financial report and registration document 2011 - Groupe SEB

Financial Report and Registration Document 2011
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Corporate governance
Board of Directors
At 31 December 2011, Board members held 43.58% of the Company’s share capital and 56.39% of its voting rights.
Each Board member is required to hold a minimum number of shares in the SEB S.A. nominal share register equivalent to about two years of attendance fees.
Founder family connection
� All Board members belonging to the Founder Group are descendants,
directly or by marriage, of Founder-Chairmen Frédéric Lescure and
Henri Lescure.
� There is no family connection between Board members and members
of the Group Executive Committee, with the exception of Thierry de
La Tour d’Artaise.
Convictions for fraud, involvement in bankruptcy or offi cial
public sanction
To the Company’s knowledge:
� no member of the Board of Directors or Group Executive Committee has
been convicted of fraud in the last fi ve years;
� no member of the Board of Directors or Group Executive Committee has
been the subject of a bankruptcy, receivership or liquidation in the last
fi ve years;
Potential confl icts of interest
� no member of the Board of Directors or Group Executive Committee
has been the subject of any offi cial charge or sanction by statutory or
regulatory authorities;
� no member of the Board of Directors or Group Executive Committee has
been subject to any court order or restriction from serving as a member
of a Management Board, Board of Directors or Supervisory Board, or from
being involved in the management or affairs of an issuer of securities in
the last fi ve years.
As far as the Company is aware, there is no potential confl ict between their duties with regard to SEB S.A., and the individual interests of any member of
the Board or general management.
Service contracts
No member of the Board of Directors or Group Executive Committee has any contractual service relationship with SEB S.A. or its subsidiaries, the terms of
which would bestow advantages on the member.
GROUPE SEB
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