financial report and registration document 2011 - Groupe SEB

More documents

Recommendations

Info

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
2.3. GROUP MANAGEMENT BODIES Group Executive Committee Thierry de La Tour d’Artaise Chairman and CEO Jean-Pierre Lac Senior Executive Vice-president, Finance Stéphane Lafl èche Senior Executive Vice-president, Industrial Operations Bertrand Neuschwander Senior Executive Vice-president, Activities Harry Touret Senior Executive Vice-president, Human Resources Frédéric Verwaerde Senior Executive Vice-president, Continental Structures Continental General Management Xavier Desmoutier President, Asia/Pacifi c Luc Gaudemard President, Europe Volker Lixfeld President, North America Gérard Salommez President, France and Belgium Fernando Soares President, South America Martin Zouhar* President, Eurasia * Since 1 January 2012. Strategic Business Areas (SBAs) management Cyril Buxtorf President, Home care & Personal care Philippe Crevoisier President, Kitchen Electrics Patrick Llobrégat** President, Cookware ** Since 2 January 2012. Other General Managers Patrick Le Corre President, Strategy Jean-Christophe Simon President, Innovation The Group Executive Committee defi nes and implements overall Group strategy. It meets twice a month to defi ne consolidated goals, monitor strategic plans, decide on priorities and allocate the resources needed for Strategic Business Areas, Continental General Management and Other General Managers. The Group Management Board comprises the members of the Group Executive Committee, the Presidents of the Strategic Business Areas and Financial Report and Registration Document 2011 2 Corporate governance Group management bodies Continental Structures, the President in charge of Strategy and the President in charge of Innovation. It meets on average every two months to monitor the Group’s performance and results, and if necessary, to adjust its commercial or industrial strategy. A forum for exchanging views and reflection, the Group Management Board plays a supervisory role and ensures the proper overall functioning of Groupe SEB. GROUPE SEB 2 29
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 and 20: INTEREST-RATE RISK AND CURRENCY RIS
Page 21 and 22: 2Corporate governance 2.1. BOARD OF
Page 23 and 24: DAMARYS BRAIDA Member of the Founde
Page 25 and 26: JEAN-NOËL LABROUE Independent dire
Page 29: Attendance fees The maximum amount
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
Page 69 and 70: In North America, 2011 was marked b
Page 71 and 72: in 2010 to €261 million in 2011)
Page 73 and 74: Cash fl ow and investment In €M 3
Page 75 and 76: 4.5. FINANCIAL REVIEW OF SEB S.A. S
Page 77 and 78: 5Consolidated fi nancial statements
Page 79 and 80: 5.2. CONSOLIDATED RATIOS (in %) 201
Page 81 and 82:
Consolidated balance sheet At 31 De
Page 83 and 84:
Consolidated statement of changes i
Page 85 and 86:
5.4. NOTES TO THE CONSOLIDATED FINA
Page 87 and 88:
The assumptions used - which mainly
Page 89 and 90:
Derivative instruments designated a
Page 91 and 92:
C) RESTRUCTURING PROVISIONS The Gro
Page 93 and 94:
The provisional value assigned to t
Page 95 and 96:
(in € millions) France Financial
Page 97 and 98:
Note 3.2. REVENUE BY GEOGRAPHICAL L
Page 99 and 100:
� €1 million in compensation co
Page 101 and 102:
NOTE 8 INCOME TAXES Note 8.1. INCOM
Page 103 and 104:
NOTE 9 EARNINGS PER SHARE Financial
Page 105 and 106:
The discount rates used were determ
Page 107 and 108:
2009 (in € millions) Land Buildin
Page 109 and 110:
Financial Report and Registration D
Page 111 and 112:
NOTE 19 EQUITY Note 19.1. SHARE CAP
Page 113 and 114:
Note 19.3. RESERVES AND RETAINED EA
Page 115 and 116:
Note 21.1. PRODUCT WARRANTIES Provi
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
NOTE 23 TRADE PAYABLES AND OTHER LI
Page 123 and 124:
Note 24.2. NET DEBT Financial Repor
Page 125 and 126:
Non-current financial assets consis
Page 127 and 128:
currencies are partly hedged by mea
Page 129 and 130:
The following table analyses fi nan
Page 131 and 132:
(in € millions) Expenses Financia
Page 133 and 134:
IFRIC interpretation no. 6 adopted
Page 135 and 136:
NOTE 32 LIST OF CONSOLIDATED COMPAN
Page 137 and 138:
Page 139 and 140:
Specifi c verifi cation Financial R
Page 141 and 142:
6Company fi nancial statements 6.1.
Page 143 and 144:
Page 145 and 146:
Page 147 and 148:
Note 2.3. NON-CURRENT FINANCIAL ASS
Page 149 and 150:
NOTE 4 OTHER RECEIVABLES Financial
Page 151 and 152:
NOTE 9 ACCRUALS ACCOUNTS Note 9.1.
Page 153 and 154:
NOTE 13 OFF-BALANCE SHEET COMMITMEN
Page 155 and 156:
Page 157 and 158:
6.4. STATUTORY AUDITORS’ REPORT O
Page 159 and 160:
7Information on the Company and its
Page 161 and 162:
Page 163 and 164:
Page 165 and 166:
Page 167 and 168:
7.3. FINANCIAL AUTHORISATIONS Finan
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 177 and 178:
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 191 and 192:
Page 193 and 194:
Fees paid to Statutory auditors The
Page 195 and 196:
Page 197 and 198:
9.6. REGISTRATION DOCUMENT CROSS- R
Page 199 and 200:
21 - ADDITIONAL INFORMATION Financi
Page 201 and 202:
NOTES Financial Report and Registra
Page 203 and 204:
FINANCIAL AGENDA 2012 26 APRIL AFTE
show all

financial report and registration document 2011 - Groupe SEB

Create successful ePaper yourself

Delete template?

Save as template?