Annual report 2009 - Dexia.com

Corporate governanceOperation and activities in 2009The Strategy Committee met once in 2009.Attendance of each individual director atmeetings of the Strategy CommitteeThe individual attendance rate of directors at meetings of thiscommittee was 100% in 2009 except for Bruno Bézard whowas excused for the meeting on 23 October 2009.Audit CommitteeAt its meeting on 13 November 2008 the Board of Directorsdecided to change the operation of the Audit Committeein order in particular to strengthen governance and riskmonitoring. The committee was therefore split into two specialistcommittees: the Accounts Committee and the InternalControl, Risks and Conformity Committee. These twocommittees, which together form the Audit Committee, inaccordance with the law of 17 December 2008 in particularestablishing an audit committee in listed companies andfinancial institutions, meet in plenary session once a year. TheAudit Committee consists exclusively of non-executive directorsamong which at least one independent director and adirector competent in accounting and audit matters.• The Accounts CommitteeCompositionThe Accounts Committee consists of three to five directors, allnon-executive, including at least one independent director.The Chairman of the Board of Directors may attend meetingsof the Accounts Committee. The Chief Executive Officermay attend, but may not be a member of the AccountsCommittee.Members of the Accounts Committee are (as at 31 December2009):• Gilles Benoist, independent director and Chairman of theCommittee• Marc Tinant, director• Robert de Metz, independent director (1)• Hubert Reynier, director (2)Responsibilities (as at 31 December 2009)Regarding accounts and financial informationThe Accounts Committee examines draft annual, half-yearlyand quarterly social and consolidated financial statementsof the Group, which must then be presented, adopted andpublished by the Board of Directors.It examines all questions relating to those accounts and thefinancial statements and in particular, from the documentssubmitted to it, it checks the conditions of the establishment,the choice of accounting references, provisions, observanceof prudential norms, the pertinence and consistency of theaccounting principles and methods applied and the adequacyof the consolidation scope adopted.It advises the Board of Directors regarding the financial communicationof the quarterly results and regarding delicateand sensitive matters which might have a significant impacton the accounts.Regarding external auditThe Accounts Committee ensures the adequacy of the externalaudit for the needs of the Group, and in that regard itensures observance of the policy of independence of theauditors.The Accounts Committee meets at least four times a year,each of these meetings taking place prior to the Board ofDirectors’ meetings examining and drawing up the financialstatements. It may meet at any time at the request of one ofits members, or the Chairman of the Board of Directors.The competences and the mode of operation of theAccounts Committee are described in the internal rules ofthat Committee.The member of the Management Board responsible forfinances attends meetings of the Accounts Committee. Othermembers of the Management Board may be invited to attendmeetings, and likewise the General Auditor and the externalauditors. The Accounts Committee may be assisted, if necessary,by an expert.Operation and activities of the AccountsCommittee during the 2009 financial yearThe Accounts Committee met seven times in 2009, dealingin particular with the following subjects:• examination of the results for the fourth quarter 2008 andthe first, second and third quarters 2009;• the approval and certification of the 2008 financialstatement;• the 2009 budget;• the disposal of FSA;• Dexia’s liquidity requirements;• the reclassification and model valuation under the IFRS;• amendments to the IAS39 standards and the new IFRS9rules;• the cost reduction programme;• balance-sheet reduction;• the State guarantees and the negotiations with the EuropeanCommission.Presence of each individual director at meetingsof the Accounts CommitteeThe individual attendance rate of directors at meetings of thisCommittee was 100% in 2009 except for Marc Tinant whoseattendance rate was 86%.For André Levy-Lang, who left the Committee on 1 July2009, the attendance rate was 25%. For Alain Quinet, wholeft the Committee on 12 November 2009, the attendancerate was 50%.(1) Robert de Metz was appointed as a member of the Accounts Committeeon 1 July 2009 replacing André Levy-Lang.(2) Hubert Reynier was appointed as a member of the Accounts Committeeon 12 November 2009 replacing Alain Quinet. Alain Quinet was appointedas a member of the Accounts Committee on 1 July 2009.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 35