financial report and registration document 2011 - Groupe SEB

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9 Annual Additional information information report 9.4. ANNUAL INFORMATION REPORT LIST OF INFORMATION PUBLISHED OR MADE PUBLIC DURING THE LAST 12 MONTHS PURSUANT TO ARTICLE L. 451-1-1 OF THE FRENCH MONETARY AND FINANCIAL CODE AND ARTICLE L. 221-1-1 OF THE GENERAL REGULATIONS OF THE FRENCH FINANCIAL MARKETS AUTHORITY (AUTORITÉ DES MARCHÉS FINANCIERS OR AMF) Date Type of information Published via 11/03/2011 Compensation awarded to Chairman Business Wire + groupeseb.com BALO (Bulletin of Mandatory Legal 14/03/2011 Convening notice for AGM of 17/05/2011 Announcements) 04/04/2001 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 04/04/2011 Annual report on the liquidity agreement between SEB S.A. and Bourse Gilbert Dupont SNC Business Wire + groupeseb.com 26/04/2011 First quarter 2011 sales Business Wire + groupeseb.com 11/05/2011 Clarifi cations issued by Groupe SEB on the compensation awarded to its Chairman Business Wire + groupeseb.com 11/05/2011 Monthly disclosure of total number of shares and voting rights Groupe SEB takes control of Asia Fan and strengthens its position on the Vietnamese Business Wire + groupeseb.com 16/05/2011 market Business Wire + groupeseb.com 26/05/2011 Inaugural €300-million issue of fi ve-year bonds successfully launched Groupe SEB creates an investment fund, SEB Alliance, and ventures into the realm 30/05/2011 of digital cooking solutions Business Wire + groupeseb.com 06/06/2010 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 06/06/2011 Bond issue Description of the share buyback programme proposed to shareholders Business Wire + groupeseb.com 14/06/2011 at the Combined General Shareholders’ Meeting of 17 May 2011 Information on the liquidity agreement – half-yearly report on the liquidity agreement Business Wire + groupeseb.com 01/07/2011 between SEB S.A. and Bourse Gilbert Dupont SNC Business Wire + groupeseb.com 04/07/2011 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 07/07/2011 New phase in the process to increase Groupe SEB’s ownership of Supor Business Wire + groupeseb.com 25/07/2011 Half-yearly fi nancial report at 30 June 2011 Business Wire + groupeseb.com BALO (Bulletin of Mandatory Legal 26/07/2011 Half-year results 2011 Announcements) 29/08/2011 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 07/10/2011 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 18/10/2011 Groupe SEB authorised to increase stake in China’s Supor Business Wire + groupeseb.com 24/10/2011 2011 nine-month sales Business Wire + groupeseb.com 24/10/2010 Management report at 30 September 2011 Business Wire + groupeseb.com 04/11/2011 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 02/12/2011 Monthly disclosure of total number of shares and voting rights Continued expansion in emerging economies: new acquisition in Indian and increase Business Wire + groupeseb.com 19/12/2011 equity interest in China Business Wire + groupeseb.com 01/03/2012 Annual report on the liquidity agreement between SEB S.A. and Bourse Gilbert Dupont SNC Business Wire + groupeseb.com 06/01/2012 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 17/01/2012 2011 provisional sales Business Wire + groupeseb.com 08/02/2012 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 21/02/2012 2011 results Business Wire + groupeseb.com 06/03/2012 Monthly disclosure of total number of shares and voting rights Business Wire + groupeseb.com 192 GROUPE SEB Financial Report and Registration Document 2011
Financial Report and Registration Document 2011 9 Additional information Cross-reference table for the Registration Document and management report 9.5. CROSS-REFERENCE TABLE FOR THE REGISTRATION DOCUMENT AND MANAGEMENT REPORT Page numbers Annual Financial Report Management report Commentary on the fi nancial year Objective and exhaustive analysis of developments in the Company’s and Group’s business, performance and fi nancial position Key non-fi nancial performance indicators relevant to the Company’s specifi c business 59-73 X X activity Signifi cant stakes acquired during the fi nancial year in companies headquartered in 43-58 X France Signifi cant events that occurred between the fi nancial year-end and the date on which - - - the document was drawn up - - - Foreseeable developments regarding the position of the Company and the Group Dividends distributed over the three preceding fi nancial years and amount of income 72 X X distributed for these years eligible for the 40% tax deduction 170 X Presentation of the Group Description of the main risks and uncertainties faced by the Company The Company’s use of fi nancial instruments: objectives and policy in relation to 12-18 X X fi nancial risk management 121-128 X X Company’s exposure to price, credit, liquidity or cash fl ow risks 128 X X Social and environmental consequences of business (including “Seveso” facilities) 43-58 X Research and development activities 9-10 X X Corporate governance List of all offi ces and positions held in any company by each of the executive offi cers during the fi nancial year Total compensation and benefi ts of any kind paid to each executive offi cer during the 20-24 X fi nancial year Commitments of any nature made by the Company for the benefi t of its executive offi cers, such as compensation, indemnities or benefi ts due or susceptible to become 32 X due when, or after, they assume, cease or change positions Stock options granted, subscribed or purchased during the fi nancial year by the executive offi cers and the ten highest-earning non-executive employees of the 31 X Company, and stock options granted to all eligible employees, by category 33-34 X Conditions for the exercise and retention of stock options by executive offi cers 166-167 X Conditions for the retention of free shares awarded to executive offi cers Transactions by senior executives and associated persons involving the Company’s 166-167 X shares 35 X Information on the Company and its share capital Rules applicable to the appointment and replacement of members of the Board of Directors or Management Board, as well as to changes in the Company’s bylaws Powers of the Board of Directors or Management Board, in particular concerning the 26 X issue or buyback of shares 165 X X Purchases and sales of treasury stock during the fi nancial year Adjustments for share equivalents in the event of share buybacks or fi nancial 165 X X transactions - - - GROUPE SEB 9 193
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FINANCIAL REPORT and REGISTRATION D
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This Registration Document was fi l
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1Presentation of the Group 1.1. KEY
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Financial Report and Registration D
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1.3. BUSINESS SECTORS As a global l
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1.4. GROUP STRATEGY A long-term str
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In 2011, with only a few rare excep
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for an amount of €465 million, mo
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policy (monitored by a Steering Com
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INTEREST-RATE RISK AND CURRENCY RIS
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2Corporate governance 2.1. BOARD OF
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DAMARYS BRAIDA Member of the Founde
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JEAN-NOËL LABROUE Independent dire
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Attendance fees The maximum amount
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2.3. GROUP MANAGEMENT BODIES Group
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BENEFITS IN KIND Thierry de La Tour
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TABLE 4 Stock option allocation for
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TABLE 10 General information about
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� respect for rules governing div
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THE INFORMATION SYSTEMS DEPARTMENT
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3Corporate, social and environmenta
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Breakdown of changes in staffi ng (
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Persons with disabilities (Worldwid
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Overtime (Worldwide) 2011: In Franc
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Bonuses and profi t sharing (France
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3 Corporate, social and environment
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4Commentary on the fi nancial year
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Raw materials The Group’s busines
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Groupe SEB receives recognition As
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Quarterly curve of 2010 organic gro
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In North America, 2011 was marked b
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in 2010 to €261 million in 2011)
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Cash fl ow and investment In €M 3
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4.5. FINANCIAL REVIEW OF SEB S.A. S
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5Consolidated fi nancial statements
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5.2. CONSOLIDATED RATIOS (in %) 201
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Consolidated balance sheet At 31 De
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Consolidated statement of changes i
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5.4. NOTES TO THE CONSOLIDATED FINA
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The assumptions used - which mainly
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Derivative instruments designated a
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C) RESTRUCTURING PROVISIONS The Gro
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The provisional value assigned to t
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(in € millions) France Financial
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Note 3.2. REVENUE BY GEOGRAPHICAL L
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� €1 million in compensation co
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NOTE 8 INCOME TAXES Note 8.1. INCOM
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NOTE 9 EARNINGS PER SHARE Financial
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The discount rates used were determ
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2009 (in € millions) Land Buildin
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NOTE 19 EQUITY Note 19.1. SHARE CAP
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Note 19.3. RESERVES AND RETAINED EA
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Note 21.1. PRODUCT WARRANTIES Provi
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NOTE 23 TRADE PAYABLES AND OTHER LI
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Note 24.2. NET DEBT Financial Repor
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Non-current financial assets consis
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currencies are partly hedged by mea
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The following table analyses fi nan
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(in € millions) Expenses Financia
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IFRIC interpretation no. 6 adopted
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NOTE 32 LIST OF CONSOLIDATED COMPAN
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Specifi c verifi cation Financial R
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6Company fi nancial statements 6.1.
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Page 147 and 148: Note 2.3. NON-CURRENT FINANCIAL ASS
Page 149 and 150: NOTE 4 OTHER RECEIVABLES Financial
Page 151 and 152: NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
Page 153 and 154: NOTE 13 OFF-BALANCE SHEET COMMITMEN
Page 157 and 158: 6.4. STATUTORY AUDITORS’ REPORT O
Page 159 and 160: 7Information on the Company and its
Page 167 and 168: 7.3. FINANCIAL AUTHORISATIONS Finan
Page 169 and 170: HOLDING CONDITIONS APPLICABLE TO TH
Page 171 and 172: 7.5. STOCK MARKET AND DIVIDEND INFO
Page 173 and 174: 8Annual General Meeting 8.1. REPORT
Page 175 and 176: Board of Directors Financial Report
Page 179 and 180: 8.3. PROPOSED RESOLUTIONS Proposed
Page 181 and 182: AUTHORISATION TO TRADE IN THE COMPA
Page 183 and 184: AUTHORISATION TO MAKE PERFORMANCE S
Page 185 and 186: � that the Board of Directors sha
Page 187 and 188: SEVENTEENTH RESOLUTION: EMPLOYEE SH
Page 189 and 190: 9Additional information 9.1. CONSUL
Page 193: Fees paid to Statutory auditors The
Page 197 and 198: 9.6. REGISTRATION DOCUMENT CROSS- R
Page 199 and 200: 21 - ADDITIONAL INFORMATION Financi
Page 201 and 202: NOTES Financial Report and Registra
Page 203 and 204: FINANCIAL AGENDA 2012 26 APRIL AFTE
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