Registration document 2011 - tota - Total.com

– monitoring the quality of the information provided to the shareholders and the financial markets through the financial statements that
it approves and the annual reports, or when major transactions are conducted;
– convening and setting the agenda for Shareholders’ Meetings or meetings of bond holders;
– preparing, for each year, a list of the directors it deems to be independent under generally recognized corporate governance criteria.
2. DIRECTORS’ OBLIGATIONS
Before accepting a directorship, every candidate receives a copy of TOTAL S.A.’s by-laws and rules of procedure. He ensures that he has
broad knowledge of the general and particular commitments related to his duty, especially the laws and regulations governing directorships
in French limited liability companies (société anonyme) whose shares are listed in one or several regulated markets.
Accepting a directorship involves upholding the Directors’ ethical rules as described in the Code of Corporate Governance to which
the Company refers. It also involves upholding the rules of procedure and the Group’s values as described in its Code of Conduct.
When directors participate in and vote at Board meetings, they are required to represent the interest of the shareholders and the Company as a whole.
2.1. INDEPENDENCE OF JUDGMENT
Directors undertake, under any circumstance, to maintain the independence of their analysis, judgment, decision making and actions as well
as not to be unduly influenced, directly or indirectly, by other directors, particular groups of shareholders, creditors, suppliers and, more generally,
any third party.
2.2. PREPARATION OF EACH BOARD MEETING
Directors undertake to devote the amount of time required to consider the information they are given and otherwise prepare for meetings
of the Board and of the committees on which they sit. Directors may request any additional information that they feel is necessary or useful
from the Chairman and Chief Executive Officer. Directors, if they consider it necessary, may request training on the Company’s specificities,
businesses and activities, and any other training that is of use in the exercise of their duties as Directors.
Directors attend all Board meetings and all committees or Shareholders’ Meetings, unless they have previously contacted the Chairman
to inform him of scheduling conflicts.
Files reviewed at each meeting of the Board as well as the information collected before or during the meetings are confidential. Directors
cannot use them for or share them with a third party whatever the reason. Directors take any necessary measures to keep them confidential.
Confidentiality and privacy are lifted when such information is made publicly available by the Company.
The Chairman of the Board makes sure that the Company provides the directors with the relevant information, including criticisms,
in particular financial statement reports and press releases, and the main press articles about the Company.
2.3. DUTY OF LOYALTY
Directors cannot take advantage of their office or duties to ensure, for themselves or a third party, any monetary or non-monetary benefit.
They notify the Board of Directors of any potential conflicts of interest with the Company or any other company of the Group.
They refrain from participating in the vote relating to the corresponding resolution or even to the debate preceding the vote.
Directors must inform the Board of Directors of their entering into a transaction that involves directly the Company or any other company
of the Group before such transaction is closed.
Directors cannot take any responsibility in a personal capacity in companies or businesses that are competing with the Company or any
other company of the Group without previously informing the Board.
Directors are committed not to seek or accept directly or indirectly from the Company or any other company of the Group benefits
that may be considered as compromising their independence.
2.4. DUTY OF EXPRESSION
Directors are committed to clearly expressing their opposition if they deem that a decision made by the Board of Directors is contrary
to the Company’s corporate interest and should strive to convince the Board of the relevancy of their position.
2.5. COMPANY’S SECURITIES AND STOCK EXCHANGE RULES
Corporate governance 5
Report of the Chairman of the Board of Directors
While in office, directors are required to hold the minimum number of registered shares as set by the Company’s by-laws.
Directors refrain from trading any shares and ADRs of TOTAL S.A. and its publicly traded subsidiaries for which they hold non-public
information that could impact the securities’ market value. To this purpose, directors act in compliance with the following procedures:
1. Any shares and ADRs of TOTAL S.A. and its publicly traded subsidiaries are to be held in registered form, either with the Company
or its agent (1) , or administered registered shares with a French broker (or U.S. broker for ADRs) whose contact details are communicated
to the Board’s Secretary by the director;
(1) currently, BNP-Paribas Securities Services for TOTAL shares and Bank of New York for TOTAL ADRs.
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