GOVERNANCE AND DIVIDEND

GOVERNANCE 

At 31 December 2015 the Founder Group holds 41.3% of the share capital and brings stability to the shareholding, which allows the Group to implement with serenity a long-term strategy

The Board of Directors currently has 15 members, in which five independent.

As a result, one-third of the Board members are independent, as recommended by the AFEP-MEDEF Code.

The directors together hold 23.99% of the company’s share capital and 25.90% of the effective voting rights (or 25.51 % of the theoretical voting rights), thereby adhering to the terms of the Directors’ Charter.

The Board of Directors met seven times in 2015. The attendance rate was 91%.Since 1995, the Board of Directors has shad two specialized committees to help it in areas in which specific skills and meetings are required.

The Audit Committee informs the Board on the identification, evaluation and handling of the main risks to which the Group may be exposed. In particular, it ensures the relevance of financial reporting methods to draw up accounts. It notifies the Board of Directors of any useful observation and recommendations, and participates in the procedure for appointing statutory auditors.

• Catherine Pourre, President, FSP Representative, Independent Director
• Hubert Fèvre, member of FÉDÉRACTIVE
• Christian Peugeot, FFP Invest Representative, Independent Director
• Jérôme Wittlin, member of VENELLE INVESTISSEMENT

The Nominations and Remuneration Committee (NRC) makes recommendations on thecomposition of the Board and on the Group’s organisation and structures. It also makes proposals to the Board of Directors on the compensation policy for corporate officers and monitors that for main executive managers. Finally, it proposes the implementation and conditions for the company’s performance share plans.

• Jean-Noël Labroue, President, Independent Director
• Bruno Bich, Independent Director
• Pascal Girardot, FÉDÉRACTIVE Representative
• Damarys Braida, VENELLE INVESTISSEMENT Representative.

Dividend

For many years, Groupe SEB has had a dividend policy with a long-term strategy that ensures its shareholders receive fair remuneration for the capital they entrust it with. This policy is aimed at reasonably increasing the dividend when its results allow and stabilising it when the economic and financial circumstances so require.

At its meeting on 23 February 2016, the Board of Directors proposed to distribute for fiscal year 2015 a dividend of €1.54 per share, an increase of 6.9% over the previous year. This proposition wa approved by the AGM of 19 May 2016.

Vote of the resolutions

Beyond the approval of the social and consolidated 2015 accounts and of the distribution of a €1.54 dividend by share, the AGM widely approved all the submitted resolutions and in particular:

• The renewal for 4 years of the directorship of M. T. DE LA TOUR D’ARTAISE, of VENELLE INVESTISSEMENT -represented by Mrs. D. BRAIDA-and of t FONDS STRATEGIQUE DE PARTICIPATION – represented by Mrs. C. POURRE-;
• The appointment of Mr Jérôme LESCURE’s as a director, as a replacement of Mr Jérôme WITTLIN, whose mandate fell due;
• The amendment of the company’s articles of association relating to its registered office, from now on situated on the CAMPUS SEB – 112 chemin du Moulin Carron – 69130 ECULLY;
• The classic financial authorizations for capital increases.