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TOT » Topics » Board of Directors

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 Company’s periodic earnings announcements.

The Board’s role is to determine the strategic vision for the Group and supervise the implementation of this vision.


 

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With the exception of the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose, the Board may address any issue related to the operation of the Company and take any decision concerning the matters falling within its purview.

Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following:

 

•  

Appointing the officers responsible for managing the Company and supervising their actions;

•  

Defining the Company’s strategic orientations and, more generally, those of the Group;

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Considering major transactions to be pursued by the Group;

•  

Receiving information on significant events related to the Company’s affairs;

•  

Monitoring the quality of information supplied to shareholders and the financial markets through the financial statements that it approves and the annual report, or when major transactions are conducted;

•  

Convening and setting the agenda for shareholders’ meetings;

•  

Preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria; and

•  

Conducting audits and investigations as it may deem appropriate.

The Board, with the assistance of its specialized committees where appropriate, ensures the following:

 

•  

That authority within the Company has been properly delegated before it is exercised, and that the various entities of the Company respect the authority, duties and responsibilities they have been given;

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That no individual is authorized to both contract and reimburse obligations of the Company without proper supervision and control;

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That the internal audit function functions properly and that the independent auditors are able to conduct their audits under appropriate circumstances; and

•  

That the committees it has created duly perform their responsibilities.

The Board meets at least four times a year and additionally as circumstances may require.

Directors may participate in meetings either by being present, by being represented by another director or via video conference (in compliance with the technical requirements set by applicable regulations).

 

The Board may establish specialized committees, whether permanent or ad hoc, as required by applicable legislation or as it may deem appropriate. The Board allocates directors’ fees to and may allocate additional directors’ fees to directors who participate on specialized committees, within the total amount established by the shareholders.

The Board regularly (at least every three years) conducts an evaluation of its own practices. Each year it also discusses its performance.

The Board, in general, is convened by written notice at least eight days in advance of a meeting. The documents provided to inform the Board’s decisions are, when possible, included with the convening notice or otherwise provided as soon as possible thereafter. At each meeting, the minutes of the preceding meeting are submitted for the approval of the Board.

The Board held seven meetings in 2006, with an average attendance of 86.2%.

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