Annual report 2010 - Dexia.com

Declaration of corporate governanceManagement reportConsolidatedfinancial statementsAdditional information Annual financial statements• evolution of the balance sheet and the funding ratio on thebasis of the 2014 business plan;• amendments to the IAS39 standards and the new IFRS9rules;• balance sheet deleveraging;• exit from the government guarantee mechanism andregular reporting to the European Commission;• Legacy Portfolio Management Division,• exposure to sovereigns and impact of the Greek crisis;• impairments on the Financial Products portfolio;• monitoring the litigation between Dexia banka Slovenskoand Ritro;• monitoring the Lernout & Hauspie litigation;• distribution of bonus shares to shareholders;• liquidity situation;• analysis of the impact of IFRS and Basel III on the DexiaGroup;• sale of Dexia Banka Slovenko.Presence of each individual director at meetingsof the Accounts CommitteeThe individual attendance rate of directors at meetings of thiscommittee was 100% in 2010.For Hubert Reynier, who left the committee on 8 July 2010,the attendance rate was 25%. For Antoine Gosset-Grainville,who joined the committee on 8 July 2010, the attendancerate was 67%.• The Internal Control, Risks and ComplianceCommitteeCompositionThe committee consists of three to five directors, all nonexecutive,including at least one independent director. TheChairman of the Board of Directors may attend the InternalControl, Risks and Compliance Committee. The ChiefExecutive Officer may attend but may not be a member ofthe Internal Control, Risks and Compliance Committee.The members of the Internal Control, Risks and ComplianceCommittee are (as at 31 December 2010):• Gilles Benoist, independent director and Chairman of theCommittee;• Marc Tinant, director;• Koen Van Loo, director;• Olivier Bourges, director.Responsibilities (as at 31 December 2010)Regarding internal audit and risk managementThe Committee has the task of supervising the performance ofthe internal control system put in place by the ManagementBoard and the risk management system regarding the risks towhich the entire Group is exposed by virtue of its activities.The committee also examines the reports presented by thehead of the Compliance, Legal & Tax support line on theGroup’s legal and tax risks.Regarding internal auditThe Committee ensures the performance and the independenceof the operations of the Internal Audit department, both forDexia SA and the Group as a whole.Regarding complianceThe committee ensures the performance and the operationalindependence of the Compliance department.Operation of the Internal Control, Risks andCompliance CommitteeThe Committee meets at least four times a year, each ofthese meetings taking place prior to the Board of Directors’meetings examining and approving the quarterly, half-yearlyor annual financial statements as the case may be. It maymeet at any time at the request of one of its members, or theChairman of the Board of Directors.The competences and operating mode of the Internal Control,Risks and Compliance Committee are described in the internalrules of that Committee.The member of the Management Board responsible for riskmanagement, the General Auditor and the head of the Legal,Compliance and Tax support line attend the meetings of theInternal Control, Risks and Compliance Committee. The ChiefCompliance Officer is present to deal with all items in relationto compliance.Operation of the Internal Control, Risks andCompliance Committee during the 2010 financialyearThe committee met seven times in 2010 and dealt in particularwith the following subjects:• reporting on MiFID monitoring as at 31 December 2009;• audit plan 2009 and 2010 and examination of themonitoring of audit recommendations;• report on the assessment of internal audit by the effectivemanagement intended for the CBFA;• progress made on the IT security study;• assessment of the risks on FSA – Assured;• risk appetite policy;• activity report 2009 from the Legal and Tax support lineand action plan 2010;• activity report 2009 from the Compliance support line andaction plan 2010;• progress made on introducing a permanent audit process;• monitoring implementation of the transformation plan andexchanges of correspondence with the regulators;• structured credits to the French public sector;• the internal audit and investigation charter.Presence of each individual director at meetingsof the Internal Control, Risks and ComplianceCommitteeThe individual attendance rate of directors at meetings of thecommittee was 100% in 2010, except for Olivier Bourgeswhose attendance rate was 71%.40 Dexia Annual report 2010