Missions

The Nomination and Compensation Committee ⁽¹⁾ performs various tasks among which the following specific tasks:

With respect to nominations
- Assists the Board in the selection of directors, corporate officers, and Directors as Committee members;
- Recommends annually to the Board the list of directors who may be considered as “independent directors” of the Company; and
- Proposes methods for the Board to evaluate its performance.

With respect to Compensation
1.  Makes recommendations and proposals to the Board regarding:
- compensation, pension and insurance plans, in-kind benefits, and other compensation, including severance benefits, for the Chairman or the Chief Executive Officer of Total S.A., and
- awards of stock options and restricted share grants, including specific awards to the Chairman or the Chief Executive Officer;

2. Reviews the compensation of members of the Executive Committee, including stock option plans, restricted share grants and equity-based plans as well as pension and insurance plans and in-kind benefits.

Organization 

The Committee is made up of at least three directors designated by the Board of Directors. A majority of the members must be independent directors.The Nomination and Compensation Committee meets at least twice a year. The Committee met three times in 2006 with Messrs. Bertrand Collomb, Michel Pébereau and Serge Tchuruk, each an independent director, as its members and Mr. Michel Pébereau as its Chairman.

It invites the Chief Executive Officer of the Company to present recommendations  The Chief Executive Officer may not be present during deliberations regarding his own compensation.

(1) 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 and, in particular, created 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.