Annual report 2006 - Dexia.com

CORPORATE GOVERNANCE
In 2006, the Compensation Committee met on February 28
and July 6 to review the following issues:
• the compensation of the Group’s executives;
• the publication in the annual report of the information on the
compensation of the Chairman of the Board of Directors, the
Chairman of the Management Board, and the other members
of the Management Board as required by the Lippens Code;
• the 2006 employee share plan;
• the 2006 stock option plan.
Attendance of each individual director at
Compensation Committee meetings
The individual attendance rate of directors at the meetings of
this committee was 100% in 2006, with the exception of Guy
Burton, who was excused because he could not attend one of
the two Compensation Committee meetings in 2006.
Appointments Committee
Membership
The Appointments Committee is composed of six directors
including the Chairman of the Board of Directors, the Chief
Executive Officer and four other non-executive directors.
The most important criterion for selecting committee members
is expertise and independence of mind. The committee
meets at least once a year, before the Board of Directors’
meeting that prepares the resolutions to be submitted to the
shareholders’ meeting, and during the year on a motivated
request from one of its members.
The members of this committee (as of December 31, 2006)
were*:
• André Levy-Lang, Chairman of the committee, independent
director
• Pierre Richard, Chairman of the Board of Directors
• Axel Miller, Chief Executive Officer
• Francis Vermeiren, director
• Rik Branson, director
(*) Francis Mayer, who was a member of the committee, died on
December 9, 2006.
Responsibilities (as of December 31, 2006)
The Appointments Committee prepares the decisions of the
Board of Directors relating to:
• the appointment or renewal of directors’ terms proposed by
the Board to the shareholders’ meeting, as well as proposal
for the co-opting of directors to the Board of Directors;
• the determination of the criteria for independence used to
qualify a director as “independent”;
• the qualification of an existing or new member of the Board
of Directors as “independent”;
• the appointment of the members and the chairperson of the
specialized committees of the Board of Directors;
• the appointment or renewal of the term of the Chief Executive
Officer;
• the appointment or renewal of the term of the Chairman of
the Board of Directors;
• the recommendations of the Chief Executive Officer concerning
the membership, organization and operations of the
Management Board of Dexia SA;
• the changes to the internal rules of the Board of Directors.
For these purposes, the Committee is responsible for monitoring
procedures adopted by major listed companies in terms
of membership and operations of Boards of Directors. The
Committee nominates one of its members to ensure proper
completion of the Board’s self-assessment.
Operation and activities in 2006
The Appointments Committee meets at least once a year,
before the meeting of the Board of Directors that prepares the
resolutions submitted to the shareholders’ meeting and during
the year, following a request from one of the members.
In 2006, the Appointments Committee met on January 30
and on October 17 in a committee-format expanded to
include the directors who are not members of the Appointments
Committee.
This committee primarily dealt with the following issues:
• the membership of the Board of Directors;
• the membership of the specialized committees;
• the compliance with the Lippens Code;
• the launch of the self-assessment process for the Board of
Directors;
• the criteria for independence;
• the recommendations made by the Chief Executive Officer
concerning the second stage of the reorganization of the
Group’s governance initiated on January 1, 2006 (expanded
committee meeting on October 17);
• the concrete measures proposed to improve the operation
of the Board of Directors at the end of the self-assessment
process (expanded committee meeting of October 17).
Attendance of each individual director at
Appointments Committee meetings
The individual attendance rate of directors at the meetings of
this committee was 100% in 2006.
MANAGEMENT REPORT
COMPTES CONSOLIDÉS
COMPTES SOCIAUX
Dexia / Annual Report 2006 | 43