The Board of Directors is the decision-making body of our Group. Its role is to define the Group's strategic orientations, assisted by four committees (the Audit Committee, the Governance & Ethics Committee, the Compensation Committee and the Strategy & CSR Committee). It is composed of 12 directors, including 9 independent directors. The Board offers a diverse and synergistic range of experience, nationalities and cultures and takes into account the interests of all the shareholders.
Defining Total's Strategic Orientations
The Board of Directors defines the strategic orientations of Total and its businesses and ensures its implementation. As part of this mission, among others, 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. It monitors the management of both financial and non financial matters and ensures 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
Our Board of Directors places a great deal of importance on its composition and the composition of its Committees. In particular, it relies on the work of the Governance & Ethics Committee, which reviews annually and proposes, as circumstances may require, desirable changes to the composition of the Board of Directors and Committees based on the Group's strategy.
At the end of the Ordinary Shareholders' Meeting of May 29, 2019, the Board of Directors comprises 12 members, including a director representing employee shareholders and a director representing employees. The Board includes seven women and five men, four 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.225-18-1 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 Works Council (replaced by the Central Social and Economic Committee in December 2018).
(1)Composition of the Board at the end of the Ordinary Shareholders' Meeting of May 29, 2019; excluding the director representing employees, in accordance with Article L.225-27-1 of the French Commercial Code and the director representing employee shareholders, in accordance with Article L.225-23 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 S.A. directors 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. Directors are considered to be independent if they have "no relationship of any kind whatsoever with the corporation, its group or the management that may interfere with his or her freedom of judgement." Currently, 90%* of the Board members are 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).
The 4 Committees of the Board of Directors
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:
- making a recommendation to the Board of Directors on the statutory auditors put before the Annual Shareholders’ Meeting for designation or renewal, following their selection procedure organized by General Management and enforcing the applicable regulations;
- monitoring the statutory auditors in the performance of their missions and, in particular, examining the additional report drawn up by the statutory auditors for the Committee, while taking account of the observations and conclusions of the High Council of statutory auditors (Haut Conseil du Commissariat aux comptes) further to the inspection of the auditors in question in application of the legal provisions, where appropriate;
- ensuring that the statutory auditors meet the conditions of independence as defined by the regulations, and analyzing the risks to their independence and the measures taken to mitigate these risks; to this end, examining all the fees paid by the Group to the statutory auditors, including for services other than the certification of the financial statements, and making sure that the rules applying to the maximum length of the term of the statutory auditors and the obligation to alternate are obeyed; and
- approving the delivery by the statutory auditors of services other than those relating to the certification of the financial statements, in accordance with the applicable regulations.
- following the process to produce financial information and, where appropriate, formulating recommendations to guarantee its integrity, where appropriate;
- monitoring the implementation and the proper workings of a disclosures committee in the Company, and reviewing its conclusions;
- examining the assumptions used to prepare the financial statements, assessing the validity of the methods used to handle significant transactions and examining the parent company financial statements and annual, half-yearly, and quarterly Consolidated Financial Statements prior to their examination by the Board of Directors, after regularly monitoring the financial situation, cash position and off-balance sheet commitments;
- guaranteeing the appropriateness and the permanence of the accounting policies and principles chosen to prepare the statutory and Consolidated Financial Statements of the Company;
- examining the scope of the consolidated companies and, where appropriate, the reasons why companies are not included;
- examining the process to validate the proved reserves of the companies included in the scope of consolidation; and
- reviewing, if requested by the Board of Directors, major transactions contemplated by the Company.
- monitoring the efficiency of the internal control and risk management systems, and of internal audits, in particular with regard to the procedures relating to the production and processing of accounting, financial and non-financial information, without compromising its independence, and in this respect:
- checking that these systems exist and are deployed, and that actions are taken to correct any identified weaknesses or anomalies,
- examining, based in particular on the risk maps developed by the Company, the exposure to risks, such as financial risks (including significant off-balance sheet commitments), legal risks, operational risks, social and environmental risks as well as measures taken as a result,
- annually examining the reports on the work of the Group Risk Management Committee (formerly named Group Risk Committee) and the major issues for the Group,
- examining the annual work program of the internal auditors and being regularly informed of their work,
- reviewing significant litigation at least once a year,
- overseeing the implementation of the Group’s Financial Code of Ethics,
- proposing to the Board of Directors, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal control or auditing matters, and monitoring the implementation of this procedure, and
- where appropriate, examining important operations in which a conflict of interests could have arisen.
The Audit Committee consists of four members appointed by the Board of Directors, all of whom are independent. Since May 29, 2019, the members of the Audit Committee are:
The members of the Audit Committee are required to have financial and accounting skills.
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 focused on:
- 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 ethics rules and examining any questions related to ethics and conflicts of interest.
- Reviewing matters regarding compliance as well as the prevention and detection of corruption and influence peddling.
The Governance & Ethics Committee consists of four members appointed by the Board of Directors, all of whom are independent. Since May 29, 2019, the members of the Governance & Ethics Committee are:
- Patricia Barbizet, Lead Independent Director and Chairwoman of the Governance & Ethics Committee,
- Marie-Christine Coisne-Roquette,
- Anne-Marie Idrac,
- Jean Lemierre.
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, including stock options and free shares.
- Evaluating their performances and making recommendations regarding their compensation.
The Compensation Committee consists of four members appointed by the Board of Directors, all of whom are independent (excluding the director representing the employee shareholders). Since May 29, 2019, the members of the Compensation Committee are:
- Patricia Barbizet, Lead Independent Director, Chairwoman,
- Mark Cutifani,
- Christine Renaud, director representing the employees,
- Carlos Tavares.
The Compensation Committee meets at least twice a year.
Read the components of the compensation of executive directors
- Components of the compensation of executive directors – Board of Directors' meetings of March 13, 2019 and April 25, 2019
- Components of the compensation of executive directors – Board of Directors' meeting of March 14, 2018 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of July 26, 2017 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of February 8, 2017 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of July 27, 2016 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of February 10, 2016 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of December 16, 2015 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of July 28, 2015 (French only)
- Authorization of the benefits accruing to the Chief Executive Officer – Board of Directors' meeting of December 16, 2014 (French only)
- Components of the compensation of executive directors – Board of Directors' meeting of October 28, 2014 (French only)
To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Strategy & CSR Committee’s duties include:
- examining the Group’s overall strategy proposed by the Company’s Chief Executive Officer;
- examining the Group's corporate social and environmental responsibility (CSR) issues and, in particular, issues relating to the incorporation of the Climate challenge in the Group's strategy;
- examining operations that are of particular strategic importance;
- reviewing the competitive environment, the main challenges the Group faces, including with regard to social and environmental responsibility, as well as the resulting medium and long-term outlook for the Group.
The Strategy & CSR Committee consists of six members appointed by the Board of Directors. Since May 29, 2019, the members of the Strategy & CSR Committee are:
- Patrick Pouyanné, Chairman,
- Patrick Artus,
- Patricia Barbizet, Lead Independent Director,
- Anne-Marie Idrac,
- Jean Lemierre,
- Christine Renaud, director representing employees.
The Strategy & CSR Committee meets at least once a year.