financial report and registration document 2011 - Groupe SEB

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9 Registration Additional information Document cross- reference table 10 – CAPITAL RESOURCES 10.1 The issuer’s capital resources 81, 109-111 10.2 Source and amounts of the cash fl ows 80 10.3 Borrowing requirements and funding structure 10.4 Information regarding any restrictions on the use of capital resources that have materially affected, 119-121 or could materially affect, the issuer’s operations. 119, 124-129 10.5 Anticipated sources of funds 120 11 – RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES 107 12 – TREND INFORMATION 72 13 – PROFIT FORECASTS OR ESTIMATES 14 – ADMINISTRATIVE, MANAGEMENT, AND SUPERVISORY BODIES AND SENIOR MANAGEMENT N/A 14.1 Administrative and management bodies 20-26, 29 14.2 Confl icts of interest within administrative and management bodies 25 15 – REMUNERATION AND BENEFITS 15.1 Amount of remuneration paid and benefi ts in kind 30-35 15.2 Total amounts set aside or accrued to provide pension, retirement or similar benefi ts 132 16 – PRACTICES OF ADMINISTRATIVE AND MANAGEMENT BODIES 16.1 Date of expiration of current terms of offi ce 20-26 16.2 Service contracts binding the members of the administrative bodies 25 16.3 Information about the Audit Committee and Remuneration Committee 27 16.4 Corporate governance 20-42 17 – EMPLOYEES 17.1 Number of employees 46-53, 95-96 17.2 Shareholdings and stock options 166, 168 17.3 Arrangements for involving the employees in the capital of the issuer 18 – MAJOR SHAREHOLDERS 109, 166 18.1 Shareholders owning more than 5% of the capital and voting rights 169 18.2 Existence of different voting rights 159 18.3 Control over the issuer 18.4 Arrangements, known to the issuer, the operation of which may at a subsequent date result in a change in control 165-166 of the issuer 160-162 19 – RELATED PARTY TRANSACTIONS 131 20 – FINANCIAL INFORMATION CONCERNING THE ISSUER’S ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES 20.1 Historical fi nancial information 76-77 20.2 Pro forma fi nancial information N/A 20.3 Financial statements 20.4 Auditing of historical annual fi nancial information 75-136, 140-154 20.4.1. Report by the Statutory auditors 116, 133 20.4.2. Other information audited by the auditors N/A 20.4.3. Source of data not audited by the auditors N/A 20.5 Age of latest fi nancial information 75-136, 140-154 20.6 Interim and other fi nancial information N/A 20.6.1. Interim information published N/A 20.6.2. Interim information not yet published N/A 20.7 Dividend policy 167 20.8 Legal and arbitration proceedings 130-131 20.9 Signifi cant change in the issuer’s fi nancial or trading position N/A 196 GROUPE SEB Financial Report and Registration Document 2011
21 – ADDITIONAL INFORMATION Financial Report and Registration Document 2011 9 Additional information Registration Document cross- reference table 21.1 Share capital 159 21.1.1. Amount of issued capital and number of shares 159 21.1.2. Shares not representing capital N/A 21.1.3. Shares in the issuer held by or on behalf of the issuer itself 161, 172 21.1.4. Convertible securities, exchangeable securities or securities with warrants N/A 21.1.5. Terms governing unissued capital N/A 21.1.6. Capital under option N/A 21.1.7. History of changes to share capital 163 21.2 Memorandum and bylaws 158-159, 162 21.2.1. Corporate objects and purposes 158 21.2.2. Provisions regarding the administrative and management bodies 29 21.2.3. Classes of shares 158-159 21.2.4. Changes to shareholder rights N/A 21.2.5. Manner in which General Meetings are called and held 158-159 21.2.6. Provisions that would have the effect of delaying or preventing a change in control 162 21.2.7. Thresholds above which shareholder ownership must be disclosed 159 21.2.8. Provisions governing changes in the capital 26 22 – MATERIAL CONTRACTS N/A 23 – THIRD PARTY INFORMATION, STATEMENTS BY EXPERTS AND DECLARATIONS OF ANY INTEREST N/A 24 – DOCUMENTS ON DISPLAY 188 25 – INFORMATION ON HOLDINGS 133-135, 146 The following information is incorporated by reference in this Registration Document: � the Registration Document for the 2010 fi nancial year was fi led with the French Financial Markets Authority (Autorité des Marchés Financiers or AMF) on 7 April 2011 under number D. 11-0256. The consolidated fi nancial statements appear on pages 59 to 115 and the corresponding audit report appears on page 116 of this document; � the Registration Document for the 2009 fi nancial year was fi led with the French Financial Markets Authority on 7 April 2010 under number D. 10-0226. The consolidated fi nancial statements appear on pages 62 to 124 and the corresponding audit report appears on pages 125–126 of this document; GROUPE SEB 9 197
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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
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Page 155 and 156: Financial Report and Registration D
Page 157 and 158: 6.4. STATUTORY AUDITORS’ REPORT O
Page 159 and 160: 7Information on the Company and its
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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 and 194: Fees paid to Statutory auditors The
Page 197: 9.6. REGISTRATION DOCUMENT CROSS- R
Page 201 and 202: NOTES Financial Report and Registra
Page 203 and 204: FINANCIAL AGENDA 2012 26 APRIL AFTE
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