Annual report 2010 - Dexia.com

Declaration of corporate governanceManagement reportConsolidatedfinancial statementsAdditional information Annual financial statements2.1 Compensation of members of the Management Board(other than P. MARIANI)(…)J-L DEHAENE recalls the principles applied to the granting ofvariable compensation to members of the Management Boardand top management which are detailed in the documentsappended to the file for the Board, that is to say, withregard to the variable compensation for services renderedin 2009, the principle of spread payment subject to certainconditions being met (including the maintenance of a level ofperformance) over a period of three years.This principle was applied by Dexia to the variablecompensation of members of the Management Board andtop management prior to Belgian legislation in this regardentering into force.S. DECRAENE leaves the room for discussion on proposalsregarding his fixed and variable compensation.Considering these factors, the Appointments andCompensation Committee proposes that the Board ofDirectors fix the variable compensation of members of theManagement Board (other than P. Mariani) as follows:- S. DECRAENE: EUR 300,000(…)Furthermore, it is also proposed to increase the fixedcompensation of S. DECRAENE as from 1 January 2010 fromEUR 450,000 to EUR 500,000.2.2 Compensation of P. MARIANIP. MARIANI leaves the room for discussion on proposalsregarding his fixed and variable compensation.J-L DEHAENE indicates that the Compensation Committeeproposes to grant P. MARIANI variable compensation ofEUR 800,000, payment of which shall be spread over time inaccordance with the principles stated in Point 2.1 above.Decisions:1) On proposals by the Appointments and CompensationCommittee, the Board of Directors takes the followingdecisions unanimously, subject to P. MARIANI andS. DECRAENE abstaining from participating in the deliberationsand vote in relation to their own compensation:a) the Board of Directors decides to grant the followingvariable compensation to members of the ManagementBoard for the year 2009:- P. MARIANI: EUR 800,000- S. DECRAENE: EUR 300,000(…)b) the Board of Directors decides unanimously to increase thefixed compensation of S. DECRAENE from EUR 450,000 toEUR 500,000 as from 1 January 2010.(…)Specialist committees created by the Boardof DirectorsIn order to make an in-depth examination of the filessubmitted to it, the Board of Directors created four specialistcommittees, namely:• the Strategy Committee;• the Audit Committee which since 13 November 2008 hasbeen divided into an Internal Control, Risks and ComplianceCommittee and an Accounts Committee;• the Appointment and Compensation Committee, the resultof the merger of the Compensation Committee and theAppointment Committee on 13 November 2008.These committees are charged with preparing Board decisions,the latter remaining solely its responsibility. Unless theyhave been specially delegated by the Board, the specialistcommittees have indeed no decision-making powers.These committees are composed of three to eight Boardmembers appointed by the Board of Directors for a periodof two years, which may be renewed. After each meeting,a report on the committee’s work is submitted to the Boardof DirectorsStrategy CommitteeCompositionThe Strategy Committee is composed of eight directors,including the Chairman of the Board of Directors, who chairsthe committee, and the Chief Executive Officer.Members of the Strategy Committee are (as at 31 December2010):• Jean-Luc Dehaene, Chairman of the Board of Directors,independent director, Chairman of the Committee;• Pierre Mariani, Chief Executive Officer;• Bernard Thiry, director;• Francine Swiggers, director;• Francis Vermeiren, director;• Koen Van Loo, director;• Olivier Bourges, director;• Antoine Gosset-Grainville, director (1) .Responsibilities (as at 31 December 2010):The Strategy Committee meets as required, on the initiativeof the Chief Executive Officer, to examine the strategicpositioning of the Dexia Group, considering the evolutionof the Group’s environment and its markets as well as itsdevelopment lines in the medium term, and to study importantfiles, prior to their examination by the Board of Directors, ifthey require particular confidentiality by virtue in particular oftheir repercussions on the financial markets.Any of its members may also request a meeting of theStrategy Committee.Payment of this variable compensation will be subject to theterms and conditions described above.(1) Antoine Gosset-Grainville was appointed a member of the StrategyCommittee on 31 January 2011 replacing Augustin de Romanet de Beaune.38 Dexia Annual report 2010