The functioning of the Group’s governing and management bodies complies with corporate governance rules generally applied by French companies with shares traded on the regulated market.

FUNCTIONING OF THE BOARD OF DIRECTORS 

• The Board of Directors is a collective body which represents all the shareholders, and acts solely in the interests of the company.
  
  On the proposal of the Chairman and Chief Executive Officer, the Board of Directors decides on Group strategy and capital expenditure, deliberates on the management structures of the Group, and decides on acquisitions.

In view of the importance of the decisions to be made, the Board of Directors decided at its meeting of 16 February 2007 that it would make it an internal rule that decisions by the Board to use AGM authorizations to increase the capital would be subject to a qualified majority vote of 12/15ths of the members present or represented.

The Board of Directors comprises 15 members:

• The Chairman;
• 9 Board members representing the Founder group (5 proposed by FÉDÉRACTIVE and 4 by VENELLE INVESTISSEMENT);
• FFP;
• 4 independent directors.

To be considered independent, a director must have no relationship with the company, the Group or its management, which could compromise the impartiality of the director’s judgement (Bouton report definition).

Having reviewed the situation of Board members, the Board of Directors considers that Pascal Castres Saint Martin, Philippe Desmarescaux, Norbert Dentressangle and Philippe Lenain are independent directors in the sense of the Bouton report.

• The term of office of Board members is 4 years.
  
• Board membership is renewed by rotation, so that shareholders can decide more frequently on the composition of the Board.
  
• In June 2002, the Board of Directors confirmed the unitary organization of management authority. Thus, the Chairman, Thierry de La Tour d’Artaise, is also the Chief Executive Officer.
  The Board of Directors does not constrain the authority of the Chief Executive Officer.

BOARD MEETINGS 

The Board of Directors met on 6 occasions in 2007. Average attendance was 88%. 

The Board of Directors has met on several occasions in recent years at Groupe SEB sites outside France – for example, in Istanbul in 2003, Budapest in 2004 and Italy in 2006. 

These occasions enable Board members to meet personnel in the subsidiaries and better understand local problems in their context.


ATTENDANCE FEES

The maximum amount of attendance fees authorized by the Annual General Meeting of 2007 was €420,000. Each Director receives annual remuneration 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.

The total amount of attendance fees allocated to Board members in 2007 amounted to €263,250. This represents attendance fees due for the period from 1 May 2006 to 30 April 2007, and paid in May 2007. 

 
DIRECTORS’ CHARTER AND INTERNAL RULES OF THE BOARD OF DIRECTORS

Reaffirming its commitment to the principles of corporate governance, the Board, at its meeting of 18 June 2003, approved a Director’s Charter and Internal Rules, combined in a single document. 

• Directors' charter
  This Charter was drawn up to ensure that Board members have a clear understanding of their role, 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 conflicts of interest, access to information, confidentiality, objective analysis, and vigilance with regard to the regulations governing privileged information.
  
  
• Internal rules
  The internal rules cover the makeup and functioning of the Board, the role and mission of the Board and its committees, and policy on the remuneration of Board members.