Annual report 2006 - Dexia.com

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
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