Registration Document 2005 - Total.com

5
Corporate Governance
Compensation of the Board of Directors and Executive Officers
Compensation of the Board of Directors
and Executive Officers
Compensation of the Board of Directors
The amount paid to the members of the Board of Directors as
Directors’ fees was 0.84 M€ in 2005 in accordance with the
decision of the Shareholders Meeting held on May 14, 2004. There
were 16 Directors as of December 31, 2005 compared with 15 as
of December 31, 2004.
102 TOTAL - Registration Document 2005
The aggregate amount of Directors’ fees paid in 2005 was
distributed as follows:
•
•
a fixed amount of 15,000 euros per Director (paid prorata
temporis in case of a change during the period);
an amount of 5,000 euros per Director for each meeting of the
Board of Directors, of the Audit Committee or of the Nominating
& Compensation Committee attended (this amount is increased
to 7,000 euros for Directors residing outside of France).
Total gross compensation including benefits in kind paid in each of the years indicated to each Director
(Article L. 225-102-1 of the French Commercial Code, paragraphs 1 and 2)
(in euros) 2005 2004 2003
Thierry Desmarest 2,963,452.00 2,787,239.00 2,528,076.00
Daniel Boeuf (1) 150,529.49 128,259.98 -
Daniel Bouton 45,000.00 37,500.00 37,500.00
Bertrand Collomb 30,000.00 42,000.00 37,500.00
Paul Desmarais Jr. 43,000.00 37,500.00 37,500.00
Jacques Friedmann 80,000.00 82,500.00 69,000.00
Bertrand Jacquillat 80,000.00 78,000.00 64,500.00
Antoine Jeancourt-Galignani 45,000.00 46,500.00 37,500.00
Anne Lauvergeon 40,000.00 42,000.00 33,000.00
Peter Levene of Portsoken 23,410.00 - -
Maurice Lippens 57,000.00 37,500.00 30,943.35
Michel Pébereau 55,000.00 51,000.00 42,000.00
Thierry de Rudder 106,000.00 82,500.00 69,000.00
Jürgen Sarrazin 50,000.00 46,500.00 37,500.00
Serge Tchuruk 50,000.00 46,500.00 46,500.00
Pierre Vaillaud (2) 178,906.00 177,933.00 166,752.00
(1) Including the salary paid to the Director as an employee of TOTAL France (a subsidiary of TOTAL S.A.), amounting to 100,752.62 euros in 2004 and 105,529.49 euros in 2005.
(2) Including pension payments related to past employment by the Group, amounting to 129,252 euros in 2003, 131,433 euros in 2004 and 133,906 euros in 2005.
Over the past three years, the Directors currently in office have not received any compensation or benefits in kind from companies controlled by TOTAL S.A., except for Mr. Daniel Boeuf,
who is an employee of TOTAL FRANCE. The compensation indicated in the table above (except for that of the Chairman, Mr. Boeuf and Mr. Vaillaud) consists solely of Directors’ fees
(gross amount) paid during the relevant period. None of the Directors of TOTAL S.A. have service contracts which provide for benefits upon termination of employment.