The Appointments Committee is composed of at least three non-executive directors, including the Chairman of the Board of Directors and at least one independent director. The Chief Executive Officer and the Head of Human Resources attend meetings, without being members. The members of the Remuneration Committee are invited to attend meetings of the Appointments Committee.
The Appointments Committee must have the necessary expertise in appointments policy, appropriately assessing the skills and fields of expertise of people it appoints within the Dexia Group.
The composition of the Appointments Committee is as follows:
Mr. Gilles Denoyel, Chairman;
Mr. Thierry Francq;
Mr. Michel Tison;
Mr. Koen Van Loo.
The Appointments Committee prepares decisions of the Board of Directors concerning:
- Proposals for the appointment or renewal of directors by the Board of Directions to the shareholders’ meeting, and proposals to co-opt directors; On the renewal of a director’s mandate, the Appointments Committee assesses the director’s participation in the operation of the Board of Directors and reports with a recommendation. For any new appointment, before considering the approval of the candidature, it ensures that the Board of Directors has, in accordance with internal procedures, received sufficient information on the candidate enabling it to assess whether that candidature meets the general profile of directors and the required skills;
- Determination of independence criteria enabling a director to be considered “independent”;
- The qualification of an existing or new member of the Board of Directors as an independent director. In general, the Appointments Committee ensures that decision- taking within the Board of Directors is not performed by one or more people in a manner prejudicial to the company. Within its remit, the Appointments Committee deals with recommendations, circulars and other international, French and Belgian regulations on remuneration and corporate governance.