The Board of Directors is the decision-making body of our Group. Its role is to define the Group's strategic vision, assisted by four specialized committees (the Audit Committee, the Governance & Ethics Committee, the Compensation Committee and the Strategic Committee). It is composed of 12 directors, including eight independent directors. The Board offers a diverse and synergistic range of experience, nationalities and cultures and enables us to consider the interests of all our shareholders.
Defining Total's Strategic Vision
The Board of Directors defines the strategic vision for Total and its businesses and ensures its implementation. As part of this mission, the Board approves proposed investments or divestments involving amounts exceeding 3% of shareholders' equity. It addresses any and all issues related to the Company’s effective operation, oversees the quality of the information provided to shareholders, and convenes and sets the agenda for Annual Shareholders' Meetings.
The Board meets at least four times a year and whenever circumstances require. It also reviews and discusses its own practices annually, and evaluates its own performance at least once every three years.
Diversity is of Key Importance in the Board’s Composition
The Board of Directors is particularly attentive to its composition. In selecting members, it relies on the recommendations of the Governance & Ethics Committee, which proposes changes in the membership of the Board and its specialized committees as circumstances require based on the Group's strategic vision.
Currently, our Board of Directors comprises 12 members, including a director representing employee shareholders and a director representing employees. The Board includes six women and six men, five of whom are non-French nationals. The proportion of directors of each gender therefore exceeds the 40% threshold in accordance with the provisions of Article L.228-18-1 of the French Commercial Code.
Directors are elected to a three-year term at the Annual Shareholders' Meeting, with the exception of the director representing employees who is designated by the Central Work Committee.
(1)Excluding the director representing employees, in accordance with Article L.225-27-1 of the French Commercial Code.
Director Independence is a Key Factor in the System of Checks and Balances
Independence is critical to performing the duties of a director, as it ensures freedom of analysis, judgment, decision-making and action. All Total directors agree to remain independent. They also agree to comply with the Boards of Directors' rules of procedure and in particular to notify the Chairman of the Board of Directors and the Lead Independent Director of any personal or potential conflict of interest that may arise with the Company or any other company in the Group.
The Board of Directors uses the criteria set out in the AFEP-MEDEF Corporate Governance Code of Listed Corporations to assess independence. The Board considers directors independent if they "have no relationship of any kind whatsoever with the corporation, its group or the management of either that is such as to color [their] judgment." Currently, 80%* of the Board could be considered to be independent, superior to the recommendation (in the AFEP-MEDEF Code of at least 50% in widely-held companies with no controlling shareholders).
* Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3)
Support from Specialized Committees
The Audit Committee has various responsibilities designed to allow the Board of Directors to ensure that internal control is effective and information available to shareholders and financial markets is reliable. In this capacity, the Committee's duties include:
- Recommending the appointment of statutory auditors and their compensation, ensuring their independence and monitoring the satisfactory performance of their work.
- Guaranteeing the quality of the parent company's financial statements and consolidated financial statements.
- Supervising the implementation of internal control and risk management procedures and their effective application, with the assistance of the internal audit department.
- Reviewing the annual work program of internal and external auditors.
- Reviewing, at the Board of Directors' request, major transactions being considered by the Group.
- Implementing and monitoring compliance with the Financial Code of Ethics.
The Audit Committee consists of three members appointed by the Board of Directors, all of whom are independent.. As of May 24, 2016, the members of the Audit Committee are:
All members of the Audit Committee have recognized competence in financial, accounting, or economic matters.
The Audit Committee meets at least seven times a year:
- Quarterly, to review the parent company financial statements and the annual and quarterly consolidated financial statements.
- At least three other times a year, to consider other matters.
- Read the rules of procedure of the Audit Committee
The Governance & Ethics Committee is responsible for:
- Recommending to the Board of Directors the persons who are qualified to be appointed as directors or executive directors.
- Preparing the Company's corporate governance rules and supervising their implementation.
- Ensuring compliance with the code of ethics and examining any questions related to ethics and conflicts of interest.
The Governance & Ethics Committee consists of three members appointed by the Board of Directors, all of whom are independent. As of May 24, 2016, the members of the Governance & Ethics Committee are:
- Patricia Barbizet, Lead Independent Director and Chairwoman of the Governance & Ethics Committee.
- Anne-Marie Idrac.
- Barbara Kux.
The Governance & Ethics Committee meets at least twice a year.
- Examining the compensation policies applicable to members of the Executive Committee and to executive directors.
- Evaluating the performance of members of the Executive Committee and executive directors and making recommendations regarding their compensation, including stock options and free shares.
The Compensation Committee consists of three members appointed by the Board of Directors, all of whom are independent. As of May 24, 2016, the members of the Compensation Committee are:
- Gérard Lamarche, Chairman.
- Marie-Christine Coisne-Roquette.
- Patricia Barbizet, Lead Independent Director.
The Compensation Committee meets at least twice a year.
Read the components of the compensation of executive directors (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of February 8, 2017
- Components of the compensation of executive directors – Board of Directors' meeting of July 27, 2016
- Components of the compensation of executive directors – Board of Directors' meeting of February 10, 2016
- Components of the compensation of executive directors – Board of Directors' meeting of December 16, 2015
- Components of the compensation of executive directors – Board of Directors' meeting of July 28, 2015
- Authorization of the benefits accruing to the Chief Executive Officer – Board of Directors' meeting of December 16, 2014
- Components of the compensation of executive directors – Board of Directors' meeting of October 28, 2014
Created in 2011, the Strategic Committee assists the Board of Directors in promoting Total's business development. It examines the Group's overall strategy and operations of particular strategic importance, and reviews the competitive environment and the resulting medium and long-term outlook for the Group.
The Strategic Committee consists of five members appointed by the Board of Directors. As of May 24, 2016, the members of the Strategy Committee are:
- Patrick Pouyanné, Chairman.
- Patrick Artus.
- Patricia Barbizet, Lead Independent Director.
- Marc Blanc.
- Barbara Kux.
The Committee meets at least once a year and submits a written report of its work to the Board of Directors.