Responsibilities and Members

Since May 24, 2016, Total S.A.’s Board of Directors comprises 12 members, including a director representing employee shareholders, elected by shareholders at the Annual Meeting and a director representing employees who is designated by the Central Work Committee of the Upstream/Holding Company Unit of Economic and Employee Interest (UES). Total’s Board of Directors includes six women and five non-French nationals.
In addition, acting on the recommendation of the Chairman & Chief Executive Officer, the Board of Directors decided on December 16, 2015 to appoint a lead director. She is in particular responsible for ensuring that the Company's governance organizations run smoothly. The lead independent director chairs the Governance & Ethics Committee and is a primary contact for shareholders on issues related to the Board of Director's responsibilities, under the conditions set out in the Rules of Procedure.

With the help of its four specialized committees, the Board of Directors examines and approves our major capital expenditures.

Defining Total's Strategic Vision

Total is managed by a Board of Directors. Its Rules of Procedure (pdf - 115 KB) set out its responsibilities and procedures.

The Board meets at least four times a year and whenever circumstances require. It also reviews and discusses its own practices and performance annually. Lastly, it evaluates its practices and performance regularly, at least once every three years.

The Board of Directors is first and foremost responsible for defining our strategic vision and ensures its implementation. The Board therefore addresses any issue related to the operation of the Company. It makes decisions concerning the matters falling within its purview, subject to the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose.

The following is a non-exhaustive list of the Board’s duties and responsibilities:

  • Appointing corporate executive officers and overseeing the performance of their respective responsibilities.
  • Defining the strategic vision for Total and its businesses.
  • Approving proposed investments and divestments involving amounts exceeding 3% of shareholders’ equity, whether aligned with the strategic vision or not.
  • Reviewing information on significant events affecting Total’s operations, especially investments and divestments involving amounts exceeding 1% of shareholders’ equity.
  • Ensuring accurate, effective financial reporting to shareholders and financial markets through the financial statements it approves and the Registration Document and for major transactions.
  • Convening and setting the agenda for Annual Shareholders' Meetings.
  • Annually preparing a list of directors considered independent, based on generally accepted corporate governance criteria.
  • Carrying out any audits and investigations it deems necessary.

With the help of its specialized Audit, Strategy, Governance & Ethics, and Compensation Committees as needed, the Board of Directors makes sure that:

  • Authority has been properly defined and delegated and that the various boards and committees make proper use of their authority and meet their responsibilities.
  • No single individual has the authority to make a financial commitment on behalf of Total or to disburse funds for its payment.
  • Internal control performs effectively and the statutory auditors have everything they need for the satisfactory discharge of their responsibilities.
  • The committees it has created are operating effectively.

The Audit Committee regularly informs the Board of Directors of Total's financial situation, cash situation and commitments, so that the Board can fulfill its responsibilities.

Election and Members

The Governance & Ethics Committee recommends to the Board candidates qualified to be directors. Directors are then elected to a three-year term at the Annual Shareholders' Meeting (Article 11 of the Company's bylaws). The end dates of their terms are staggered so that directors do not all come up for re-election at the same time.

Following the Annual General Meeting on May 24, 2016, the members of Total S.A.'s Board of Directors are:

  • Patrick Pouyanné, Chairman
  • Patrick Artus
  • Patricia Barbizet, lead independent director
  • Marc Blanc (director representing employees)
  • Marie-Christine Coisne-Roquette
  • Paul Desmarais, Jr .
  • Maria van der Hoeven
  • Anne-Marie Idrac
  • Barbara Kux
  • Gérard Lamarche
  • Jean Lemierre
  • Renata Perycz (director representing Total's employee shareholders)

The Board of Directors defines Total’s strategic vision and makes sure that it is implemented.

The Board of Directors defines Total’s strategic vision and ensures its implementation.

Click here for biographies of the members of the Board of Directors

Pursuant to Article L. 2323-65 of the French Labor Code, a member of the Central Works Council representing employees attends Board meetings in an advisory capacity. This has been the case since November 4, 2014, when said director was designated.

The Board of Directors appoints a Secretary based on the recommendation of its Chairman. All Board members may consult and enlist the services of the Secretary, who is responsible for all procedures pertaining to the Board of Directors' effectiveness and reviews its performance periodically. Charles Paris de Bollardière was appointed Secretary of the Board of Directors at its September 15, 2009 meeting.