Annual report 2010 - Dexia.com

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Declaration of corporate governanceNAME SPECIALIST BEGINNING PRIMARY OTHER MANDATES AND FUNCTIONSCOMMITTEES AND END OF FUNCTIONCURRENTMANDATEManagement reportConsolidatedfinancial statementsAdditional information Annual financial statementsFrancis Member of the 2009-2013 Mayor of Chairman of the Board of Directors:Vermeiren Appointment Zaventem • Holding Communal74 years old and Compensation since 1983Belgian Committee Director:Director since• Elia2004 Member of the • Asco IndustriesHolds 5,747 Strategy Committee • Publi-TDexia shares• Vivaqua IntercommunaleBIOGRAPHYFormer insurance inspector. Former manager of a tax office. He has occupied several parliamentary functions at federal and regionallevel.Eligibility criteriaThe internal rules of the Board of Directors stipulate thatdirectors are elected by the Shareholders’ Meeting becauseof their expertise and the contribution they can make to theadministration of the company.Directors respond to the skills profile established by theBoard of Directors on proposals from the Appointment andCompensation Committee which are an integral part of theinternal rules of the Board of Directors. Any member of theBoard of Directors must have the time required to performhis obligations as a director. Non-executive directors maynot consider accepting more than five director’s mandates inother listed companies.These eligibility criteria are regularly reviewed in order totake account of the evolution of the Dexia Group and itsactivities.Procedure for appointing and assessing membersof the Board of DirectorsAppointmentThe Appointment and Compensation Committee isresponsible for making proposals on the appointment ofany new director to the Board of Directors, which alonedecides whether or not to submit a candidature to theShareholders’ Meeting. Within that context, it examines theskills, knowledge and experience of the candidate havingregard for those eligibility criteria. The committee ensures thatbefore considering approval of the candidature, the Board hasreceived sufficient information on the candidate to enable itto assess whether they correspond to the general profile ofdirectors. Each candidate is proposed on the basis of his/herpotential contribution in terms of knowledge, experience andspecialisation in one or more of the following fields: visionand strategy, leadership and management skills, financial andaccounting expertise, international experience and knowledgeof the Group’s business lines. The candidate must have thenecessary availability, moreover, to fulfil his obligations asa director. It submits a detailed report to the Board on thefactors that justify this recommendation.ResignationWhen a director wishes to end a mandate early, a resignationletter is sent to the Chairman of the Board of Directors whoinforms the Board at its next meeting. If necessary, the Boardof Directors will provide a provisional replacement for theresigning director and the following Shareholders’ Meetingwill make a definitive appointment.If there is a major change in the functions of a director likelyto affect their ability to meet the eligibility criteria as definedin the Board’s internal rules, they are invited to resubmit theirmandate to the company and to provide the Chairman of theAppointment and Compensation Committee with any usefulinformation.AssessmentThe Board of Directors is organised to achieve the best exerciseof its expertise and responsibilities. Each year its makes a selfassessmentof its operation, and of its specialist committees,led by the Chairman of the Board of Directors, in order tomake useful changes and improvements to its internal rules.The latest such self-assessment took place in October 2010,and the summary report was presented to the directors at theBoard meeting on 17 December 2010.The criteria adopted in making the assessment are in particularthe efficiency and frequency of the Board and the specialistcommittees, the quality of the information provided to theBoard and its specialist committees, the Compensation ofMembers of the Board and its committees or even the roleof the Chairman.When a director’s mandate is renewed, the Appointmentand Compensation Committee makes an assessment of theirparticipation in the operation of the Board of Directors andreports on that with a recommendation.32 Dexia Annual report 2010
Declaration of corporate governanceChanges in the composition of the Board ofDirectors of Dexia SA in 2010During the 2010 financial year, significant changes concerningthe composition of the Board of Directors of Dexia SA wereas follows.1. The following decisions were made by the OrdinaryShareholders’ Meeting of 12 May 2010:• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of StefaanDecraene, provisionally appointed by the Board of Directorsto replace Jan Renders, resigning;• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of Robert deMetz, provisionally appointed by the Board of Directors toreplace André Levy-Lang, resigning;• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of ChristianGiacomotto, provisionally appointed by the Board of Directorsto replace Denis Kessler, resigning;• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of Bernard Thiry,provisionally appointed by the Board of Directors to replaceBernard Lux;• the appointment as a director, for a mandate of four yearswhich will end at the close of the Ordinary Shareholders’Meeting of Dexia SA in 2014, of Brigitte Chanoine, previouslyappointed as a permanent observer by the Board ofDirectors;• the appointment as a director, for a mandate of four yearswhich will end at the close of the Ordinary Shareholders’Meeting of Dexia SA in 2014, of Isabelle Bouillot, previouslyappointed as a permanent observer by the Board ofDirectors;• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of OlivierBourges, provisionally appointed by the Board of Directors toreplace Bruno Bézard, resigning;• the definitive appointment as a director, for a new mandateof four years which will end at the close of the OrdinaryShareholders’ Meeting of Dexia SA in 2014, of Hubert Reynier,provisionally appointed by the Board of Directors to replaceAlain Quinet, resigning;• the renewal of the mandate of Gilles Benoist, for a term offour years, ending at the close of the Ordinary Shareholders’Meeting of Dexia SA in 2014;• the renewal of the mandate of Serge Kubla, for a term offour years, ending at the close of the Ordinary Shareholders’Meeting of Dexia SA in 2014;• the renewal of the mandate of Marc Tinant, for a term offour years, ending at the close of the Ordinary Shareholders’Meeting of Dexia SA in 2014.2. At its meeting on 8 July 2010, the Board of Directorsunanimously co-opted Antoine Gosset-Grainville as director,with immediate effect, as a replacement for Hubert Reynier,resigning.His definitive appointment will be submitted to theShareholders’ Meeting of Dexia SA in 2011.New directorsAs indicated above, during the 2010 financial year one newdirector was appointed, namely Antoine Gosset-Grainville.Antoine Gosset-Grainville studied at the École nationaled’administration (ENA), the University of Paris Dauphineand the Institut d‘études politiques de Paris (IEP). He beganhis career with the Inspection générale des Finances. Thenhe became Deputy Secretary General of the Economic andFinance Committee of the European Union and then Advisorin Economic and Industrial Affairs to the Office of the TradeCommissioner of the European Commission. From 2002 to2007, he was a partner with Cabinet Gide Loyrette Nouel inBrussels. Until 2010, he was Deputy Director of the Office ofthe French Prime Minister. At present he is Deputy ManagingDirector of the Caisse des dépôts et des consignations.Independent members of the Board of DirectorsThe independence criteria applied to the directors of Dexia SAare aligned to the legal criteria set out in Article 526ter of theCompany Code. These criteria, which form an integral part ofthe internal rules of the Board of Directors, are as follows:1. For a period of five years preceding his appointment, theindependent director may not have exercised a mandate oroccupied a post as executive member of the Board of Directors,or as a member of the Management Board or delegate toeveryday management, of Dexia SA or of a company or aperson associated with it in the meaning of Article 11 of theCompany Code.2. The independent director may not have sat on the Board ofDirectors of Dexia SA as non-executive director for more thanthree successive mandates without that period exceedingtwelve years.3. During a period of three years preceding his appointment,the independent director may not have been a member ofthe management personnel.4. The independent director may not receive, or have received,compensation or other significant benefit of an asset naturefrom Dexia SA or from a company or a person associatedwith it in the meaning of Article 11 of the Company Code,outside any percentages and fees received as a non-executivemember of the Board of Directors or member of thesupervisory body.5. The independent director:a) may not hold any social right representing one tenth ormore of the capital, social funds or category of shares of thecompany.b) if he holds rights representing a proportion of less than10%:• by the addition of the social rights with those held in thesame company by companies of which the independentdirector has control, those social rights may not reach onetenth of the capital, social funds or category of shares of thecompany; or• acts of arrangement in relation to those shares or theexercise of the rights attached hereto may not be subject tocontractual stipulations or unilateral undertakings to whichthe independent member of the Board of Directors hassubscribed.c) may not in any way represent a shareholder meeting theconditions of the present point.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsAnnual report 2010 Dexia33
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Photographs: page 8: C. LEBEDINSKY/
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Annual report 2010 - Dexia.com

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