Obligation and Independance of total directors

Total directors have a number of obligations in this capacity, including avoiding anything that might impair the exercise of their independent business judgment.

Acceptance of a Total S.A. directorship creates an obligation to follow the rules of professional conduct for directors set out in the guidance followed by the company in such matters, namely the Corporate Governance Code of Listed Corporations published by the French business associations AFEP and MEDEF. It also creates an obligation to comply with the Board's rules of procedure and to practice the values described in our Code of Conduct.

Strictly Defined Responsibilities

Directors’ obligations are set out in the Board of Directors' rules (in French only).

Directors participate actively in the Board's work, using information provided to them by the Company. When they attend meetings and vote, they represent all Company shareholders and must act in the company's best interest. They must therefore clearly express any opposition they may have to plans discussed by the Board and comply fully with the written provisions on the use of privileged information.

Lastly, all directors must hold at least 1,000 registered shares throughout their terms (except for the director representing employee shareholders, for whom the requirements are more flexible).

The Critical Importance of Director Independence

All directors agree to remain independent in their analysis, judgment, decision-making and actions and to resist attempts to influence them. To that end, they notify the Board concerning any personal conflicts of interest that may arise and any projects or transactions in which they may become involved.

In addition, each year the Governance & Ethics Committee submits a list of the directors who meet the criteria for independent directors to the Board. At its February 11, 2014 meeting, the Board of Directors reviewed the list of its members as of December 31, 2013 with respect to the issue of independence. It concluded that Patrick Artus, Patricia Barbizet, Gunnar Brock, Marie-Christine Coisne-Roquette, Bertrand Collomb, Paul Desmarais, Jr., Anne-Marie Idrac, Barbara Kux, Gérard Lamarche, Anne Lauvergeon, Claude Mandil and Michel Pébereau. As of December 31, 2013, 85% of the Board could be considered independent.

The AFEP-MEDEF Code, Guidance for Determining Director Independence

The Board of Directors uses the criteria set out in the AFEP-MEDEF Corporate Governance Code of Listed Corporations to assess independence. In line with these criteria, the Board considers directors independent if they "have no relationship of any kind whatsoever with the corporation, its group or the management of either that is such as to color [their] judgment ."

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    Total is managed by two main organizations, the Board of Directors and the Executive Committee.

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