Annual report 2010 - Dexia.com

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