Compensation of Directors and Executive Officers
The aggregate amount paid directly or indirectly by the French and foreign affiliates of the Company as compensation to the executive officers as a group (the members of the management committee and the treasurer) was FRF 90.3 million for the fiscal year ended December 31, 2000 (twenty seven executive officers) compared to FRF 55.7 million for the year ended December 31, 1999 (nineteen executive officers)(a).
Variable compensation accounted for 44% of the aggregate amount in 2000. Executive officers who are Directors of affiliates of the Company are not entitled to retain any Directors' Fees.
Mr. Thierry Desmarest's base compensation was FRF 6,583,000 in 2000. His performance based compensation is a function of the performance of the Group in the prior fiscal year. The variable amount paid to Mr. Desmarest in 2000 was FRF 6,500,000.
The amount paid to the members of the Board of Directors as Director's Fees was FRF 5.0 million in 2000 (as decided by the Ordinary Shareholders' Meeting held on May 25, 2000) and FRF 3.0 million in 1999 (twenty one directors as of December 31, 2000 and sixteen directors as of December 31, 1999).
The aggregate amount of FRF 5 million paid as directors fees in 2000 was distributed
as follows:
• a fixed amount of FRF 100,000 per director (pro rata temporis in case of a change during the period),
• a global amount of FRF 150,000 for the Audit Committee distributed according to an effective attendance of the meeting of the committee,
• the balance is distributed among the directors according to an effective attendance of the meeting of the Board of Directors.
Set forth below is the name of each executive officer of the Company as of December 31, 2000 (27 officers as of December 31, 2000 and 19 officers as of December 31, 1999):
Management Committee : Thierry DESMAREST*, François CORNELIS*, Bernard de COMBRET*, Jean-Luc VERMEULEN*, Christophe de MARGERIE*, Jean-Paul VETTIER*, Robert CASTAIGNE*, Bruno WEYMULLER*, François PERIER*, Michel BENEZIT, Michel BONNET, Wayne BRENCKLE, Axel de BROQUEVILLE, Alain CHAMPEAUX, Jean-Claude COMPANY, Yves-Louis DARRICARRERE, Yves EDERN, Jean-Jacques GUILBAUD, Ian HOWAT, Jean-Bernard LARTIGUE, Alain MADEC, Patrick RAMBAUD, Jean-Pierre SEEUWS, Bernard TRAMIER, André TRICOIRE, Hugues WOESTELANDT
Treasurer : Charles PARIS de BOLLARDIERE.
(a) The aggregate amount paid to the Executive Committee was FRF 47.6 million in 2000 (nine members) and FRF 31,3 million in 1999 (seven members).
*Member of the Executive Committee as of December 31, 2000.
TotalFinaElf share subscription and purchase options granted to Executive Officers as a group (Management Committee and Treasurer as of December 31, 2000)
 |
|
1994
Subscription
Plan |
1995
Subscription
Plan |
1996
Subscription
Plan |
1998
Purchase
Plan |
1999
Purchase
Plan |
2000
Purchase
Plan |
Total |
|
| Exercise price (in euros) |
43.60 |
44.36 |
59.76 |
93.76 |
113.00 |
162.70 |
|
|
| Expiration date |
11/14/2000 |
09/05/2001 |
12/11/2002 |
03/17/2006 |
06/15/2007 |
07/11/2008 |
|
|
| Options granted |
112,500 |
127,000 |
139,200 |
139,000 |
248,000 |
- |
765,700 |
| Existing options as of January 1, 2000 |
4,500 |
15,000 |
102,500 |
126,000 |
248,000 |
- |
496,000 |
Options granted in fiscal
year 2000 |
- |
- |
- |
- |
- |
- |
244,200 |
| Options exercised in fiscal year 2000 |
4,500 |
12,000 |
25,000 |
0 |
0 |
0 |
41,500 |
Existing options as of
December 31, 2000 |
0 |
3,000 |
77,500 |
126,000 |
248,000 |
244,200 |
698,700 |
|
| NB : see description of the options on Note 25 to the Consolidated Financial Statements. |
TotalFinaElf share subscription and purchase options granted to Mr. Thierry Desmarest
since he was appointed as Chairman (on May 31, 1995) |
|
|
1995
Subscription
Plan |
1996
Subscription
Plan |
1998
Purchase
Plan |
1999
Purchase
Plan |
2000
Purchase
Plan |
Total |
|
| Options granted |
32,000 |
32,000 |
30,000 |
40,000 |
- |
134,000 |
|
| Existing options as of January 1, 2000 |
0 |
32,000 |
30,000 |
40,000 |
- |
102,000 |
| Options granted in fiscal year 2000 |
- |
- |
- |
- |
50,000 |
50,000 |
| Options exercised in fiscal year 2000 |
- |
5,000 |
0 |
0 |
0 |
5,000 |
| Existing options as of December 31, 2000 |
- |
27,000 |
30,000 |
40,000 |
50,000 |
147,000 |
|
Elf Aquitaine share subscription options granted to Executive Officers (as of December 31, 2000),
entitled to be exchanged, in the event of exercise, for TotalFinaElf shares(1)
|
|
|
1995 Plan |
1996 Plan |
1997 Plan |
1998 Plan |
1999 Plan
N°1 |
MTI 1998
Plan |
Total |
|
Exercise price per Elf Aquitaine share
(en euros) |
54.03 |
50.72 |
80.65 |
105.95 |
115.60 |
105.95 |
|
|
| Expiration date |
01/24/2002 |
03/19/2003 |
03/25/2004 |
03/31/2005 |
03/30/2009 |
03/31/2005 |
|
|
| Options granted |
29,800 |
42,600 |
52,700 |
77,300 |
43,010 |
264,588 |
509,998 |
| Existing options as of January 1,2000 |
11,000 |
27,650 |
45,700 |
77,300 |
43,010 |
254,578 |
459,238 |
Non confirmed options during
fiscal year 2000 due to
results of fiscal
year 1999(2) |
- |
- |
- |
- |
- |
2,600 |
2,600 |
| Exercised options in year 2000 |
8,000 |
16,650 |
14,000 |
25,000 |
0 |
0 |
63,650 |
| Existing options as of December 31, 2000 |
3,000 |
11,000 |
31,700 |
52,300 |
43,010 |
251,978 |
392,988 |
| Corresponding number of TotalFinaElf shares (3) |
4,385 |
16,077 |
46,331 |
76,438 |
62,861 |
368,276 |
574,368 |
|
(1) Among the Executive Committee members and the Treasurer of TotalFinaElf at December 31, 2000, certain members coming from Elf Aquitaine hold Elf Aquitaine options entitling them to, in the event of exercise, exchange Elf Aquitaine shares for TotalFinaElf shares on the basis of the exchange ratio set during the 1999 Exchange Offer, being 19 TotalFinaElf shares for 13 Elf Aquitaine shares (see Note 25 of the consolidated financial statements).
(2) Confirmation of MTI options by the Elf Aquitaine Board of Directors depends on the realization of performance objectives during the fiscal years covered by the plan.
(3) Assumes the maximum number of shares are exchanged (19 TotalFinaElf shares for 13 Elf Aquitaine shares).
|
|
|
