Annual report 2005 - Dexia.com

DexiaCorporate governance• Axel Miller holds a law degree. After workingfor 14 years as an attorney specializing infinancial law, mergers and acquisitionsand international commercial law, hejoined the Dexia Group in 2001 as GeneralCounsel. Appointed as a member of theManagement Board of Dexia Bank Belgiumin January 2002, he became Chairman of theManagement Board of Dexia Bank Belgiumand was appointed to head the PersonalFinancial Services business line in January2003. Since January 1, 2006, Axel Miller hasserved as the Chief Executive Officer of DexiaSA, a member of the Management Board ofDexia Crédit Local, Dexia Bank Belgium andDexia BIL.Independent directorsThe Lippens Code contains a list of criteria onthe basis of which directors may be classifiedas independent. With a few exceptions, thecriteria adopted by 2004 by the Board ofDirectors of Dexia SA (based on Article 524of the Belgian of Company Code and onthe governance principles recommended bythe Bouton report, which is the reference inFrance) were identical or stricter than thoserecommended by the Lippens Code.At its meeting of February 7, 2006, the Boardof Directors decided, on the recommendationof the Appointments Committee, to modifyDexia SA’s criteria for independence byincluding the most demanding rules from theLippens Code.Based on these criteria, there are eightindependent directors on the Dexia SA Boardas of December 31, 2005.Non-executive directorsA non-executive director is a member of theBoard of Directors who does not exercisemanagement functions in a company ofthe Dexia Group. The internal rules of theDexia SA Board of Directors stipulate that atleast half of the Board must be non-executivedirectors. It should be noted that, with theexception of the Chief Executive Officer(Pierre Richard until December 31, 2005and Axel Miller as from January 1, 2006), allmembers of the Dexia SA Board of Directorsare non-executive members.Separation of the functions of Chairman ofthe Board of Directors and Chief ExecutiveOfficerThe bylaws of Dexia SA, as well as the internalrules of the Board of Dexia SA, specificallydefine the rule for separation of the functionsof Chairman of the Board of Directorsand Chief Executive Officer (CEO). Theymust necessarily be entrusted to differentindividuals of different nationalities, evenwhen the Chairman of the Board of Directorsis unable to preside and is replaced by anothermember of the Board.Term of officeThe term of office for Board members electedon or after May 7, 2002 is a maximum of fouryears.The independence criteria applicable to themembers of Dexia’s Board of Directors and the list ofindependent directors are given in detail in the AnnualReport - Accounts and Reports on page 23.110