Annual report 2006 - Dexia.com

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CORPORATE GOVERNANCE NAME SPECIALIZED COMMITTEES BEGINNING AND END OF CURRENT MANDATE PRIMARY FUNCTION OTHER MANDATES AND FUNCTIONS BIOGRAPHY MANAGEMENT REPORT ANNE-CLAIRE TAITTINGER Independent director 57 years old French Director since 2001 Holds 1,000 Dexia shares Chairwoman of the Compensation Committee 2001-2007 Member of the Supervisory Board: • Carrefour Member of the Supervisory Board and of the Strategy Committee: • Club Méditerranée Director: • Baccarat Senior Advisor of Wefcos-Women’s Forum Graduate of the Institute of Political Studies in Paris, Master of Urban Sociology, Higher Diploma in Urban Planning from the Advanced Business Centre. Member of the Supervisory Board of the Carrefour group and the Club Méditerranée group, she was chairman of the Management Board of the Groupe du Louvre and she held the post of Managing Director of the Groupe Taittinger, when there was a splitting of the posts of Chairman and Managing Director until 2006, after assuming various operational responsibilities within those two groups at the same time as posts in the holding company. She also assumed executive responsibility for the Baccarat group from 1993 to 2006. COMPTES CONSOLIDÉS MARC TINANT 52 years old Belgian Director since 2001 Holds 100 Dexia shares Member of the Audit Committee 2006-2010 Member of the Management Board: • Arcofin Member of the Management Board (Executive Director): • Arcoplus • Auxipar • Arcopar Chief Executive Officer and Vice Chairman of the Board of Directors: • EPC Graduate and Master’s degree in economics. Before joining the Arco Group in 1991, he was General Adviser to the Management Board of the Walloon Regional Investment Company. COMPTES SOCIAUX SIR BRIAN UNWIN Independent director 71 years old British Director since 2000 Holds no Dexia shares Member of the Compensation Committee 2006-2010 Chairman of Assettrust Housing, Limited Director: • Retail Estates (Sicafi listed in Brussels) • SRIW (Société régionale d’investissement de Wallonie) • Chairman of the European Center for Nature Conservation • Director of the English National Opera Company • Director of the Federal Trust for Education & Research Studied at Oxford and Yale. Former diplomat, also worked for the Chancellor of the Exchequer and on the Prime Minister’s staff in the United Kingdom. Chairman of the European Investment Bank in 1993; Honorary Chairman in 2000. FRANCIS VERMEIREN 70 years old Belgian Director since 2004 Holds 1,700 Dexia shares Member of the Strategy Committee and of the Appointments Committee 2005-2009 Burgomaster of Zaventem Chairman of the Board of Directors: • Holding Communal • Publi-T Director: • Elia • Asco Industries Former insurance inspector. Former manager of a tax office. Now active in politics at a national level. OBSERVER: FRANK BEKE 60 years old Belgian Observer since 2001 Holds 1,400 Dexia shares 2002-2006 Burgomaster of Ghent Director of Dexia Bank Belgium (until December 31, 2006) Graduate degree in philology and communication sciences. Was municipal councilor and alderman before being Burgomaster of Ghent from 1995 to the end of 2006. 32 | Dexia / Annual Report 2006
CORPORATE GOVERNANCE Eligibility criteria The internal rules of the Board of Directors stipulate that directors are elected by the shareholders’ meeting because of their expertise and the contribution they can make to the administration of the company. In this context, the Appointments Committee created within the Board is responsible for establishing profiles of expertise that will be reviewed on a regular basis to take into account changes in the Dexia Group and its businesses. Any member of the Board of Directors must have the time required to perform his obligations as a director. Non-executive directors may not hold more than five directorships in publicly-traded companies. Procedure for appointing and assessing members of the Board of Directors Appointment The Appointments Committee is responsible for proposing to the Board of Directors the appointment of a new director. It submits a detailed report to the Board on the factors that justify this recommendation. For this purpose, the Appointments Committee reviews the candidates’ expertise, knowledge and experience. The candidate attends an interview conducted by the members of this committee or a delegation of committee members. Assessment Every year, the Board of Directors conducts a self-assessment of its operation which is conducted by the Chairman of the Board of Directors. This self-assessment process may also be carried out by an external consultant, as was the case in 2006. During this process, the issue of each director’s contribution to the Board’s activities is also assessed. The Lippens Code also states that the non-executive directors of a company should assess their interaction with executive management on a regular basis, and meet at least once a year without the Chief Executive Officer and the other executive directors. The non-executive members of the Board of Directors of Dexia SA discussed this matter, in the absence of the Chief Executive Officer, when the Board met on March 2, 2006, in connection with setting the Chief Executive Officer’s compensation for the 2005 fiscal year (variable portion) and for the 2006 fiscal year (fixed compensation, setting the system for calculating the Chief Executive Officer’s variable compensation in 2006, and the distribution of stock options in 2006). Changes in the composition of the Board of Directors of Dexia SA in 2006 The significant changes that occurred during 2006 concerning the composition of the Board of Directors of Dexia SA are as follows. 1. The following decisions were made by the Ordinary Shareholders’ Meeting of May 10, 2006: • Fabio Innocenzi was appointed as director for a four year period ending at the conclusion of the 2010 Shareholders’ Meeting. Mr. Innocenzi’s appointment replaced out-going director Roberto Mazzotta, whose term expired at the end of the 2006 Ordinary Shareholders’ Meeting; • the definitive appointment as a director for a new four-year term to expire at the end of the 2010 Ordinary Shareholders’ Meeting of Dexia SA, of Axel Miller, who was appointed by the Board of Directors of Dexia SA on November 17, 2005, effective as of January 1, 2006, replacing François Narmon, who resigned; • the definitive appointment as a director for a new four-year term to expire at the end of the 2010 Ordinary Shareholders’ Meeting of Dexia SA, of Serge Kubla, who had been appointed by the Board of Directors of Dexia SA on November 17, 2005, to replace Eric André, deceased; • the definitive appointment as a director of Bernard Lux, appointed provisionally by the Board of Directors on November 17, 2005, in order to complete the term as director of Elio Di Rupo, who resigned. Mr. Lux’s term will expire at the end of the 2009 Shareholders’ Meeting; • The renewal of the terms of the following directors, each for a new four-year term, expiring at the end of the 2010 Ordinary Shareholders’ Meeting of Dexia SA: Messrs. Pierre Richard, Rik Branson, Gilles Benoist, Denis Kessler, André Levy-Lang, Dominique Marcel, Gaston Schwertzer, Marc Tinant and Brian Unwin. 2. Francis Mayer, who had been a director of Dexia SA since 2003, died on December 9, 2006. 3. At its meeting on November 16, 2006, the Board of Directors accepted the resignation of Frank Beke as observer effective December 31, 2006. New directors As indicated above, a new director, Mr. Fabio Innocenzi, was appointed during the 2006 fiscal year. Fabio Innocenzi is the Chief Executive Officer of Banco Popolare di Verona e Novara. He is also Vice-Chairman of Credito Bergamasco, La Banca Popolare di Novara S.p.A., Banca Aletti & C. and Banca per il Leasing Italease S.p.A. MANAGEMENT REPORT COMPTES CONSOLIDÉS COMPTES SOCIAUX Dexia / Annual Report 2006 | 33
Page 1: no achievement without commitment
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Page 12 and 13: GROUP PRESENTATION GROUP PRESENTATI
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PUBLIC/PROJECT FINANCE MANAGEMENT R
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PUBLIC/PROJECT FINANCE MANAGEMENT R
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PERSONAL FINANCIAL SERVICES MANAGEM
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ASSET MANAGEMENT MANAGEMENT REPORT
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INSURANCE SERVICES INSURANCE SERVIC
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INSURANCE SERVICES MANAGEMENT REPOR
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INVESTOR SERVICES MANAGEMENT REPORT
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TREASURY AND FINANCIAL MARKETS MANA
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GENERAL INFORMATION MANAGEMENT REPO
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CONSOLIDATED BALANCE SHEET 112 CONS
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CONSOLIDATED BALANCE SHEET ASSETS (
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CONSOLIDATED STATEMENT OF INCOME (i
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MINORITY INTERESTS Core Gains and l
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CONSOLIDATED CASH FLOW STATEMENT (i
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RAPPORT DE GESTION CONSOLIDATED FIN
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4.1.3. Currency risk 4.2. CREDIT RI
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Name Head Office % of Consolidation
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GEOGRAPHIC Eurozone (1) Rest of USA
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PORTFOLIO Number Loan Collateral Ex
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7. NOTES ON THE ASSETS OF THE CONSO
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B. Analysis of quality See note 7.1
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C. Treasury bills and other eligibl
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7.8. SECURITIES HELD TO MATURITY De
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7.10. TANGIBLE FIXED ASSETS A. Net
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7.11. INTANGIBLE ASSETS AND GOODWIL
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A. Other assets Analysis by nature
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Present value of finance lease liab
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8. NOTES ON THE LIABILITIES OF THE
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B. Analysis by maturity and interes
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Convertible non-subordinated debt D
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D. Provisions for pensions and othe
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H. Range of assumptions to determin
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9. OTHER NOTES ON THE CONSOLIDATED
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Deferred tax coming from assets of
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2. Change in profit sharing reserve
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B. Nonlife contracts B.1. Income an
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9.4. RELATED PARTIES TRANSACTIONS A
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The assets and liabilities disposed
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9.8. SHARE-BASED PAYMENTS STOCK OPT
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9.9. MINORITY INTERESTS - CORE EQUI
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Dec. 31, 2005 Dec. 31, 2006 Banking
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10. NOTES ON THE CONSOLIDATED OFF-B
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11.3. NET INCOME FROM ASSOCIATES De
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11.6. COMMISSION INCOME AND EXPENSE
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(AVERAGE FTE) France Belgium Luxemb
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11.14. IMPAIRMENT ON GOODWILL Nil.
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12. NOTES ON RISK EXPOSURE (IN MILL
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12.2. CREDIT RISKS EXPOSURE A. Anal
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12.3. INTEREST RATE REPRICING RISK:
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12.6. LIQUIDITY RISK: BREAKDOWN BY
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12.7. CURRENCY RISK As of Dec. 31,
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BALANCE SHEET 216 OFF-BALANCE SHEET
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BALANCE SHEET (before income approp
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STATEMENT OF INCOME (in thousands o
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3.2.5. Amounts receivable after mor
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4.2.6. Amounts receivable within on
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RAPPORT DE GESTION COMPTES CONSOLID
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4.6. STATEMENT OF FORMATION EXPENSE
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4.10. SHARE IN THE CAPITAL AND OTHE
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D. Commitments to issue shares Amou
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4.19. OTHER TAXES AND TAXES BORNE B
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6. SOCIAL REPORT 6.1. STATEMENT OF
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6.3. STATEMENT CONCERNING THE IMPLE
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• there have been no transactions
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DEXIA IN THE WORLD RAPPORT DE GESTI
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RAPPORT DE GESTION Kommunalkredit D
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Dexia’s Annual Report 2006 has be
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SDXI 0109-5 03-07
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Annual report 2006 - Dexia.com

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