Annual report 2006 - Dexia.com

CORPORATE GOVERNANCE
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
Independent members of the Board of Directors
The Lippens Code contains a list of criteria on the basis of which
directors may be classified as independent.
With a few exceptions, the criteria adopted in 2004 by the
Board of Directors of Dexia SA (based on Article 524 of the
Belgian Company Code and on the governance principles
recommended by the Bouton report, which is the reference in
France) were identical or stricter than those recommended by
the Lippens Code.
At its meeting of February 7, 2006, the Board of Directors
decided, on the recommendation of the Appointments
Committee, to modify Dexia SA’s criteria for independence by
including the most demanding rules from the Lippens Code.
Pursuant to this decision, the independence criteria applied by
Dexia SA to its directors are as follows:
1. For a period of 3 years preceding his or her appointment as
an independent director, the nominee may not have held office
or served as a director, manager, member of the Management
Board, Chief Executive Officer, executive officer or employee
of Dexia SA or a company or a person affiliated with Dexia SA
or which is part of its consolidated group (this condition does
not apply when the term of office of an independent director
is renewed).
2. The independent director may not be a director of Dexia
SA for more than 12 years (termination of an independent
directorship for this reason only occurs at the expiry of
the current term in which the 12-year period is exceeded);
termination of an independent directorship at the end of the
12-year period does not preclude renewal of the appointment
as a non-independent director.
3. The independent director may not have, either at Dexia SA
or in an affiliated company, a spouse or person with whom
he or she lives under a common law marriage, an immediate
family member or a relative up to two removes, who is a
director, manager, member of the Management Board, Chief
Executive Officer, executive officer, or has a financial interest
as specified in point 4 below.
4. Neither the independent director, nor his or her spouse, or
the person with whom he or she lives under a common law
marriage, or an immediate family member or a relative up
to two removes, may hold shares representing 3% or more
of the capital or of a class of shares of Dexia SA. If these
persons hold rights representing less than 3% of the capital
or a class of shares of Dexia SA, these rights may not exceed
said limit of 3% when added to those held by the companies
controlled by the independent director; lastly, the transfer
deeds for these shares or the exercise of the rights attached
to them may not be subject to any contractual agreements
or unilateral commitments to which the independent director
has subscribed.
5. The independent director may not be an executive director
of a company in which Dexia SA directly or indirectly holds a
position as director.
6. The independent director may not be (or be directly or
indirectly affiliated with) a client, a supplier, an investment
banker, a commercial banker
• that is significant to Dexia SA or a company affiliated with
Dexia SA; or
• for which Dexia SA or a company affiliated to it represents a
significant proportion of its business.
7. The independent director may not serve as auditor of Dexia
SA or an affiliated company at any time during the previous
five years.
8. The independent director may not represent a shareholder
who alone, or with one or more other shareholders, holds
more than 5% of the capital of Dexia SA.
9. The independent director may not receive, or have received,
substantial additional compensation from the company or an
affiliated company, other than the compensation received as
a non-executive director.
10. The independent director may not be an executive
director or managing director of another company in which
an executive director or managing director of Dexia SA is a
non-executive director or a managing director, and may not
have other significant ties with the executive directors of Dexia
SA through an interest in other companies or entities.
11. A director is independent if he or she has no relations of any
kind whatsoever with Dexia SA, a company affiliated to Dexia
SA or the management of Dexia SA, which might compromise
the exercise of his or her freedom of judgment. He or she may
not maintain any relations with any other company which
might call into question his or her independence.
According to these criteria, the Board of Directors of Dexia SA
has eight independent directors as of December 31, 2006.
They are:
• Anne-Marie Idrac
• Anne-Claire Taittinger
• Gilles Benoist
• Denis Kessler
• André Levy-Lang
• Fabio Innocenzi
• Gaston Schwertzer
• Sir Brian Unwin
Non-executive members of the Board of Directors
A non-executive member of the Board of Directors is a member
who does not exercise management functions in a company
of the Dexia Group. The internal rules of the Dexia SA
Board of Directors stipulate that at least half of the Board must
be non-executive directors. It should be noted that, with the
exception of the Chief Executive Officer, all members of the
Board of Directors of Dexia SA are non-executive directors.
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Dexia / Annual Report 2006