In case of the resignation or death of a director between two Shareholders’ Meetings, the Board may temporarily appoint a replacement director. This appointment must be ratified by the next Shareholders’ Meeting. The term of office of the members of the Board are staggered to more evenly space the renewal of appointments. Since May 14, 2004 one director has been elected by the shareholders to represent employee shareholders (Mr. Claude Clément since May 21, 2010).

Members of the Board of Directors

Membership of the Board of Directors of Total S.A. :

Director independence

The Nominating and Governance Committee proposes to the Board of Directors the persons who are qualified to be appointed as Directors by the Shareholders' Meeting, as well as the list of Directors who may be considered as independent.

At its meeting on February 10, 2011, the Board of Directors, acting on a proposal by the Nominating & Governance Committee, reviewed the independence of the Company’s directors as of December 31, 2010. Also based on the Committee’s proposal, the Board considered that, 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”. For each director, this assessment relies on the independence criteria set forth in the AFEP-MEDEF Code.

In addition, the Board of Directors acknowledged Mr. Desmarest’s term of office as member of the Supervisory Board of Areva has terminated since March 5, 2010.

The AFEP-MEDEF Code expressly stipulates that the Board can decide that the implementation of certain defined criteria is not relevant or induces an interpretation that is particular to the Company.

Concerning “material” relationships, as a client, supplier, investment or finance banker, between a director and the Company, the Board deemed that the level of activity between Group companies and the bank at which one of its Directors is an officer, which is less than 0.1% of its net banking income and less than 5% of the Group’s overall assets, represents neither a material portion of the overall activity of such bank nor a material portion of the Group’s external financing.
The Board concluded that Mr. Pébereau should be considered as independent.

Mrs. Barbizet and Lauvergeon, Messrs. Artus, Bouton, Brock, Collomb, Desmarais, Jacquillat, Mandil, Pébereau, de Rudder, and Lord Levene of Portsoken were deemed to be independent directors. 80% of the directors are independent.

The Board also noted the absence of potential conflicts between the interests of the Company and the private interests of its directors. To the Company’s knowledge, the members of the Board of TOTAL S.A. are not related by close family ties; there are no arrangements or agreements with clients or suppliers that facilitated their appointment; there is no service agreement binding a director of TOTAL S.A. to one of its subsidiary and providing for special benefits upon termination of such agreement.

The term of office of Mr. Jacquillat and Lord Levene of Portsoken has expired at the Annual General Meeting of May 13, 2011.

Representatives of the Worker’s Council

According to article L.2323- 62 of the French Labour Code, two members of the Worker’s Council attend, with consultative rights, all meetings of the Board. Pursuant to the second paragraph of the above article, this number increased to four members as of July 7, 2010.