Appointments Committee

Composition (November 2007)
This committee is composed of

• Pierre Richard, Chairman of the Board of Directors and chairman of the Appointment Committee since March 1, 2007
• Axel Miller, Chief Executive Officer 
• Denis Kessler, independent director
• Francine Swiggers
• Francis Vermeiren
• Augustin de Romanet de Beaune

Attributions
The Appointments Committee prepares decisions of the Board of Directors relating to:

• the appointment or renewal of directors’ terms proposed by the Board to the shareholders’ meeting, as well as proposal for the co-opting of directors to the Board of Directors;
• the determination of the criteria for independence used to qualify a director as “independent”;
• the qualification of an existing or new member of the Board of Directors as “independent”;
• the appointment of the members and the chairperson of the specialized committees of the Board of Directors;
• the appointment or renewal of the term of the Chief Executive Officer;
• the appointment or renewal of the term of the Chairman of the Board of Directors;
• the recommendations of the Chief Executive Officer concerning the membership, organization and operations of the Management Board of Dexia SA;
• the changes to the internal rules of the Board of Directors.

The Committee is therefore responsible for the monitoring of the practises of large listed companies in terms of operations and composition of the Board of Directors.

Operation
The Appointments Committee met twice  in 2007. Topics discussed included the following:

• the composition of the Board of Directors;
• the composition of the specialist committees;
• the qualification of independant directions;
• the director's profiles of expertise;
• the self-assesment of the Board of Directors;
• the amendments to the internal rules of the Board of Directors.