Annual report 2009 - Dexia.com

Corporate governanceResponsibilitiesThe Management Board is entrusted with the management ofthe company and of the Dexia Group, for which it managesand coordinates the different business lines, in the context ofthe strategic objectives and the general policy defined by theBoard of Directors. In addition, it ensures the execution of thedecisions taken by the Board of Directors.OperationSince the creation of Dexia SA in 1999, the ManagementBoard has operated according to a set of internal rules (hereinafterthe “Regulations”). Amended on several occasions, theseRegulations define its role and mode of operation. The collegialdecision-making process, the Board’s powers and certainrules governing the status of members are also subject to specificprovisions in the protocol on the prudential structure ofthe Dexia Group signed with the Belgian Banking, Finance andInsurance Commission.In addition to rules governing the composition of the ManagementBoard (see above), the Regulations include the followingrules.• Rules relating to the powers of the Management Board inits dealings with the Board of DirectorsThe Regulations first define the powers of the ManagementBoard in its dealings with the Board of Directors. The ManagementBoard must formulate a preliminary opinion regardingany proposals debated by the Board of Directors or theStrategy Committee in terms of strategy or general policy ofthe Group. It may make recommendations to the Board ofDirectors through the Chief Executive Officer.If the Chief Executive Officer takes part in discussions by theBoard of Directors or its specialist committees, for which theManagement Board has an acknowledged right of opinion orinitiative, the Chief Executive Officer presents to and defendswith the Board of Directors the points of view previouslydebated by the Management Board.• Rules relating to decision-makingThe Management Board operates in a collegial manner and itsdecisions result from a consensus of its members. It assumesjoint responsibility for such decisions. If applicable, the Chairmanof the Management Board may, on his own initiative oron request from two other members, submit the issue underdebate to a vote. Resolutions are adopted by a majority voteof all members present or represented. In the event of a tievote, the Chairman shall cast the deciding vote. In exceptionalcases, decisions may be taken by the Management Board inwriting with the unanimous consent of its members.• Rules relating to meetingsManagement Board meetings are convened by its Chairman,in principle once a week. If necessary, meetings can be convenedat any time by the Chairman or if two or more membersso desire. Any member of the Management Board whois unable to attend may be represented by another memberof the Board, but a member may not represent more thanone other member. Each member of the Board may proposean item for the agenda which is set by the Chairman. On thedecision of its Chairman, the Management Board may alsomeet in the form of a Group Executive Committee to dealwith transversal subjects of a certain importance.• In 2009, the internal rules of the Management Boardwere amended in order to update the rules relating to theprevention of insider trading in relation to Dexia financialinstruments.• The Regulations also specify the basic principles for compensationof the members of the Management Board (seehereafter).Compensation of membersof the management boardIntroductionThe compensation of members of the Management Board isfixed by the Board of Directors of Dexia SA on proposals fromthe Appointment and Compensation Committee.The compensation of members of the Management Board issubject to periodic study by the Appointment and CompensationCommittee with the support of a specialist externalconsultant.The Board of Directors has the firm desire to act within theregulatory framework as it has evolved on the basis of theprovisions emerging from the G20 in Pittsburgh. Indeed, inaccordance with the request from the Banking, Finance andInsurance Commission, Dexia has lodged a compensationpolicy with that institution in line with Belgian regulations(which will come into force in 2010) and is applying its principlesin anticipation from this year.Reminder of the decisions taken in 2009regarding the compensation of membersof the Management BoardAt the meeting of the Board of Directors held on 29 January2009, the Board noted the proposal from members ofthe Management Board and the Executive Committee ofDexia SA, as well as members of the Committees of the mainGroup entities not to receive any variable compensation forthe year 2008.That proposal was accepted by the Board of Directors. It is afirst in the entire financial sector. More than 50 executives ofthe Dexia Group collectively waived the entirety of their variablecompensation for 2008.During that meeting, the Board of Directors also decided toterminate the supplementary pension scheme put in place, inFrance, in favour of certain executives.Finally, the Board of Directors decided that no stock optionsor free shares should be granted in 2009.Furthermore, in accordance with French Decree No. 2009-348 of 22 April 2009, Dexia concluded an agreement withthe French State by which it makes various undertakingsregarding good governance.2009 was also a year during which the Dexia Group andabove all the members of the Management Board presentedManagement reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 39