Registration document 2011 - tota - Total.com

5 Corporate
106
governance
Report of the Chairman of the Board of Directors
III. ORGANIZATION OF ACTIVITIES
The Chairman of the Board of Directors of the Company chairs the Committee. The Chairman appoints the Committee secretary, who may
be the Secretary of the Board of Directors.
The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.
The Committee meets at least once a year and at the request of its Chairman, at least one-half of its members, or the Chief Executive Officer
of the Company. The Committee Chairman prepares the schedule of its meetings.
Directors who are not members of the Committee are free to participate in the Committee’s meetings. This voluntary participation entitles
them to the same directors’ fees as those paid to the members of the Committee for attending meetings.
The Committee may meet with the Chief Executive Officer, and, if applicable, any acting Managing Director of the Company and consult with
managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the Committee [if the latter
is not the Chief Executive Officer of the Company] gives prior notice of such meeting to the Chief Executive Officer. In particular, the
Committee is authorized to consult with the Vice President Strategy & Business Intelligence of the Company or the person delegated by the
latter, by asking the Company’s Chief Executive Officer to call them to a meeting.
If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to engage external consultants.
A written summary of Committee meetings is drawn up.
IV. REPORT
The Committee submits written reports to the Board of Directors regarding its work.
It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance.
Members of the Strategic Committee in 2011
In 2011, the Committee’s members were Mmes. Patricia Barbizet,
Barbara Kux and Anne Lauvergeon and Messrs. Christophe de
Margerie, Thierry Desmarest, Gunnar Brock, Claude Mandil
and Thierry de Rudder.
At its meeting on January 12, 2012, the Board of Directors decided
to co-opt Mr. Gérard Lamarche as a director and to nominate
him as a member of the Strategic Committee in replacement
of Mr. de Rudder, who resigned from his position as a Director.
1.6. Activity of the Board of Directors and its Committees in 2011
Directors are generally given written notice during the week prior
to Board meetings. Whenever possible, documents to be considered
for decisions to be made at Board meetings are sent with the notice
of meetings. The minutes of the previous meeting are expressly
approved at each Board meeting.
The Board held eight meetings in 2011, with 92% attendance.
The Audit Committee held six meetings, with 94% attendance.
The Compensation Committee held two meetings, with 100%
attendance.
The Nominating & Governance Committee held two meetings,
with 100% attendance.
The Strategic Committee held one meeting, with 87% attendance.
A table summarizing individual attendance at the Board of Directors
and Committee meetings is provided in paragraph 5.2 of Chapter 5.
Board of Directors’ meetings in 2011
The meetings included, but were not limited to, a review of the
following subjects:
TOTAL. Registration Document 2011
Mmes. Barbizet, Kux and Lauvergeon and Messrs. Brock, Mandil
and Lamarche are independent directors.
As a reminder, directors who are not members of the Committee
are free to participate in the Committee’s meetings.
Mr. Christophe de Margerie chairs the Committee.
A summary of the Committee’s activities in 2011 is provided
in paragraph 1.6.4 below.
January 12
– strategic outlook for the Chemicals division;
– 2011 Budget;
– Group insurance policy; and
– approval of the proposed acquisition of a stake in the
Gladstone LNG (GLNG) project in Queensland, Australia;
– approval of the partnership with Suncor in oil sands in Canada;
– approval of the proposed development of the Eldfisk and Ekofisk
South fields in Norway.
February 10
– 2010 accounts (consolidated financial statements, parent
company accounts);
– principal financial communications;
– comparison of earnings with those of major oil companies;
– debate on the Board of Directors’ practices;
– assessment of the directors’ independence and report on the
absence of conflicts of interest;
– proposal to renew directorships and appoint new directors;
– proposal to renew and appoint Committees’ members;
– review of the amount of directors’ fees allocated to directors and
Committees’ members;