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Annual Report Sustainable Development Report Summary | 5 200 05 | Annual Report Profile, Key figures_01 • Chairman's message_02 Financial information_04 • Stockmarket information_08 Corporate governance_10 • A Changing sector_12 International expansion_14 • Marketing strategy_18 Being competitive_22 Sustainable Development Report Principles_28 • Corporate responsibility_29 Shareholder relations_30 • Client and Supplier relations_31 Civic commitment_32 • Environment_33 Priorities_34 • Sharing income_36 Management bodies_37 Profile, Key figures Present in French homes for more than 50 years, we have gradually extended our sphere of action around the world. With a rich portfolio of powerful brands and the market's most extensive product offer, Groupe SEB is today world leader in small domestic equipment. Our success is due chiefly to our ability to innovate and invent for your day-to-day life in tomorrow's world. Your world is our world S a l e s + 7 . 6% €2,463million Ope rati n g marg i n s t a b l e €262million N et i n c om e – 2 1 % €103million Fi nan c ial de bt 3 1 . 1 2 . 0 5 €419million Em ploye es worl dw i de 3 1 . 1 2 . 0 5 14,400 STRATEGIC BUSINESS AREAS COOKWARE: frying pans, saucepans, casseroles, bakeware, oven dishes, pressure cookers, low-pressure steam pots, kitchen utensils... ELECTRICAL COOKING: deep fryers, table-top ovens, barbecues, informal meal appliances, waffle makers, meat grills, toasters, steam cookers... FOOD AND BEVERAGE PREPARATION: food processors, beaters, mixers, blenders, centrifugal juice extractors and small preparation equipment, coffee makers (pod, filter and espresso), electric kettles... PERSONAL CARE: hair-care equipment, depilators, bathroom scales, foot massage appliances... LINEN CARE: irons and steam generators, garment steam brushes, semi-automatic washing machines... FLOOR CARE AND HOME COMFORT: vacuum cleaners (upright or canister, with and without dust bag, compact and cordless), fans, heaters and air purifiers... WORLD RANKING N° 1 Cookware • Pressure cookers • Steam irons and steam generators Kettles • Steam cookers • Food-preparation equipment • Toasters • Electric fryers • Informal meal appliances N° 2 Table-top ovens • Electric barbecues and grills N° 3 Filter and espresso coffee makers | 01 Annual Report 05 While trading was very favourable in America and Asia in 2005, your Group faced difficulty in Europe, and saw contrasting performance which reflected the general economic climate. All these steps will go on yielding results in 2006, notably with continued international expansion and active development of our recent acquisitions: we plan to launch the Lagostina brand in 26 countries and will expand the Panex product portfolio. Although Group business suffered badly from continued falling prices in European markets – still undergoing structural change – our international operations and recent takeovers helped us to achieve growth in sales and maintain our operating margin. In this context, our results are satisfactory. In the current context of undifferentiated products and falling prices, we are more than ever determined to focus on innovation by regrouping and reinforcing our centres of expertise for products and technologies. Over 200 new products and models will be launched in 2006, giving each of our brands a complete offer tailored to each type of market. We continued to differentiate our brands throughout 2005 – a process begun in 2004 – notably with the re-launch of Krups. In line with our innovation strategy, we launched 180 new products and models. Group logistics in France were streamlined to better serve our retail clients. We also went ahead with adapting our industrial base in Germany and Spain. Finally, the Group completed its coverage of the cookware market with the acquisition of Lagostina in the top-range segment and Panex in Brazil. | 02 In this way, the Group's presence is assured in all market segments. However, it cannot make all these products in France, in particular certain everyday articles such as kettles, filter coffee makers and toasters. Chairman's message With consumer behaviour changing in mature markets such as Europe, and with the gaining strength of low-cost producer countries, the Group must continue to adapt in order to guarantee its long-term future and maintain its position as world market leader. In consequence, a restructuring plan involving four factories was announced in January. The plan will affect 890 of the Group's 7,200 jobs in France. Though painful, this adjustment to the market is vital for our long-term future. Loyal to the Group's corporate values, we intend to carry out this plan in the best possible conditions from a social and human point of view. The plan will be spread over two years to allow time to find a solution for every person involved. There will be no outright redundancies. The Group is optimistic about its future: it is well armed to meet the needs of emerging markets where the level of equipment is still low, and where there is a demand for a better class of product. It is also ready to re-launch sales growth in mature markets with its rich brand portfolio and diversified product offer. Our optimism is built above all on the outstanding commitment of Groupe SEB employees and shareholders – to whom I express my warmest thanks. Confident in the future of the Group Thierry de La Tour d’Artaise Ecully, 25 February 2006 | 03 financial overview France 24% NAFTA countries 14% South America Other EU countries* 8% 28% Asia and Other territories 26% Breakdown of sales by geographic zone * Based on 15-member European Union 404 0.8 327 0.6 189 0.3 331 0.5 331 0.5 419 0.5 Net financial debt and gearing 2001 468 15.8 2002 497 23.7 2003 2004 506 29.3 597 20.6 2004 2005 IFRS IFRS 596 21.9 689 14.9 Debt at 31.12 (€ millions) O Gearing: debt-to-equity ratio O IFRS Return on shareholders' equity 2001 2002 2003 2004 | 04 2004 2005 IFRS IFRS Shareholders' equity at 1 January (€ millions) O Return on shareholders' equity (%) O IFRS Financial information Group consolidated results CONSOLIDATED INCOME STATEMENT At 31 December (in € millions) Revenue Operating expenses OPERATING MARGIN Discretionary and non-discretionary profit-sharing RECURRING OPERATING PROFIT Other operating income and expense OPERATING PROFIT Finance costs Other financial income and expense Share of profits (losses) of associates PROFIT BEFORE TAX Income tax expense Minority interests PROFIT ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT 2005 IFRS 2004 IFRS 2,462.9 (2,200.7) 262.2 (29.3) 232.9 (49.2) 183.7 (17.6) (7.6) (1.1) 157.4 (54.6) (0.1) 102.7 2,288.7 (2,027.8) 260.9 (34.2) 226.7 (40.0) 186.7 (8.1) (4.4) 174.2 (40.9) (2.5) 130.8 2005 IFRS 2004 IFRS 848.6 449.8 630.3 86.6 53.5 1,220.2 2,068.8 750.5 386.0 552.0 52.0 40.4 1,030.4 1,780.9 2005 IFRS 2004 IFRS 801.3 1.2 802.5 104.3 228.1 332.4 368.0 303.7 262.2 933.9 2,068.8 686.4 2.4 688.8 18.6 180.7 199.3 352.3 298.3 242.2 892.8 1,780.9 CONSOLIDATED BALANCE SHEET At 31 December ASSETS (in € millions) NON-CURRENT ASSETS Inventories Trade receivables Current tax assets and other receivables Cash, cash equivalents and derivative instruments CURRENT ASSETS TOTAL ASSETS EQUITY AND LIABILITIES (in € millions) EQUITY ATTRIBUTABLE TO EQUITY HOLDERS OF THE PARENT MINORITY INTERESTS EQUITY Long-term borrowings Provisions and other non-current liabilities NON-CURRENT LIABILITIES Short-term borrowings and derivative instruments Trade payables Other provisions and current liabilities CURRENT LIABILITIES TOTAL EQUITY AND LIABILITIES | 05 Comments on the financial statements Sales Groupe SEB sales for 2005 amounted to € 2,463 million, up 7.6% at current exchange rates and by 4.9% at constant parity. These figures include a €102 million contribution from recently acquired companies (All-Clad for 12 months – against 5 in 2004 – Lagostina for 8 months and Panex for 7 months), as well as a positive exchange effect of €58 million (after three years negative) and 0.6% organic growth (for constant structure and exchange rates). The Group saw sharp contrasts in the overall trading environment in 2005. In Europe, sales were affected by the rising influx of very cheap products from Asia, which led to increased pressure on prices and margins. However, in North and South America and in the other countries, Groupe SEB made rapid progress thanks to its strategy of international expansion and reinforcement of its presence in existing markets. Meanwhile, we returned to growth in the United States after three difficult years, while we continued to make inroads in Latin America, bolster our positions in the CIS countries, Japan, South Korea, Central Europe and Australia, and accelerate our expansion in new markets such as Thailand, China and Singapore. Trading results The 2005 operating margin (based on IFR Standards) stood at €262 million – virtually the same level as in 2004. For constant structure (excluding a €6 million contribution from recent acquisitions), the figure would have been €256 million. This is explained by eroded profits on our European sales due to downward pressure on prices caused by growing competition from cheap Asian products (especially in certain banalised ranges) and the gaining strength and geographic spread of discount chains promoting cut-price products. CHANGE IN THE OPERATING MARGIN (OM) (€ millions) + 20 - 18 +6 - 10 -6 +9 Volume Product Purchase Overheads Currency Acquisales mix and cost impact sitions price 261 262 2004 OM 2005 OM | 06 Financial information On the other hand, a €10 million rise in purchasing costs linked to higher prices for some raw materials was almost wholly offset by a €9 million exchange gain. Operating profit before financial expense stood at €184 million, down by 1.6%. A €5 million drop in bonus and profit-sharing was cancelled out by a €9 million rise in 'Other income and expense'. The latter included €60 million in restructuring charges (mainly concerning Germany and Spain), as well as provisions for depreciation of fixed assets related to the announced 2006-2007 French industrial restructuring plan. At €103 million, Group net income fell back from its level of €131 million in 2004 (IFRS). This drop was due to a twofold rise in net financial expense (€-25 million in 2005, against €-12 in 2004) linked to the recent acquisitions, and to a higher tax level because the Group did not benefit from tax-loss carryforwards as in previous years. In the balance sheet, Group shareholders' equity at the end of 2005 stood at €802 million, and the level of debt was €419 million. The €88 million year-on-year rise in debt was due mainly to the 2005 acquisitions of Lagostina and Panex, and to a lesser extent to a higher working capital requirement. With a ratio of net debt to shareholders' equity at 0.52 (0.48 at the end of 2004), the financial situation of the Group is healthy and solid. Acquisitions A year after the acquisition of the American company All-Clad, Groupe SEB added to its fund of expertise and reinforced its position in the cookware market by taking over Lagostina in Italy and Panex in Brazil. Lagostina is Italy's market leader in mid-range and top-range cookware (including saucepans, casseroles, frying pans and pressure cookers) and is known for its industrial expertise in bonded and stainless steel. A front-rank cookware brand in France, Canada, the Benelux countries and Taiwan, this company is currently expanding in China, Hong Kong and Japan. The takeover of Lagostina makes Groupe SEB world leader in premium quality cookware. Founded in 1948, Panex is Brazil's market leader in cookware, and sells locally-made frying pans, casseroles, saucepans and pressure cookers. The takeover of Panex establishes the Group in Brazil's cookware market and opens an opportunity to expand in the other Mercosur countries. With Arno and Panex, Groupe SEB is now a major force in the small domestic equipment market in South America. | 07 Seb share overview Breakdown of capital at 31 December 2005 Treasury stock 4.4% French private shareholders 6.5% Founder group* 43.2% French institutional investors 23.1% Employees 4.2% FFP 5.1% Foreign investors 13.5% * Joint reference shareholders: FÉDÉRACTIVE (a shareholder investment company) and its members for 22.86%, and VENELLE INVESTISSEMENT (a family shareholder company) and its members for 20.38%. Breakdown of voting rights at 31 December 2005 Foreign investors 9.6% French private shareholders 5.6% Founder group* 59.9% French institutional investors 16.3% Employees 5.0% FFP 3.6% * Joint reference shareholders: FÉDÉRACTIVE (a shareholder investment company) and its members for 31.49%, and VENELLE INVESTISSEMENT (a family shareholder company) and its members for 28.37%. Renewal of the shareholder agreement In November 2005, the family shareholders making up the Founder group of SEB SA signed a new shareholder agreement, which replaced the previous one (signed on 7 November 1992 and renewed in November 1997). In this agreement, they confirmed their intention to support the company in its long-term development and ensure the stability of the Groupe SEB shareholder base. The four-year agreement, renewable for identical periods, is organized around two usufruct shareholder companies which jointly make up the reference shareholder group: FÉDÉRACTIVE, a shareholder investment company, and VENELLE INVESTISSEMENT (formerly ACTIREF) a family shareholder company. | 08 Stockmarket information 110 105 100 95 90 85 80 75 70 65 60 O CAC 40 adjusted O SEB share (€) First quarter 2005 Second quarter 2005 Third quarter 2005 Fourth quarter 2005 28.02.2006 SEB share price 43,988 4,042 50,000 4,000 45,000 3,500 40,000 35,000 30,000 4,500 27,616 2,308 25,000 19,907 1,733 21,731 1,835 28,544 2,320 21,582 1,799 22,499 1,946 3,000 26,370 2,209 18,647 17,043 1,627 1,535 20,000 21,292 1,870 15,115 1,331 2,500 19,711 1,790 2,000 1,500 15,000 10,000 1,000 5,000 500 0 0 J|2005 F M A M J J A S O N D J|2006 Average daily share transactions in 2005 Average volume O Average capital (€ thousands) Stockmarket capitalization at 31.12.2005: €1,562 million For the second successive year, the SEB share performance varied both in price and volume traded. It nonetheless maintained its upward trend in 2005: +9% in the first six months and +16% over the whole year (closing at €92 on 31 December 2005). Publication of satisfactory sales figures and increased results for 2004 helped to raise the share price in the first quarter. In the second quarter, a dull economic context put markets on hold, and the SEB share remained in line with the CAC 40 index. In the second half of 2005, the share recovered gradually to reach a closing high of €92.55 on 23 and 27 December. This recovery was helped by the announcement of half-year and nine-month sales. Early in 2006, publication of sales figures for 2005 hoisted the share to a new peak of €98.15, before falling back at the end of January after the Group's announcement on 24 January of its plan to restructure its industrial base in France. Since then, the share has stabilized at around €89. Diluted net income per share and distributed dividend (€) Net income per share Net dividend * Dividend proposed to the AGM of 11 May 2006. | 09 2001 2002 2003 2004 published 2004 IFRS 2005 IFRS 4.59 1.82 7.25 1.96 9.06 2.27 7.57 2.40 8.02 2.40 6.27 2.40* Groupe SEB Board of directors Thierry de La Tour d’Artaise Founder group – Aged 51 Chairman and Chief Executive Officer of SEB SA since 2000 Number of SEB shares held: 14,821 Tristan Boiteux(a) Founder group, member of FÉDÉRACTIVE – Aged 43 Member of FÉDÉRACTIVE Advisory Board Number of SEB shares held: 41,788 Damarys Braida Founder group, member of VENELLE INVESTISSEMENT Aged 38 – Joint Manager of VENELLE INVESTISSEMENT Number of SEB shares held: 56,583 Pascal Castres Saint Martin Independent Director – Aged 70 Number of SEB shares held: 385 FÉDÉRACTIVE(a) (b) Shareholder investment company created in 2005, represented by its Chairman, Pascal Girardot (aged 50) member of the Founder group. Number of shares held: 3,096,074 Hubert Fèvre Founder group, member of FÉDÉRACTIVE – Aged 41 Member of FÉDÉRACTIVE Advisory Board Number of SEB shares held: 180,153 Renewal to be proposed at the AGM of 11 May 2006. Co-option to be ratified by the AGM of 11 May 2006. Philippe Lenain Independent Director – Aged 69 Number of SEB shares held: 550 Frédéric Lescure Founder group, member of FÉDÉRACTIVE – Aged 44 Number of SEB shares held: 21,632 Philippe Desmarescaux(a) Independent Director – Aged 67 Number of SEB shares held: 1,782 (b) Jacques Gairard Founder group, member of VENELLE INVESTISSEMENT – Aged 66 Chairman and Chief Executive Officer of Groupe SEB from 1990 to 2000. Member of the Management Board of VENELLE INVESTISSEMENT Number of SEB shares held: 59,167 Antoine Lescure Founder group, member of FÉDÉRACTIVE – Aged 34 Number of SEB shares held: 76,092 Norbert Dentressangle(a) Independent Director – Aged 51 Number of SEB shares held: 1,650 (a) FFP (société Foncière, Financière et de Participations) A holding company listed on the Paris stock exchange and majority-held by the Peugeot family, represented by Christian Peugeot (aged 52) Number of SEB shares held: 857,337 VENELLE INVESTISSEMENT Founder group – A family shareholder company (formerly ACTIREF) represented by Olivier Roclore (aged 51) Number of SEB shares held: 1,988,156 Jérôme Wittlin Founder group, member of VENELLE INVESTISSEMENT – Aged 46 Joint Manager of VENELLE INVESTISSEMENT Number of SEB shares held: 2,046 Each Board member is required to hold a number of shares in the SEB SA nominal share register equivalent to about two years of attendance fees. | 10 Corporate governance Real powers of control Groupe SEB has long applied a system of corporate governance which respects the interests of its shareholders. The methods and functioning of the Board ensure management transparency and real powers of control. A collective body, the Board of Directors 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, and deliberates on Group management structures and acquisitions. To ensure the interests of shareholders, Groupe SEB Board includes four independent directors. The Board conducts an annual review of its functioning. Organization and functioning of the Board To assist it in specialist matters, the Board operates two committees drawn from its members: The Audit Committee This committee comprises three members, Pascal Castres Saint Martin as Chairman, Norbert Dentressangle and Jérôme Wittlin (two of the three members including its chairman are independent directors). The committee informs the Board on the identification, evaluation and handling of the main financial risks to which the Group may be exposed. It is concerned in particular with ensuring the conformity of financial reporting methods. It assists the Board with observations or recommendations, and participates in the preparatory procedure for appointing statutory auditors. The Audit Committee met on four occasions in 2005, with 92% attendance. The Nominations and Remuneration Committee This committee comprises three members, Pascal Girardot, permanent representative of FÉDÉRACTIVE, as Chairman, Philippe Desmarescaux and Philippe Lenain (two of the three members are independent directors). The committee reports on its work to the Board of Directors and makes recommendations on the makeup of the Board, on the terms of office of directors, and on the Group's organization and structures; it also makes proposals to the Board on policy for the remuneration of executives, as well as on the introduction of share subscription and purchase option schemes, and on the terms and conditions applying to these. This committee met on five occasions in 2005, with full attendance. Good practices – adherence to the Directors' Charter and Internal Rules; – the presence of four independent directors on the Board in 2005; – directors' term of office limited to four years; – renewal of Board membership by rotation, to give more say to shareholders; – high participation: ten Board meetings in 2005 with 89% attendance; – information: each new Board member is given a full dossier on the Group, and regular detailed information throughout the year. | 11 Strategic overview of the small domestic equipment sector World leader in small domestic equipment, Groupe SEB operates in two different, though complementary worlds: small electrical appliances and cookware. Both of these worlds involve the deployment of similar expertise and skills. Both are concerned with the relevance and quality of products, brand management, and a strong command of retail networks. Both bring the Group into close proximity with consumers. All our brands share in your day-to-day life... Your world is our world. A changing market Opportunities to be seized Over the last three years, our market has seen a rapid and profound transformation, marked by three key features: – convergence, reinforcement and globalization of retail chains; – store shelves flooded with Asian products; – a clear polarization of the market between entry-level products and high-range products, with an equally sharp divergence in prices. The still-fragmented small domestic equipment sector has embarked on a phase of consolidation in which Groupe SEB aims to play an active role. Its powerful brand portfolio and vast product offer – both unrivalled in the industry – combined with its global reach and diversity of retail channels, give it exceptional stability and growth potential which can be strategically exploited. This polarization of the market, which has already been described and commented upon by the Group, sharpened further recently. This was due largely to foreign exchange parities, and resulted in significant changes to our trading environment, now characterized by: – the growing strength of extremely competitive Chinese manufacturers who supply the entry-level segment; – a weakening of producers who no longer command the production chain and no longer design new products that create added value; – growth in top-end ranges, which has led to the emergence of new rivals specialized in niche markets; – acquisition opportunities for industry operators who pursue a strategy of innovation, competitive performance, expansion and good service. Chinese competition is today a structural reality in our market. It is leading to a shake-up in our industry in which it is likely that only the fittest will survive. Moreover, recent market developments show that while the hard discount model continued to spread in 2005, especially in Europe, it is also reaching its limits. With prices stabilizing, some hard discounters are now showing a renewed interest in more worthwhile branded products to attract customers who demand quality. Meanwhile, there is a rising demand for top-range and even luxury products, helped by the growth of selective distribution channels. Some facts about our industry Average hourly rate in China Average hourly rate in France This is a ratio of 1-to-50. | 12 €0.5 €25 A changing sector A Group well equipped to win Looking beyond the turbulence of a European market which is undergoing radical change, Groupe SEB is well equipped to pursue its long-term strategy while taking full advantage of medium-term opportunities in the small domestic equipment market. Its four key strategic priorities – product leadership, geographic leadership, competitive performance and client service – are built around a twofold approach: Continue to concentrate the sector and create value Management of ranges and brand development Innovation Adaptation of industrial facilities in Europe and greater use of sourcing Reduction of operating costs Optimization of client service Acquisitions to concentrate the sector Identify and develop new sources of value Expansion in high-potential economies Reinforcement of top ranges Development in fast-growth product families Diversification of distribution and use of alternative channels Creation or exploitation of new key product categories Acquisition or creation of new business and development of partnerships Rapid and responsive action in taking up these challenges will guarantee the Group's future success and strengthen its long-term market leadership. Breakdown of 2005 sales, by activity Home cleaning and other products 5% Electrical cooking 15% Linen care, personal care and home comfort 28% Cookware 27% Food and beverage preparation 25% Imports into the European Union from China (2002-2004) Coffee makers +14% Hair dryers +42% Toasters +50% Food processors +52% Meat grills +121% | 13 your world is manifold Plurality &Proximity The 2005 trading year confirmed more than ever that its international dynamic is a key growth driver for Groupe SEB. This global deployment, begun almost 30 years ago, has given us a solid grounding for our constant drive to reinforce existing positions and conquer new markets. Europe, Groupe SEB's domestic market Austria, Belgium, Denmark, Finland, France, Germany, Great Britain, Greece, Ireland, Italy, The Netherlands, Norway, Portugal, Spain, Sweden • 12 factories (10 in France, 1 in Germany, 1 in Italy) • 22 marketing companies. Europe, and in particular France, is the historical home of Groupe SEB. In today's Europe, we market five international brands: Krups, Rowenta, Tefal, Moulinex and Lagostina, and two regional brands, Calor and Seb. Most European countries are mature markets and, apart from breakthrough inventions, the Group's European business relies heavily on the product replacement cycle. | 14 In 2005, the Group's trading in Europe faced a difficult context marked by slow consumer demand and rising competition from low-priced entry-level articles promoted by discount chains and certain hypermarkets. This led to downward pressure on prices in virtually all European countries. International expansion By contrast, growth was confirmed in the top-range segment, which constitutes a new relay for the development of brands that create added value. Groupe SEB aims to be a major player in this segment, and will take full advantage of its expansion. The BeerTender: a product victory in Austria In the wake of its enormous success in The Netherlands, the BeerTender draught-beer machine took the Austrian market by storm with 17,000 units sold in just a few weeks. The BeerTender also helped the sales of other Krups products, in particular its fully automatic espresso ranges. As a result, Krups doubled its Austrian sales. North America, a revival Canada, United States, Mexico • 3 factories (2 in the USA, 1 in Mexico) • 4 marketing companies. quality cookware. Trading performance in 2005 vindicated our upmarket strategy in the United States. Groupe SEB has also been long established in Mexico where it holds strong positions in cookware and in certain other product families (including steam irons, electric fryers and blenders under the Moulinex and Tefal brands). Trading in Mexico was sustained in 2005. In Canada, Group sales were achieved mainly with the Tefal and Moulinex brands, while the Krups brand is being progressively introduced. USA Operating in the United States since 1975 with T-Fal nonstick cookware, the Group has gradually extended its field of action over the years. Its long presence and experience gave it an early insight into the American market, and the fact that its future potential in the USA lay in strong promotion of high-range products. Today, the Group has transformed this potential into reality, with Rowenta as the uncontested leader in top-range steam irons, Krups as a strong prestigious brand in coffee appliances, and All-Clad as our specialist in premium A presentation display of Krups and All-Clad collections. | 15 South America, a new eldorado Argentina, Brazil, Chile, Colombia, Peru, Venezuela • 3 factories (2 in Brazil, 1 in Colombia) • 9 marketing companies. launched a dynamic new product drive backed by marketing operations and powerful advertising campaigns. Arno confirmed its leadership of the small domestic equipment market in Brazil, where its total market share is estimated at 30%. The year was also marked by the acquisition of Panex, Brazil's leader in cookware. The integration of Panex is well under way and the Group plans to quickly exploit synergies with Arno to achieve new commercial momentum in this market. Brazil remains the Group's biggest market on this continent (accounting for over 75% of its South American sales) and local economic conditions in the country have been favourable in the last three years. However, business in 2005 was affected by the revaluation of the Brazilian real, as this opens the way to imports from Asia – despite customs duty – and hinders exports. In this more difficult context, Arno Argentina, Colombia and Venezuela proved by their performance that they constitute a new springboard for the Group, which continues to reinforce its positions and increase its sales. In Chile, a market which is wide open to Asian imports, and where distribution is highly concentrated, Group sales are hamstrung by a difficult competitive context. However, future prospects in this market are not discouraging. Brazil The 2005 trading year once again demonstrated the enormous potential of South American markets in the small domestic equipment sector. The Group has been operating for several years in these markets and is steadily reinforcing its positions with a structured offer adapted to local needs. It sells in these markets under three of its international brands, Tefal, Moulinex and Rowenta, and under three well-known regional brands, Arno and Panex in Brazil, and Samurai in Colombia and the Andean Pact countries. Arno – Brazil Colombia The Brazilian factory makes mainly mixers, blenders, fans, irons and semi-automatic washing machines. Food-preparation equipment factory in Colombia. Brazilian advertising campaign. | 16 International expansion Other world territories, vast markets Australia and New Zealand, the CIS countries, Central Europe, Turkey, the Middle East, Japan, China, South Korea, Taiwan, Thailand • 3 factories (1 in Iran, 1 in the CIS countries, 1 in China) • 23 marketing companies. Dynamic contributions to the Group's sales growth in 2005 came from Asia (Japan, Korea, Hong Kong and Australia), the CIS countries and Central Europe – with special mention for Poland and the Czech Republic. Domestic trading (in local currencies) remained buoyant in Turkey, while sales really took off in China, even though they were far short of the targets for this enormous market. China A very mixed geographic zone which covers both distant developed countries and emerging markets, the Group's 'Other world territories' now account for over a quarter of total consolidated sales, against less than 20% three years ago. Apart from their current sales performance, these countries are a rich source of medium-term and long-term growth potential. For this reason, the Group is deploying a strategy of rapid expansion in these markets, based on the power of its world brands, on a product offer matched to local needs, on dedicated sales teams with local links, and on the use of a variety of retail channels. The Group intends to take full advantage of the development of these promising territories – often first-timebuyer or first product-renewal markets – and thus go on putting down local roots around the world. Groupe SEB factory in Shanghai. Japan, the strong link in 2005 With sales of €75 million, Japan is today one of the ten biggest contributors to Groupe SEB revenues. Our operations in this country are focused on four major product families: – T-Fal nonstick cookware, in which Japan is the world's second-largest market in value; – pressure cookers, where the Group's traditionally solid positions have gained strength in the last two years following the bankruptcy of a main rival in this market, in value; – steam irons, with more advances in 2005 and market-share gains; – electric kettles, where the Group created a new market which literally exploded in 2005 with a virtual quadrupling of sales. Kay LIN, SSEAC Commercial Manager The awakening of China Growing at a rate of between 14 and 17% a year, the small domestic equipment market in China is in boom. In the major cities, rising living standards are accompanied by an increasing level of domestic equipment (hi-fi, home electrical appliances, etc.), as people seek a “Western” lifestyle. This market has very high potential for us. Our priority is to consolidate an efficient distribution network by, for example, penetrating new channels such as hypermarket chains and specialist stores, while we continue to expand our operations in China's major cities. With this in mind, we restructured and strengthened our sales force in 2005. This helped us to build up our relations with regional wholesalers and focus on mass-retailer accounts and key electrical-goods specialists, while reinforcing our longstanding links with department stores. This reorganization saw its first fruits in 2005, and sales growth is expected to continue in 2006. | 17 your world is aspiring Brand values &creation Groupe SEB has exploited its outstanding brand assets for many years with a clear strategy of differentiation and complementary market positioning. These brands – each with its own personality – spearhead distinctive product collections which are designed to respond to the multiple needs and aspirations of consumers around the world. • Five world brands – Moulinex, Tefal, Rowenta, Krups and Lagostina. • Regional brands – T-Fal and All-Clad (North America); – Arno, Panex and Samurai (South America); – Calor and Seb (France and Belgium). • Two product worlds. Krups – ‘Prep Expert’ Ambassador brands The Group deploys a strategy of specialist well-known brands in each of its product worlds – the worlds of cookware and small electrical appliances – by exploiting each brand's complementary strengths. Tefal is the global brand and an industry benchmark in cookware. An expert in nonstick coating technology and renowned for the variety and originality of its offer, it targets its collections on the middle and upper segments. In addition, in the last two years, the Group has propelled itself into the high-class cookware market – first with the takeover of America's prestigious | 18 All-Clad brand, and then, in 2005, Italy's star cookware brand, Lagostina. With the acquisition of Panex, the Group won leadership of Brazil's cookware market. In the world of small electrical appliances, our four showcase brands – Moulinex, Tefal, Rowenta and Krups – span the entire market. Each brand's distinctive values appeal to a well-defined constituency, and each brand's identity inspires its product catalogue, advertising, design, and targeted positioning through selected retail channels. Marketing strategy Brands and innovation: a winning combination The Group uses innovation to demarcate itself from increasingly bland competition. It raises market standards by offering new functional features and well-designed collections of products that stand out for their performance and aesthetic appeal. In entry-level products, the Group has won back the initiative with Moulinex, building up a competitive offer based on the brand's values: products that are easy-to-use, rapid, affordable and imaginative. Called the Principio range, this palette of 18 products has a distinctive and coherent design identity. Other Group-wide projects are under way to develop more of these distinctive and economically viable products. In middle ranges, the Group's traditional segment, Moulinex and Tefal enjoy stronghold positions. Moulinex, with its simple, easy-to-use and efficient appliances, is an expert in food-preparation aids ranging from mixers, beaters, centrifugal juice extractors and blenders to the new Adventio food processor for simultaneous preparation of solids and liquids. Tefal's targeted approach, which evokes ingenuity and shared pleasure, is aimed at people who enjoy being involved in the kitchen. It combines clever storage and bright ideas for simplifying day-to-day tasks. Its Compact and Combino ranges designed for modern living conditions have fold-away handles for easy stacking. Its Color Click electric kettle has a clip-on colour-change feature, adapting to consumer’s mood. Its Pro Minute irons and steam generators are instantly at hand for speedy ironing. Another clever idea is the Eat'N Go electric plate with a printed-circuit heating element for people who need to eat where they happen to be. In the mid-to-upper ranges, the Rowenta brand conveys harmony, wellbeing and refinement. The Rowenta customer demands high-performance products and places a high value on the aesthetic. Thus, Rowenta's new Focus and Advancer irons are an ultimate blend of ergonomics, elegance and advanced technology. A soleplate with 400 micropores and a special valve system ensure unrivalled steam power. In floorcare, Rowenta highlights the technical prowess of its vacuum cleaners: compacity, bagless technology, anti-allergy and many other benefits. In personal care appliances, improvements focus on wellbeing: hair dryers with an ionic function or ceramic heating element for better hair protection, revolving-head depilators, or digipressure foot-massage appliances. In top ranges, Krups – our flagship brand in this segment – has returned in force to international markets with truly outstanding products. A big 'coffee year' for Krups, 2005 saw it launch a whole raft of new coffee machines: these included classic and pod espresso coffee makers and fully automatic and combination pump machines. Moreover, Krups plans to launch a new assortment of food-preparation appliances in 2006. These include an advanced-function kitchen machine, food processor and blender which are even more powerful, silent and easy to use, with a weighing function for certain models. The Group's cookware offer was considerably enriched and gained international strength with recent acquisitions – in particular Lagostina in the top-range segment, which plans an extensive launch programme in 2006 with four new international ranges aimed at 26 markets. Rowenta 'Advancer' steam iron Tefal – ’Combino’ Moulinex – ‘Principio’ range | 19 Design and promotion: a coherent language Together, these two modes of expression clearly state brand values that marry tradition with modern sociocultural trends. The language of design – visual and tactile, direct and incisive – gives the product its voice and its sensorial appeal. Instantly perceived by the consumer, this affective dimension is a powerful ally against the growing banality of the market offer. External designers bring a distinctive approach to each brand. Indeed, creative design is not just the prerogative of upper ranges, as demonstrated by the Principio offer from Moulinex, where design clearly spotlights product benefits. Advertising and promotion also project the enduring identity of each brand, while setting the scene for the brand's product world. The shape, the mood, the motto, the choice of materials are the basic building blocks employed to get across the brand's message. We also devote part of our budget to point-of-sale promotion, with retail displays, demonstrations and product stands. The Internet, easily accessible today, is another key channel for product presentation and information, and is increasingly appreciated by our customers. Lagostina – 'Academy' A differentiated distribution strategy The Group encounters a wide variety of retail formats in most of the countries where it operates. These range from the small neighbourhood store to hypermarkets, mail order houses, discount retailers and Internet websites. Today, we are seeing a strong trend to concentration of the world's major distributors, who have considerable negotiating power. Meanwhile, we have adapted our distribution strategy to local trading conditions with, for example, 130 Tefal franchise outlets in Turkey, 11 Casa Lagostina boutiques spread over several European countries, telesales operations in South Korea, and TV “infomercial” programmes in the United States. In addition to our geographic adaptation, we use a differentiated approach to distribution channels. Thus, Krups and All-Clad in the United States serve as flagship brands with selective, top-quality retailers who are rapidly expanding and who tend to demand exclusive brands and product assortments. In hypermarkets, Moulinex, Tefal and Rowenta position themselves in relation to a retail banner's price and choice criteria in order to offer adapted ranges. We also pay close attention to the rapid growth of so-called alternative channels (i.e., other than the Group's usual outlets): telesales, Internet shopping, and business-to-business sales. A Casa Lagostina sales outlet. Casa Lagostina Being extended throughout Europe, these dedicated sales outlets will number 14 by the end of June 2006. Today, they exist in France, Switzerland, Germany, Italy and Portugal. They accounted for more than 10% of Lagostina's total 2005 sales, which was an increase of 30% on the previous year. Casa Lagostina stores attract a clientele that is demanding in terms of quality and price. The chain is a powerful marketing tool because of its direct contact with the consumer, and the possibility to demonstrate new concepts and create different product worlds. The Group will continue to open new Casa Lagostina branches through which it will sell targeted ranges and other products and brands from its portfolio. | 20 Marketing strategy Moulinex • Ease-of-use and speed • Simple architecture, trendy, young • Splashes of bright colour • Affordable by all • High-spirited tone • Quickly done and well done • Vivacious slogan: Its playtime! ‘SuperBlender’ TV spot Tefal • Ingenuity and generosity • Design that spotlights functions • Warm colours • Mass-consumer media • Innovative stance • Slogan: Ideas you can't live without! Rowenta • Refinement and intelligence • Aesthetic status objects • A world of harmony • Graceful lines • Marriage of materials (mat, powder-coat or lacquer finish) • Product benefit implied in the advertising message • Slogan: Intelligent Beauty. 'Thermosignal' press advert 'Lissima' TV spot Lagostina • Expert kitchen and elegant table • Tradition and modernity in perfect harmony • Choice materials and sensorial design • Italian lifestyle • Art of living • The pleasure of being and being seen. 'Lagostina' press advert Krups • Precision and perfectionism • Meticulous lines evoking expertise • Proficiency and ritual • Emphasis on press advertising • Flagship product • The delight of connoisseurs • A stirring slogan: Beyond Reason. 'Espressaria' poster | 21 your world is on the move Anticipation &Progress As world market leader, Groupe SEB views its sector and its industry from a global standpoint. Faced with particularly aggressive competition, the Group is responding by adapting its industrial strategy, structures and product innovation. Reorganizing, to ensure our long-term business Unlike most of its rivals who have massively relocated their production, Groupe SEB operates 12 factories in Europe, thus showing its desire to maintain strong centres of expertise in this region while concentrating on three strategic priorities: – to adapt our industrial base in Europe so that we can remain competitive in the long-term, by specializing factories to generate synergy and economies of scale, and by strongly defending our technological advantage over competitors; – to expand our competitive multi-product plants, locally based in international markets; – to make greater use of sourcing for components or basic products, so that we can concentrate on our strong point: innovation. Meanwhile, we continue to add to our wealth of expertise via targeted takeovers which bring us mastery in new technologies. This was the case in 2005 with our acquisition of Lagostina in Italy and Panex in Brazil. 2005 R&D budget: €45 million Industrial patents budget: €7 million 450 people, of which 20% in research | 22 Being competitive Adapting, to face the future with confidence Innovating, to guarantee an attractive offer The Group continued to rationalize its industrial base in 2005. In Germany, the Group refocused the Erbach site on mid-range and top-range irons and simultaneously invested in measures to improve productivity. In Spain, faced with a long lasting sharp decline in workload at the Urnieta plant, the Group decided to cease production and sell the factory to a Spanish operator who undertook to re-employ part of the staff. In January 2006, the Group announced a plan to streamline its industrial base in France in an effort to stem a fall in competitive performance in certain commonplace products. This restructuring plan will involve: – transfer of production of espresso coffee makers from Fresnay (Sarthe) to Mayenne, some 50 kilometres away; – the downsizing of the Vernon factory, specialized in homecleaning appliances; – by 2008, termination of operations at the Dampierre (Jura) and Syndicat (Vosges) plants which currently manufacture, respectively, kettles and electrical cooking appliances. In addition to industrial rationalization, which is vital for our long-term future, innovation is a key factor of development as it helps us to stand out from our competitors while creating value for consumers and distributors alike. This is why we pursue an active policy of Research and Development, which is crucial if we are to stay ahead of rivals in both industrial processes and products. The Group distinguishes clearly between these two functions: – Research dedicated to breakthrough technological innovation and focused on some 15 key projects; – Development, based at production sites, which transforms these new technologies into new products. This reorganization will allow us to refocus and strengthen our centres of expertise in products and components, grouping together R&D, industrialization and production teams. Groupe SEB will do everything necessary to support the 890 affected staff and find solutions for each of them by encouraging internal mobility, by seeking new operators for the three plants concerned, by supporting efforts to create new jobs in the local communities, and by offering early retirement when possible. With almost 180 new products and models launched in 2005, Groupe SEB demonstrated once again its market leader status by challenging its rivals with totally new functional features and an increasingly attractive offer. These innovations included a unique super-resistant 'Top Coat' nonstick cookware coating, the world's first hydraulic control function for Krups espresso machines, a new motor system for the Expert food processors, and the protective casing on the Protect steam generator. This approach to creating added value guarantees the originality of Groupe SEB, helping it to make all the difference in the face of an increasingly commonplace market offer. Mayenne Test laboratory and production line for foodpreparation equipment. | 23 Protecting inventions, to stay ahead of rivals Controlling costs, to be more competitive The Group pursues an active and interactive policy of intellectual property protection, for which clear procedures have been laid down jointly with the research, development and marketing teams. This policy calls for strict discipline in recording and centralizing all advances in research. – Preliminary patent applications: this initial stage in patent protection involves filing a set of technical specifications with the French national patents office (INPI*). This also enables detailed management of knowledge and skills within the Group. In 2005, Groupe SEB filed 340 preliminary patent applications. – Full patent registration: with an annual average of 85 full patent registrations in the last three years, the Group has documented its inventions and protected its intellectual property. Rationalization of production processes also involves strict management of costs. The Purchasing department monitors suppliers and their conformity with the Group's standards and demands. It has drawn up a panel of 381 suppliers (including 60 Chinese) which account for 85% of our purchases. The reliability of panel members is regularly reviewed. Close liaison with its suppliers, who are involved at an early stage in projects, means that the Group can reap substantial benefits in terms of quality, delivery deadlines, rates and conditions of payment. Despite the increased price of certain raw materials in 2005, the Group performed well in this area, limiting to 1% the year-on-year rise in its purchasing index, while it improved its purchasing conditions in Europe and in low-cost countries. The Group also takes active steps to prevent the counterfeiting of its brands, models and registered patents in order to guarantee the reliability and authenticity of its products. In the last few years, the Group increased its efforts in this area in China, where more than 50,000 articles were seized in 2005. * Institut National de la Propriété Industrielle Is-sur-Tille – Electric fryer test laboratory. Increased use of sourcing In recent years, Groupe SEB has been increasing its use of sourced components, sub-assemblies or finished products. This practice of sourcing basic or low added-value products makes it possible for the Group to meet competition from low-priced products, while it also frees the Group to concentrate on its strong point: high-tech innovation and the creation of value for the consumer. In 2005, sourced products accounted for 25% of total Group sales, a rise on the previous year. The growing use of sourcing calls for close liaison between the Group's research and development, industrial patents and purchasing teams. Together, they must accurately define needs and monitor strict adherence to specifications by suppliers, while at the same time ensuring protection of the Group's intellectual property. Product Lifecycle Management Idea u Research u Prototypes u Preliminary study u Detailed study u Market survey | 24 Being competitive Efficient flow management, for quality service In view of the demands of retail clients and the practice of virtual just-in-time delivery, management of logistics and information systems has become vitally important. Groupe SEB’s specialization of logistics platforms in France in 2006 responds to this need to constantly improve the Group's organization and save on administrative and transport costs by regrouping orders and deliveries as follows: – Orléans: small electrical appliances; – Rumilly: cookware; – Mions: export orders. This new organization will involve the closure of the Selongey (Côte d'Or) platform in 2006. The Group also continues to upgrade its information architecture around the world. In 2005, the Information Systems and Logistics department initiated a project called “Skyway”, involving liaison between French and Asian working teams, designed to speed up the delivery deadlines of our Chinese suppliers by keeping them informed of our needs, so that they can better adapt their delivery schedules. Selongey Pressure-cooker production line. Rumilly Nonstick cookware production line. Pont-Évêque Steam-iron production line. Luc Dohan, Chief Technology Officer Product Lifecycle Management at the heart of innovation The creation of a new product is a response to an idea – a marketing, functional, technical or structural idea – but, it is also the result of a collaborative and evolving process which is increasingly decentralized geographically. Product Lifecycle Management (PLM) is a tool which makes it possible to follow this entire process in real-time, from the initial concept to after-sales service, and through all the intermediate stages of product design, industrialization and manufacturing. The PLM database enables instant information exchange and multi-format files linked to the entire lifecycle of a product. Introduced on a trial basis some years ago, the system was consolidated in 2005 and is now accessible worldwide to all those involved with a project. In a globalized context, the PLM system facilitates open-ended collaboration between internal and external teams working on a project, while it improves the efficiency of the Development process and boosts our productivity. u Purchasing u Industrialization u Marketing u Logistics u Waste processing/Recycling | 25 Sustainable Development Report 05 | Principles_28 • Corporate responsibility_29 Shareholder relations_30 • Client and Supplier relations_31 Civic commitment_32 • Environment_33 Priorities_34 • Sharing income_36 Management bodies_37 Sustainable Development Aware of the challenges of today, let us innovate for a better future Pledged to deep-rooted humanist values from its beginnings, Groupe SEB has grown steadily to become world market leader in small domestic equipment. It has always remained loyal to its principles in the conviction that no long-term corporate venture can thrive without responding to the needs of all the stakeholders in the company. Groupe SEB must take up new challenges today to remain competitive in the long-term. These include changing patterns of consumer behaviour, with demand polarized between low-priced products and premium quality ranges, along with public preference for ethical products; an ageing labour force in Europe and issues of health and safety at work; increasing obligations to protect the environment; the growing demand of civil society for transparency and social accountability in corporate affairs; the need to reorganize production in globalized markets and its human and environmental consequences. While it adapts its strategy, organization and operating methods to this new context, Groupe SEB is also integrating a determined approach to Sustainable Development. | 27 Principles Ethics & Commitment Groupe SEB pursues its development on the basis of values that are deeply rooted in its history. These values are enshrined in a corporate culture that combines high performance and responsibility with the rules of good governance. Shared values The Group subscribes to values that have inspired it since its foundation: – high-quality work; – team spirit; – thoroughness; – loyalty; – mutual respect. These values, and the management principles that derive from them, are posted for all our employees on the Groupe SEB Intranet site. Groupe SEB's commitment Loyal to its principles, Groupe SEB has joined international and French partners in several initiatives to promote sustainable development: – the United Nations Global Compact, signed in December 2003; – the Code of Conduct of the CECED (European Committee of Domestic Equipment Manufacturers) signed in August 2005; – the Diversity Charter, signed in France in October 2005. Development was added to the Group's general purchasing conditions. Meanwhile, the internal control team drew up a list of criteria based on the Global Compact principles, to include in its internal audits. Indeed, Groupe SEB has long applied a system of corporate governance which respects the interests of its shareholders. Groupe SEB Sustainable Development management The Group created a Sustainable Development Division in 2004 to harmonize, direct and stimulate a collective effort in this area which would involve all employees. A Sustainable Development Steering Committee was set up in 2005. This committee, which meets every two months includes representatives of the main areas of Group activity: production and design, commercial operations, marketing, quality and the environment, human resources and communications, audit and finance. The Steering Committee defines priorities for action, examines master plans for different projects and monitors their progress. It serves as a source of ideas and an advocate for Sustainable Development in-house and with external working partners. Once a quarter, the Group Executive Committee agenda features a progress report or discussion on aspects of Sustainable Development. Information and exchange tools Implementing commitments The Global Compact and CECED principles are being integrated into the Group's internal procedures. In 2005, the Buyers' Code of Ethics was updated with a new clause on the fair treatment of suppliers, and a clause on Sustainable | 28 Two new in-house media were created in 2005 specifically for Sustainable Development. The Globe News electronic newsletter reviews developments in this field around the world. A dedicated sustainable development forum on the Group Intranet lets employees put questions and give opinions. Corporate responsibility Change & Equity Groupe SEB relies on over 14,000 employees around the world for running its business. In a rapidly changing market, it develops the skills of its working teams and is in constant dialogue with them. Multicultural teams and equal treatment Today, almost half of Groupe SEB employees are based outside France. The Group is harmonizing its management and human resources tools to ensure equality of treatment for all staff, wherever they work. World-spanning operations necessarily involve multicultural teams. This diversity – which contributes to progress and dynamism – is also to be found within many countries. In France, for example, Groupe SEB signed the Diversity Charter in October 2005. A fair balance between men and women is also a key Groupe SEB objective. As part of its Fair Process procedures, the Group aims to spread management practices which encourage participation and give priority to leading and motivating working teams for better performance. Managers also have the option to undergo a so-called 180° evaluation of their management practices. Intensive labour-relations dialogue Groupe SEB has always given a high priority to labour-relations dialogue and respected freedom of association. In most countries where it operates, its companies have trade unions and staff representative bodies. Labour dialogue was particularly intense in 2005 in view of the Group's restructuring in Europe. Staff representatives were also closely involved in reflection on the future of the company. Several staff information and consultation exercises on planned organizational changes were carried out in France in 2005. SSEAC – China An iron production line in Shanghai. Groupe SEB Academy training session. Industrial reorganization: planning ahead and supporting staff Early in 2006, the Group announced a plan to reorganize its industrial base in France in order to remain competitive in the face of rivalry from Asian manufacturers. This restructuring will be spread over two years so that everything possible can be done to find a solution for each of the workers concerned. To ensure advance planning and full support for the affected staff, these proposals were drawn up in consultation with government agencies and local authorities. Employees are being kept fully informed and are consulted on the progress of the plan. Health & safety at work: a thorough overhaul Groupe SEB has for several years been introducing steps to reduce work accidents and industrial illness, much of which relates to repetitive strain injury. Improving health and safety standards is particularly important in the French factories, where an ageing workforce and longer working lives make this even more necessary. At the end of 2005, a working group made recommendations for a charter and practical tools to put it into effect: these proposals will be discussed more broadly with staff representatives during 2006. Groupe SEB Colombia Food-preparation equipment plant. | 29 Shareholder relations Confidence &Loyalty Groupe SEB fosters confident and open relations with its shareholders, aware that they are its long-term partners, and that a stable, well-balanced shareholder base is vital to its future. A balanced shareholder base Dedicated services For Groupe SEB management, pursuing a long-term strategy depends on the support of a well-balanced shareholder base: this support comes from the family founder Group, employees, French and foreign institutional investors, and individual shareholders. While Groupe SEB is in regular contact with financial analysts and investment fund managers, it would also like to increase the proportion of capital held by individual shareholders and mid-scale investors. This is clearly signalled by the Group's decision to join the French Federation of Investment Clubs (FFCI) in 2005. All individual shareholders are welcome to contact the Shareholder Relations Department. The SEB Share Service manages nominal shares, handles share purchase and sale orders free of charge. It also handles dividend payments, supply of tax forms, or share inheritance and donation operations. Since 2005, nominal shareholders can have direct real-time access to their account and follow up current operations via the Internet. Long-term dividend policy Transparency and dialogue Groupe SEB keeps its shareholders regularly informed on the progress of the company via a large number of communications including Letters to Shareholders, Annual and half-year reports, the Annual General Meeting (AGM) notification, the Shareholder Guide and regular financial press notices. These documents are available on request from the Groupe SEB Financial Communications Department, and can be downloaded from our corporate website. Groupe SEB also gives pride of place to dialogue and direct contact with its shareholders. Apart from the key annual event which is the AGM, it arranges shareholder meetings in several French cities (Tours, Nice, Bordeaux, Nancy, Lyon and Dijon in 2005), and factory visits to enable shareholders to learn more about the Group's working environment and business (two visits to the Rumilly plant in 2005). The Group also meets its shareholders at the Actionaria stockmarket fair held in Paris in November. Groupe SEB adopts a long-term approach to remunerating its shareholders, aiming to give them a fair and regular dividend increase when trading results permit, and holding it stable when economic and financial circumstances oblige. This year, after four successive years of rising dividends, the Board of Directors will propose, at the next Annual General Meeting, to maintain the dividend at its 2005 level (paid in respect of 2004), being €2.40 per share. The Group also pays a supplementary dividend, equal to 10% of the basic dividend, for all shares held in the nominal register for two years running. It also offers its individual shareholders special conditions for buying the Group's products. Actionaria Stockmarket Fair - The Groupe SEB stand. | 30 Client and Supplier relations Common interest &Satisfaction To satisfy its customers with innovative products and services, Groupe SEB relies on carefully chosen suppliers and on the retailers who bring its products to the market. 2005, French distributors deal with a single commercial entity – Groupe SEB France – for all Groupe SEB products, whatever the brand. This ensures simplified relations with distributors and more personalized service. The new more-centralized logistics organization decided upon in 2005, will rationalize logistics flows and improve service to clients: fewer delivery trucks to handle and less administration to do. Shanghai Customer advice on the sales-floor. Suppliers: clearly-defined rules Consumers: information and services Product instruction leaflets are an essential source of information for the customer. In 2005, Groupe SEB updated its leaflets to make them easy to read and understand. Some have been produced in Braille for the visually handicapped. The leaflets are also available on our brand websites. The Group's consumer service centres handle questions or claims relating to products. This service is highly developed in France, where it is staffed by 17 customer advisors based in a “Welcome Centre” (185,000 contacts in 2005 with 80% satisfied with how they were received). Groupe SEB decided to review the structure of its after-sales service to improve customer satisfaction in this area. This process, begun in France and to be extended throughout Europe, aims for improvement in three criteria: the time taken, the cost and the quality of repairs. The Group's commitment to Sustainable Development also applies to its purchasing policy. Measures include qualitative goals specified in buyer guidelines, a supplier awareness drive on the Group's adhesion to the Global Compact and the CECED Code of Conduct, a sustainable development clause added to our general purchasing conditions, and the updating of the Buyers' Code of Ethics. Beyond the strict selection process, Groupe SEB requires its suppliers to abide by a number of written undertakings, notably on the environment (an eco-statement on non-use of hazardous substances forbidden under the European RoHS Directive) and social conditions (a workers' rights statement inspired by the SA 8000 international social accountability standard). Independent compliance reviews will be carried out in 2006 in both these areas. Distributors: orders delivered in time, and on time Quality of service is measured as a percentage rate of orders dispatched in time from the Group's warehouses and delivered on time to distributor depots. This rate was maintained at around 90% in France last year, which is an acceptable score when one considers the large number of new products launched in the second half, and the growing proportion of sourced products arriving from Asia on schedules that are more difficult to control. Since 1 January | 31 Berrod SA French Groupe SEB supplier. Civic commitment World citizen &Solidarity Corporate sponsorship to combat social exclusion, close community links in the territories where it operates... Groupe SEB sets a high value on social responsibility. Corporate sponsorship school project in Brazil. Combating social exclusion In keeping with its humanist values, Groupe SEB is gradually developing its sponsorship policy around a central theme: the combat against social exclusion. Its efforts in this area are currently focused mainly on France and Brazil, but the Group plans to extend these on a larger scale. This theme covers three priority areas for action. First priority: social integration through access to decent housing. This is an important precondition for the integration of those who are deprived or at risk of losing their self-reliance. This is a core concern of Habitat & Humanisme, a French aid association with which Groupe SEB began working in partnership in 2005. The association helps people in difficulty to find decent housing and supports their re-integration through, for instance, social activities organized in the community where they live. hand to people in repeated difficulty who are motivated to get off to a new start in employment. The Group is also a shareholder in the France Active investment company, which puts up priming funds for social integration enterprises. Finally, it participates in the Rhône-Alpes regional enterprise network which helps people to set up their own business. Third priority: access to education and training for the underprivileged. In this area, Arno, the Group's Brazilian subsidiary, has been running a dynamic and innovative scheme for several years. More than 70 employee volunteers take part in various projects around Sao Paulo and Rio de Janeiro, in cooperation with public bodies, associations, schools and other institutions. Local community and employment Groupe SEB companies around the world form close links with the local communities in which they operate. They organize open days and take part in local events arranged by business partners, educational institutions and associations. Group sites also help community, educational and sporting projects. Aware of the importance of its role in local economic life, Groupe SEB acts responsibly when it must restructure or even close a factory in order to be more competitive. When this must be done, the Group takes every measure to limit the impact on jobs by, for example, cooperating with all local agencies to anticipate the consequences. Second priority: re-insertion in the employment market. In this area – again in France – Groupe SEB is an active member of the 2nd Chance Foundation which gives a helping Since 2003, Groupe SEB has been working in partnership with IMS (Institut du Mécénat et de la Solidarité). This association supports companies in four areas of social responsibility: corporate citizenship, local community development, diversity in the workplace, and responsible trade practices. Arno – Brazil Corporate responsibility campaign. | 32 Environment Our planet & Caring Groupe SEB takes account of the environment at every stage in the life of a product, from the time it is made in the factory until the end of its useful life. More than half of Groupe SEB factories are certified ISO 14001 Since 2003, Groupe SEB has operated a worldwide environment management system based on the ISO 14001 international standard. More than half of the Group's 35 industrial and logistic sites (77% of its French sites) were ISO 14001 certified in 2005, and the objective is to reach a rate of 100% by 2007. This certification process, followed up by internal and external evaluations, includes a harmonized data-collection system to monitor the Group's key environment indicators and reduce pollution risk. The system was applied worldwide in 2005. The Krups Espresseria coffee maker, launched in 2005, is an example of the Groupe SEB approach to ecodesign. – Less than 1.5 W power consumption on stand-by. – 70% of its weight is potentially recyclable. Recycling end-of-use products All new products were eco-designed in 2005 Groupe SEB's concern for the environment is not confined to the manufacturing process. It also seeks to reduce the impact of the products themselves on the environment by, for example, making them more recyclable (over 70% recyclable in 2005), eliminating hazardous substances (RoHS Directive) and bringing down power consumption. These criteria are taken into account right from the drawing-board. That is what Groupe SEB calls eco-design. Already in 2003, the Group drew up eco-design guidelines which it built into the specifications used by its design teams around the world. Last year, all new product projects complied with the eco-design process which is now a central feature of the Group's environment management system. Most European countries ratified the European Directive on disposal of Waste Electrical and Electronic Equipment (WEEE) in 2005. Each country is now required to collect end-of-use appliances, recycling 50% of their mass and converting 20% to other uses including energy production. The Group is involved in this process in Europe, and notably in France where it played a leading role in the creation of the eco-organization Eco-Systèmes, which is responsible, as from Spring 2006, for the collection and processing of most of this waste. Once it is officially accredited by the authorities, Eco-Systèmes, in which the Group is a shareholder, will coordinate the efforts of most producers and distributors in this field. Limiting the impact of transport In the area of logistics, road haulage represents a large proportion of total transport mileage. All the Group's contracts with haulage companies include a clause on Sustainable Development covering, for example, vehicle engines, the recycling of oil and fuel consumption. The Group also tries to ensure optimum loading levels: in 2005, loading was maintained at 92% of capacity in France. The Group uses rail and water transport as often as feasible, for example between Marseille and Lyon. Water transport is used for most intercontinental cargo. | 33 Priorities and action plans for the next three years ETHICAL Priorities Working objectives Main achievements in 2005 Involvement of all Employee awareness of our Staff informed via the Group's employees in the Group's commitments under the Global various in-house media. ethical approach Compact, the CECED Code of Conduct and the Diversity Charter. Apply these commitments in the Group's day-to-day operations Next steps To strengthen this awareness and monitor its impact. To draw up a master document on the Group's ethical approach. To highlight these commitments in Commitments included in purchasing conditions, and initial our internal control procedures. application of internal control procedures. CORPORATE Improvement of health & Adopt a monthly reporting system Reporting system introduced and define priorities for progress. for the French sites. safety at work Group-wide quarterly reporting on frequency and gravity of industrial accidents, and reduction of these by half. Draw up an action plan to cut work Recommendations made by an ad hoc working Group. accidents and industrial illness (repetetive strain injury). To train and mobilize local management and implement our action plan. Ensure greater diversity in working teams. France: Diversity Charter signed. Proposals for action drawn up by staff representatives. To implement the Diversity Charter . Development of Introduce a Group-wide Fair management methods in Process management reference keeping with our framework. corporate values Fair Process awareness drive for management, and start of '180°–evaluations' for managers. Adoption of Fair Process by managers worldwide and integration into annual evaluation interviews. Support for employees affected by industrial reorganization Spain: individual support given to To use every possible means staff affected by the Barbastro to limit the social impact and Urnieta plant closures. Re-use of restructuring. of the factories by new owners. Promotion of diversity Ensure that necessary job-cuts are carried out with every consideration for the individuals concerned. Anticipate restructuring and use training to enhance future employability. SOCIAL Structuring the Group's Combat social exclusion with sponsorship strategy projects in harmony with the Group's values and working context. | 34 France: partnership with the Habitat et Humanisme aid association. To build up existing social partnerships and create new ones. To initiate new projects, Brazil: new community education particularly in training and education. project for the unemployed in deprived areas (Arno). To explore a Group sponsorship structure. Priorities CLIENTS/SUPPLIERS Priorities Working objectives Involvement of its Keep suppliers fully informed on suppliers in the Groupe the Groupe SEB sustainable SEB Sustainable development effort. Development effort Main achievements in 2005 Next steps Letters sent to all the Group supplier panel explaining the Global Compact and the CECED Code of Conduct. To follow through and verify sustainable development commitments by suppliers. Sustainable development criteria added to the Group's purchasing conditions. Meet targets for progress in protecting the environment. Introduction of an “Environment Declaration”. 70% response rate by end 2008. 20% of the supplier panel certified 60% ISO 14001 certification of supplier panel by end 2008. ISO 14001. Eco-statement on non-use of hazardous substances signed by 96% of our suppliers. 100% of environment statements signed. Strengthen follow-up inspections. SA 8000 coverage of all purchases Meet our commitments in the area SA 8000 social accountability of working conditions. standard covered 91% of purchases in Asia and 80% in South America. Strengthen follow-up inspections. in Asia. Satisfying clients and customers Improve our services to consumers. Product instruction leaflets standardized and improved. Improving our customer welcome service and after-sales service in Europe. Ensure the best possible service for our retail clients. France: 90% service-satisfaction rate. Logistics structure streamlined. 95% service-satisfaction rate in France and extend this quality worldwide. Eco-design rules applied to 100% of product development projects. 100% of products eco-designed. Recycling rate of over 70% achieved for new products. 75% of products repairable. 75% of new products potentially recyclable. Maintenance of repairable rate. Average power used by new products in stand-by mode: less than 3 W . Greater energy efficiency, and stand-by power under 2 W. Ensuring that all the Aim for 100% ISO 14001 Group sites respect the certification of all the Group's environment factories around the world. (eco-production) Use environment performance indicators. 51% of factories ISO 14001 certified. ISO 14001 certification for all factories acquired more than three years ago. Objective achieved. To define environment objectives factory-by-factory. Reducing carbon dioxide Better control of carbon dioxide emissions from emissions. transport (eco-logistics) Explore non-road transport alternatives and aim for optimum loading rates for road haulage. To define effective eco-logistics Reflections on the environment with the Club Demeter think tank. indicators. ENVIRONMENT Reducing the impact of Apply eco-design procedures. our products on the environment (eco-design) Make products more easily recyclable and repairable. Reduce product power consumption during use and on stand-by. Disposal of end-of-use products Contribute to the collection and recycling of end-of-use domestic electrical products. | 35 To aim for worldwide application of criteria for alternatives to road haulage. To maintain the road haulage loading rate at over 90% . Helped to set up eco-organizations Follow-up of eco-organizations in in Europe, notably Eco-Systèmes in Europe. France. France: 92% loading for road haulage. Sharing income Wealth Creation &Sharing Banks and bondholders: €25.2 million Reserved funds: €177.7 million Financial expenses relating to interest on loans concerned mainly banking institutions and amounted to €25.2 million in 2005. Funds reserved in 2006 amount to €177.7 million, of which: – €106.0 million for refinancing investments – €9.3 million in variations of provisions linked to business risks – €62.4 million transferred to reserves. State and local authorities: €95.8 million The contribution of Groupe SEB in the countries where it operates amounted to €95.8 million, broken down as follows: • corporation tax €54.6 million; • local taxes €41.2 million. Shareholders: €40.4 million* • Groupe SEB paid €40.4 million in dividends to its shareholders. * paid in 2005 in respect of the 2004 trading year. Employees: €525.6 million • Groupe SEB paid €525.6 million to 14,396 employees (67% total salary, 33% social charges). In 2006 it will pay out €29.3* million in bonus and profit-sharing schemes in respect of 2005. * Estimated in 2005, paid in 2006. Suppliers: €1,598.3 million u u u u u u • Including 2,060 direct industrial suppliers. 85% of purchases were made from a panel of 381 suppliers. u Groupe SEB Clients: €2,463 million • Groupe SEB recorded sales of €2,463 million in 2005 (including All-Clad). Income from operations was €183.7 million and net income €102.8 million. – Breakdown of sales: • 52% in Europe (24% in France); • 14% in North America; • 8% in South America; • 26% in Asia and other territories. – Sourced products represented 25% of sales. | 36 NB: The 2005 figures given on this page are calculated in compliance with the new European accounting standards: IFRS. Management bodies The Group Executive Committee defines and implements overall Group strategy. Meeting twice each month, it decides on consolidated objectives, oversees strategic projects, defines priorities and allocates resources to the management structures in charge of Strategic Business Areas (SBAs), Continents and Corporate Functions. GROUP EXECUTIVE COMMITTEE Thierry de La Tour d'Artaise Chairman and CEO Jacques Alexandre Executive Vice-President, Strategy and SBAs Rémi Descosse Executive Vice-President, Industrial Operations François Duley Executive Vice-President, Continental Structures Jean-Pierre Lac Executive Vice-President, Finance Harry Touret Executive Vice-President, Human Resources STRATEGIC BUSINESS AREAS (SBAs) Philippe Crevoisier Jean-Pierre Lefèvre Christian Ringuet François Sydorowicz President, Electrical cooking President, Linen and Personal care, Home comfort and Home cleaning President, Cookware President, Food and beverage preparation CONTINENTAL GENERAL MANAGEMENT Marcio Cuñha François Duley Alain Grimm-Hecker Alain Gautier Volker Lixfeld Frédéric Verwaerde President, South America President, Asia and other territories President, France President, North America President, Northern & Central Europe President, Western Europe Luc Dohan Chief Technology Officer The Group Management Board is made up of the members of the Group Executive Committee, the General Managers of the SBAs and Continental Structures and the Chief Technology Officer. It meets on average every two months to monitor the Group's performance and results and, if necessary, make adjustments to commercial or industrial strategy. Serving as a forum for exchange and reflection, the Management Board has a consultative role and oversees the proper functioning of the Group. There are four Strategic Business Area (SBA) structures, which define worldwide strategy for their respective product families. They are in charge of new product development, from the design stage to industrial strategy (capital investment, location of production, etc.), and worldwide marketing (including ranges, pricing, advertising resources and distribution channels). The Continental General Management Structures are responsible for developing the Group's marketing positions in their respective territories. Since 2005, the Group has six territorial management structures: France, Western Europe, Northern & Central Europe, North America, South America, and Asia and other territories. These ensure that SBA sales and marketing strategies are implemented, and that distribution networks ensure front-rank market positions for the Group in their respective territories. The SBAs and Continental Structures are supported by Group-wide corporate functions. Reporting to the Executive Vice-Presidents, these functions include Human Resources, Finance, Strategy, Brands, Manufacturing, Technology, Sustainable Development, Information Systems & Logistics, Quality, Purchasing, and Legal Affairs. Functioning as centres of expertise, these structures ensure the execution of Group-wide projects and effective overall Group organization. Shareholder Relations: (+33) (0)4 72 18 16 01 Corporate Communications: (+33) (0)4 72 18 16 40 http://www.groupeseb.com communicationfinancière actifin Les 4M - Chemin du Petit Bois - BP 172 69134 Ecully Cedex - France Tel.: (+33) (0)4 72 18 18 18 - Fax: (+33) (0)4 72 18 16 55 (33) (0)1 56 88 11 11 - Photos: Jean-Michel Turpin - Coté Cour, Roland Gouy Paillier, Patrick Forestier, Véronique Vedrenne, Groupe SEB photographic archives, Graphicobsession, BananaStock, DR - Translation: anglodoc.com
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