Annual report 2009 - Dexia.com

Corporate governance• It identifies, analyses and measures non-compliance risksand reputation risks which might arise from activities andfinancial products, in particular:- existing activities and products;- new activities/services;- new products/segmentations;- new entities;- any new geographic perimeter.• It provides assistance to business lines in the developmentand implementation of compliance procedures and otherdocuments, for example compliance manuals, internal codesof conduct and practical guides. It assists and advises inorder to ensure the correct interpretation and implementationas well as the observance of these procedures and otherdocuments.• It develops and provides compliance training programs,adapted to the needs of business lines, promoting an appropriatecompliance culture and an awareness and understandingof standards, procedures and lines of conduct.• It checks the fulfilment of compliance obligations, in particulartaking account of risks incurred.• To the extent that it is required by local regulations, it communicateswith the financial regulators or any other competentauthority about any suspect incident or transaction.• It reports regularly to the respective management boardsand audit committees on its activities and the status of anymajor failure.Organisation and positioningThe Group Chief Compliance Officer reports to the memberof the Executive Committee of Dexia SA responsible for theCompliance, Legal and Tax support line. A cascading procedureis in place to guarantee the right of the Group ChiefCompliance Officer to report directly to the Chairman of theManagement Board of Dexia SA or to the Chairman of theInternal Control, Risks and Conformity Committee of DexiaSA on any significant incident.The mode of organisation was already or will be duplicatedwithin the main entities.The Compliance Department of Dexia SA is subdivided intofour poles:• AML and CTF is in charge of guiding the support line in thisfield, particularly through the definition of policies and thesupport of entities in terms of best practices and the implementationof the necessary tools.• Data protection/professional secrecy. The data protectionofficer ensures observance of the rules applicable with regardto the protection of confidential information and personaldata. By his involvement in several outsourcing projects, Complianceis assured that the subcontracting does not breachthe laws and regulations to which the entity concerned issubject.• The Reporting, Tools and Methodologies division providesmethodological backing to the entire support line, and implementsand manages the tools necessary for its operation(e-Room, the replacement for which is under analysis, andthe integrated risk management tool, OSCAR, which will becommissioned in January 2010). It prepares documents formonitoring/guiding the line for management (activity reports,action plans, Compliance risk maps).• TFM and Market Integrity is responsible for transversal coordinationof the prevention and monitoring of Compliancerisks inherent in the Treasury and Financial Markets activityand is in charge of preventing market abuse, including themonitoring of transactions on Dexia and non-Dexia financialinstruments for members of staff of Dexia SA. This divisionreviews fundamental documents (such as Compliance Policyand the Code of Professional Ethics) and draws up andimplements policies/procedures relating to Compliance fields(particularly in relation to conflicts of interests).Finally, this unit manages (implements and monitors) Complianceprojects relating to MiFID and “Treat Your CustomerFairly” topics.GuidingThe Dexia Group has a Compliance Committee the tasks ofwhich are:• to distribute competences within the Group in compliancewithin business lines and competence centres;• to ensure an integrated approach is adopted.Its composition reflects all the activities and/or business lineswithin Dexia.Furthermore, there is periodic reporting by each Group subsidiary.A consolidated report is then drawn up and submittedto the Audit Committee.In 2009, the rules relating to the prevention of insider tradingin Dexia financial instruments were fully updated, ensuringharmonisation of the principles in force within all the entitiesof the Dexia Group. These rules define the statuses attributedto members of staff depending upon their access to insideor sensitive information or whether they are likely to havesuch access in performing their tasks, and fix the restrictions/obligations associated with each status.The Code of Professional Ethics was revised and trainingcourses were organised for members of staff of Dexia SA inorder to remind them of key principles in terms of compliance.The new Code of Professional Ethics is gradually beingtransposed within the entities of the Group.The development of a tool common to several support linesof the Dexia Group involved in the management of risks,principally the Operational Risks, Compliance and InternalAudit Divisions, commenced in 2008, continued in 2009 andwas commissioned in January 2010. The solution retainedhad the following objectives:• optimisation of the global management process for the risksfacing the Dexia Group in the performance of its activities;• improvement of the guiding of all risks by the divisions concerned(link between the recommendations and the actionsarising from them);• improvement of the transversal collaboration between thesedifferent actors with the introduction of an integrated toolpermitting an overview of all the recommendations made perentity, business line and so on;• realisation of reporting which is modular in relation to thosefor whom it is intended.The new Compliance, Legal and Tax support line wishes toacquire or to develop a single IT tool permitting centralisedguiding as well as transversal management of its processesand activities. Analysis work in this regard began at the endof 2009.Management reportConsolidatedfinancial statementsAnnual financial statementsAdditional informationAnnual report 2009 Dexia 45