financial report and registration document 2011 - Groupe SEB

8 Statutory
Annual General Meeting
auditors’ special report on regulated agreements and commitments with third parties
Agreements and commitments already approved
by the shareholders’ meeting
Pursuant to Article R.225-30 of the French Commercial Code, we have been
advised that the following agreements and commitments already approved
in previous years by the Shareholders’ Meeting have had continuing effect
during the year.
With Mr. Thierry de La Tour d’Artaise
1. Nature and purpose: Termination benefi ts and maintenance of stock
options stipulated in the employment contract of Mr. Thierry de La Tour
d’Artaise, Chairman of SEB SA.
Terms and conditions:
� In the event such employment contract is terminated at the employer’s
initiative, except on grounds of serious misconduct or gross negligence,
or at Mr. Thierry de La Tour d’Artaise’s initiative as a result of a change
in the control of Groupe SEB, his overall termination benefi ts shall
be equivalent to two years’ compensation, payable subject to the
performance criteria described in the agreement below.
� In the event Mr. Thierry de La Tour d’Artaise’s employment contract is
terminated, except for serious misconduct or gross negligence, he will be
entitled to all the share purchase or subscription options granted to him
under the same exercise terms and conditions that would have applied had
he remained in offi ce. This provision shall also apply in the event Mr. Thierry
de La Tour d’Artaise’s employment contract is terminated pursuant to his
resignation from the Group, were such resignation to arise from a change
in the control of the Group. However, he shall forfeit the options that would
have been granted to him over the 18 months prior to the termination of
his term of offi ce as corporate offi cer should he resign at his own initiative.
2. Nature and purpose: Determination of the performance criteria governing
the payment of termination benefi ts to the Chairman, as stipulated in his
employment contract.
Terms and conditions: The Chairman’s termination benefi ts, equivalent
to two years’ earned compensation plus bonuses, are adjusted for the
percentage of objectives achieved over the 4 previous year-ends:
� if the average percentage achieved is below 50%, no termination
benefi ts shall be paid;
� if the average percentage achieved is between 50% and 100%,
termination benefi ts shall range from 75% to 100% of the base used
for calculation, determined on a straight-line basis;
� if the average percentage achieved is higher than 100%, termination
benefi ts shall equal 100% of the base used for calculation.
PricewaterhouseCoopers Audit
Bernard RASCLE
Lyon and Villeurbanne, 16 March 2012
The Statutory auditors
The Board of Directors retains the right to reduce such termination
benefi ts, by a maximum of one-half, if the previous year-end presents a
net loss, without such benefi ts falling below the fi xed compensation plus
bonuses of the previous year-end, should application of the performance
criteria based on the achievement of objectives entitle the payment of
termination benefi ts.
3. Nature and purpose: Individual life insurance plan for Mr. Thierry de La
Tour d’Artaise, Chairman of SEB SA.
Terms and conditions: In addition to senior management’s Group
death, disability and related benefi t insurance plan, Mr. Thierry de La
Tour d’Artaise is the benefi ciary of an individual life insurance policy with
a capital totaling €3,538,006. The expense recorded over the year ended
31 December 2011 totals €43,871.
4. Nature and purpose: Supplementary and top-up retirement plan.
Terms and conditions: As all other members of the Executive and
Management Committees, Mr. Thierry de La Tour d’Artaise is entitled
to a supplementary and top-up retirement plan guaranteeing annuities
equivalent to a 41% compensation replacement rate, including the
benefi ts of statutory retirement plans. The reference salary, which is used
as the basis for calculating the retirement benefi ts, is limited to 36 times
the French Social Security ceiling prevailing at the date of calculation.
Payment is subject to the following conditions:
� The executive offi cer must be at least 60 years of age, having defi nitively
stopped working and having settled the basic retirement entitlements of
the supplementary and mandatory AGIRC and ARCCO plans.
� The executive offi cer shall only receive the guaranteed rate upon leaving
the Group to claim his retirement benefi ts. However, he shall be entitled
to benefi ts in the event his employment contract is terminated after
he is 55, if he subsequently ceases to exercise a professional activity.
� The executive offi cer must have sat on the Executive or the Management
Committee for 8 years. The maximum duration of the vesting period
is 20 years.
The supplementary and top-up plan actuarial expenses relating to
Mr. Thierry de La Tour d’Artaise and recorded in the fi nancial statements
of SEB SA for the year ended December 31, 2011 total €635,465 plus a
€461,067 amortization charge.
Deloitte & Associés
Dominique VALETTE
This is a free translation into English of the statutory auditors’ special report on regulated agreements and commitments with third parties that is issued in
the French language and is provided solely for the convenience of English speaking readers. This report on regulated agreements and commitments should
be read in conjunction and construed in accordance with French law and professional auditing standards applicable in France. It should be understood that
the agreements reported on are only those provided by the French Commercial Code and that the report does not apply to those related party transactions
described in IAS 24 or other equivalent accounting standards.
176 GROUPE SEB Financial Report and Registration Document 2011