Annual report 2009 - Dexia.com

Corporate governanceManagement reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationPayment of social security contributions of somedirectorsEvery Board member of Dexia SA is considered in Belgiumas a self-employed worker and consequently must join anindependent workers’ fund and, in principle pay the socialinsurance. Now, some Board members already benefit fromsocial insurance under another system and may therefore berequired to pay contributions in Belgium simply because ofthe mandate carried out at Dexia SA without benefiting fromincreased social insurance protection.This is the case for, for instance, Board members not residentin Belgium who already benefit, in their country of residence,from social insurance and who are required to contribute inBelgium to an unrecovered annuity. Likewise, a Board memberresident in Belgium who is subject to the salaried employeessystem or to the system applicable to public servants as aprincipal activity and who is required to contribute as anindependent worker additionally because of the mandate carriedout in Belgium without benefiting from increased socialinsurance compared to what he already qualifies for becauseof his principal activity.In order to offset the unrecovered social security cost paid bydirectors who are in this position (subject to an annual reviewin order to reflect changes in status), the Ordinary Shareholders’Meeting of 10 May 2006 decided that Dexia SA willpay the unrecovered social security contributions and the latepenalties and other amounts owed for serving as a directorof Dexia and, therefore, raised the maximum ceiling for directors’compensation from EUR 700,000 to EUR 1,300,000.The persons qualifying for this payment are those who weredirectors of the company as at 1 January 2005 for all socialinsurance contributions as well as any new director whomeets the required conditions. The amount of the contributionsowed for the year 2009 and paid by Dexia totalledEUR 20,465.34.Compensation paid to the Chief Executive OfficerThe Chief Executive Officer does not receive any fee for hisposition as director. However, he is remunerated for his responsibilitiesas Chief Executive Officer and Chairman of theManagement Board (see hereafter).Specialist committees created by the Boardof DirectorsIn order to make an in-depth examination of the files submittedto it, the Board of Directors created four specialist committees,namely:• the Strategy Committee;• the Audit Committee which since 13 November 2008 hasbeen divided into an Internal Control, Risks and ConformityCommittee and an Accounts Committee;• the Appointment and Compensation Committee, the resultof the merger of the Compensation Committee and theAppointment Committee on 13 November 2008.These committees are charged with preparing Board decisions,the latter remaining solely its responsibility. Unless theyhave been specially delegated by the Board, the specialistcommittees have indeed no decision-making powers.These committees are composed of three to eight Boardmembers appointed by the Board of Directors for a periodof two years, which may be renewed. After each meeting,a report on the committee’s work is submitted to the Boardof Directors.Strategy CommitteeCompositionThe Strategy Committee is composed of eight directors,including the Chairman of the Board of Directors, who chairsthe committee, and the Chief Executive Officer.Members of the Strategy Committee are (as at 31 December2009):• Jean-Luc Dehaene, Chairman of the Board of Directors,independent director, Chairman of the Committee• Pierre Mariani, Chief Executive Officer• Bernard Thiry, director (1)• Francine Swiggers, director• Francis Vermeiren, director• Augustin de Romanet de Beaune, director• Koen Van Loo, director• Olivier Bourges, director (2)Responsibilities (as at 31 December 2009)The Strategy Committee meets as required, on the initiativeof the Chief Executive Officer, to examine the strategic positioningof the Dexia Group, considering the evolution of theGroup’s environment and its markets as well as its developmentlines in the medium term, and to study important files,prior to their examination by the Board of Directors, if theyrequire particular confidentiality by virtue in particular of theirrepercussions on the financial markets.Any of its members may also request a meeting of the StrategyCommittee.The Group’s strategy is developed on the basis of the followingprinciples:• it is the responsibility of the Management Board to take theinitiative to study and propose projects of a strategic natureto the Strategy Committee and to the Board of Directors;• the Board of Directors and the Strategy Committee formedwithin it may ask the Management Board to study a strategicoption;• projects that meet at least one of the following criteria areconsidered to be of a strategic nature:- a project of acquisition or disposal of assets for an amountequal to or greater than EUR 300 million;- a project of joint venture, consortium or partnership with athird party that could have a significant impact on the scopeof consolidation of the Group and/or on its results or theresults of one of its business lines;- a project of alliance or partnership that implies a significantchange in the shareholding structure of Dexia SA.(1) Bernard Thiry was appointed as a member of the Strategy Committee on1 July 2009 replacing André Levy-Lang.(2) Olivier Bourges was appointed as a member of the Strategy Committee on12 November 2009 replacing Bruno Bézard.34Dexia Annual report 2009