Annual report 2009 - Dexia.com

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Corporate governanceManagement reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationEligibility criteriaThe internal rules of the Board of Directors stipulate thatdirectors are elected by the Shareholders’ Meeting becauseof their expertise and the contribution they can make to theadministration of the company.In this context, the Appointment and Compensation Committeecreated within the Board is responsible for establishingprofiles of expertise that will be reviewed on a regularbasis to take into account changes in the Dexia Group andits businesses.On a proposal from the Appointment Committee, on 15 November2007 the Board of Directors drew up directors’ profiles ofexpertise. These profiles of expertise form an integral part ofthe internal rules of the Board of Directors.Any member of the Board of Directors must have the timerequired to perform his obligations as a director.Non-executive directors may not hold more than five directorshipsin listed companies.Procedure for appointing and assessing membersof the Board of DirectorsAppointmentThe Appointment and Compensation Committee is responsiblefor proposing to the Board of Directors the appointmentof each new director. Each candidate is proposed on thebasis of his/her potential contribution in terms of knowledge,experience and specialisation in one or more of the followingfields: vision and strategy, leadership and management skills,financial and accounting expertise, international experienceand knowledge of the Group’s business lines.The candidate must have the necessary availability, moreover,to fulfil his obligations as a director.It submits a detailed report to the Board on the factors thatjustify this recommendation.For this purpose, the Appointment and Compensation Committeereviews the candidates’ expertise, knowledge andexperience. The candidate attends an interview conducted bythe members of this Committee or a delegation of Committeemembers.AssessmentPeriodically, the Board of Directors conducts a self-assessmentof its operation, which is conducted by the Chairman of theBoard of Directors. This self-assessment process may alsobe carried out by an external consultant, as was the casein 2006.At its meeting on 1 July 2009, the Board of Directors lookedinto its own operation, particularly having regard to therecommendations in the revised version of the Belgian Codeof corporate governance.Changes in the composition of the Board ofDirectors of Dexia SA in 2009During the 2009 financial year, significant changes concerningthe composition of the Board of Directors of Dexia SAwere as follows.1. The following decisions were made by the Ordinary Shareholders’Meeting of 13 May 2009:• the definitive appointment as director, for a new mandateof four years to expire at the end of the 2013 OrdinaryShareholders’ Meeting of Dexia SA, of Jean-Luc Dehaene,provisionally appointed by the Board of Directors to replacePierre Richard, resigning;• the definitive appointment as director, for a new mandateof four years to expire at the end of the 2013 OrdinaryShareholders’ Meeting of Dexia SA, of Pierre Mariani, provisionallyappointed by the Board of Directors to replace AxelMiller, resigning;• the definitive appointment as director, for a new mandateof four years to expire at the end of the 2013 OrdinaryShareholders’ Meeting of Dexia SA, of Bruno Bézard, provisionallyappointed by the Board of Directors to replaceJacques Guerber, resigning;• the definitive appointment as director, for a new mandateof four years to expire at the end of the 2013 Ordinary Shareholders’Meeting of Dexia SA, of Koen Van Loo, provisionallyappointed by the Board of Directors to replace Guy Burton,resigning;• the definitive appointment as director, for a new mandateof four years to expire at the end of the 2013 Ordinary Shareholders’Meeting of Dexia SA, of Alain Quinet, provisionallyappointed by the Board of Directors to replace DominiqueMarcel, resigning;• the renewal of the mandate of Francis Vermeiren, for aterm of four years to expire at the end of the 2013 OrdinaryShareholders’ Meeting of Dexia SA;• the renewal of the mandate of Bernard Lux, for a term offour years to expire at the end of the 2013 Ordinary Shareholders’Meeting of Dexia SA.2. At its meeting on 1 July 2009, the Board of Directorsunanimously co-opted Stefaan Decraene, Christian Giacomotto,Robert de Metz and Bernard Thiry as directors, withimmediate effect, respectively to replace Jan Renders, DenisKessler, André Levy-Lang and Bernard Lux, resigning.Their definitive appointment will be submitted to the 2010Ordinary Shareholders’ Meeting of Dexia SA.3. At its meeting on 26 August 2009, the Board of Directorsdecided to appoint Isabelle Bouillot and Brigitte Chanoine aspermanent observers in accordance with Article 11 of theCompany’s articles of association. Their appointment as directorwill be proposed to the Ordinary Shareholders’ Meetingof Dexia SA on 12 May 2010.4. At its meeting on 12 November 2009, the Board of Directorsdecided to co-opt Olivier Bourges and Hubert Reynieras directors, with immediate effect, respectively to replaceBruno Bézard and Alain Quinet, resigning.Their definitive appointment will be submitted to the 2010Ordinary Shareholders’ Meeting of Dexia SA.26Dexia Annual report 2009
Corporate governanceNew directors and observersAs indicated above, during the 2009 financial year, six newdirectors were appointed, namely Stefaan Decraene, ChristianGiacomotto, Robert de Metz, Bernard Thiry, Olivier Bourgesand Hubert Reynier, and two permanent observers, namelyIsabelle Bouillot and Brigitte Chanoine.• Stefaan Decraene graduated in applied economics fromK.U. Leuven, specialising in international relations. The firstpart of his career revolved around corporate banking andinvestment banking in Belgium. In 2001 he was appointedChairman of the Management Board of Banque Artesia Nederland,and became a member of the Management Board ofDexia Bank Nederland in 2002. In 2003 he became memberof the Management Board of Dexia Bank Belgium, incharge of Insurance and Development of International Retailactivities, and from 2004 in charge of Public and WholesaleBanking. Since January 2006, he has been Chairman of theManagement Board of Dexia Bank Belgium. In 2008 he wasappointed member of the Management Board of Dexia SA.• Christian Giacomotto is a graduate in higher legal studies,of the Institut d’études politiques de Paris (IEP) and of theNew York University (American Finance) and is Chairmanof the Management Board of Gimar Finance. He began hiscareer at the Bank of the European Union before becomingDeputy Director General of the CIC in 1982. In 1987he created the Arjil Bank, of which he became Chairmanof the Management Board before holding various managerialposts and directorships with the Lagardère Group,then Kleinwort Benson in London, the bank with which hefounded Kleinwort Benson, Gimar & Cie in Paris in 1994. Heis Vice-Chairman of the National Museums Association. He isa Commander of the Legion of Honour and Commander ofthe Order of Arts and Letters.• Robert de Metz is a graduate of the Institut d’études politiquesde Paris (IEP) and of the École nationale d’administration(ENA). He began his career in the General Finance Inspectorate.Robert de Metz joined Banque Indosuez in 1983where he held posts in Hong Kong and in France beforejoining Demachy Worms & Cie. At Paribas since 1991, heexercised many functions, notably mergers-acquisitions beforebeing appointed to the Management Board, responsible fromLondon for fixed income, forex and derivatives markets. Hewas a director at Cobepa from 1993 to 1999. Between 2002and 2007, Robert de Metz was Deputy Director General ofthe Vivendi Group in charge of mergers-acquisitions andstrategy.• Bernard Thiry is a Doctor of Economics from the Universityof Liège and a graduate from Stanford University, and isChairman of the Management Board of Ethias. He began hiscareer in the Faculty of Economics, Management and SocialSciences of the University of Liège where he was a professoruntil 2006. Between 2000 and 2001, he was AdministrativeDirector and member of the Management Board ofthe Belgian Commission for Electricity and Gas Regulation. In2006, he joined Ethias as Director of International Relations.He became a member of the Management Board in February2008 and Chairman in October 2008. He is also a professorat HEC, the Management College of the University of Liège.• Olivier Bourges is a graduate of the French École nationaled’administration (ENA), the Institut d’études politiques deParis (IEP) and has a Scientific Baccalaureat. From 1992 to2000 he held various functions in the Treasury Department(Direction du Trésor, Paris), i.e. as deputy head to the BanksAgency from 1992 to 1996 and from 1998 to 2000 as headof the ‘Housing Financing’ Agency (Bureau Financement duLogement). Between 1996 and 1998 he was Alternate ExecutiveDirector of the World Bank, IBRD. In 2000 he joinedRenault initially as Financial Relations Director, and was subsequentlyappointed Director of Vehicle Profitability. In 2006he was made Vice-President, Corporate Planning and ProgramManagement Office at Nissan North America. In 2008he returned to Renault, as Senior Vice-President and Directorof the Management Control Department at group level.Since September 2009 he has been Deputy Director Generalof the Agence des Participations de l’État (APE).• Hubert Reynier is a graduate of the French École nationaled’administration (ENA), the Institut d’études politiques de Paris(IEP), holds a Master of Advanced Studies in Economics andis a General Inspector of Finance. After completing his studiesin 1988 he embarked on a career at Inspection Généraledes Finances, before transferring to Banque Nationale de Paris(BNP) in 1992. From 1993 to 1994 he was Senior Vice-Presidentin the Investment Banking (New York) department, andthen became General Manager of the London branch. From1998 he held the post of Director General of the BNP groupfor Belgium and the Netherlands. In May 2000 he started atCOB where he was responsible for the First Market sector,subsequently becoming Head of the Operations and FinancialInformation Department. In 2004, shortly after the creationof the Financial Markets Authority (AMF), he became DeputyGeneral Secretary in charge of the Department of Regulationand International trade. At the same time he also chaired thework of the Permanent Committee of the International Organisationof Securities Commissions.• Isabelle Bouillot is a graduate of the École nationaled’administration (ENA) and the Institut des études politiquesde Paris (IEP), and holder of a post-graduate degree in PublicLaw. She has occupied different positions in French publicadministrations, among them economic adviser for the Presidentof the Republic between 1989 and 1991 and BudgetDirector at the Ministry of Economy and Finance between1991 and 1995. She joined the Caisse des dépôts et consignationsas Deputy Chief Executive Officer in 1995 and was incharge of financial and banking activities. Between 2000 and2003, she was Chief Executive Officer of the Investment Bankin the Group CDC IXIS. She is currently President of ChinaEquity Links and a director of Umicore and Saint-Gobain.• Brigitte Chanoine is qualified as a Master in Business Engineering(ICHEC Brussels Management School), having a PhDin Finance and being Doctor in Business Administration (IAG– Université catholique de Louvain), she started her professionalactivities in 1988 as Health and Safety Manager atManagement reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 27
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Dexia’s annual report 2009 has be
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Annual report 2009 - Dexia.com

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