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.

Groupe SEB complies with the AFEP-MEDEF Corporate Governance Code for listed companies of December 2008. 

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.

The Board of Directors has made it an internal rule that, in view of their importance, decisions on the cancellation of shares or the possible use of 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.

The number of independent directors, which is less than the one-third miniumum recommended by the AFEP-MEDEF Corporate Governance Code for controlled companies, is a condition of the Shareholders' agreement of 5 November 2005 which decided on the composition of the Board of 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 Jean-Dominique Sénard, 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 2008. Average attendance was 91%. 

The Board of Directors has met on several occasions in recent years at Groupe SEB sites outside France – for example, in Budapest in 2004, Italy in 2006 and Portugal in 2008.

These occasions enable Board members to meet personnel in the subsidiaries and better understand local issues 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 2008 amounted to €410,000. This represents attendance fees due for the period from 1 May 2007 to 30 April 2008, and paid in May 2008. 

 
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.

KEEPING BOARD MEMBERS INFORMED

When a new member is appointed to eht Board, he or she is given a dossier containing comprehensive information on the Group and its working context. This includes the company bylaws, the Directors’ Charter and Internal Rules, a draft agenda of each meeting of the Board and its committees, data on its manufacturing and marketing subsidiaries, 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.

Each Board member also receives monthly sales figures and results data, reviews of press releases, reports on meetings of the Board of Directors and of the Audit and Nominations and Remuneration Committees, as well as the results of published studies by fi nancial analysts concerning the Group.

In 2006, a documentary database for SEB directors was made available via a secure link on the Internet. This database includes all the above documents and any other information of interest to the directors.