financial report and registration document 2011 - Groupe SEB

Financial Report and Registration Document 2011
8
Annual General Meeting
Statutory auditors’ special report on regulated agreements and commitments with third parties
8.2. STATUTORY AUDITORS’ SPECIAL REPORT
ON REGULATED AGREEMENTS AND
COMMITMENTS WITH THIRD PARTIES
SHAREHOLDERS’ MEETING HELD TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR
ENDED 31 DECEMBER 2011
To the Shareholders,
In accordance with our appointment as statutory auditors by your Company,
we hereby report on regulated agreements and commitments with third
parties.
The terms of our engagement require us to communicate to you, based
on information provided to us, the principal terms and conditions of those
agreements and commitments brought to our attention or which we may
have discovered during the course of our audit, without expressing an
opinion on their usefulness and appropriateness or identifying such other
agreements, if any. It is your responsibility, pursuant to Article R. 225-31 of
the French Commercial Code (Code de Commerce), to assess the interest
involved in respect of the conclusion of these agreements for the purpose
of approving them.
Our role is also to provide you with the information provided for in
Article R. 225-31 of the French Commercial Code in respect of the
performance of the agreements and commitments, already approved by the
Shareholders’ Meeting and having continuing effect during the year, if any.
We conducted our procedures in accordance with the professional guidelines
of the French National Institute of Statutory Auditors (Compagnie Nationale
des Commissaires aux Comptes) relating to this engagement. These
guidelines require that we agree the information provided to us with the
relevant source documents.
Agreements and commitments submitted to the approval
of the shareholders’ meeting
Pursuant to Article L.225-40 of the French Commercial Code, we have
been advised of the following agreement that was previously authorized
by your Board of Directors and submitted to the approval of the Combined
Shareholders’ Meeting of 10 May 2012.
With Mr. Thierry de La Tour d’Artaise
Nature and purpose: Renewal of the agreement between the Company and
its Chairman and Chief Executive Offi cer with respect to the performance
criteria governing the payment of termination benefi ts.
Terms and conditions: The Board of Directors proposes to renew the
agreement between the Company and its Chairman and Chief Executive
Offi cer with respect to the performance criteria governing the payment of
termination benefi ts pursuant to his employment contract, as described
below in the agreements and commitments already approved by your
Shareholders’ Meeting held on 13 May 2009.
This agreement was concluded on March 9, 2012, following the
Board of Directors’ authorization on February 17, 2012, subject to the
condition precedent of the renewal of the term of office as Director of
Mr. Thierry de La Tour d’Artaise, for a period of four years, which is to say until
the conclusion of the Shareholders’ Meeting held to approve the fi nancial
statements for fi scal year 2015 and subject to the condition precedent of
the Board of Directors’ renewal of the term of offi ce as Chairman and Chief
Executive Offi cer of Mr. Thierry de La Tour d’Artaise at a meeting to follow
the Shareholders’ Meeting.
GROUPE SEB
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