Annual report 2009 - Dexia.com

Corporate governanceThe Appointment and Compensation CommitteeCompositionThe Appointment and Compensation Committee consists ofthree to five non-executive directors including the Chairmanof the Board of Directors and at least one independent director.The Chief Executive Officer may also attend meetings,but he may not be a member.The members of the Appointment and Compensation Committeeare (as at 31 December 2009):• Jean-Luc Dehaene, Chairman of the Board of Directors,independent director and Chairman of the Committee• Christian Giacomotto, independent director (1)• Francine Swiggers, director• Augustin de Romanet de Beaune, director• Francis Vermeiren, directorResponsibilities (as at 31 December 2009):Regarding compensationThe Committee proposes:• the compensation for the Chairman of the Board and theChief Executive Officer and, based on the Chief ExecutiveOfficer’s recommendation, the compensation for the membersof the Management Board;• the granting of stock options in application of the generalprinciples defined by the Board of Directors.It is consulted moreover on the policy of compensation andincentives for top executives of the Group, as well as thepolicy regarding employee share plans.It also makes recommendations on the fees paid to directorsand the allocation of those fees to directors.In performing its tasks, the Committee conforms to therecommendations of the Belgian Code of corporate governanceand the French Companies Code, and in particular tothe recommendations of the AFEP (Association française desentreprises privées) and MEDEF (Mouvement des entreprisesde France) on the compensation of executives, social representativesof listed companies in France.Regarding appointmentThe Appointment Committee prepares decisions for theBoard of Directors relating to:• proposals for the appointment and renewal of the mandateof directors made by the Board to the Shareholders’ Meeting,as well as proposals for the co-opting of directors;• determining the independence criteria enabling a directorto be described as “independent”;• qualification of an existing or new member of the Board ofDirectors as an independent director;• appointment of members of the specialist committees ofthe Board of Directors and their chairmen;• appointment and renewal of the mandate of the Chief ExecutiveOfficer;• appointment and renewal of the mandate of the Chairmanof the Board;• proposals from the Chief Executive Officer concerning thecomposition, organisation and operating mode of the ManagementBoard of Dexia SA;• amendments to the internal rules of the Board ofDirectors.For these purposes, the Committee is responsible for monitoringprocedures adopted by major listed companies in termsof composition and operation of Boards of Directors.Operation and activities during the 2009 financialyearThe Appointment and Compensation Committee met seventimes in 2009, dealing in particular with the followingsubjects:• the qualification of independent directors;• the composition of the Board of Directors;• the composition of the specialist committees;• amendments to the internal rules of the Board of Directors,the Accounts Committee and the Internal Control, Risks andConformity Committee;• the pension plan for certain executives;• the departure indemnities of certain former executives;• the policy regarding compensation to directors;• the policy regarding compensation of market professionalsand fund managers in asset management;• the variable compensation in 2008 to members of theManagement Board and the Executive Committee;• the recommendations of the AFEP/MEDEF;• the text of the annual report concerning compensation tomembers of the Management Board;• the entry into force of the new Belgian Code of corporategovernance.Presence of each individual director at meetingsof the Appointment and CompensationCommitteeThe individual attendance rate of directors at meetings ofthis committee was 100% in 2009, except for Augustin deRomanet de Beaune whose attendance rate was 71%.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional information(1) Christian Giacomotto was appointed as a member of the Appointmentand Compensation Committee on 1 July 2009, replacing Denis Kessler.Annual report 2009 Dexia 37