Registration document 2011 - tota - Total.com

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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
– Director of Europalia International until 2011 – Director of GDF Suez Belgium until 2011 – Director of Agua de Barcelona until 2011 – Director of GDF Suez E.S. until 2011 – Director of Suez Tractebel until 2011 – Director of Fortis Banque until 2010 1.1.4. Composition of the Board of Directors as of February 9, 2012 As of February 9, 2012, the Board of Directors has fifteen members, including one director appointed by the shareholders to represent employee shareholders. Twelve of the members of the Board are independent (see paragraph 1.8 – Director independence – in this Chapter 5). The detailed biographies of the Directors appear in paragraphs 1.1.1 to 1.1.3 above. Directors Independence Participation in Board Committees (a) Christophe de Margerie Chairman and Chief Executive Officer Chairman of the Strategic Committee Thierry Desmarest Chairman of the Nominating & Governance Committee Honorary Chairman Member of the Compensation Committee Member of the Strategic Committee Patrick Artus Independent director Member of the Nominating & Governance Committee (b) Member of the Compensation Committee Patricia Barbizet Independent director Chairperson of the Audit Committee Member of the Strategic Committee Daniel Bouton Independent director Gunnar Brock Independent director Member of the Nominating & Governance Committee (b) Member of the Compensation Committee (b) Claude Clément Director representing employee shareholders Member of the Strategic Committee Marie-Christine Coisne-Roquette Independent director Member of the Audit Committee (c) Bertrand Collomb Independent director Member of the Nominating & Governance Committee Paul Desmarais Jr Independent director Barbara Kux Independent director Member of the Strategic Committee Gérard Lamarche Independent director Member of the Audit Committee (d) Member of the Strategic Committee (d) Anne Lauvergeon Independent director Member of the Strategic Committee Claude Mandil Independent director Member of the Nominating & Governance Committee (b) Member of the Compensation Committee (b) Member of the Strategic Committee Michel Pébereau Independent director Chairman of the Compensation Committee (a) For more details on the composition of the Board Committees, refer to paragraph 1.5 in Chapter 5. (b) Since February 9, 2012. (c) Since May 13, 2011. (d) Since January 12, 2012. At its meeting held on February 9, 2012, the Board of Directors decided to propose the renewal of the directorships of Ms. Lauvergeon and Messrs. de Margerie, Artus, Collomb, and Pébereau, which are due to expire. At the general Shareholders’ meeting on May 11, 2012, the Board will also propose the nomination of a new independent Director, Ms. Anne-Marie Idrac, who will place her expertise of the world of industry at the Board’s disposal and will broaden the representativeness and the diversity of the Board. If the resolution is approved by the Shareholders’ Meeting, the proportion of women sitting on the Board will be one-third. 1.2. Other information At its meeting on September 15, 2009, the Board of Directors appointed Mr. Charles Paris de Bollardière Secretary of the Board. Representative of the Worker’s Council: pursuant to Article L. 2323- 62 of the French Labor Code, members of the Worker’s * Company names marked with an asterisk are publicly-listed companies. Corporate governance 5 Report of the Chairman of the Board of Directors – Director of Leo Holding Company until 2009 – Director of Suez Environnement North America until 2009 – Chairman and Director of Genfina until 2008 – Director of Distrigaz until 2008 – Director and Chairman of GDF Suez CC until 2008 – Director of Suez Environnement* until 2008 Council attend, with consultative rights, all meetings of the Board. In compliance with the second paragraph of such article, since July 7, 2010, four members of the Worker’s Council attend Board meetings. Registration Document 2011. TOTAL 97
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Registration Document 2011
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Registration Document 2011 This tra
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Key figures 1. Operating and market
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Sales Adjusted net income (Group sh
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Shareholder base Estimates as of No
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Business overview Business overview
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2. Upstream TOTAL’s Upstream segm
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As of December 31, 2009, TOTAL’s
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2.3. Presentation of production act
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Indonesia 1968 Myanmar 1992 Thailan
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United Kingdom 1962 Middle East U.A
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In Kenya, TOTAL acquired in Septemb
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In the United States, the Group’s
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The next two wells, which were expl
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is expected to be transported to Ru
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- In addition to Alwyn and the Cent
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2.6. Number of net oil and gas well
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Asia Yadana Yadana (Myanmar) Ban-I
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2.9.3. Marketing To unlock value fr
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As of January 2012, TOTAL owns 66%
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3. Downstream The Downstream segmen
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The heavy conversion process of thi
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In Northern, Central and Eastern Eu
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The oil markets had ended 2010 sign
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Page 57 and 58: Finance Refining & Marketing Financ
Page 59 and 60: Crude Oil Trading Finance Trading &
Page 61 and 62: Management Report The Management re
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Page 73 and 74: Risk factors Risk factors 4 1. Fina
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Page 85 and 86: egions, causing substantial decline
Page 87 and 88: 3.4. Activities in Cuba, Iran, Suda
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Page 113 and 114: 1.8. Director independence At its m
Page 115 and 116: With regard to counterparty risks,
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Page 127 and 128: The acquisition rate: - is equal to
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Page 131 and 132: 5.8. TOTAL stock option grants Corp
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Page 135 and 136: Corporate governance 5 Compensation
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Page 141 and 142: 6.3.1. Summary of transactions in t
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the Board of Directors decided on J
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- delivered to the holders of secur
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4.4. Major shareholders 4.4.1. Chan
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4.6. Shares held by members of the
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However, there are certain exceptio
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6.4. Registered shareholding TOTAL
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Financial information Financial inf
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4. Dividend policy The Company’s
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criminal chamber of the Court of Ap
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In October 2010, the Prosecutor’s
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General information General informa
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delegations of authority granted by
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1.4. Potential share capital as of
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2.3. Provisions of the by-laws gove
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2.6. Shareholders’ meetings 2.6.1
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In 2011, TOTAL’s holdings in Sano
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Consolidated Financial Statements T
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2. Consolidated statement of income
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4. Consolidated balance sheet TOTAL
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6. Consolidated statement of change
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Non-monetary contributions by ventu
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Intangible assets are carried at co
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when market data are not directly a
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- In June 2011, the IASB issued rev
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Since the acquisition date, sales a
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4) Business segment information Fin
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For the year ended December 31, 201
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Adjustments to net income, Group sh
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7) Other income and other expense F
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The net deferred tax variation in t
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11) Property, plant and equipment C
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12) Equity affiliates: investments
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In Group share, the main financial
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15) Inventories As of December 31,
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17) Shareholders’ equity Number o
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As of December 31, 2011, paid-in su
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The experience actuarial (gains) lo
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19) Provisions and other non-curren
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20) Financial debt and related fina
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Bonds after fair value hedge (M€)
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Bonds after cash flow hedge and fix
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C) Net-debt-to-equity ratio For its
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23) Commitments and contingencies A
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guarantees. As of December 31, 2011
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25) Share-based payments A) TOTAL s
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condition. This condition states th
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- varies on a straight-line basis b
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The following table summarizes SunP
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27) Statement of cash flows A) Cash
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As of December 31, 2010 (M€) Asse
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Assets and liabilities from financi
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As of December 31, 2010 (M€) Asse
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D) Fair value hierarchy The fair va
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As of December 31, 2009 Consolidate
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As part of its gas, power and coal
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As a result of this policy, the imp
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The following table sets forth fina
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its assets (as calculated under the
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e paid to those affected by the pol
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33) Other information Research and
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The business segments are identifie
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Supplemental oil and gas informatio
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1.3. Proved undeveloped reserves As
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(in million barrels of oil equivale
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Supplemental oil and gas informatio
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1.4.4. Changes in gas reserves Supp
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1.5. Results of operations for oil
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1.6. Cost incurred The following ta
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The standardized measure of discoun
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1.9. Changes in the standardized me
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2011 Natural gas production availab
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TOTAL S.A. The statutory Financial
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To be eligible for this supplementa
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3. Statutory Financial Statements o
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3.3. Statement of cash flow For the
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4. Notes to the Statutory Financial
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4) Other non-current assets A) Chan
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TOTAL shares held by the Group subs
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11) Translation adjustment The appl
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21) Commitments As of December 31 (
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- is equal to 100% if the average R
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D) TOTAL performance share grant Th
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24) Others Compensation for the adm
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5.2. Five-year financial data Share
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6. Consolidated financial informati
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Corporate social responsibility Cor
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TOTAL also hired 3,321 employees on
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1.5. Equal opportunity From recruit
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2.1. Occupational health and safety
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TOTAL particularly monitors hazardo
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The Group has therefore taken proac
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Social and economic development of
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commitment for TOTAL, adopting a pr
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4.3. TOTAL and new energies Althoug
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The selected sites and subsidiaries
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Assurance Opinion Completeness of d
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Glossary A Acreage Areas in which m
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MTO/OCP MTO (Methanols to Olefins)
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Cross reference lists Registration
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17. Employees 17.1. Number of emplo
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Registration Document concordance t
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PEFC/10-31-2043 This brochure is pr
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Registration document 2011 - tota - Total.com

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