The Board of Directors met twenty times in 2011. The directors’ attendance rate at Board meetings was 92%.
In addition to matters falling within the normal competence of the Board of Directors (result monitoring, convocation to Ordinary and Extraordinary Shareholders’ Meetings, minutes of meetings of specialist committees), the Board also dealt with the following files.
composition of the Board and specialist committees and, in particular, the appointment of an additional independent director within the Appointment and Compensation Committee in accordance with the Belgian Law of 6 April 2010, in particular strengthening the governance of listed companies, which provides that the compensation committees of listed companies must consist of a majority of independent directors;
approval of the report to the CREFS (Comité des Risques et Etablissements Financiers Systémiques), relating to developments concerning their activities, risk positions and financial situation;
approval of the compensation policy for the Dexia Group proposed by the Appointment and Compensation Committee;
activities and results as of 31 December 2010;
approval of the Annual Report 2010 (including the management report);
activities and results as at 31 March 2011;
monitoring of the implementation of the transformation plan approved by the European Commission and report of contacts with the European Commission;
the new architecture for banking supervision in Belgium (Twin Peaks);
decision to accelerate the programme for the disposal of non-strategic assets and constitution of an additional provision;
update on the stress tests performed by the European Banking Authority (EBA);
progress report on the disposal of insurance activities in Turkey;
directors’ compensation: Board decision to maintain in 2011 the effort made in 2009 and 2010 under the section of
the transformation plan dedicated to cost management, i.e. reduction by one half of the fixed part of the compensation for members of the Board of Directors;
forecasts for 2011-2014: (1) position regarding rating agencies, (2) progress made on the accelerated disposal plan, (3) forecasts to 2014 including the commitments towards the European Commission;
self-assessment of the Board of Directors;
progress report on the accelerated disposal plan, contacts with the European Commission and the macroeconomic context;
activities and results as at 30 June 2011;
update on pending litigation files, particularly in relation to structured credits granted to local authorities;
the Group liquidity situation;
discussions between Dexia, the Caisse des Dépôts et Consignations and La Banque Postale regarding Dexia Municipal Agency ;
Group liquidity situation and possible structural solutions;
agreement between the states and the general framework of the Group restructuring;
restructuration of the Dexia Group:
state guarantee,
Dexia Bank Belgium,
Dexia Municipal Agency,
Dexia Banque Internationale à Luxembourg,
RBC Dexia Investor Services,
progress report on implementation of the state guarantee;
update on discussions with the European Commission;
approval of the agreement to sell Dexia Bank Belgium;
update on negotiations with the Caisse des Dépôts et des Consignations and La Banque Postale on the disposal of a controlling interest in Dexia Municipal Agency;
update on negotiations relating to the sale of Dexia Banque Internationale à Luxembourg;
progress report on discussions relating to RBC Dexia Investor Services, DenizBank and Dexia Asset Management;
pro-forma Group balance sheet after the sale of Dexia Bank Belgium;
update on the establishment of a Belgian parliamentary commission on the dismantling of the Dexia Group;
activities and results as at 30 September 2011
support from Dexia SA to Dexia Crédit Local;
progress report on implementation of the state guarantee and discussions with the European Commission in that regard;
progress report on current disposals: Dexia Banque Internationale à Luxembourg, RBC Dexia Investor Services, Dexia Municipal Agency, DenizBank.