Annual report 2010 - Dexia.com

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Declaration of corporate governanceAs requested by the Belgian Company Code, the levelof shareholding for the subtask of proposals during aShareholders’ Meeting by a shareholder is 20%.The Ordinary Shareholders’ Meeting was held on 12 May2010 in Brussels, directly followed by an ExtraordinaryShareholders’ Meeting.Contact with institutional shareholdersAfter each presentation of results or in other circumstancesjustifying them, road shows are organised with the maininstitutional investors. This enables the latter to ask membersof the Dexia Management Board direct questions concerningGroup results or strategy.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsThe European Club for Individual ShareholdersThe European Club for Individual Shareholders today hasnearly 13,000 members, primarily Belgian and Frenchshareholders. The club is a centre for the distribution of thefinancial information to shareholders who want to follow theevolutions in the Group through publications and documentsdesigned specifically for them. Registration for the EuropeanClub of Dexia Shareholders can be made by telephone, e-mailor through the website www.dexia.com.The European Advisory Board of IndividualShareholdersEstablished in June 2001, the European Advisory Boardof Dexia took over from the Dexia France Advisory Board,created in 1997. Its composition reflects the Group’s Europeanidentity: the Board is currently composed of four Belgianshareholders, five French shareholders and two Luxembourgshareholders. As from November 2010, the Advisory Boardhas been enhanced by the presence of an additional member,representing the Dexia Group Employee ShareholdersAssociation.The Board’s role is to advise the Group on its policy forcommunication to individual shareholders.In 2010, the Advisory Board met twice, once in March, toconsider the Group’s 2009 annual results, and on a secondoccasion in November. That second meeting received twopresentations: one on the Group’s half-yearly results andone on the major lines of its “Dexia 2014” strategy, whichwas the central theme of the “Investor Day” held on12 October 2010.In 2011, the Board will be partially renewed, as the mandatesof certain members (3 years, non-renewable) will expire.Telephone information service for individualshareholdersThis service is accessible from France, free of charge, on 0800355 000, from Monday to Friday and from 09.00 to 19.00.It is also accessible from Belgium and Luxembourg via abilingual (French/Dutch) toll-free number 00 800 33 942 942,during the same times (only from a fixed-line telephone).This service is regularly called by shareholders with anyquestions relating to Dexia and to its organisation in general,but also for more specific questions regarding the share price,taxation of shares, dividend amounts, its mode of taxation,VVPR strips and Dexia SA’s Shareholders’ Meetings. Thisyear, that service was particularly well used concerning theattribution of bonus shares.Relations with institutional shareholdersRelations with institutional shareholders, who hold almost15% of the capital, are extremely important to Dexia. Forthis purpose, a team based partly in Brussels and partly inParis is specifically responsible for relations with investors andanalysts.Information channelsRegular information channelsDuring the year, Dexia regularly publishes information throughtheme presentations and press releases on the business,financial results and Group news. When the results arepublished, Dexia also provides quarterly, half-yearly and annualreports. All this information is available as from publicationon the website www.dexia.com on the section “Shareholders/Investors”. It can also be obtained by e-mail.The internet site (www.dexia.com)With an average of 94,500 visitors a month, the sitewww.dexia.com confirms its important role as a vectorof information for the Dexia Group among individualshareholders, journalists and institutional investors. TrilingualEnglish, Dutch and French, the site provides rapid accessto all the information concerning the life of the Group, itspublications, activities, news and Dexia share prices. It isconsulted for the most part by European surfers, principallyBelgian and French.In 2010, www.dexia.com received almost 110,000 visitors toits section “Shareholders/Investors”.Other supportsSeveral times a year, Dexia publishes a Letter to the Shareholdersin English, French and Dutch. Individual shareholders are thuskept regularly informed of Group developments, news, resultsand minutes of the Dexia SA Shareholders’ Meetings.The Letter to the Shareholders issues are sent to membersof the Club and to shareholders who request it, and are alsoavailable on the internet site.In 2010, 4 letters were published, including a “EuropeanCommission Special Letter”.Dexia publishes complete annual information for shareholdersand investors. The Dexia annual report is available in threelanguages: English, Dutch and French. The risk report isonly available in English on the internet site. Finally, Dexiapublishes a sustainable development report in French, Dutchand English on its site.Circular FMI/2007-02 from theBanking, Finance and InsuranceCommissionA Royal Decree of 14 November 2007 concerning theobligations of issuers of financial instruments listed for tradingon a Belgian regulated market stipulates the obligations ofissuers with regard to the information to be provided to thepublic and their obligations to holders of financial instruments.In December 2007, the Banking, Finance and InsuranceCommission published a circular explaining this Royal Decree.In accordance with this regulation, Dexia SA has decided since2003 to use its internet site to meet its obligations to publishthe information stipulated by the decree and the circular.22 Dexia Annual report 2010
Declaration of corporate governanceIn making this choice, Dexia SA made a commitment tomeet several conditions, particularly the creation of a distinctsection on the website reserved for the financial informationstipulated in the circular.Maximum use of the website for the communication ofthe mandatory financial information is one component ofDexia’s policy to ensure transparency for its shareholders andinstitutional investors. The information required by CircularFMI/2007-02 from the Banking, Finance and InsuranceCommission is to be found on the Dexia internet site. Thissame policy of transparency for shareholders and institutionalinvestors is also found in the Corporate Governance Charterof Dexia SA.Compliance with current legislationsAs a company under Belgian law, whose shares are listed fortrading in Belgium, France and Luxembourg, Dexia ensurescompliance with the principle of equality among shareholdersand respect for its legal and regulatory obligations to providespecific and periodic information.Management of the DexiaGroupThe Board of Directors of Dexia SAMembers of the Board of Directors(as at 31 December 2010) (1)The articles of association of Dexia SA stipulate that the Boardis composed of between sixteen and twenty directors.As at 31 December 2010, the Board of Directors had eighteenmembers.Its composition also respects the French and Belgian statutorynature of Dexia SA. Indeed, the Board has as many Belgianmembers as it has French members and each nationalityrepresents at least one third of the Board.(1) Article 2 of the law of 6 August 1931 (Belgian Gazette of 14 August 1931)forbids ministers, former ministers and State Ministers, as well as members orformer members of Legislative Assemblies to mention their status as such inacts and publications of profit-making companies.NAME SPECIALIST BEGINNING PRIMARY OTHER MANDATES AND FUNCTIONSCOMMITTEES AND END OF FUNCTIONCURRENTMANDATEJEAN-LUC Chairman of the 2009-2013 Chairman of the Member of the European ParliamentDEHAENE Appointment and Board of DirectorsIndependent Compensation Dexia SA Vice-Chairman of the Board of Directors:director Committee • Fondation Roi Baudouin70 years oldBelgian Chairman of the Director:Director since Strategy Committee • Inbev2008 • Lotus BakeriesHolds 700 Dexiashares• Umicore• Trombogenics• NovovilOther functions in the Dexia Group:• Chairman of the Board of Directors ofDexia Crédit Local• Vice-Chairman of the Board of Directors ofDexia Bank BelgiumBIOGRAPHYDoctor of Law from the University of Namur and the K.U. Leuven. He started his professional activities as Association Secretary to theFlanders’ Scouting Federation (Vlaams Verbond van Katholieke Scouts) and became in 1965 member of the Research Department of theChristian Workers’ Union (ACW). He started his political career in 1967, occupying several parliamentary and governmental functionsat federal and European level.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsAnnual report 2010 Dexia23
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Photographs: page 8: C. LEBEDINSKY/
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Annual report 2010 - Dexia.com

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