Total actively examines corporate governance matters. In particular, the Group maintains a policy of transparency regarding the compensation of and the allocation of stock options and restricted stock grants to its corporate officers. 

Directors are appointed by the shareholders for a three-year term. In case of the resignation or death of a Director, the Board may temporarily appoint a replacement Director. This appointment must be ratified by the next Shareholders' Meeting.

As early as 1995, the Group established two special committees within the Board of Directors:  a Nominating and Compensation Committee and  an Audit Committee.

In 2003, the Board of Directors amended the corporate governance policies initially adopted in 1995 and in 2001 to take into account recent developments in this area, including the AFEP-MEDEF report published in France in September 2002.

In 2004, the Board of Directors adopted a code of ethics that, in the overall context of the Group’s Code of Conduct, applies to its Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and the financial and accounting officers for its principal activities. The Board has made the Audit Committee responsible for ensuring compliance with this Code.
The shareholders' Meeting held on May 14, 2004, appointed a Director representing employee shareholders.

At its meeting on July 19, 2005, the Board of Directors amended the Audit Committee’s charter to clarify its role in supervising the independent auditors and the criteria for the independence of its members. The Board also approved the Audit Committee’s procedures for complaints or concerns regarding accounting,internal accounting controls or auditing matters.

Total's corporate governance practices conform with those generally followed by companies listed in France.

Recent Corporate Governance Developments

At its meeting on February 13, 2007 the Board of Directors, acting on a proposal by the Nominating & Compensation Committee, enacted certain changes related to the Group’s corporate governance, effective as of February 2007. The Board amended the Directors Charter, subsequently renamed the Rules of Procedure of the Board of Directors, mainly to take into account the fact that separate individuals would serve as Chairman and as Chief Executive Officer and to create a separate Nominating & Governance Committee and Compensation Committee to divide the duties of the former Nominating & Compensation Committee. The Board also adopted charters for these committees.

Also on February 13, 2007, the Board of Directors appointed Mr. Christophe de Margerie as Chief Executive Officer of the Company. Mr. Thierry Desmarest remains Chairman of the Board of Directors.