Annual report 2010 - Dexia.com

Declaration of corporate governanceSummary table showing the variable compensation of the Chairman of theManagement Board and other members of the Management Board 2009compared to 2010(in EUR) 2009 2010Pierre Mariani 800,000 600,000Other members of the Management Board (1) 775,000 554,000Total 1,575,000 1,154,000(1) Stefaan Decraene, Philippe Rucheton, Claude Piret.Management reportConsolidatedfinancial statementsAdditional information Annual financial statementsIn line with Dexia compensation policy, payment of theamounts shown in the table below is deferred over two/threeyears. In line with the compensation policy rules adopted bySummary table showing the deferment of the variable compensation of theChairman of the Management Board and other members of the ManagementBoard (1)Amount paid Amount to be Amount to be Amount to be Amount to be(in EUR)in 2011 paid in 2012 paid in 2013 paid in 2014 paid in 2015TotalPierre MarianiCash 180,000.0 40,000.0 40,000.0 40,000.0 - 300,000.0Instrument (2) - 180,000.0 40,000.0 40,000.0 40,000.0 300,000.0Other members of the Management BoardCash 166,200.0 36,933.3 36,933.3 36,933.3 - 277,000.0Instrument (2) - 166,200.0 36,933.3 36,933.3 36,933.3 277,000.0(1) Stefaan Decraene, Philippe Rucheton, Claude Piret.(2) The counter-value of the instruments representing the capital is paid after a retention period of one year following definitive acquisition of the rights, asappears in the table.Deferred part of the variable compensation for2009 due in 2011PrinciplesThe Board of Directors decided in 2009 to apply principlesenabling variable compensation to be linked to long-termperformances. To do so, the payment of variable compensationwill be deferred and subject to certain conditions to be metover several years. The deferred part is thus linked to theshare price and is liable to adjustment in the case of poorperformance.Conditions for allocation and payment of thevariable compensationFor 2009, the allocation and payment of variable compensationto members of the Management Board was subject not onlyto maintenance of a level of performance and fulfilment ofundertakings made to the European Commission, but also tothe non-renewal of the State guarantees on interbank loansand bond issues beyond 30 June 2010.Deferment of variable compensationIn line with the principles stated above, the variablecompensation of members of the Management Board for2009 was deferred over three years, the deferred partdetermined under the following conditions.• In n+1 (i.e. 2010), the member of the Management Boardreceives:- 100% for the part not exceeding EUR 50,000;- 50% for the part exceeding EUR 50,000 but notEUR 100,000;- 33% for the part exceeding EUR 100,000.the Board of Directors, the part paid immediately in cash represents30% of the variable compensation. The balance isdeferred.• The member of the Management Board is likely to receivethe balance, under the conditions described above, in n+2(i.e. 2011) and in n+3 (i.e. 2012), provided they are still in theservice of the Group on payment of the deferred amounts.The deferred parts are lost if the beneficiary leaves the Groupvoluntarily or there is a dismissal on serious grounds, unlessthe Board of Directors decides otherwise, on a proposal fromthe Appointment and Compensation Committee.In order to index the deferred part to the share price overthe deferment period and thus closely linking the interestsof members of the Management Board to those of theshareholders (from a long-term perspective), the deferred partwas converted into a number of Dexia shares, on the basisof a benchmark price of EUR 4.253, corresponding to theaverage closing price of the Dexia share on Euronext Brusselsover the thirty days preceding 1 March 2010.At the time of payment of the deferred part, it is valued onthe basis of a benchmark price corresponding to the averageclosing price of the Dexia share on Euronext Brussels over thethirty days preceding 1 March of the year of payments.Changes with regard to recent corporategovernance initiativesAs the Board of Directors reserved the right, the terms ofpayment of the deferred part of the variable compensationfor 2009 were revised with regard to recent principles andprovisions adopted in respect of good governance and soundcompensation practice.48 Dexia Annual report 2010