Registration document 2011 - tota - Total.com

5 Corporate
96
governance
Report of the Chairman of the Board of Directors
1.1.2. Expired directorships
of TOTAL S.A. as of May 13, 2011
Bertrand Jacquillat
Born on April 11, 1944 (French).
Independent director.
A graduate of École des Hautes Études Commerciales (HEC),
Institut d’études politiques de Paris and Harvard Business School,
Mr. Jacquillat holds a PhD in management. He has been a university
professor (in both France and the United States) since 1969,
a professor at the Institut d’Études Politiques in Paris since 1999,
Vice-President of the Cercle des Économistes, and founding
chairman of Associés en Finance.
Director of TOTAL S.A. since 1996 - Last renewal: May 16, 2008 -
Term of office: May 13, 2011.
Current directorships (as of May 13, 2011)
– Chairman and Chief Executive Officer of Associés en Finance
– Member of the Supervisory Board of Klépierre*
– Member of the Supervisory Board of Presses Universitaires
de France (PUF)
Directorships that expired in the previous five years
– Director and member of the Audit Committee of TOTAL S.A.
until May 13, 2011.
Lord Levene of Portsoken
Born on December 8, 1941 (British).
Independent director.
Lord Levene served in various positions within the Ministry of Defense,
the office of the Secretary of State for the Environment, the office
of the Prime Minister and the Ministry of Trade in the United Kingdom
from 1984 to 1995. He served as senior adviser at Morgan Stanley
from 1996 to 1998 and was then appointed Chairman of Bankers
Trust International from 1998 to 2002. He was Lord Mayor of London
from 1998 to 1999. He is currently Chairman of Lloyd’s.
Director of TOTAL S.A. since 2005 - Llast renewal: May 16, 2008 -
Term of office: May 13, 2011.
Current directorships (as of May 13, 2011)
– Chairman of Lloyd’s
– Chairman of General Dynamics UK Ltd
– Director of Haymarket Group Ltd
– Director of China Construction Bank*
– Chairman of NBNK Investments Plc*
Directorships that expired in the previous five years
– Chairman of TOTAL S.A.* until May 13, 2011
– Chairman of International Financial Services until 2010
1.1.3. Co-opted Director
since the close of 2011
At the meeting held on January 12, 2012, the Board of Directors
took note of the resignation of Mr. Thierry de Rudder from his position
as a director as of the end of the Board meeting, and consequently
decided to co-opt Mr. Gérard Lamarche to replace Mr. de Rudder,
for the remaining term of his predecessor’s directorship, until
the Shareholders’ Meeting to be held in 2013 to approve
the 2012 accounts.
The nomination of Mr. Gérard Lamarche is subject to the ratification
of the Shareholders’ general meeting on May 11, 2012.
Gérard Lamarche
Born July 15, 1961 (Belgian).
Independent director.
Mr. Lamarche graduated in economic science from Louvain-La-Neuve
university and the INSEAD business school (Advanced Management
Program for Suez Group Executives). He also followed the Global
Leadership Series course of training at the Wharton International
Forum in 1998-99. He started his career in 1983 with Deloitte
Haskins & Sells in Belgium, before becoming a consultant in mergers
and acquisitions in Holland in 1987. In 1988, Mr. Lamarche joined
Société Générale de Belgique as an investment manager
and management controller between 1989 and 1991, then as
a consultant in strategic operations from 1992 to 1995. He joined
Compagnie Financière de Suez as a project manager for the Chairman
and Secretary of the Executive Committee (1995-1997), before taking
part in the merger between Compagnie de Suez and Lyonnaise
des Eaux, which became Suez Lyonnaise des Eaux (1997), and
then being appointed as the acting Managing Director in charge
of Planning, Management Control and Accounts. In 2000, Mr. Lamarche
pursued his career in industry by joining NALCO (the American
subsidiary of the Suez group and the world leader in the treatment
of industrial water) as the Director and Chief Executive Officer.
In March 2004, he was appointed Chief Executive Officer in charge
of Finance of the Suez group, before being appointed Senior
Executive and Vice President in charge of Finance and member
of the Management Committee and the Executive Committee
of the GDF Suez group in July 2008. On April 12, 2011, Mr. Lamarche
became a Director on the Board of Directors of Groupe Bruxelles
Lambert (GBL). He has been the acting Managing Director since
January 2012. Mr. Lamarche is also a Director of Legrand.
Director of TOTAL S.A. since 2012 – Nomination by cooptation:
January 12, 2012 until 2013.
Member of the Audit Committee and the Strategic Committee.
Holds 1,575 shares.
Current directorships
* Company names marked with an asterisk are publicly-listed companies.
Underlined companies are companies that do not belong to the group in which the director has his or her main duties.
TOTAL. Registration Document 2011
– Acting Managing Director and Director of Groupe Bruxelles Lambert*
– Director of TOTAL S.A.*
– Director and member of the Audit Committee of Legrand*
Directorships that expired in the previous five years
– Director of Electrabel until 2011
– Director of Suez Environnement Company until 2011
– Director of International Power PLC until 2011