At its meeting on 13 November 2008, the Board of Directors decided to merge the Compensation Committee and the Appointments Committee. The new Appointment and Compensation Committee combines the previous powers of the Compensation Committee and the Appointments Committee.

Responsibilities

In terms of compensation, the committee proposes:

• the components of the compensation of the chairman of the Board of Directors and the CEO, and on the basis of a proposal by the latter, those of the members of the Management Board.
• the allocation of share options applying the general principles laid down by the Board of Directors.

It is also consulted on the compensation and incentives policy for the Group’s senior managers and the policy on employee share plans.

It makes its recommendations on the basis of the number and distribution of the attendance fees given to the directors.

As part of its task, the committee complies with the recommendations of the Belgian Code of Corporate Governance and the French Code of Corporate Governance for listed companies and, in particular, the recommendations of AFEP and Medef on the compensation of executives of listed companies in France.

In terms of appointments, the committee prepares decisions of the Board of Directors relating to:

• proposals for the appointment or reappointment of directors made by the board to the meeting of shareholders, and proposals for co-opting directors;
• determination of the criteria of independence, making it possible to qualify a director as “independent”;
• qualification of an existing or new member of the Board of Directors as an independent director;
• appointment of the members and chairmen of the specialist committees of the Board of Directors;
• appointment or reappointment of the CEO;
• appointment or reappointment of the Chairman of the Board;
• proposals by the managing director concerning the composition, organisation and mode of operation of Dexia SA’s Management Board;
• amendments to the internal rules of the Board of Directors.

To this end, the committee is responsible for monitoring the practices of major public companies in terms of the operation and composition of their Management Boards.

Composition (on 24 February 2010)

Jean-Luc Dehaene (Chairman), Francine Swiggers, Augustin de Romanet de Beaune, Francis Vermeiren, Christian Giacomotto, Catherine Kopp