Annual report 2010 - Dexia.com

Declaration of corporate governanceManagement reportConsolidatedfinancial statementsAdditional information Annual financial statements6. The independent director may not have entered into ormaintained a significant business relationship with Dexia SA orwith a company or person associated with it in the meaningof Article 11 of the Company Code over the last financialyear, either directly or as a partner, shareholder, member ofthe Board of Directors or member of management staff of acompany or person entering into such a relationship.7. The independent director may not over the last threeyears have been a partner or employee of a current orprevious auditor of Dexia SA or an associated company orperson associated with it in the meaning of Article 11 of theCompany Code.8. The independent director may not be an executive memberof the Board of Directors of another company in which anexecutive director of Dexia SA is a non-executive member ofthe Board of Directors or a member of the supervisory body,and may not have other significant ties with the executivedirectors of Dexia SA through posts held in other companiesor bodies.9. The independent director may not, either within DexiaSA or within a company or person associated with it in themeaning of Article 11 of the Company Code, have either hisor her spouse, or the person with whom he or she lives undera common law marriage, or an immediate family member ora relative up to two removes exercising a mandate as memberor the Board of Directors, delegate to everyday managementor member of the management staff, or in one of the othercases defined in points 1 to 8.These criteria are applicable to any director appointed for thefirst time within the Board of Directors of Dexia SA as anindependent director from 29 January 2009.They are not applicable to directors who were qualified asindependent before 29 January 2009, on the basis of thecriteria previously fixed by the Board of Directors of DexiaSA. These independent directors may continue to sit on theBoard of Directors as independent directors until 1 July 2011,when they must meet the present criteria of independenceto be able to continue to sit in that capacity. These criteriawill nonetheless be applicable to them in the case of renewalof their mandate as director before 1 July 2011. Any loss ofstatus as independent director at the end of this transitionalperiod will not be an obstacle to renewal of the mandate asnon-independent director.The independent director of Dexia who no longer meets oneof the said criteria, particularly following a major changeof his functions, will immediately inform the Chairman ofthe Board of Directors who will inform the Appointmentand Compensation Committee; the Appointment andCompensation Committee will inform the Board of Directorsand if necessary formulate an opinion.Considering these criteria, the Board of Directors of Dexia SAhas seven independent directors as at 31 December 2010.They are:• Jean-Luc Dehaene;• Gilles Benoist;• Christian Giacomotto;• Catherine Kopp;• Robert de Metz;• Brigitte Chanoine;• Isabelle Bouillot.Non-executive membersA non-executive member of the Board of Directors is amember who does not exercise management functions in acompany of the Dexia Group. The internal rules of the Boardof Directors of Dexia SA provide that at least one half of theBoard of Directors must be non-executive directors and at leastthree of the non-executive directors must be independent.It is to be noted that with the exception of Pierre Marianiand Stefaan Decraene, respectively Chairman and memberof the Management Board, all the members of the Board ofDirectors of Dexia SA are non-executive directors.The non-executive members of the Board of Directors areentitled to obtain any information necessary for them toperform their mandate properly and may ask managementfor that information.Separation of the functions of Chairman of theBoard of Directors and Chief Executive OfficerThere is a clear separation of responsibilities at the head ofthe Group between on the one hand the responsibility to leadthe Board of Directors and on the other hand the executiveresponsibility to lead activities. The articles of association ofDexia SA as well as the internal rules of the Board of Directorsof Dexia SA expressly indicate that the Chief Executive Officercannot perform the tasks of the Chairman of the Board.Moreover, the Chairman of the Board, or the person replacinghim in his absence, must be of a different nationality to theChief Executive Officer.Term of officeThe mandates of members of the Board of Directors arefor a maximum term of four years. Board members can bere-elected.The number of renewals of mandate of a non-executivedirector of the company is limited to two. The age limit fordirectors is 72. The directors concerned resign with effect fromthe date of the Ordinary Shareholders’ Meeting followingtheir birthday. The Board of Directors is entitled to deviatefrom the above rules when it deems it to be in the interestsof the company.The competences and responsibilities of theBoard of DirectorsThe internal rules of the Board of Directors describe theexpertise and responsibilities of the Board of Directors in threeareas:• strategy and general policy;• management control and risk management;• relations with shareholders.Strategy and general policyRegarding principles, the Board of Directors of Dexiadefines the Group’s strategy and standards and sees tothe implementation of that strategy at level of the Group,Dexia Bank Belgium, Dexia Crédit Local and Dexia BanqueInternationale à Luxembourg.The Board´s actions are guided solely by the interest of thecompany with respect to the shareholders, customers andmembers of staff. The Board ensures that the principles ofgood governance are observed, including recognition of thecorporate interest of Dexia Bank Belgium, Dexia Crédit Localand Dexia Banque Internationale à Luxembourg.34 Dexia Annual report 2010