financial report and registration document 2011 - Groupe SEB

Attendance fees
The maximum amount of attendance fees authorised by the 2011 Annual
General Meeting is €450,000.
Each Board member receives an annual pay of €24,000.
Members participating in the work of the Board Committees receive an
additional €8,000 or, in the case of Committee Chairmen, €12,000.
Due to the high attendance rate for Board and Committee Meetings, it was
not considered necessary to introduce a variable portion of annual pay based
on attendance.
Board of Directors’ Committees
To assist it in specialist matters, the Board formed two Committees in 1995,
drawn from its members:
� Since 11 December 2009, the Audit Committee has comprised four
members: Philippe Lenain, Chairman, Norbert Dentressangle, Hubert
Fèvre representing FÉDÉRACTIVE and Jérôme Wittlin representing
VENELLE INVESTISSEMENT. Each member has fi nancial or accounting
skills.
The Chairman of the Committee is an independent director and has a
deciding vote in the event of a split vote.
This Committee informs the Board on the identifi cation, evaluation and
handling of the main fi nancial risks to which the Group may be exposed.
Its role is to ensure the conformity of fi nancial reporting methods. It assists
the Board with observations or recommendations and participates in the
preparatory procedure for appointing Statutory auditors.
The Audit Committee is held in the presence of the Statutory auditors,
the Executive Vice-president, Finance, the Director of Internal Audit and
the Director of Accounts.
The accounts review is accompanied by a presentation to the Statutory
auditors stressing the salient points, not only of earnings but also of
selected accounting options as well as a presentation describing exposure
to risks and signifi cant off-balance sheet commitments.
Audit Committee activity
The Audit Committee met on four occasions in 2011 with an attendance
rate of 93.75%.
In 2011, the Audit Committee examined the following recurring items:
� the draft annual accounts as at 31/12/2010 and the draft half-year
accounts as at 30/06/2011, prior to their submission to the Board of
Directors,
� the Chairman’s report on internal control,
� the nature and results of the work done by the Statutory auditors along
with their comments and recommendations on internal control,
� a review of the main fi ndings of the internal audits carried out in 2011,
� proposed internal audit schedules for 2012,
� a review and analysis of major risks.
* Since 17 December 2010, in place of Jean-Dominique Senard.
Financial Report and Registration Document 2011
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Corporate governance
Organisation and operation of the Board of Directors
The total amount of attendance fees allocated to Board members in 2011
amounted to €432,000.
This represents attendance fees due for the period from 1 May 2010 to
30 April 2011, and paid in May 2011.
For the subsequent period (1 May 2011 to 30 April 2012), the Board of
Directors decided to use the balance authorised by the General Meeting to
raise the additional compensation for Committee members to €10,000 and
for Committee Chairpersons to €15,000, in consideration of their workload.
In 2011, the Director of Audit made a general presentation to the Audit
Committee on the various components of internal control and its organisation.
� Since 11 December 2009, the Nominations and Remuneration
Committee has comprised four members: Jean-Noël Labroue*, Chairman,
Philippe Lenain, Pascal Girardot (representative of FÉDÉRACTIVE) and
Olivier Roclore (representative of VENELLE INVESTISSEMENT).
The Chairman of the Committee is an independent director and has a
deciding vote in the event of a split vote.
The Committee reports on its work to the Board of Directors and makes
recommendations on the composition of the Board, on the terms of offi ce
of directors, and on the Group’s organisation and structures; it also makes
proposals to the Board concerning the executive offi cer remuneration
policy, as well as the introduction of stock option plans and performance
shares and their applicable terms and conditions.
The Nominations and Remuneration Committee met on three occasions
in 2011, with a 100% attendance rate.
Nominations and Remuneration Committee activity
The Nominations and Remuneration Committee addressed the following
matters in 2011:
� examination of the 2010 bonus and 2011 fixed remuneration and
variables for the Chairman and other members of the Group Executive
Committee,
� all components of remuneration and motivation for senior executives,
including the balance between short-term and long-term components,
performance requirements and criteria, and the management incentive
policy from a long-term perspective.
All issues addressed by the Audit Committee and the Nominations and
Remuneration Committee are noted in a report to the Board of Directors.
The Group was unable to fully comply with the provisions of the AFEP-
MEDEF Code which recommend two-thirds independent directors on the
Audit Committee and a majority of independent directors on the Nominations
and Remuneration Committee, due to the fact that it is controlled by two
major shareholder groups.
GROUPE SEB
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