Annual report 2006 - Dexia.com

CORPORATE GOVERNANCE
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
• any decision relating to the acquisition or sale of assets
representing more than 10% of the company’s equity;
• any decision to submit to the Ordinary Shareholders’
Meeting a resolution to amend the company’s bylaws;
• any decision relating to the appointment or dismissal of the
Chairman of the Board of Directors and the Chief Executive
Officer.
Internal rules of the Board of Directors of Dexia SA
The internal regulations of the Board of Directors of Dexia SA,
which have been in existence since 1999 and which specify all
the rules that allow the Board to fully carry out its duties and
strengthen the contribution made by each director, has undergone
significant changes in 2005 and early 2006, particularly
with regard to the new organization structure of the Dexia
Group and the implementation of the Lippens Code.
The major elements of the rules concern:
• general organizational principles of the Board of Directors;
• confidentiality obligation for members of the Board;
• training of Board members;
• conflicts of interest;
• transactions between a company of the Dexia Group and
Board members;
• proprietary trading in Dexia securities.
General organizational principles
The Board of Directors is organized to achieve the best exercise
of its expertise and responsibilities.
The meetings of the Board are frequent enough to allow the
Board to perform its responsibilities. Board members agree to
participate actively in the work of the Board and the committees
on which they sit. Attendance at meetings of the Board
and committees is the first condition of this participation and
attendance at least three fourths of the meetings is desired.
The agenda lists the items to be discussed and specifies if they
are listed for information purposes, for discussion, or for a
vote.
The minutes report discussions and record the decisions made,
specifying reservations issued by some directors, if applicable.
Obligation of confidentiality
The information provided to the directors in the performance
of their duties, during Board meetings, meetings of the specialized
committees, or during private interviews, is provided
intuitu personae; they shall ensure that the confidentiality of
such information is strictly maintained.
The knowledge of privileged information leads to the prohibition
against executing, on his own behalf or on behalf of
third parties, transactions on the securities of the companies
in question and a ban on disclosing this information to third
parties.
by outside experts as needed. The missions of these specialized
committees are also clearly defined in the internal rules
of the Board of Directors.
Conflicts of interest
Directors make sure that their participation on the Board of
Directors is not a source of direct or indirect conflict of interest,
either personally or because of the professional interests
they represent.
They must ensure that their membership on the Board reflects
complete independence from interests outside the company
itself. In particular, cross-exchanges of directors are to be
avoided.
Directors report to the Board if there is a significant change
in their duties and the Board decides whether to accept their
resignation in such cases, after an opinion from the Appointments
Committee. They must resign if a change in their situation
creates an incompatibility with their office as a Dexia
director.
If a director directly or indirectly has a financial interest in a
decision or operation to be decided by the Board of Directors,
he must inform the other members of the Board before they
deliberate. His declaration, including the reasons for his conflicting
financial interest, must be recorded in the minutes of
the Board meeting that must make the decision. In addition,
he must inform the company’s auditors.
For publication in the annual management report, the Board
of Directors describes in the minutes the type of decision or
operation in question and the reasons for the decision made
and the financial consequences for the company. The management
report contains a copy of the minutes described
above.
The auditors’ report must also include a separate description
of the financial consequences resulting for the company from
the decisions made by the Board of Directors which include
a conflicting interest as defined by the provisions set forth
above.
The director with a conflicting interest may not participate in
the Board’s deliberations on the transactions or decisions in
question or vote on these issues.
Transactions between a company of the Dexia Group
and Board members
The transactions between a company within the Dexia Group
and the directors must be entered into under normal market
conditions.
Training of Board members
In order to acquire a solid understanding of the Dexia Group,
the new members of the Board of Directors are invited, when
they take office, to one or two days of contacts and visits
within the Group.
The Board members who sit on the specialized committees
are chosen on the basis of their specific skills. They are assisted
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Dexia / Annual Report 2006