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<strong>Dexia</strong>Corporate governanceLocal and <strong>Dexia</strong> BIL, as well as on the employeeshareholding policy.It also makes re<strong>com</strong>mendations on the feespaid to directors and the allocation of thosefees to directors.ActivityThe Compensation Committee met three timesin <strong>2005</strong>: on February 2, April 19 and November14. It discussed the following subjects:• a <strong>com</strong>parative analysis of the systems in effectin European groups in terms of calculatingbonuses and variable portions;• the annual survey of <strong>com</strong>pensation levelsfor Management Board members (Europeanbenchmark, not including the UK);• setting the general terms and conditionsfor the global shareholding plan reserved foremployees and the <strong>2005</strong> stock option plan.The attendance rate of directors at meetings ofthis <strong>com</strong>mittee was 100% in <strong>2005</strong>.ResponsibilitiesThe Appointments Committee prepares,among other, the decisions of the Board ofDirectors relating to the appointment orrenewal of directors’ terms or the appointmentof the members of the Management Boardproposed by the Board to the shareholders’meeting.ActivityThe Appointments Committee met five timesin <strong>2005</strong>: on February 18, March 24, June 21,October 24 and November 16. Topics discussedincluded the following:• the succession plan for the Group;• the membership of the Board of Directors;• the membership of the specialized<strong>com</strong>mittees;• the membership of the Management Board.The attendance rate of directors at meetings ofthis <strong>com</strong>mittee was 100% in <strong>2005</strong>.Appointments CommitteeMembershipThe Appointments Committee is <strong>com</strong>posedof six directors including the Chairman ofthe Board of Directors, the Chief ExecutiveOfficer and four other non-executivedirectors. There is one independent director,who chairs the Committee.The most important criterion for selecting<strong>com</strong>mittee members remains <strong>com</strong>petence andindependent judgment.The <strong>com</strong>mittee meets at least once a year,before the Board of Directors’ meeting thatprepares the resolutions to be submitted to theshareholders’ meeting, and during the year ona motivated request from one of its members.116
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