The Compensation Committee examines the Group’s policies on the remuneration of its executives and members of the Executive Committee. It also recommends the compensation of each executive officer.

A role of examining and recommending

The Compensation Committee performs various assignments, in particular:
• It examines the main objectives proposed by the management for compensation of the Group’s executives.
• It presents to the Board of Directors proposals concerning the compensation, pension and insurance plans, benefits in kind and other compensations for the Chairman and the Chief Executive Officer.
• It examines the compensation of the members of the Executive Committee, including awards of stock options and restricted share grants, equity-based plans, pension and insurance plans and benefits in kind.

The Compensation Committee: composition and operations

Total’s Compensation Committee meets at least twice a year and invites the Chairman of the Board and the Chief Executive Officer to present their recommendations.

The Committee is made up of at least three directors appointed by the Board of Directors. It appoints its chairman and its secretary, who is a senior executive of the Group.

A majority of the members of the Compensation Committee must be independent directors. Neither the Chairman nor the Chief Executive Officer may be present during deliberations regarding his/her own situation. The Committee reports on its activities to the Board of Directors.

Chaired by Michel Pébereau, the Compensation Committee members also include Bertrand Collomb, Thierry Desmarest, Patrick Artus, Gunnar Brock and Claude Mandil.

“Neither the Chairman nor the Chief Executive Officer may be present during deliberations regarding his/her own situation.”