Membership of the Board of Directors of Total S.A. since the Shareholders' Meeting of May 15, 2009:
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 11, 2009, the Board of Directors, acting on a proposal from the Nominating & Governance Committee, reviewed the independence of the Company’s directors as of December 31, 2008. 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 judgement”.
Mrs. Barbizet, Mr. Bouton, Mr. Collomb, Mr. Desmarais, Mr. Jacquillat, Mr. Jeancourt-Gallignani, Lord Levene of Portsoken,
Mr. Mandil, Mr. Pébereau, Mr. de Rudder, Mr. Tchuruk and Mr. Vaillaud were deemed to be independent directors.
The term of office of Messrs. Jeancourt-Galignani and Vaillaud have expired at the Annual General Meeting of May 15, 2009.
