Annual report 2009 - Dexia.com

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Corporate governanceManagement reportConsolidatedfinancial statementsCircular FMI/2007-02 from theBanking, Finance and InsuranceCommissionA Royal Decree of 14 November 2007 concerning the obligationsof issuers of financial instruments listed for trading on aBelgian regulated market stipulates the obligations of issuerswith regard to the information to be provided to the publicand their obligations to holders of financial instruments. InDecember 2007, the Banking, Finance and Insurance Commissionpublished a circular explaining this Royal Decree. Inaccordance with this regulation, Dexia SA has decided since2003 to use its internet site to meet its obligations to publishthe information stipulated by the decree and the circular.In making this choice, Dexia SA made a commitment to meetseveral conditions, particularly the creation of a distinct sectionon the website reserved for the financial information stipulatedin the circular.Maximum use of the website for the communication ofthe mandatory financial information is one component ofDexia’s policy to ensure transparency for its shareholders andinstitutional investors. The information required by CircularFMI/2007-02 from the Banking, Finance and Insurance Commissioncan be found under the heading “Legal information”on the Dexia website. This same policy of transparency forshareholders and institutional investors is also found in theCorporate Governance Charter of Dexia SA.Compliance with current legislationsAs a company under Belgian law, whose shares are listed fortrading in Belgium, France and Luxembourg, Dexia ensurescompliance with the principle of equality among shareholdersand respect for its legal and regulatory obligations to providespecific and periodic information.Management ofthe Dexia GroupThe Board of Directors of Dexia SAMembers of the Board of Directors(as at 31 December 2009) (1)The articles of association of Dexia SA stipulate that the Boardis composed of between sixteen and twenty directors.As at 31 December 2009, the Board of Directors was composedof seventeen members and two observers.Its composition also respects the French and Belgian statutorynature of Dexia SA. Indeed, the Board has as many Belgianmembers as it has French members and each nationalityrepresents at least one third of the Board.(1) Article 2 of the law of 6 August 1931 (Belgian Gazette of 14 August 1931)forbids ministers, former ministers and State Ministers, as well as members orformer members of Legislative Assemblies to mention their status as such inacts and publications of profit-making companies.Annual financial statementsNAMEJEAN-LUCDEHAENEIndependentdirector69 years oldBelgianDirector since2008Holds 700 DexiasharesSPECIALISTCOMMITTEESChairman of theAppointment andCompensationCommitteeChairman of theStrategy CommitteeBEGINNINGAND ENDOF CURRENTMANDATEPRIMARYFUNCTION2008-2013 Chairman of theBoard of Directors,Dexia SAOTHER MANDATES AND FUNCTIONSMember of the European ParliamentVice-Chairman of the Board of Directors:• Fondation Roi BaudouinDirector:• Inbev• Lotus Bakeries• Umicore• Trombogenics• NovovilAdditional informationOther functions in the Dexia Group:• Chairman of the Board of Directors of DexiaCrédit Local• Vice-Chairman of the Board of Directors ofDexia Bank Belgium• Director of Dexia Banque Internationale àLuxembourgBIOGRAPHYDoctor of Law from the University of Namur and the K.U. Leuven.He started his professional activities as Association Secretary to the Flanders’ Scouting Federation (Vlaams Verbond van KatholiekeScouts) and became in 1965 member of the Research Department of the Christian Workers’ Union (ACW).He started his political career in 1967, occupying several parliamentary and governmental functions at federal and European level.18Dexia Annual report 2009
Corporate governanceNAMEPIERREMARIANI53 years oldFrenchDirector since2008Holds no DexiashareSPECIALISTCOMMITTEESMember of theStrategy CommitteeBEGINNINGAND ENDOF CURRENTMANDATEPRIMARYFUNCTION2008-2013 Chief ExecutiveOfficerChairman of theManagement Boardof Dexia SAOTHER MANDATES AND FUNCTIONSMember of the Executive Committee:• FBFVice-Chairman:• AFBDirector:• EDFOther functions in the Dexia Group:Director:• Dexia Bank Belgium• Dexia Crédit Local• Dexia Banque Internationale à LuxembourgManagement reportBIOGRAPHYGraduate in law, graduate of the Hautes études commerciales and the École nationale d’administration (ENA). Between 1982 and 1992he occupied various functions in the Ministry of Economy and Finance. In 1993 he was appointed Director of the Cabinet of the BudgetMinister, government spokesman, and head of communication. In 1995 he was appointed Managing Director of the Société françaised’investissements immobiliers et de gestion, a real estate company in the Fimalac Group. In 1996, he was appointed Managing Directorand member of the Management Board of Banque pour l’expansion industrielle (Banexi), the commercial arm of BNP, of which hebecame Chairman of the Management Board in 1997. In 1999, he was appointed head of International Retail Banking and, from 2003,head of Financial Services and International Retail Banking of the BNP Paribas Group. He was appointed Deputy Managing Director in2008 jointly responsible for Retail Banking activities and for the International Retail Services of BNP Paribas.GILLES BENOISTIndependentdirector63 years oldFrenchDirector since1999Holds 300 DexiasharesChairman ofthe AccountsCommitteeChairman ofthe InternalControl, Risksand ConformityCommittee2006-2010 Managing Director,CNP AssurancesMember of the Management Board:• Group Caisse des DépôtsChairman:• Fédération française des sociétés anonymesd’assuranceDirector and member of the strategy committee:• Suez Environnement Company SABIOGRAPHYLaw degree. Graduate of the Institut d’études politiques de Paris (IEP) and of the École nationale d’administration (ENA). After havingbeen a member of the Management Board and General-Secretary of Crédit local de France since 1987, General-Secretary and memberof the Executive Board of Caisse des dépôts et consignations from 1993 onwards, he became Chairman of the Management Boardof CNP Assurances on 9 July 1998; he was appointed Managing Director when the company’s corporate governance was changed on10 July 2007.OLIVIERBOURGES42 years oldFrenchDirector since2009Holds no DexiashareMember ofthe InternalControl, Risksand ConformityCommittee2009- Deputy ManagingDirector of theAgence desparticipations del’État (APE)Director:• GDF SuezDirector, member of the Accounts Committee andmember of the Compensation Committee:• THALESDirector, member of the Supervisory Board andmember of the Audit Committee:• BPCEBIOGRAPHYGraduate of the French École nationale d’administration (ENA), the Institut d’études politiques de Paris (IEP) and has a ScientificBaccalaureat. From 1992 to 2000 he held various functions in the Treasury Department (Direction du Trésor, Paris), i.e. as deputy headto the Banks Agency from 1992 to 1996 and from 1998 to 2000 as head of the ‘Housing Financing’ Agency (Bureau Financement duLogement). From 1996 to 1998 he was employed as Alternate Executive Director of the World Bank, IBRD. In 2000 he joined Renault,initially as Financial Relations Director, and was subsequently appointed Director of Vehicle Profitability. In 2006 he was made Vice-President, Corporate Planning and Program Management Office at Nissan North America. In 2008 he returned to Renault, as SeniorVice-President and Director of the Management Control Department at group level.Consolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 19
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Financial resultsPreliminary notes
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Financial resultsSolvency31/12/08 3
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Statutory Auditor’s reportManagem
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Additional informationDexia FP Hold
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Dexia’s annual report 2009 has be
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Annual report 2009 - Dexia.com

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