Since 2008, following a decision by the Board of Directors, the Group’s corporate governance is based on the recommendations of the AFEP-MEDEF Code of corporate governance of listed companies. This document was drawn up by working groups of the AFEP (French Private Companies Association) and the MEDEF (French Business Confederation).

A mission to oversee the strategic direction of Total activities

The Total Company is administered by a Board of Directors (15 members as of 9 February 2012). Its rules of procedure  set forth its working procedures and its mission.

The Board meets at least four times a year and as often as circumstances may require. It conducts an annual discussion of its methods. At regular intervals not to exceed three years, the Board conducts an assessment of its practices.

The primary mission of the Board of Directors is to determine the strategic direction of Total and supervise the implementation of this vision. The Board may address any issue related to the operation of the Company and take any decision 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).

Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following:
• Appointing the Chairman and the Chief Executive Officer and supervising the handling of their responsibilities.
• Defining the Company’s strategic orientation and, more generally, that of the Group.
• Approving investments or divestments under study by Total that concern amounts greater than 3% of shareholders’ equity, whether or not the project is part of the announced strategy.
• Reviewing information on significant events related to the Company’s affairs, in particular for investments or divestments that are greater than 1% of shareholders’ equity.
• Monitoring the quality of information supplied to shareholders and the financial markets through the financial statements that it approves and the annual report, or when major transactions are conducted.
• Convening and setting the agenda for shareholders’ meetings.
• Preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria.
• Conducting audits and investigations as it may deem necessary.

The Board, with the assistance of its specialized committees where appropriate, ensures that:
• Authority within the Company has been properly delegated and that the various entities of the Company respect the authority, duties and responsibilities they have been given.
• No individual is authorized to contract on behalf of the Company or to commit to pay, or to make payments without proper supervision and control.
• The internal control function operates properly and that the statutory auditors are able to conduct their audits under appropriate circumstances.
• The committees it has created duly perform their duties.

To fulfil its mission, the Board of Directors is regularly informed, through the Audit Committee, of the Group’s financial position, cash position and obligations.

Appointment and membership of the Board of Directors

The Nominating and Governance Committee proposes to the Board the persons who are qualified to be become Directors. Directors are then appointed for a 3-year term by the Annual Shareholders’ Meeting (Art. 11 of the Company bylaws). The terms of office of the members of the Board are staggered to space the renewal of appointments more evenly.

On May 21, 2010, the Board resolved to combine into one position the position of the Chairman and the position of the Chief Executive Officer, according to Article 15 of the TOTAL S.A. bylaws. It appoints the Chairman of the Board from among its members.

As of February, 2012, the composition of the Board of Directors of Total S.A. is as follows:

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

> View the biographies of the members of the Board of Directors

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 primary mission of the Board of Directors is to determine the strategic direction of Total and supervise the implementation of this vision.”

Responsibilities and authority of the Chairman and Chief Executive Officer

The Chairman and Chief Executive Officer represents the Board of Directors of Total. He/she is responsible for organizing and presiding over the Board’s activities and monitoring corporate bodies to ensure that they are functioning effectively and respecting corporate governance principles. He/she chairs the Group’s Executive Committee and Management Committee. The specific responsibilities and authority of the Chairman and Chief Executive Officer are defined by the rules of procedure of the Board of Directors