Annual report 2009 - Dexia.com

Corporate governanceIntroduction: the CorporateGovernance Charterof Dexia SAThe Belgian Code of corporate governance, which replacesthe recommendations made on this issue by the Banking,Finance and Insurance Commission, the Federation of Enterprisesin Belgium and Euronext Brussels became effective on1 January 2005, and was revised for the first time in 2009 inorder to take account, in particular, of recent developmentsin the regulatory environment in Belgium and Europe, as wellas the new aspirations of civil society and stakeholders as tothe conduct of companies and their executives.The Belgian Code of corporate governance contains ninemandatory principles for publicly traded companies. Dexiaintends to respect these nine principles.At its meeting on 3 February 2005, the Board of Directorsof Dexia SA created a “corporate governance” committeewithin the Board (composed of directors of Dexia SA), incharge of conducting a study and formulating recommendationson the various governance issues treated by the BelgianCode of corporate governance and on any adaptations forthe existing situation at Dexia.The work of this committee resulted notably in the developmentof a corporate governance charter, internal rules for theaudit committee and a revision of the internal rules of theBoard of Directors and the Management Board.At its meeting on 13 November 2008, the Board of Directorsof Dexia SA amended its internal rules in order to strengthenits governance and risk management even more.On the one hand, the Audit Committee was split into twospecialist committees: the Accounts Committee and theInternal Control, Risks and Conformity Committee. Thesetwo committees together form the Audit Committee, inaccordance with the law of 17 December 2008 in particularinstituting an audit committee in publicly traded companiesand financial establishments. On the other hand, theAppointment Committee and the Compensation Committeewere combined in one single committee. In 2009, theinternal rules of the Board of Directors were further amendedin order in particular to align the criteria of directors’ independenceretained by Dexia SA with the new legal criteriadefined by the Company Code, and to strengthen the rulesapplicable to the executives of Dexia SA involved in proprietarytrading in Dexia shares.The Corporate Governance Charter of Dexia SA (hereafterthe “Charter”) gives a detailed overview of the principalgovernance aspects of the company. This document, whichthe Board of Directors wanted to be complete and transparent,contains five sections. The first section deals with thestructure and organisational chart for the Dexia Group. Italso provides a brief review of the Group’s history since itwas established in 1996. The second section describes Dexia’scorporate governance structure, and includes all necessaryinformation concerning the composition, responsibilities andoperating modes of the decision-making entities, which consistof the Shareholders’ Meeting, the Board of Directors andthe Management Board. The internal rules of the Board ofDirectors and of the Management Board are also providedin their entirety. This part of the Charter also describes thecompetences of general management at Group level, andthe central functions of Dexia SA. The third section discussesthe shareholders and the Dexia share. It describes Dexia’srelations with its shareholders and summarises the featuresof Dexia capital and shares. The fourth section summarisesthe control exercised over and within the Dexia Group. The“internal control” part of this section contains informationrelating to internal audit, professional ethics and compliance.The “external control” section deals with the Statutory Auditor’stasks and the protocol concerning prudential managementof the Dexia Group signed with the Banking, Financeand Insurance Commission. The final section of the Charterdescribes Dexia’s compensation policy for directors of thecompany and members of the Management Board.Several elements of the Corporate Governance Charterare restated, as recommended by the Belgian Code of corporategovernance, in this chapter of the annual report ofDexia SA.Pursuant to the Belgian Code of corporate governance, theCharter has been available since 31 December 2005 on thecompany’s website (www.dexia.com) and is updated on aregular basis.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 15