Group Presentation
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Group Presentation
Corporate Governance
For several years, Total has been actively examining corporate governance matters, with a Board of Directors supported by four standing committees. The Executive Committee and the Management Committee oversee the management of the Group.
These requirements were also stipulated in the French law of January 27, 2011 regarding balanced representation of men and women on Boards of Directors and Supervisory Boards and equal opportunity. The law states that the 20% threshold must be attained at the end of the 2014 Shareholders’ Meeting and that the 40% threshold must be attained at the end of the 2017 Shareholder’s Meeting.
As of December 31, 2011, the Company’s Board of Directors was comprised of four women out of a total of fifteen members (i.e., 26%).
At the Shareholders’ Meeting in May 2012, it will be proposed to appoint one additional woman to replace one director whose ter is coming to an end. If the resolution is approved by the Shareholders’ Meeting, the proportion of women sitting in the Board will be one-third. The Board of Directors will keep examining corporate governance issues to keep diversifying in the years to come.
The Company’s corporate governance practices differ from the recommendations contained in the AFEP-MEDEF Code on the following limited matters:
- The AFEP-MEDEF Code recommends that a director no longer be considered as independent upon the expiry of the term of office during which the length of his service on the board reaches twelve years. The Board has not followed this recommendation with regards to one of its members considering the long-term nature of its investments and operation as well as the experience and authority of which this director is in possession, which reinforce his independence and contribute to the Board’s work. This directorship expired on May 21, 2010.
- Mr. Desmarest chairs the Nominating & Governance Committee since it was created in February 2007. Although Mr. Desmarest chaired the Board of Directors until May 2010, the Board and this Committee considered that Mr. Desmarest chairing the Nominating & Governance Committee would enable this Committee to benefit from his experience and his knowledge of the Company’s businesses, environment and executive teams, which is particularly useful to inform the Committee’s deliberations concerning the appointment of executives and directors. This committee is comprised of a majority of independent directors and the Chairman and the Chief Executive Officer do not attend deliberations concerning their own situation.
Mr. Desmarest, who was appointed Honorary Chairman of Total and renewed as a director on May 21, 2010, can still be entrusted with representative missions for the Group.
In compliance with the AFEP-MEDEF Code, the Chairman and Chief Executive Officer does not have any employment contract with the Group or any company of the Group.
Since 2004, the Board of Directors has had a Financial Code of Ethics that, in the overall context of the Group's Code of Conduct, sets forth specific rules for its Chairman, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. The Board has made the Audit Committee responsible for implementing and ensuring compliance with this code.
In 2005, the Board approved the procedure for alerting the Audit Committee of complaints or concerns regarding accounting, internal accounting controls or auditing matters.
The AFEP-MEDEF Code is available on the MEDEF website (AFEP-MEDEF Code - Corporate Governance Code for Listed Companies).
