Board of Directors and Committees
Members of the Board of Directors
Members of the Board of Directors of TOTAL FINA ELF S.A.(1) during 2000
Thierry Desmarest
Aged 55. Chairman and Chief Executive Officer of TOTAL FINA ELF S.A. Chairman of the Total Corporate Foundation. Director of Cogema, Air Liquide, Sanofi-Synthelabo. Director of TOTAL FINA ELF S.A. since 1995 and until 2001. Appointed Chairman and Chief Executive Officer of Elf Aquitaine on February 15, 2000. Holds 7,000 shares.
Yves Barsalou
Aged 68. Independent Director*. Former Chairman of Caisse Nationale du Crédit Agricole. Director of Crédit Lyonnais, Midi Libre, Société des Caves de Roquefort, Sodagri, Banco Espirito Santo. Member of the Supervisory Board of Crédit Agricole Indosuez. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 741 shares.
Daniel Bouton
Aged 50. Chairman and Chief Executive Officer of Société Générale. Director of Schneider Electric S.A. Member of the Supervisory Board of Vivendi Environnement. Director of TOTAL FINA ELF S.A.since 1997 and until 2003. Holds 800 shares.
Bertrand Collomb
Aged 58. Independent Director*. Chairman and Chief Executive Officer of Lafarge. Member of the Supervisory Board of Allianz Munich. Director of Crédit Commercial de France. Director of TOTAL FINA ELF S.A.since 2000 and until 2003. Holds 1,178 shares.
The Honorable Paul Desmarais
Aged 73. Chairman of the Executive Committee of Power Corporation of Canada. Vice-Chairman of Bruxelles Lambert Group (Belgium). Chairman and Chief Executive Officer of Pargesa Holding S.A. (Switzerland). Director of Great-West (Canada), Electrafina (Belgium). Member of the Advisory Board of Chase Manhattan Bank N.A. (U.S.A.). Director of TOTAL FINA ELF S.A. since 1999 and until 2001. Holds 1,000 shares.
Xavier Dupont
Aged 68. Independent Director*. Chairman and Chief Executive Officer of the Alfi-Convertix-Luxembourg mutual fund. Member of the Supervisory Board of Banque Privée Saint Dominique and Natexis Capital. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 1,000 shares.
Michel François-Poncet
Aged 65. Vice-Chairman of the Board of Directors of BNP Paribas. Director of Eridania Beghin-Say, L.V.M.H., Schneider Group, Power Corporation of Canada. Member of the Supervisory Board of AXA. Director of TOTAL FINA ELF S.A. since 1987 and until 2002. Holds 1,000 shares.
Baron Albert Frère
Aged 75. Chairman and Managing Director of Bruxelles Lambert Group. Chairman of the Board of Directors of PetroFina (Belgium) and Electrafina (Belgium). Director of LVMH, CLT-UFA (Luxembourg), Coparex S.A. Member of the Supervisory Board of Suez, Metropole Télévision (M6). Honorary Regent of Banque Nationale de Belgique. Member of the International Committee of Assicurazioni Generali S.p.A. (Italy). Director of TOTAL FINA ELF S.A. since 1999 and until May 17, 2001. Holds 800 shares.
Jacques Friedmann
Aged 68. Former Chairman of the Supervisory Board of AXA. Director of BNP Paribas, Vivendi Universal, Alcatel. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 1,519 shares.
Baron John J. Goossens
Aged 56. Independent Director*. Chairman of Belgacom. Director of K.B.C. Holding Banque Assurance, Sofina. Director of TOTAL FINA ELF S.A. since 1999 and until 2002. Holds 800 shares.
Frédéric Isoard
Aged 68. Former Chairman of Elf Trading S.A. (Switzerland). Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 15,274 shares.
Professeur Bertrand Jacquillat
Aged 56. Independent Director*. Professor at the Paris Institut d'Etudes Politiques. Co-founder and Chairman and Chief Executive Officer of Associés en Finance. Director of TOTAL FINA ELF S.A. since 1996 and until 2002. Holds 1,750 shares.
Antoine Jeancourt-Galignani
Aged 63. Chairman of Assurances Générales de France. Chairman of the Supervisory Board of Euro Disney SCA. Director of Société Générale, Kaufman & Broad. Director of TOTAL FINA ELF S.A. since 1994 and until 2003. Holds 1,053 shares.
Anne Lauvergeon
Aged 41. Chairman and Chief Executive Officer of Cogema. Director of Suez, Sagem, Pechiney. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 800 shares.
Michel Pébereau
Aged 58. Chairman and Chief Executive Officer of BNP Paribas. Chairman of the Board of Directors of C.I.P. Director of Lafarge, Saint Gobain. Member of the Supervisory Board of AXA, Galeries Lafayette, Dresdner Bank AG. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 589 shares.
Thierry de Rudder
Aged 51. Managing Director of Bruxelles Lambert Group, Electrafina. Director of Société Générale de Belgique, Audiofina, Tractebel, PetroFina, Rhodia. Director of TOTAL FINA ELF S.A. since 1999 and until 2001. Holds 989 shares.
Jürgen Sarrazin
Aged 64. Independent Director*. Former Chairman of the Dresdner Bank Management Board. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 1,482 shares.
Robert Studer
Aged 62. Independent Director*. Former Chairman of the Board of Directors of Union des Banques Suisses. Director of B.A.S.F., Espirito Santo Financial Group, Renault, Schindler Holding. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 1,463 shares.
Serge Tchuruk
Aged 63. Independent Director*. Chairman and Chief Executive Officer of Alcatel. Director of Vivendi Universal, Alstom, Thales, Société Générale. Member of the Board of Directors of Ecole Polytechnique. Director of TOTAL FINA ELF S.A. since 1989 and until 2001. Holds 50,000 shares.
Pierre Vaillaud
Aged 65. Former Chairman and Chief Executive Officer of Elf Aquitaine and Technip. Director of Technip, Egis. Member of the Supervisory Board of Addo Pinatton. Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 1,113 shares.
Lord Alexander of Weedon QC
Aged 64. Independent Director*. Chairman of The House of Lords Delegated Powers and Deregulation Committee. Chancellor of Exeter University. Director of TOTAL FINA ELF S.A. since 1996 and until 2002. Holds 800 shares.
*Independent Directors have no links with any company that is a shareholder of TOTAL FINA ELF S.A. or any company in which TOTAL FINA ELF S.A. is a shareholder.
(1) TOTAL FINA S.A. changed its name to TOTAL FINA ELF S.A. by a decision of the Annual General Meeting of March 22, 2000.
Board Meetings
The Board met six times in 2000, with an overall attendance rate of 84%.
The agendas included the following major points:
January 25: Provisional results for 1999. Erika. Preparations for the Combined General Meeting to finalize the Totalfina and Elf Aquitaine merger.
March 28: Definitive consolidated and parent company financial statements for 1999 and preparations for the Combined General Meeting.
May 24: Provisional first-quarter results. Compulsory buyout offer for Elf Aquitaine shares.
July 11: The outlook for Exploration and Production.
September 5: Definitive first-half consolidated and parent company financial statements. Public exchange offer for PetroFina shares.
November 21: Results of the Elf Aquitaine compulsory buyout offer and the PetroFina public exchange offer. Five-year plan.
A Directors' Charter was adopted at the March 13, 2001 Board meeting.
Board Committees
In 1995, the Group set up two specialized committees that continued their work in 2000.
Appointments and Remuneration Committee
The Committee studies and submits to the Board proposals concerning the appointment of new Board members and executive directors, compensation for executive directors, stock option plans (procedures and amount granted by category of recipient, registered grants to executive directors).
The members of the committee, which met twice in 2000, are Michel François-Poncet, Bertrand Collomb and Serge Tchuruk.
Audit Committee
The Committee advises the Board on the quality of the accounts and the Group's internal auditing procedures. As such, it gives its opinion on the appointment and compensation of auditors, the work program of internal and external auditors, accounting principles and procedures, and half-yearly and annual consolidated financial statements before their examination by the Board.
The members of the committee, which met twice in 2000, are Jacques Friedmann, Bertrand Jacquillat and Thierry de Rudder.
|
 |
 |
|
