financial report and registration document 2011 - Groupe SEB

2 Organisation
Corporate governance
and operation of the Board of Directors
Evaluation of the Board of Directors
For the eighth time, the Board of Directors evaluated its operation in 2011.
The evaluation was based on a detailed questionnaire given to each Board
member. This questionnaire was subdivided into seven sections:
� preparation of the Board;
� operation of the Board;
� Committees;
� remuneration of Board members;
� composition of the Board;
� keeping Board members informed;
� governance.
Directors’ Charter and Internal Regulations
of the Board of Directors
In 2003, the Board of Directors defi ned a Directors’ Charter and its Internal
Regulations, compiled in a single document. This document has been
updated regularly, and was most recently updated in 2010.
DIRECTORS’ CHARTER
This Charter was drawn up to ensure that Board members have a clear
understanding of their roles, rights and duties.
The main points of the Charter cover: respect for and defence of the interests
of the Company, regular attendance at meetings, attention to possible
Keeping Board members informed
When a new member is appointed to the Board, he or she is given a
fi le containing comprehensive information on the Group and its working
context. This includes the Company bylaws, the Directors’ Charter and
Internal Regulations, a draft agenda of each meeting of the Board and its
Committees, data on its factories and marketing facilities, human resources
policy, a breakdown of employees by continent and by subsidiary company,
brand strategy, information on competition, and a review of our main clients.
The Board of Directors considered that, overall, the Board’s operation was
very satisfactory, as most of the improvements proposed during the previous
evaluations had been implemented.
On the whole, Board members are satisfi ed with the information provided
to them to carry out their task and particularly appreciate the special site for
directors, created in 2006, which contains all the documents they require.
confl icts of interest, access to information, confi dentiality, objective analysis,
and vigilance with regard to the regulations governing privileged information.
INTERNAL REGULATIONS
The Internal Regulations cover the composition, operation, role and mission
of the Board and its Committees and the Board member remuneration policy.
In addition, each Board member periodically receives data concerning
monthly sales fi gures and results, press reviews, minutes of the meetings of
the Board of Directors and of the Audit and Nominations and Remuneration
Committees, as well as the results of studies published by fi nancial analysts
concerning the Group.
In 2006, a documentary database for SEB directors was made available via
a secure link on the corporate website. This database contains an upload
of all the above documents and any other information that may be useful to
the directors for completing their task.
28 GROUPE SEB Financial Report and Registration Document 2011