Registration document 2011 - tota - Total.com

5 Corporate
98
governance
Report of the Chairman of the Board of Directors
1.3. Corporate Governance Code
For several years, TOTAL has been actively examining corporate
governance matters. At its meeting on November 4, 2008, the Board
of Directors confirmed its decision to refer to the Corporate Governance
Code for Listed Companies published by the principal French business
confederations, the Association Française des Entreprises Privées
(AFEP) and the Mouvement des Entreprises de France (MEDEF)
(“AFEP-MEDEF Code”) for corporate governance matters.
The AFEP-MEDEF Code is available on the MEDEF website
(www.medef.fr, Publication/Economie).
The AFEP-MEDEF Code was amended in April 2010 to make
recommendations related to the balanced number of men and
women sitting in Board and Committees’ meetings. The code
recommends that a target of at least 20% of women be reached
before April 2013 and at least 40% before April 2016.
These requirements were also stipulated in the French law
of January 27, 2011 regarding balanced representation of men
and women on Boards of Directors and Supervisory Boards and
equal opportunity. The law states that the 20% threshold must
be attained at the end of the 2014 Shareholders’ Meeting
and that the 40% threshold must be attained at the end of the
2017 Shareholder’s Meeting.
As of December 31, 2011, the Company’s Board of Directors was
comprised of four women out of a total of fifteen members (i.e., 26%).
1.4. Rules of procedure of the Board of Directors
At its meeting on February 13, 2007, the Board of Directors
adopted rules of procedure to replace the Directors’ Charter.
The Board’s rules of procedure specify the obligations of each
director and set forth the mission and working procedures of the
Board of Directors. They also define the respective responsibilities
and authority of the Chairman and of the Chief Executive Officer.
1. MISSION OF THE BOARD OF DIRECTORS
At the Shareholders’ Meeting in May 2012, it will be proposed
to appoint one additional woman to replace one director whose term
is coming to an end. If the resolution is approved by the Shareholders’
Meeting, the proportion of women sitting in the Board will
be one-third. The Board of Directors will keep examining corporate
governance issues to keep diversifying in the years to come.
At its meeting on February 8, 2012, the Nominating & Governance
Committee examined current practices in the Company in view
of the AFEP-MEDEF code and concluded that the Company
complied with almost all the recommendations.
Mr. Thierry Desmarest, Honorary Chairman of the Company
and director, can still be entrusted with representative missions for
the Group, by decision of the Board of Directors on May 21, 2010.
Since 2004, the Board of Directors has had a Financial Code of Ethics
that, in the overall context of the Group’s Code of Conduct,
sets forth specific rules for its Chairman, Chief Executive Officer,
Chief Financial Officer, Chief Accounting Officer and the financial
and accounting officers for its principal activities. The Board
has made the Audit Committee responsible for implementing
and ensuring compliance with this code.
In 2005, the Board approved the procedure for alerting the Audit
Committee of complaints or concerns regarding accounting,
internal accounting controls or auditing matters.
It is reviewed on a regular basis to match the changes in rules
and practices related to governance.
An unabridged version of these rules of procedure is available
herein. They are also available on the Company’s website.
The Board of Directors of TOTAL S.A. (1) approved these rules
of procedure.
The mission of the Board of Directors is to determine the strategic direction of the Group and supervise the implementation of this vision.
With the exception of the powers and authority expressly reserved for shareholders and within the limits of the Company’s legal purpose,
the Board may address any issue related to the operation of the Company and take any decision concerning the matters falling within its
purview. Within this framework, the Board’s duties and responsibilities include, but are not limited to, the following:
– appointing the Chairman and the Chief Executive Officer (2) and supervising the handling of their responsibilities;
– defining the Company’s strategic orientation and, more generally, that of the Group;
– approving investments or divestments under study by the Group that concern amounts greater than 3% of shareholders’ equity;
– reviewing information on significant events related to the Company’s affairs, in particular for investments or divestments that are greater
than 1% of shareholders’ equity;
– conducting audits and investigations as it may deem appropriate. The Board, with the assistance of the Audit Committee where
appropriate, ensures that:
- the proper definition of authority within the Company and the proper exercise of duties and responsibilities by the bodies of the
Company are in place;
- no individual is authorized to contract on behalf of the Company or to commit to pay, or to make payments, on behalf of the Company,
without proper supervision and control;
- the internal control function operates properly and that the statutory auditors are able to conduct their audits under appropriate circumstances;
- the committees it has created duly perform their responsibilities;
(1) In these rules of procedure, TOTAL S.A. is referred to as the “Company” and, collectively with all of its direct and indirect subsidiaries, as the “Group”.
(2) The Chairman and Chief Executive Officer, if the Chairman of the Board of Directors is also responsible for the general management of the Company, the Chairman of the Board of Directors
and the Chief Executive Officer, if this is not the case, and, where appropriate, any acting Managing Directors, in accordance with the organization adopted by the Board of Directors.
TOTAL. Registration Document 2011