This excerpt taken from the TOT 20-F filed Apr 10, 2007.
Board of Directors
The Board of Directors charter specifies the obligations of each director and sets forth the roles and working procedures of the Board.
Each director undertakes to maintain the independence of his analysis, judgment, decision and action as well as not to be unduly influenced. When a director participates in and votes at Board meetings, he is required to represent the interest of the shareholders and the Company as a whole. Directors must actively participate in the affairs of the Board, specifically on the basis of information communicated to him by the Company. Each director must inform the Board of conflicts of interest that may arise, including the nature and terms of any proposed transactions that could give rise to such situations. If a director is opposed to a project brought before the Board, he is required to clearly express his opposition. He is required to own at least 1,000 Company shares in registered form (with the exception of the director representing employee shareholders, for whom the requirements are more flexible) and comply strictly with provisions regarding the use of material non-public information. The requirement to hold a minimum of 1,000 shares while in office is accepted by each Director as a restriction on his ability to freely dispose of these shares.
In addition to stipulating that any shares and ADRs of TOTAL S.A. and its publicly traded subsidiaries held by directors are to be held in registered form, the Directors Charter prohibits buying on margin or short selling those same securities. It also prohibits trading shares of TOTAL S.A. on, and during the 15 calendar days preceding, the dates of the Companys periodic earnings announcements.
The Boards role is to determine the strategic vision for the Group and supervise the implementation of this vision.