Annual report 2009 - Dexia.com

Corporate governanceConsidering those criteria, the Board of Directors of Dexia SAhas six independent directors as at 31 December 2009.They are:• Jean-Luc Dehaene;• Gilles Benoist;• Christian Giacomotto;• Catherine Kopp;• Robert de Metz;• Brian Unwin.Non-executive members of the Board of DirectorsA non-executive member of the Board of Directors is a memberwho does not exercise management functions in a companyof the Dexia Group. The internal rules of the Dexia SABoard of Directors stipulate that at least half of the Boardmust be non-executive directors. It is to be noted that withthe exception of Pierre Mariani and Stefaan Decraene, respectivelyChairman and member of the Management Board, allthe members of the Board of Directors of Dexia SA are nonexecutivedirectors.Separation of the functions of Chairman of theBoard of Directors and Chief Executive OfficerThe articles of association of Dexia SA, as well as the internalrules of the Board of Directors of Dexia SA, specificallydefine the rule for separation of the functions of Chairmanof the Board of Directors and Chief Executive Officer. Theymust necessarily be entrusted to different individuals of differentnationalities, even when the Chairman of the Boardof Directors is unable to preside and is replaced by anothermember of the Board.Term of officeThe term of office for Board members elected is a maximumof four years. Board members can be re-elected.The number of renewals of mandates of non-executivedirectors of the company is limited to two. Only mandaterenewals made from 10 May 2006 are taken into account forapplication of this limitation.The age limit for directors is 72. The directors concernedresign with effect from the date of the Ordinary Shareholders’Meeting following their birthday. This rule does not apply tomandates in force since the Ordinary Shareholders’ Meetingin May 2006 which may be exercised until their normal expirydate.The Board of Directors is entitled to deviate from the aboverules when it deems it to be in the interests of the company.Duties and responsibilities of the Board ofDirectorsThe internal rules of the Board of Directors describe theexpertise and responsibilities of the Board of Directors inthree areas:• strategy and general policy;• management control and risk management;• relations with shareholders.Strategy and general policyThe Dexia Board of Directors defines, in the name of allshareholders and on the recommendation from or on theadvice of the Management Board, the strategy and generalpolicy of the company and the Dexia Group.It also sets the standards for the Group and ensures theimplementation of the strategy for the Group.The Board furthermore ensures compliance with the principlesof good governance.Dexia’s internal rules therefore require that the Board ofDirectors:• meets at least once a year in order to assess the challengesand the strategic issues facing Dexia and its various businesslines;• reviews the strategic recommendations made by the ManagementBoard;• decides on the strategy of Dexia and its various businesslines to be implemented by the Management Board, sets priorities,approves the annual budget and, more generally, seesthat the chosen strategy and the human and financial meanscommitted are appropriate;• defines the values of the Dexia Group after receiving theopinion of the Management Board.The internal rules give the Board specific responsibilities foracquisitions and disposals of major assets.Management control and risk managementThe Board of Directors controls and directs the managementof the company and of the Group and monitors risks.For this purpose, the internal rules of the Dexia Board ofDirectors provide that the Board:• evaluates the implementation of strong and independentcontrol functions, which most notably include risk management,and internal audit and compliance procedures on acentralised basis;• takes all measures necessary to ensure the integrity of thefinancial statements;• assesses the performances of members of the ManagementBoard;• supervises the performances of the Statutory Auditor andinternal auditors;• defines the organisation of the Management Board in termsof its composition, operation and obligations on the recommendationof the Chief Executive Officer; the Board sets thecompensation for the members of the Management Boardon the recommendation of the Appointment and CompensationCommittee and the recommendation of the Chief ExecutiveOfficer for members of the Management Board otherthan the Chief Executive Officer.The role of the Board of Directors towards thecompany shareholdersThe Board’s actions are guided solely by the interest of thecompany with respect to the shareholders, customers andmembers of staff.The Board ensures that its obligations toward its shareholdersare understood and met and reports to the shareholders onthe performance of its duties.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 29