At its meeting on 13 November 2008, the Board of Directors decided to change the operation of the Audit Committee in order, in particular, to consolidate governance and the monitoring of risks. The committee was divided into two specialist committees: the Accounts Committee and the Internal Control, Risks and Compliance Committee.

These two committees, which together form the Audit Committee in accordance with the Law of 17 December 2008 establishing in particular Audit Committees in listed companies and financial establishments, meet at least once a year. The Audit Committee is made up solely of non-executive directors, of whom at least one independent director is a director skilled in matters of accounting and audit.

 The Accounts Committee

The Board of Directors has adopted special standing orders whose aim is to supplement and refine the internal rules of Dexia SA’s Board of Directors in matters concerning the rules governing the powers, organisation and operation of the Accounts Committee.

Composition (on 12 November 2009)

Gilles Benoist (Chairman), Marc Tinant, Hubert Reynier, Robert de Metz.

In terms of accounts and financial information:
The Accounts Committee examines draft annual, half-yearly and quarterly social and consolidated financial statements of the Group, which must then be presented, adopted and published by the Board of Directors.

It examines all questions relating to those accounts and the financial statements and in particular, from the documents submitted to it, it checks the conditions of the establishment, the choice of accounting references, provisions, observance of prudential norms, the pertinence and consistency of the accounting principles and methods applied and the adequacy of the consolidation scope adopted.

It advises the Board of Directors regarding the financial communication of the quarterly results and regarding delicate and sensitive matters which might have a significant impact on the accounts.

In terms of external audit:
The Accounts Committee ensures that the external audit is adequate for the Group’s needs and, in this context, ensures respect for the policy of independence of auditors. It also provides follow up for questions and recommendations from the latter.

 The Committee of internal control, risks and conformity

The Board of Directors has adopted internal rules whose aim is to supplement and refine the internal rules of Dexia SA’s Board of Directors in matters concerning the rules governing the powers, organisation and operation of the Internal Control, Risks and Compliance Committee.

Composition (on 12 November 2009)

Gilles Benoist (Chairman), Marc Tinant, Koen Van Loo and Olivier Bourges.

Responsibilities

In terms of internal control and management of risks:
The committee has the task of supervising the performance of the internal control system put in place by the Management Board and the risk management system regarding the risks to which the entire Group is exposed by virtue of its activities.

In terms of internal audit:
The committee ensures the performance and the independence of the operations of the internal audit department, both for Dexia SA and the Group as a whole.

In terms of compliance:
The committee ensures the performance and independent operation of the Compliance department.