The company’s articles of association set forth the following rules that govern the Board of Directors’ operations:
all deliberations require the presence or representation of at least half of the members of the Board;
decisions are adopted by a majority vote of all members present or represented;
decisions concerning the operations described below require the presence or representation of at least two thirds of the members of the Board, and a two thirds majority of all the members present or represented:
- acquisition or disposal of assets with a gross unit value above EUR 500 million;
- proposals to amend the company’s articles of association, including with regard to the issuing of shares, bonds which are convertible or redeemable in shares, warrants or other financial instruments giving a future right to shares;
- appointment and dismissal of the Chairman of the Board of Directors and the CEO;
- decision to increase capital within the framework of the authorised capital;
- appointment of directors within the Board of Directors of Dexia Crédit Local SA, to the extent that the decision might relate to the appointment of other persons than directors of the company and a different number of directors to that of the Board of Directors of Dexia SA, and
- decisions to amend the internal rules of the Board of Directors.
The Board of Directors may, on an ad hoc basis or generally, invite observers to attend its meetings. These observers do not have a deliberative vote and are bound by the same obligations, particularly of confidentiality, as the directors.