financial report and registration document 2011 - Groupe SEB

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1 Risk Presentation of the Group management sources. Since Groupe SEB relies less on sourced fi nished products than its competitors, its exposure to the US dollar (which remains the standard currency for the procurement of outsourced products) is ultimately less than that of other companies. With regard to interest rates, the analysis shows that the impact of a variation of 100 base points in short-term interest rates on profi t before tax would be Insurance GROUP GENERAL INSURANCE COVER Groupe SEB’s policy concerning insurance cover is to protect its assets against risks which could affect the Group. This transfer of risk to our insurers is nonetheless accompanied by risk protection and prevention measures. In 2010, the Group decided to re-assess its insurance costs and coverage by issuing a comprehensive, worldwide call for tenders (broker and insurance companies). This served to optimise costs and to tailor the Group’s coverage to its specifi c risks and profi le. INTEGRATED WORLDWIDE COVER The Group has established a worldwide insurance plan with major international insurers to protect itself against major risks, which include damage to property and loss of earnings, civil liability, client and transport risks. Damage to assets and loss of earnings Cover for risk of damage to property and consequent loss of earnings due to the customary risks (fi re, explosion, etc.) amounts to €250 million per claim for factories and warehouses. This cover ceiling was calculated on the basis of the maximum possible risk, in consultation with the insurers and their assessors. This valuation assumes total destruction, in a single year, of one of the Group’s main production sites. Lower thresholds are fi xed for other categories of more specifi c or localised risk, such as the risk of earthquake in certain zones where the Group operates abroad. This insurance cover takes into consideration additional risk protection measures at Group sites, which are regularly visited by specialist risk prevention assessors from the insurance companies concerned. Civil liability All the Group’s subsidiaries are included in a worldwide civil liability insurance scheme that covers liability relating to their operations, their responsibilities in relation to their manufactured products and the cost of product recalls. Contingent assets There were no exceptional events or litigation proceedings other than those referred to in Note 29.1 to the Consolidated Financial Statements. In the past 12 months, apart from what is refl ected in the fi nancial statements and described in the accompanying notes, there have been no other €5 million, based on a debt that includes the fi nancing of the acquisitions made in late 2011 (€2 million in 2010 and €4 million in 2009). Notes 26.2.1, 26.2.2 and 26.2.3 to the Consolidated Financial Statements provide additional information on the Group’s sensitivity to currency fl uctuations, variations in interest rates and raw material prices. Cover amounts are based on reasonable estimates of the risks incurred by the Group in view of its business. The Group also guarantees the civil liability of its management under a specifi c insurance policy. Environment A multi-risk environmental insurance policy covers environmental risks. Cover applies to: � accidental, historical and gradual pollution; � damage to biodiversity; � depollution costs. Transport and inventory The Group’s transport insurance covers damage to transported merchandise for all types of transport: sea, road/rail or air transport anywhere in the world. This insurance covers transport risks up to an amount of €10 million per loss occurrence. It also covers incidents occurring at warehouses up to a maximum of €15 million, with any amount over this limit being automatically covered by the policy for damage to property and loss of earnings. Client risk The Group’s subsidiaries subscribe to credit risk insurance to cover their risk on client receivables. Local insurance policies More specifi c insurance policies are subscribed to locally by each of the Group’s companies, as appropriate. government, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware) which may have or have had in the recent past signifi cant effects on the Group and/or its fi nancial position or profi tability. 18 GROUPE SEB Financial Report and Registration Document 2011
2Corporate governance 2.1. BOARD OF DIRECTORS 20 Chairman and CEO 20 Board members 20 Founder family connection Convictions for fraud, involvement in bankruptcy 25 or offi cial public sanction 25 Potential confl icts of interest 25 Service contracts 25 2.2. ORGANISATION AND OPERATION OF THE BOARD OF DIRECTORS 26 Operation of the Board of Directors 26 Board of Directors’ Meetings 26 Attendance fees 27 Board of Directors’ Committees 27 Evaluation of the Board of Directors Directors’ Charter and Internal Regulations 28 of the Board of Directors 28 Keeping Board members informed 28 2.3. GROUP MANAGEMENT BODIES 29 Group Executive Committee 29 Continental General Management 29 Strategic Business Areas (SBAs) management 29 Other General Managers 29 2.4. REMUNERATION AND BENEFITS 30 Remuneration of management (Group Executive Committee) 30 Remuneration of the Chairman and Chief Executive Offi cer 30 Share transactions carried out by members of SEB management during 2011 (Article L. 621-18-2 of the French Monetary and Financial Code) 35 2.5. CHAIRMAN’S REPORT ON INTERNAL CONTROL 36 Group internal control environment 36 Internal control participants 37 Accounting and fi nancial information procedures 39 2.6. STATUTORY AUDITORS’ REPORT 41 Financial Report and Registration Document 2011 GROUPE SEB 19 2
Page 1 and 2: FINANCIAL REPORT and REGISTRATION D
Page 3 and 4: This Registration Document was fi l
Page 5 and 6: 1Presentation of the Group 1.1. KEY
Page 7 and 8: Financial Report and Registration D
Page 9 and 10: 1.3. BUSINESS SECTORS As a global l
Page 11 and 12: 1.4. GROUP STRATEGY A long-term str
Page 13 and 14: In 2011, with only a few rare excep
Page 15 and 16: for an amount of €465 million, mo
Page 17 and 18: policy (monitored by a Steering Com
Page 19: INTEREST-RATE RISK AND CURRENCY RIS
Page 23 and 24: DAMARYS BRAIDA Member of the Founde
Page 25 and 26: JEAN-NOËL LABROUE Independent dire
Page 29 and 30: Attendance fees The maximum amount
Page 31 and 32: 2.3. GROUP MANAGEMENT BODIES Group
Page 33 and 34: BENEFITS IN KIND Thierry de La Tour
Page 35 and 36: TABLE 4 Stock option allocation for
Page 37 and 38: TABLE 10 General information about
Page 39 and 40: � respect for rules governing div
Page 41 and 42: THE INFORMATION SYSTEMS DEPARTMENT
Page 45 and 46: 3Corporate, social and environmenta
Page 49 and 50: Breakdown of changes in staffi ng (
Page 51 and 52: Persons with disabilities (Worldwid
Page 53 and 54: Overtime (Worldwide) 2011: In Franc
Page 55 and 56: Bonuses and profi t sharing (France
Page 59 and 60: 3 Corporate, social and environment
Page 61 and 62: 4Commentary on the fi nancial year
Page 63 and 64: Raw materials The Group’s busines
Page 65 and 66: Groupe SEB receives recognition As
Page 67 and 68: Quarterly curve of 2010 organic gro
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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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Financial Report and Registration D
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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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Note 2.3. NON-CURRENT FINANCIAL ASS
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NOTE 4 OTHER RECEIVABLES Financial
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NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
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NOTE 13 OFF-BALANCE SHEET COMMITMEN
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6.4. STATUTORY AUDITORS’ REPORT O
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7Information on the Company and its
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7.3. FINANCIAL AUTHORISATIONS Finan
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HOLDING CONDITIONS APPLICABLE TO TH
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7.5. STOCK MARKET AND DIVIDEND INFO
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8Annual General Meeting 8.1. REPORT
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Board of Directors Financial Report
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8.3. PROPOSED RESOLUTIONS Proposed
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AUTHORISATION TO TRADE IN THE COMPA
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AUTHORISATION TO MAKE PERFORMANCE S
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� that the Board of Directors sha
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SEVENTEENTH RESOLUTION: EMPLOYEE SH
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9Additional information 9.1. CONSUL
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Fees paid to Statutory auditors The
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9.6. REGISTRATION DOCUMENT CROSS- R
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21 - ADDITIONAL INFORMATION Financi
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NOTES Financial Report and Registra
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FINANCIAL AGENDA 2012 26 APRIL AFTE
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