The Ethics Committee is responsible for establishing conditions to help employees embrace the Code of Conduct and for making sure it is properly applied. To this end, the Committee has devised a well-structured process allowing it to verify that employees are familiar with the Code of Conduct, understand its principles and apply them. It also provides individual feedback and assistance.

Composition and procedures

The Ethics Committee comprises a Chairman, the Head of the Ethics Policies and four other members representing our different businesses. The members of the Ethics Committee are employees who collectively have broad experience of our different businesses and disciplines and occupy positions that guarantee the necessary independence and freedom of judgment. They cannot delegate their functions to non-members of the Ethics Committee.

The Chairman and Chief Executive Officer appoints the Chairman of the Ethics Committee. The other members are appointed, with their consent, by the Executive Committee, on the recommendation of the Chairman of the Ethics Committee. Each Committee member is appointed for a term of four years, unless some other provision is made, to ensure a regular turnover of Committee members.

Meetings of the Ethics Committee can be convened to deliberate on a set agenda by the Chairman or by a majority of its members. The Committee’s decisions are made by unanimous vote.

The Chairman of the Ethics Committee submits an annual report to the Executive Committee and the Board of Directors.

Scope of work

The Ethics Committee, which reports to the Chairman and Chief Executive Officer, is responsible for general oversight of ethical issues related to our activities, particularly:

• Making recommendations to the Chairman and Chief Executive Officer on all ethical issues, whether in relation to matters on which the Committee has made an independent inquiry or questions that have been submitted to it.
• Drawing the attention of the businesses to any potential risk of non-compliance with our main ethical principles.
• Ensuring that our Code of Conduct is circulated and proposing any amendments it considers necessary or appropriate.
• Ensuring that the procedures are in place for employees to become thoroughly familiar with the Code of Conduct, understand its provisions and apply them.
• Assisting in preparing and authorizing any specific Code of Conduct that may be necessary for a particular subsidiary.
• Recommending procedures or, at its discretion, giving an opinion in strictest confidence when employees have questions about applying or complying with the Code of Conduct in specific situations.
• Reviewing, with the business units concerned, any verbal or written communications relating to ethics at Total and any contacts related to ethics, in particular with international, European, governmental and non-governmental organizations.
• Reviewing, with the business units concerned, replies to any correspondence contesting the ethical standards applied at Total or by any subsidiary.
• Advising the various training departments on incorporating, where appropriate, a presentation on the Code of Conduct into training programs, in particular those for new recruits and management.

Internal position with regard to organization

Businesses are encouraged to inform the Ethics Committee in advance of new projects or and proposed changes in an ongoing business activity that could raise an ethical issue due to its size or potential impact on local communities. The Chairman of the Ethics Committee is provided with all files submitted to the Group Management Committee, as well as advance copies of the agendas of all business Management Committee meetings and all Risk Assessment Committee meetings.

The Ethics Committee may also consider on its own initiative any ethics-related matters concerning Total and is therefore entitled to visit any facility or subsidiary.

It is assisted by the Corporate Audit Department, with which it maintains regular contact.

A copy of any correspondence contesting the ethical standards applied in the group, addressed to any unit, is sent to the Ethics Committee.

Supporting employees

The Chairman and Chief Executive Officer or any Total employee may request the Ethics Committee’s advice on any ethics-related matter, especially any difficulty in the practical implementation of the Code of Conduct. The Committee may, at its discretion, respond solely to the person(s) asking the question(s).

Its members may not reveal the identity of anyone requesting their advice and may not disclose information that would make it possible to identify them.