financial report and registration document 2011 - Groupe SEB

Board of Directors
Financial Report and Registration Document 2011
8
Annual General Meeting
Report of the Board of Directors on the resolutions proposed to the Annual General Meeting of 10 May 2012
As the directorships of Thierry de La Tour d’Artaise, Philippe Lenain, Jérôme
Wittlin and VENELLE INVESTISSEMENT will expire at this General Meeting,
shareholders will be asked to re-elect them for a further four-year term.
Thierry de La Tour d’Artaise, 57, entered Groupe SEB in 1994 when he joined
Calor, where he went on to become Chairman. He was appointed Vice-
Chairman of SEB S.A. in 1999 and has been Chairman and Chief Executive
Offi cer since 2000.
Philippe Lenain, 75, is an independent director. He is the former Vicepresident
and Managing Director of the Danone group.
Directors’ fees
Jérôme Wittlin, 52, is Managing Director of VENELLE INVESTISSEMENT.
Since 2011, he has been Director of the Large Private Investors department
and a member of the Executive Committee of Banque Transatlantique, a
subsidiary of the Crédit Mutual CIC group.
VENELLE INVESTISSEMENT is a family-controlled holding company formed
in 1997. It is represented on SEB’s Board of Directors by Olivier Roclore,
57, who is the Head of the Legal and Tax department at the Ortec group.
The aggregate amount of directors’ fees was set at €450,000 in 2011 and the Board is not proposing that this amount be changed.
Stock options – Performance shares
In order to provide an on-going incentive to key Group employees by offering
them an opportunity to share in the Group’s development and results,
shareholders will be asked to authorise the Board to grant stock options
exercisable for a number of shares not representing more than 0.83% of
the Company’s capital, with an additional limit of 54,000 shares, or 0.108%
of the Company’s capital, applicable to options granted under the plan
to the Executive Director. In line with the recommendations set out in the
AFEP-MEDEF Corporate Governance Code, all of the options granted to
the Executive Director and other Executive Committee members will be
subject to performance conditions relating to the achievement of objectives
concerning revenue and operating result from activity.
Shareholders will also be asked to authorise the Board to make performance
share grants representing up to 0.13% of the Company’s capital, comprising
existing shares bought back for this purpose by the Company. The grants
would be made to all or some employees of the Company and its subsidiaries,
or to certain categories of those employees and/or to the senior executives
referred to in Article L. 225-197-1 II of the French Commercial Code. In the
same way as for stock options, the performance shares will vest only if
certain performance targets for revenue and operating result from activity are
met. Provided that these targets have been met, the shares will vest to the
grantee after a minimum vesting period of two years, which will be followed
by a lock-up period of at least two years.
The number of shares granted to the Executive Director will be capped at
4,500, or 0.009% of the Company’s capital.
For grantees not resident in France, in accordance with the law the Board
will ask for an authorisation to set a minimum vesting period of between
two and four years and to waive the lock-up period if the vesting period is
set at four years.
Shareholders will be asked to give the Board full powers to set the terms
and conditions of the performance share grants, including drawing up the
list of grantees.
GROUPE SEB
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