Annual report 2006 - Dexia.com

CORPORATE GOVERNANCE
Own-account transactions on Dexia securities
In order to promote the transparency of transactions in Dexia
securities, the internal rules stipulate that the directors declare
the following to the Chief Compliance Officer:
• at the time they take office, the Dexia shares or financial
instruments that they hold;
• after each transaction, the details of that transaction in
order to make the appropriate publications;
• at the end of each year, an update of the Dexia shares or
financial instruments that they hold.
Before any transaction involving the Dexia shares, the directors
inform the Chief Compliance Officer of the transaction that
they are planning to execute.
In any event, directors shall not execute the following
transactions without the prior agreement of the Chief
Compliance Officer:
• any transaction on Dexia shares for a period of 1 month
prior to the publication of the financial results (“restriction
period”);
• any transaction on Dexia shares during sensitive periods of
which they are notified by the Chief Compliance Officer and
which are determined by the officer on the basis of a general
policy defined in collaboration with the Audit Committee
(“black period”);
• any transaction in the opposite direction of a previous
transaction, with the exception of the sale of shares following
the exercise of options within a period of 6 months from the
date of exercise.
Board members also agree to hold the Dexia shares they have
acquired or plan to acquire in a securities account opened
in their name in one of the credit institutions of the Dexia
Group or in an institution approved by Dexia, or to register
their shares.
The preceding obligations for Dexia shares apply to directors,
their spouses (if there is no legal separation) and their minor
children.
The various obligations set forth in these rules also apply to
observers as defined in the Dexia SA bylaws.
The Chief Compliance Officer ensures compliance with the
rules set forth in the previous paragraphs by the directors.
In addition to the publication of total holdings of shares in
the company’s annual report, individual transactions are
notified to the Banking, Finance and Insurance Commission,
for publication on its website; this provision has been in effect
since the Belgian Royal Decree of March 5, 2006, which
transposed the European directives on market abuses into
Belgian law.
Activity and operation of the Board of Directors of
Dexia SA in 2006
Attendance by Board members
The Board of Directors met seven times in 2006. The directors’
attendance rate at Board meetings was 87%.
ATTENDANCE RATE TO THE MEETINGS
OF THE BOARD OF DIRECTORS
PER DIRECTOR
Richard, Pierre 100%
Miller, Axel 100%
Benoist, Gilles 100%
Branson, Rik 100%
Burton, Guy 100%
Idrac, Anne-Marie 057%
Innocenzi, Fabio 100% (1)
Kessler, Denis 086%
Kubla, Serge 086%
Levy-Lang, André 086%
Lux, Bernard 100%
Marcel, Dominique 071%
Mayer, Francis 014% (2)
Mazzotta, Roberto 100% (3)
Renders, Jan 086%
Schwertzer, Gaston 100%
Taittinger, Anne-Claire 100%
Tinant, Marc 086%
Unwin, Brian 100%
Vermeiren, Francis 100%
Beke, Frank (Observer) 100%
(1) In a total of 4 meetings.
(2) Francis Mayer was excused for medical reasons.
(3) In a total of 3 meetings.
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
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