The activities of the Group’s governing and management bodies are compliant 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. 

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, capital expenditure and budgets, 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 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);
• The companu FFP;
• 4 independent directors.

In light of the fact that the capital is controlled by two major shareholders, the Board of Directors has slightly less than one third of independent members, as recommended by AFEP-MEDEF Corporate Governance Code.

 

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 (AFEP-MEDEF Cod Definition).

After examining the Board member situation, the Board considers that Jean-Dominique Sénard, Philippe Desmarescaux*, Norbert Dentressangle, Philippe Lenain and Jean-Dominique Senard are independent members under the terms of the AFEP-MEDEF.

• 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 makeup 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, therefore assumes the function of Chief Executive Officer.
  This choice is made for reasons of effeciency.

BOARD MEETINGS 

The Board of Directors met on 8 occasions in 2009. Average attendance was 92,5%. 

The Board of Directors has met on several occasions in recent years at Groupe SEB sites outside France – for example, in 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 2007 Annual General Meeting was €420,000.

Each Director receives annual pay 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.

Due to the high attendance rate for Board and Committee meetings, It was ot judged necessary to introduice a variable portion of annual pay based on attendance.

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 2008 to 30 April 2009, and paid in May 2009. 

 
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 regulations
  The Internal Regulations 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 the 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 Regulations, 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.

Also, each Board member periodically receives monthly sales figures and results, press reviews, meeting minutes of the Board of Directors and of the Audit and Nominations and Remuneration Committees, as well as the results of published studies by financial 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.