management of the dexia group

CORPORATE GOVERNANCE
MANAGEMENT REPORT
The decree and the circular had a certain number of practical
implications for Dexia SA, particularly Dexia’s choice to use its
internet site to meet its obligations to publish the information
stipulated by the decree and the circular.
In making this choice, Dexia SA made a commitment to meet
several conditions, particularly the creation of a distinct section on the website reserved for the financial information
stipulated in the circular.
Maximum use of the website for the communication of the mandatory financial information is one component of Dexia’s policy
to ensure transparency for its shareholders and institutional
investors. Information required by Circular FMI/2003-02 of the
Banking, Finance and Insurance Commission appears under the
“Legal Information” tab on Dexia’s website. This same policy of
transparency for shareholders and institutional investors is also
found in the Dexia SA Corporate Governance Charter.
Q COMPLIANCE WITH CURRENT LEGISLATIONS
COMPTES CONSOLIDÉS
As a company under Belgian law, whose shares are listed for
trading in Belgium, France and Luxembourg, Dexia ensures
compliance with the principle of equality among shareholders
and respect for its legal and regulatory obligations to provide
periodic and regular information.
COMPTES SOCIAUX
NAME
SPECIALIZED
COMMITTEES
PIERRE
RICHARD
65 years old
French
Director since
1996
Holds 25,710
Dexia shares
BEGINNING
AND END
OF CURRENT
MANDATE
2006-2010
Chairman of the
Strategy Committee,
member of the
Compensation
Committee and of
the Appointments
Committee
PRIMARY
FUNCTION
Chairman of the
Board of Directors,
Dexia SA
MANAGEMENT
OF THE DEXIA GROUP
Q INTRODUCTION: GROUP ORGANIZATION
The organization of the Dexia Group is described in the chapter Group Presentation in this annual report (see page 19).
The Board of Directors of Dexia SA
Composition of the Board of Directors
(as of December 31, 2006) (1)
The bylaws of Dexia SA stipulate that the Board is composed
of between sixteen and twenty directors.
As of December 31, 2006, the Board of Directors is comprised
of 18 members. The Board of Directors of Dexia SA reflects
the Group’s European identity: i.e. five nationalities are represented at Board level. The composition of the Board also
reflects the Franco-Belgian statutory character of Dexia SA.
Indeed, the Board has as many Belgian members as it has
French members. And each nationality represents at least one
third of the Board.
OTHER MANDATES
AND FUNCTIONS
Director:
• Air France/KLM,
Le Monde,Generali
France, EDF Energies
nouvelles, Crédit du
Nord (departure in
Febuary 2007)
• Companies belonging
to the Dexia Group
(Dexia Bank Belgium,
Dexia Crédit Local, Dexia
Banque Internationale à
Luxembourg)
AXEL MILLER
41 years old
Belgian
Director since
2006
Holds 100
Dexia shares
Member of
the Strategy
Committee and of
the Appointments
Committee
2006-2010
Chief Executive
Officer and
Chairman of the
Management Board
of Dexia SA
Director:
• Ethias Vie (until January
2007), Crédit du Nord,
Director of the “Raad van
Commissarissen” of LVI
Holding NV (Carmeuse
group)
• Companies belonging
to the Dexia Group
(Dexia Bank Belgium,
Dexia Crédit Local, Dexia
Banque Internationale à
Luxembourg, Financial
Security Assurance
Holdings Ltd)
BIOGRAPHY
Graduate from Ecole Polytechnique
and Ecole nationale des Ponts et
Chaussées. General Director for Local
Governments, French Ministry of the
Interior from 1978 to 1982.
Deputy Managing Director of the
Caisse des dépôts et consignations
from 1983 to 1993. Chairman of Crédit local de France from 1987 to 1996.
Co-Chairman of the Dexia Group
from 1996 to 1999. Between 1999
and 2006, Chairman of the Management Board and Chief Executive Officer of Dexia SA. Since January 2006,
Chairman of the Board of Directors,
Dexia SA.
Law degree. After a 14-year career as
a lawyer specialized in financial law,
mergers and acquisitions and in international commercial law, he joined
the Dexia Group in 2001 as General
Counsel. Member of the Management Board of Dexia Bank Belgium in
January 2002, he became Chairman
of the Management Board of Dexia
Bank Belgium and head of Personal
Financial Services in January 2003.
He became Chief Executive Officer of
Dexia SA on January 1, 2006.
(1) Article 2 of the Law of August 6, 1931 (Belgian Gazette of August 14, 1931) forbids ministers, former ministers, and State ministers, as well as the members or former
members of Legislative Assemblies to mention their status as such in acts and publications of profit-making companies.
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Dexia / Annual Report 2006