financial report and registration document 2011 - Groupe SEB

BENEFITS IN KIND
Thierry de La Tour d’Artaise has a company car, equivalent to a benefi t
of €8,595 for the year, and receives €15,204 per year for the use of an
apartment in Paris.
LONG-TERM COMMITMENTS
Pension commitment
Thierry de La Tour d’Artaise is covered by the Group supplementary pension
scheme for Groupe SEB’s French senior management (members of the
Group Executive Committee and Group Management Board).
This scheme supplements the mandatory pension plans and comprises a
defi ned contribution plan (known as “Article 83”) supplemented by a defi ned
benefi t plan:
� differential plan based on the offi cer’s seniority and presence. The benefi t
may be paid to supplement the pensions from the legal plans up to 25%
of the reference remuneration computed over the average of the last three
annual target remunerations;
� top-up plan contingent on seniority and presence for which the
potential entitlement vested by year of seniority is 0.8% of the reference
remuneration calculated over the average of the last three annual target
remunerations and capped at 20 years of seniority or 16% of the reference
remuneration.
To benefi t from the defi ned benefi t plans, Groupe SEB executives must
have occupied functions within the Group Executive Committee or Group
Management Board for at least eight years.
The scheme is capped at 41% of the reference remuneration (including
pensions from mandatory plans).
Furthermore, the Board of Directors’ Meeting of 19 March 2010 decided,
in addition to the above rules, to limit the reference remuneration used as the
calculation basis to 36 times the annual Social Security ceiling in force on
the retirement date. This means that the corporate offi cer will be eligible for
a gross compensation replacement rate (including the benefi ts of statutory
retirement plans) of 31% of the reference remuneration at the legal retirement
age.
The Group intends to outsource the entire commitment through matching
payments to a fund into which the pension contributions are made on a
regular basis.
Severance allowance
Thierry de La Tour d’Artaise will not be entitled to any compensation for loss
of offi ce when he ceases to be a corporate offi cer.
Financial Report and Registration Document 2011
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Corporate governance
Remuneration and benefi ts
His employment contract, signed when he joined the Group in 1994 and last
amended when he was appointed Chief Executive Offi cer, was suspended
on 1 March 2005 for the duration of his term as corporate offi cer.
In the same way as for other Executive Committee members, the contract
stipulates that in the event of termination of his employment contract at
Groupe SEB’s initiative, except as a result of gross negligence or serious
misconduct, or at his own initiative following a change of control of Groupe
SEB, Thierry de La Tour d’Artaise will be eligible for a total termination benefi t
equal to two years’ remuneration. Following adoption of France’s TEPA Act,
an addendum to this contract was signed making the termination benefi t
subject to performance conditions. The revised contract stipulates that the
termination benefi t, set at a maximum of two years’ gross salary and bonus,
will be adjusted based on actual performance in relation to targets over
Thierry de La Tour d’Artaise’s last four years of service, as follows:
� if average actual performance falls short of the targets by 50% or more,
no termination benefi t will be paid;
� if average actual performance represents 50% to 100% of the targets,
between 75% and 100% of the termination benefi t will be paid;
� if average actual performance exceeds the targets, the termination benefi t
will be paid in full.
The Board of Directors reserves the right to reduce this allowance by a
maximum of one-half if the last trading year showed a net loss; however, the
allowance may not be less than the fi xed basic salary plus bonus for the last
fi nancial year if application of the performance criteria based on achievement
of targets gives entitlement to payment of an allowance.
The employment contract binding Thierry de La Tour d’Artaise includes no
allowances concerning a non-competition clause.
In accordance with the AFEP-MEDEF Code, the Board of Directors examined
the status of the Chairman with regard to his employment contract at the
time of his re-election, the Chairman’s term of offi ce expiring at the next
General Meeting on 10 May 2012.
The Group’s remuneration policy aims to attract and retain talented
employees. Groupe SEB’s policy has always been to encourage internal
promotion and sustainable management.
On 17 February 2012, at the recommendation of the Nominations and
Remuneration Committee, the Board of Directors agreed that the employment
contract of Thierry de La Tour d’Artaise should remain suspended due
to his age, his personal situation and his seniority within the Group. His
employment contract was suspended on 1 March 2005 for the duration of
his term as corporate offi cer.
Retirement lump-sum payment
The total retirement lump-sum payment entitlement of Thierry de La Tour
d’Artaise amounts to €358,343.
GROUPE SEB
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