Registration Document 2005 - Total.com

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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.
Executive Officers’ Compensation The following individuals are the Executive Officers of the Group as of December 31, 2005 (30 individuals, compared to 29 as of December 31, 2004): Management Committee Thierry DESMAREST * François CORNELIS * Christophe de MARGERIE * Yves-Louis DARRICARRÈRE * Jean-Paul VETTIER * Robert CASTAIGNE * Bruno WEYMULLER * Michel BENEZIT Philippe BOISSEAU Alain CHAMPEAUX Pierre-Christian CLOUT Jean-Claude COMPANY Jean-Pierre CORDIER Jean-Michel GIRES Philippe GOEBEL * Member of the Executive Committee as of December 31, 2005. Corporate Governance Compensation of the Board of Directors and Executive Officers In 2005, the aggregate amount paid directly or indirectly by the French and foreign affiliates of the Company as compensation to the Executive Officers of TOTAL (members of the Management Committee and the Treasurer) as a group was 18.8 M€ (30 individuals), including 8.8 M€ paid to the seven members of the Executive Committee. Variable compensation accounted for 43% of the aggregate amount paid to Executive Officers in 2005. François GROH Jean-Jacques GUILBAUD Ian HOWAT Jean-Marc JAUBERT Pierre KLEIN Patrick de LA CHEVARDIÈRE Jean-Bernard LARTIGUE Thierry LE HÉNAFF Jean-Marie MASSET Charles MATTENET Éric de MENTEN Jean PRIVEY André TRICOIRE Hugues WOESTELANDT Treasurer Charles PARIS de BOLLARDIÈRE Executive Officers who are Directors of affiliates of the Company are not entitled to retain any Directors’ fees. Compensation of the Chairman and Chief Executive Officer Mr. Thierry Desmarest’s total gross compensation, for services rendered in 2005 amounted to 3,154,623 euros. This compensation, set by the Board of Directors of TOTAL S.A., is composed of a fixed base salary of 1,451,235 euros in 2005 and a variable portion, paid in 2006 which amounted to 1,703,388 euros. The variable portion is calculated by taking into account the Group’s return on equity during the relevant fiscal year, comparing the results to those of the other major international oil companies and taking into account future prospects that emerged due to the actions taken in the year in question. TOTAL - Registration Document 2005 5 Mr. Thierry Desmarest’s total gross compensation for services rendered in 2004 was 2,809,268 euros, composed of a fixed base salary of 1,297,051 euros and a variable portion of 1,512,217 euros paid in 2005. The Chairman did not receive any benefits in kind. 103
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Registration Document 2005
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Registration Document 2005 This is
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Key figures Selected financial info
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104,652 2003 French GAAP Sales (M
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DOWNSTREAM Refined product sales (k
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Business overview History and strat
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Upstream TOTAL’s Upstream segment
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Exploration & Production Exploratio
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Production TOTAL’s average daily
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Presentation of production activiti
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Europe Year of entry into the count
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Africa TOTAL has been present in Af
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Libya The Group’s share of produc
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North America The Group’s presenc
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On the Yucal Placer field, the init
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Commonwealth of Independent States
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The Netherlands TOTAL is the second
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Kuwait Since 1997, the Group has pr
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Gas & Power The Gas & Power sector
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Middle East In Qatar, negotiations
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TOTAL is pursuing decentralized rur
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Refining & Marketing On December 31
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Marketing The Group is one of the l
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the provinces of Shanghai, Jiangsu
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All of TOTAL’s trading activities
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Base Chemicals TOTAL’s Base Chemi
Page 53 and 54: Specialties TOTAL’s Specialties s
Page 55 and 56: trademarks. It is present on three
Page 57 and 58: Other activities E-Commerce In 2005
Page 59 and 60: Organizational structure Position o
Page 61 and 62: Executive Committee Trading & Shipp
Page 63 and 64: Management Report of the Board of D
Page 65 and 66: Market environment Management Repor
Page 67 and 68: Upstream results (in millions of eu
Page 69 and 70: Downstream results (in millions of
Page 71 and 72: Adoption of IFRS rules The principa
Page 73 and 74: Liquidity and capital resources Lon
Page 75 and 76: Research and development Research a
Page 77 and 78: Risk factors Market risks p. 76 •
Page 79 and 80: Financial markets related risks Wit
Page 81 and 82: The non-current debt in dollars des
Page 83 and 84: Grande Paroisse An explosion occurr
Page 85 and 86: Myanmar Under the Belgian “univer
Page 87 and 88: Risk management Risk evaluations le
Page 89 and 90: ILSA - Other US regulations In 2001
Page 91 and 92: Insurance and risk management Organ
Page 93 and 94: Corporate governance Board of Direc
Page 95 and 96: Anne Lauvergeon 46 years old. Indep
Page 97 and 98: Additional information required und
Page 103: Statutory auditors Statutory audito
Page 107 and 108: Report of the Chairman of the Board
Page 109 and 110: july 19: • estimated earnings for
Page 111 and 112: Nominating & Compensation Committee
Page 113 and 114: The hydrocarbon reserves are review
Page 115 and 116: Headcount, Employee shareholdings,
Page 117 and 118: Allocation of TOTAL share subscript
Page 119 and 120: TOTAL share subscription and purcha
Page 121 and 122: Allocation of TOTAL restricted shar
Page 123 and 124: Elf Aquitaine share subscription op
Page 125 and 126: TOTAL and its shareholders TOTAL sh
Page 127 and 128: Four-for-one stock split A proposal
Page 129 and 130: TOTAL share over the last 18 months
Page 131 and 132: Dividend payment on Stock Certifica
Page 133 and 134: • were repurchased under the auth
Page 135 and 136: These transactions may be carried o
Page 137 and 138: Shareholders Relationship between T
Page 139 and 140: The holdings of the principal share
Page 141 and 142: Shareholders Estimate of capital di
Page 143 and 144: The above-mentioned French forms ar
Page 145 and 146: • • • • On November 18 and
Page 147 and 148: 2006 Calendar February 15 Results f
Page 149 and 150: Financial information Historical fi
Page 151 and 152: Additional information Financial in
Page 153 and 154: General information Share capital p
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• Authority to grant restricted e
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Potential capital as of December 31
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General information Articles of inc
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Shareholders’ Meetings Notices of
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Documents on display The documents
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Statutory auditors’ report on the
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Consolidated statement of income TO
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Consolidated statement of cash flow
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Notes to the consolidated financial
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The cost of employee-reserved capit
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K. Impairment of long-lived assets
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Crude oil costs include raw materia
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Fair value option In June 2005, the
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A. Information by business segment
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Appendix 1 - Consolidated financial
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C. Adjusting items by business segm
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7. Other income and other expense A
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RECONCILIATION BETwEEN PROVISION FO
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12. Equity affiliates: investments
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14. Other non-current assets Append
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Capital increase reserved for Group
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The Group expects to contribute 371
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19. Other non-current liabilities A
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(in millions of euros) TOTAL CAPITA
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Impact on net income Appendix 1 - C
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23. Commitments and contingencies A
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B. TOTAL share purchase plan Append
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25. Payroll and staff Appendix 1 -
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B. Financial instruments related to
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Management of short-term interest r
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31. Other information A. Research a
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The consolidated balance sheet and
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Note 32.6: IFRS restatements with a
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Fixed assets Component Impairment o
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Fixed assets Component Impairment o
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 232 • Cha
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Changes in liquids reserves Appendi
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Changes in liquids and gas reserves
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Costs incurred in oil and gas prope
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Standardized measure of discounted
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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Statutory auditors’ report on the
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Summary balance sheet at December 3
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Other five-year financial data TOTA
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Employment and environmental inform
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4) Compensation TOTAL - Registratio
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Environment Pursuant to French Law
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Five-year consolidated financial in
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10. CAPITAL RESOURCES 10.1. Informa
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TOTAL S.A. Registered Offi ce: 2, p
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Registration Document 2005 - Total.com

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