Strictly defined responsibilities

The obligations of each director are set out in the rules of procedure of the Board of Directors.

Each director must actively participate in the affairs of the Board, specifically on the basis of information communicated to them by the Company. When directors participate and vote at Board meetings, they are required to represent the interest of the shareholders and the Company as a whole. If they are opposed to a project brought before the Board, they are required to clearly express their opposition. They are also required to comply strictly with provisions regarding the use of non-public information.

Each director is required to own at least 1, 000 company shares while in office (with the exception of the director representing employee shareholders, for whom the requirements are more flexible).

 

Independence is crucial to perform Board functions

Each director undertakes to maintain the independence of his/her analysis, judgment, decision-making and actions as well as not to be unduly influenced. He/she must inform the Board of conflicts of interest that may arise, including the nature and terms of any proposed transactions that could give rise to such a situation.

Furthermore, every year the Nominating and Governance Committee proposes to the Board of Directors a list of directors that may be considered independent. At its meeting on February 9, 2012, the Board reviewed the independence of its directors as of December 31, 2011. Patricia Barbizet, Marie-Christine Coisne-Roquette, Barbara Kux and Anne Lauvergeon, as well as Patrick Artus, Daniel Bouton, Gunnar Brock, Bertrand Collomb, Paul Desmarais, Claude Mandil, Michel Pébereau and Thierry de Rudder were deemed to be independent directors. 80% of Total’s directors are independent.

The Board of Directors furthermore examined the situations of the directors concerned by a nomination or a ratification, that will be proposed to the Annual Shareholders’ Meeting on May 11, 2012. Anne-Marie Idrac and Gérard Lamarche were deemed to be independent.

 

The AFEP-MEDEF code, the standard of directors’ independence

The Board of Directors uses the criteria mentioned in the AFEP-MEDEF Code of Corporate Governance to evaluate the independence of the Company’s directors. Pursuant to the AFEP-MEDEF code, a director is independent when “he or she has no relationship, of any nature, with the company, its group or the management of either that may compromise the exercise of his or her freedom of judgment.”