Defining Total's Strategic Vision

Total is managed by a Board of Directors (15 members on February 12, 2013). Its rules of procedure set out its responsibilities and procedures.

The Board meets at least four times a year and whenever circumstances require. It also reviews and discusses its own practices and performance annually. Lastly, it evaluates its practices and performance regularly, at least once every three years.

The Board of Directors is first and foremost responsible for defining our strategic vision and making sure that it is implemented. The Board therefore addresses any issue related to the operation of the Company. It makes decisions concerning the matters falling within its purview, subject to the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose.

The following is a non-exhaustive list of the Board’s duties and responsibilities:

• Appointing corporate executive officers and overseeing the performance of their respective responsibilities.
• Defining the strategic vision for Total and its businesses.
• Approving proposed investments and divestments involving amounts exceeding 3% of shareholders’ equity, whether aligned with the strategic vision or not.
• Reviewing information on significant events affecting Total’s operations, especially investments and divestments involving amounts exceeding 1% of shareholders’ equity.
• Ensuring accurate, effective financial reporting to shareholders and financial markets through the financial statements it approves and the Registration Document and for major transactions.
• Convening and setting the agenda for Annual Shareholders' Meetings.
• Annually preparing a list of directors considered independent, based on generally accepted corporate governance criteria.
• Carrying out any audits and investigations it deems necessary.

To facilitate its work and with the help of its specialized Audit, Strategy, Nominating & Governance and Compensation Committees as needed, the Board of Directors makes sure that:

• Authority has been properly defined and delegated and that the various boards and committees make proper use of their authority and meet their responsibilities.
• No single individual has the authority to make a financial commitment on behalf of Total or to disburse funds for its payment.
• Internal control performs effectively and statutory auditors have everything they need for the satisfactory discharge of their responsibilities.
• The committees it has created are operating effectively.

The Audit Committee regularly informs the Board of Directors of Total's financial situation, cash situation and commitments, so that the Board can fulfill its responsibilities.

Election and Members

The Nominating & Governance Committee recommends to the Board candidates qualified to be directors. Directors are then elected to a three-year term at the Annual Shareholders' Meeting (Article 11 of the Company's bylaws). The end dates of their terms are staggered so that directors do not all come up for re-election at the same time.

On May 21, 2010, the Board of Directors decided to one again combine the functions of Chairman of the Board of Directors and Chief Executive Officer, as provided for under Article 15 of Total S.A.'s bylaws.

On February 12, 2013, the members of Total S.A.'s Board of Directors were:

• Christophe de Margerie, Chairman and Chief Executive Officer
• Thierry Desmarest, Honorary Chairman
• Patrick Artus
• Patricia Barbizet
• Gunnar Brock
• Claude Clément (director representing the Group’s employee shareholders)
• Marie-Christine Coisne-Roquette
• Bertrand Collomb
• Paul Desmarais Jr.
• Anne-Marie Idrac
• Barbara Kux
• Gérard Lamarche
• Anne Lauvergeon
• Claude Mandil
• Michel Pébereau

In accordance with Article L2323-62 of the French Labour Code, members of the Works Council attend, with consultative rights, all meetings of the Board. Pursuant to the second paragraph of the above article, this number increased from two to four members as of July 7, 2010.

"The Board of Directors defines Total's strategic vision and makes sure that it is implemented.”

Pursuant to Article L. 2323-62 of the French Labor Code, members of the Works Council also attend all Board of Directors' meetings, in an advisory capacity. In accordance with paragraph 2 of that article, the number of such members increased from two to four effective July 7, 2010.

The Board of Directors appoints a Secretary based on the recommendation of its Chairman. All Board members may consult and enlist the services of the Secretary, who is responsible for all procedures pertaining to the Board of Directors' effectiveness and reviews its performance periodically. Charles Paris de Bollardière was appointed secretary of the Board of Directors at the September 15, 2009 Board meeting.