Annual report 2006 - Dexia.com

CORPORATE GOVERNANCE
• a third individual criterion based on the achievement of personal
objectives specific to each member of the Management
Board. Personal objectives would be fixed by the Chief Executive
Officer except in the case of his own objectives which
would be fixed by the Compensation Committee.
Each of these criteria would give rise to a percentage (from
0% to 100%) depending upon an assessment made by the
Compensation Committee with a pivot rate of 50%.
It is further proposed to fix a maximum amount of variable
compensation, which assumes that each criterion represents
between 0 and a percentage of the compensation fixed for calculation
of the total amount of the variable compensation.
A-C Taittinger comments on a table listing the proposals for
maxima formulated by the Compensation Committee.
This new system is intended not to increase the variable compensation
but to make it more individual, more variable and
to involve not only the performance of the company but also
of the members concerned.
The Compensation Committee asks the Board of Directors to
grant it a mandate effectively to implement these principles,
including in particular the fixing during the first half of 2006:
• the objectives for the second “Management Board” criterion;
and
• the personal objectives for the third criterion.
[...]
G. Dexia stock option plan – attribution to members of
the Group Management Board
As part of the global package of options issued in 2006, it
is proposed to attribute the following options to Axel Miller:
120,000.
Decisions
With the exception of P. Richard and A. Miller who did not
take part in the deliberations and vote on the points relating
to them, the Board approves all the proposals made by the
Compensation Committee.
Compensation paid by Dexia SA to its directors
in 2006
Review of the principles applied
Dexia SA’s 2006 Ordinary Shareholders’ Meeting decided to
pay a total maximum compensation amount of EUR 1,300,000
to the directors for their services, effective January 1, 2005.
This Meeting also authorized the Board to determine
the practical procedures and individual allocation of this
compensation.
At its meeting on May 23, 2002, the Board of Directors
decided to grant each director a fixed compensation of
EUR 20,000 (EUR 5,000 per quarter – fixed compensation),
and directors’ fees (variable compensation) of EUR 2,000 per
Board meeting or specialized committee meeting. Directors
who have been in office for less than one full year shall earn
a proportion of this fixed fee based on the number of quarters
during which they have effectively been in office. These
principles were retained by the Board of Directors and were
therefore also applied in 2006.
Compensation paid to the Chairman
of the Board of Directors
On April 26, 2005, the Board of Directors set the 2006 gross
annual compensation for the Chairman of the Board of
Directors at EUR 400,000. This amount is included in the
total amount of compensation for Board members described
above.
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
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