The Directors Charter ⁽¹⁾ specifies the obligations of each Director and sets forth the roles and working procedures of the Board of Directors.

Directors Obligations
 
Each Director undertakes to maintain the independence of his analysis, judgment, decision and action as well as not to be unduly influenced. When a Director participates in and votes at Board meetings, he is required to represent the interest of the shareholders and the Company as a whole. Directors must actively participate in the affairs of the Board, specifically on the basis of information communicated to him by the Company. Each Director must inform the Board of conflicts of interest that may arise, including the nature and terms of any proposed transactions that could give rise to such situations. If he is opposed to a project brought before the Board, he is required to clearly express his opposition. He is required to own at least 1,000 registered company shares (with the exception of the Director representing employee shareholders, for whom the requirements are more flexible) and comply strictly with provisions regarding the use of material non-public information. The requirement to hold a minimum of 1,000 shares while in office is accepted by each Director as a restriction on his ability to freely dispose of these shares.

Mission of the Board of Directors
 
The mission of  the Board of Directors is to determine the strategic vision for the Group and supervise the implementation of this vision. With the exception of the powers and authority expressly reserved for shareholders and within the limits of the company’s legal purpose, the Board may address any issue related to the operation of the Company and take any decision concerning the matters falling within its purview.

Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following:

• Appointing the officers responsible for managing the Companyand supervises their actions;
• Defining the Company’s strategic orientations and, more generally, those of the Group;
• Considering major transactions to be pursued by the Group;
• Receiving information on significant events related to the Company’s affairs;
• Monitoring the quality of information supplied to shareholders and the financial markets through the financial statements that it approves and the annual report, or when major transactions are conducted;
• Convening and setting the agenda for shareholders meetings;
• Preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria; and
• Conducting audits and investigations as it may deem appropriate.

The Board, with the assistance of its specialized committees where appropriate, ensures the following:

• That authority within the Company has been properly delegated before it is exercised, and that the various entities of the Company respect the authority, duties and responsibilities they have been given;
• That no individual is authorized to both contract and reimburse obligations of the Company without proper supervision and control;
• That the internal audit function functions properly and that the independent auditors are able to conduct their audits under appropriate circumstances; and
• That the committees it has created duly perform their responsibilities.
  

Board of Directors’ Procedures 
 
The Board of Directors meets at least four times a year and additionallly as circumstances may require. Directors may participate in meetings either by being present, by being represented by another director or via video conferences  (in compliance with the technical requirements set by applicable regulations).

The Board regularly (at least every three years) conducts an evaluation of its own practices. Each year it also discusses its performance. 

(1) Recent Corporate Governance Developments:  At its meeting on February 13, 2007, the Board of Directors 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.
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.