|
Members of the Board of Directors
of TOTAL FINA ELF S.A. during 2001.
Thierry Desmarest
Aged 56. Chairman and Chief Executive Officer
of TOTAL FINA ELF S.A. Chairman of the Total corporate foundation.
Director of Air Liquide, Sanofi-Synthélabo. Member of the
Supervisory Board of Areva. Director of TOTAL FINA ELF S.A. since
1995 and until 2004. Appointed Chairman and Chief Executive Officer
of Elf Aquitaine on February 15, 2000. Holds 13,000 shares.
Yves Barsalou
Aged 69. Independent Director*. Honorary
Chairman of Crédit Agricole. Director of Midi Libre, Société
des Caves de Roquefort, Sodagri, Banco Espiríto Santo. Director
of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds 741 shares.
Daniel Bouton
Aged 51. 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 59. 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.
Honorable Paul Desmarais
Aged 74. Chairman of the Executive Committee
of Power Corporation of Canada. Vice-Chairman of Bruxelles Lambert
Group. Chairman of Pargesa Holding S.A (Switzerland). Director of
La Great-West (Canada). Director of TOTAL FINA ELF S.A. since 1999
and until 2004. Holds 1,000 shares.
Xavier Dupont
Aged 69. Independent Director*. Chairman
and Chief Executive Officer of Alfi-Convertix-Luxembourg Sicav.
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 66. Vice-Chairman of the Board of Directors
of BNP Paribas. Director of 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 Frère (Term
expired May 17, 2001)
Aged 76. Chairman and Managing Director of
Bruxelles Lambert Group. Chairman of the Board of Directors of PetroFina
(Belgium). Director of L.V.M.H., CLT-UFA (Luxembourg), Coparex S.A.
Member of the Supervisory Board of Suez, Metropole television (M6).
Honorary Regent of Banque Nationale de Belgique. Member of the International
Committee of Assicurazioni Generali S.p.A. (Italy).
Jacques Friedman
Aged 69. Director of BNP Paribas, Vivendi
Universal, Alcatel. Director of TOTAL FINA ELF S.A. since 2000 and
until 2003. Holds 1,519 shares.
Baron Goossens
Aged 57. 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 69. Former Chairman of Elf Trading S.A.-Geneva.
Director of TOTAL FINA ELF S.A. since 2000 and until 2003. Holds
15,274 shares.
Professeur Bertrand Jacquillat
Aged 57. 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 900 shares.
Antoine Jeancourt Galignani
Aged 64. Independent Director*.Former 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 1,091 shares.
Anne Lauvergeon
Aged 42. Chairman of the Supervisory Board
of Areva. Director of Suez, Sagem, Pechiney. Director of TOTAL FINA
ELF S.A. since 2000 and until 2003. Holds 500 shares.
Michel Pébereau
Aged 59. 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 52. Managing Director of Bruxelles Lambert
Group. Director of Société Générale
de Belgique, Audiofina, Tractebel, PetroFina, Rhodia. Director of
TOTAL FINA ELF S.A. since 1999 and until 2004. Holds 989 shares.
Jürgen Sarrazin
Aged 65. Independent Director*. Former Chairman
of the Dresdner Bank Management Board. Director of TOTAL FINA ELF
S.A. since 2000 and until 2003. Holds 1,777 shares.
Robert Studer
Aged 63. 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 TOTAL FINA ELF S.A. since 2000 and until 2003.
Holds 1,463 shares.
Serge Tchuruk
Aged 64. Independent Director*. Chairman
and Chief Executive Officer of Alcatel. Director of Vivendi Universal,
Thales, Société Générale. Member of
the Board of Directors of école polytechnique. Director of
TOTAL FINA ELF S.A. since 1989 and until 2004. Holds 50,000 shares.
Pierre Vaillaud
Aged 66. Former Chairman and Chief Executive
Officer of Elf Aquitaine and Technip. Director of Technip, Egis.
Member of the Supervisory Board of Oddo Pinatton. Director of TOTAL
FINA ELF S.A.since 2000 and until 2003. Holds 1,113 shares.
Lord Alexander of Weedon Q.C.
Aged 65. Independent Director*. Chairman
of The House of Lords Delegated Powers and Deregulation Committee.
Former Chairman of Natwest Group. Chancellor of the 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.
Board of Directors meetings
The Board met six times in 2001. The overall
attendance rate was 77%.The meetings focused on the following major
points:
January 30: Preliminary
financial statements for 2000. Proposed acquisition of Argentine
assets of Gener.
March 13: Final
financial statements for 2000 (consolidated financial statements,
parent company accounts). Preparation of the Mixed Annual General
Meeting. Approval of the Code of Conduct for Board Members.
May 17: Re-appointment
of the Chairman. Preliminary first quarter financial statements.
July 10: Long-term
exploration-production plan. Preliminary first half financial statements.
Sale of part of the Group's interest in Cogema.
September 4: Final
first half 2001 financial statements (consolidated financial statements,
parent company accounts).
November 20: Third
quarter 2001 financial statements. Five-year plan. Update on the
Grande Paroisse disaster in Toulouse.
Board Committees
In 1995, the Group set up two specialized
committees that continued their work in 2001.
Nomination and Remuneration
Committee
The Committee studies and submits to the Board proposals concerning:
• the nomination of new Board members and senior executives,
• compensation for senior executives,
• stock option plans (procedures and amount granted by category
of recipient, individual grants to senior executives).
The members of the committee, which met twice
in 2001, 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, its duties include opining 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 four times
in 2001, are Jacques Friedmann, Bertrand Jacquillat and Thierry
de Rudder.
Allocation of TotalFinaElf stock options
|
| |
|
Number
of
recipients
|
Number
of options
granted
|
Distribution
|
Average number
of options
per recipient
|
|
| 1995 Plan (1) |
Top Executives (5) |
14
|
166,000
|
17.5%
|
11,857
|
| Options
to subscribe |
Officers
|
138
|
344,700
|
36.4%
|
2,498
|
(decided by the Board of Directors
on September 5, 1995; strike: 291 F
or 44.63 euros; discount: 4.7%)
|
Other employees
|
584
|
435,800
|
46.0%
|
746
|
|
Total
|
736
|
946,500
|
100%
|
1,286
|
|
| 1996 Plan (1) |
Top Executives (5) |
14
|
154,000
|
16.0%
|
11,000
|
| Options
to subscribe |
Officers
|
138
|
359,400
|
37.4%
|
2,604
|
(decided by the Board of Directors
on December 11, 1996; strike: 392 F
or 59.76 euros; discount: 5%)
|
Other employees
|
650
|
446,600
|
46.5%
|
687
|
|
Total
|
802
|
960,000
|
100%
|
1,197
|
|
| 1998 Plan (2) |
Top Executives (5) |
16
|
157,500
|
16.5%
|
9,844
|
| Options
to subscribe |
Officers
|
162
|
347,600
|
36.4%
|
2,146
|
(decided by the Board of Directors
on March 17, 1998; strike: 615 F
or 93.76 euros; discount: 4.94%)
|
Other employees
|
824
|
449,900
|
47.1%
|
546
|
|
Total
|
1,002
|
955,000
|
100%
|
953
|
|
| 1999 Plan (2) |
Top Executives (5) |
19
|
279,000
|
18.6%
|
14,684
|
| Options
to subscribe |
Officers
|
215
|
517,000
|
34.5%
|
2,405
|
(decided by the Board of Directors
on June 15, 1999; strike: 113 euros
discount: 4.74%)
|
Other employees
|
1,351
|
703,767
|
46.9%
|
521
|
|
Total
|
1,585
|
1,499,767
|
100%
|
946
|
|
| 2000 Plan (3)(6) |
Top Executives (5) |
24
|
246,200
|
10.1%
|
10,258
|
| Options
to subscribe |
Officers
|
298
|
660,700
|
27.2%
|
2,217
|
(decided by the Board of Directors
on July 11, 2000; strike: 162.70 euros
discount: 0.0%)
|
Other employees
|
2,740
|
1,518,745
|
62.6%
|
554
|
|
Total
|
3,062
|
2,425,645
|
100%
|
792
|
|
| 2001 Plan (4)(6) |
Top Executives (5) |
21
|
295,350
|
11.0%
|
14,064
|
| Options
to subscribe |
Officers
|
281
|
648,950
|
24.1%
|
2,309
|
(decided by the Board of Directors
on July 10, 2001; strike: 168.20 euros
discount: 0.0%)
|
Other employees
|
3,318
|
1,749,075
|
64.9%
|
527
|
|
Total
|
3,620
|
2,693,375
|
100%
|
744
|
|
(1) The Vesting Schedule is equal to 3 years
while the duration of the option is 6 years.
(2) The Vesting Schedule is equal to 5 years while the duration
of the option is 8 years.
(3) The Vesting Schedule is equal to 4 years plus one year during
which the underlying shares cannot be sold. The duration of the
option is 8 years.
(4) The options may be exercised from January 1, 2005 and must be
exercised within 8 years of the grant date. The Vesting Schedule
also prohibits sale of underlying shares for 4 years.
(5) Management Committee and Treasurer as defined as of the date
of the Board of Directors which decided to grant options.
(6) Certain employees of Elf Aquitaine in 1998 received confirmation
in 2000 and 2001 of Elf Aquitaine options allocated in 1998 subject
to the realization of performance objectives by the Elf Aquitaine
group between 1998 and 2002 (see"Stock subscription and purchase options").
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 14.8 million euros for the fiscal
year ended December 31, 2001 (twenty six executive officers) compared
to 13.8 million euros for the year ended December 31, 2000 (twenty
seven executive officers) (1). Variable compensation accounted for
37.5% of the aggregate amount in 2001. Executive officers who are
Directors of affiliates of the Company are not entitled to retain
any Directors' Fees.
Mr. Thierry Desmarest's total gross compensation
(including benefits in kind) paid by Group companies was 2,225,070
euros in 2001. The variable portion paid in 2001, assessed on the
base salary set by the Board of Directors and depending on the Group's
results for the previous year, amounted to 1,067,143 euros.
The amount paid to the members of the Board
of Directors as Director’s Fees was 0.76 million euros in 2001
(as decided by the Ordinary Shareholders’ Meeting held on March
22, 2000 which set the total amount of Directors’ Fees as of
the financial year 2000 at 5 million francs). There were 20 Directors
as of December 31, 2001 compared with 21 as of December 31, 2000.
The aggregate amount of 0.76 million euros paid as directors fees
in 2001 was distributed as follows:
• a fixed amount of 15,000 euros per director (prorata temporis
in case of a change during the period),
• a global amount of 4,000 euros per director member of the
Audit Committee or the Nomination and Remuneration Committee, for
each effective attendance at a Committee meeting,
• the balance is distributed among the directors according
to an effective attendance of the meeting of the Board of Directors.
Details of the compensation allocated to each Director are shown.
Shown
in part "Administration - Management - Control"
(1) For the members of the Executive
Commitee, this amounted to € 8.11 million in 2001 (8 members)
and € 7.26 million in 2000 (9 members).
Set forth below is the name of each executive
officer of the Company as of December 31, 2001 (26 officers as of
December 31, 2001 and 27 officers as of December 31, 2000):
Management Committee
Thierry DESMAREST*
François CORNELIS*
Bernard de COMBRET*
Jean-Luc VERMEULEN*
Christophe de MARGERIE*
Jean-Paul VETTIER*
Robert CASTAIGNE*
Bruno WEYMULLER*
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
* Member of the Executive Committee as of
December 31, 2001.
TotalFinaElf share subscription and purchase
options granted to Executive Officers
as a group (Management Committee and Treasurer as of December 31,
2001)
|
| |
1995
|
1996
|
1998
|
1999
|
2000
|
2001
|
Total
|
| |
Subscription
|
Subscription
|
Purchase
|
Purchase
|
Purchase
|
Purchase
|
|
| |
Plan
|
Plan
|
Plan
|
Plan
|
Plan
|
Plan
|
|
|
| Exercise price (in euros) |
44.36
|
59.76
|
93.76
|
113.00
|
162.70
|
168.20
|
|
|
| Expiration date |
09/05/2001
|
12/11/2002
|
03/17/2006
|
06/15/2007
|
07/11/2008
|
07/10/2009
|
|
|
| Options granted |
127,000
|
139,200
|
139,000
|
248,000
|
237,700
|
-
|
890,900
|
| Existing options as of January
1, 2001 |
3,000
|
77,500
|
126,000
|
248,000
|
237,700
|
-
|
692,200
|
| Options granted in fiscal year
2001 |
-
|
-
|
-
|
-
|
-
|
295,350
|
295,350
|
| Options exercised in fiscal year
2001 |
3,000
|
19,500
|
0
|
0
|
0
|
0
|
22,500
|
| Existing options as of December
31, 2001 |
0
|
58,000
|
126,000
|
248,000
|
237,700
|
295,350
|
965,050
|
|
NB: Among the Management Committee and the
Treasurer of TotalFinaElf as of December 31, 2001, 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 part "Merger of TotalFina with Elf Aquitaine in 1999 and 2000").
The total number of share purchase options granted
in 2001 to the ten employees of TOTAL FINA ELF S.A. and all other
companies included in the Group's scope of consolidation (not TOTAL
FINA ELF S.A. directors) receiving the largest number of options
granted, amounted to 166,000 options at a strike price of euros
168.20 (single allocation plan decided by the Board of Directors
on July 10, 2001). The total number of share subscription or purchase
options exercised in 2001 by the ten employees of TOTAL FINA ELF
S.A. and all other companies included in the Group's scope of consolidation
(not TOTAL FINA ELF S.A. directors) subscribing or purchasing the
largest number of options, amounted to 55,700 options at an average
weighted strike price of 55.21 euros.
TotalFinaElf share subscription and purchase
options granted to Mr. Thierry Desmarest, Chairman of the Board
of TOTAL FINA ELF S.A.
|
| |
|
1996
|
1998
|
1999
|
2000
|
2001
|
Total
|
| |
|
Subscription
|
Purchase
|
Purchase
|
Purchase
|
Purchase
|
|
| |
|
Plan
|
Plan
|
Plan
|
Plan
|
Plan
|
|
|
| Exercise price (in euros) |
59.76
|
93.76
|
113.00
|
162.70
|
168.20
|
|
|
| Expiration date |
12/11/2002
|
03/17/2006
|
06/15/2007
|
07/11/2008
|
07/10/2009
|
|
|
| Options granted |
32,000 |
30,000
|
40,000
|
50,000 |
-
|
152,000
|
| Existing options as of January
1, 2001 |
27,000
|
30,000
|
40,000
|
50,000
|
-
|
147,000
|
| Options granted in fiscal year
2001 |
-
|
-
|
-
|
-
|
75,000
|
75,000
|
| Options exercised in fiscal year
2001 |
10,000
|
0
|
0
|
0
|
0
|
10,000
|
| Existing options as of December
31, 2001 |
17,000
|
30,000
|
40,000
|
50,000
|
75,000
|
212,000
|
|
|
|
