CODE of CONDUCT - Total.com

CHAIRMAN AND CEO’S MESSAGETOTAL IS A WORLD-CLASSGROUP OF OIL, GAS ANDCHEMICAL COMPANIES,WITH OPERATIONS IN MORETHAN 130 COUNTRIES ANDNEARLY 110,000 EMPLOYEES *FROM A WIDE DIVERSITYOF BACKGROUNDSAND IN A BROAD RANGEOF PROFESSIONS.As a result, our growth and long‐term viability depend on all of usembracing the ethical shared values and principles that motivate andguide our day-to-day undertakings.Expressed in our Code of Conduct, these values and principles arecritical to the success of an integrated company like ours.* Management scope at December 31, 2011.TOTAL • CODE of CONDUCT

BUSINESSPRINCIPLESTOTAL IS AN ENERGYCOMPANY WITH INDUSTRIALAND COMMERCIALOPERATIONS SPANNING OIL,GAS, POWER GENERATION,RENEWABLE ENERGIESAND CHEMICALS IN MORETHAN 130 COUNTRIES.

6 BUSINESS PRINCIPLESOUR GROWTH IS BASED ON SHAREDCORE VALUES.As a responsible industrial group, Total is committed to supportingefficient and properly managed utilization of our energy sourcesand products. We take into account the needs of today’s consumersand the interests of future generations through an active policyof environmental stewardship that is an integral part of our sustainabledevelopment strategy. We provide regular and transparent reports.These business principles are our reference point and go hand-in‐handwith the objective of continued growth, benefiting shareholders,customers and employees, and contributing to the economic and socialdevelopment of the countries where we operate.AS A GENERAL PRINCIPLE, TOTAL:Complies with all applicable laws, regulations and decisionsof the United Nations and the European Union, especially concerningthe environment, competition and employment.Is sensitive to the concerns expressed by international, European Union,governmental and non-governmental organizations in matters concerningour operations.Observes the rules of free competition.Rejects bribery and corruption in all forms, whether public or private,active or passive.Continuously upholds respect for Human Rights standards withinits sphere of activity.TOTAL • CODE of CONDUCT

BUSINESS PRINCIPLES 7TOTAL STRIVES TO UPHOLD:• The principles of the Universal Declaration of Human Rights.• The key conventions of the International Labour Organization.• The OECD Guidelines for Multinational Enterprises.• The principles of the United Nations Global Compact.SHAREHOLDERSTotal strives to earn the confidence of its shareholders, with the objectiveof providing them with a profitable investment.We regularly provide full and transparent information to all shareholdersand are attentive to their concerns, specifically through the Shareholders’Advisory Committee.We comply strictly with applicable stock exchange regulations and reportour activities accurately in our financial statements.CUSTOMERSTotal provides customers with quality products and services, andstrives at all times to offer them the best performance at competitiveprices for their particular requirements.We are attentive to our customers’ needs, continuously monitoring,assessing and improving our products, services, technologyand procedures to deliver quality, safety and innovation at every stageof the development, production and distribution process.TOTAL • CODE of CONDUCT

8 BUSINESS PRINCIPLESEMPLOYEESTotal has confidence in the loyalty, motivation, competence and senseof responsibility of its employees.We expect them to adhere to the highest standards of integrity and avoidany conflict of interest.We pay particular attention to our employees’ working conditions,respecting individuals, avoiding discrimination, and protecting their healthand safety.We include our employees in our development by encouragingthe distribution of information, dialogue and consultation.We respect their personal lives.We recruit personnel solely on the basis of our requirements andthe specific capabilities of individual applicants.We develop their professional skills and careers without discriminationregarding race, gender, or affiliation with a political, religious, or unionorganization or minority group.All employees have an annual performance review with management, atwhich objectives are set, performance assessed and career developmentdiscussed. Career development is facilitated by appropriate training.TOTAL • CODE of CONDUCT

BUSINESS PRINCIPLES 9SUPPLIERSAND SERVICE PROVIDERSTotal’s policy regarding our suppliers and our service providers is to:• Respect each party’s interests, with transparent and fairly negotiatedcontract terms.• Expect them to adhere to principles equivalent to those in ourCode of conduct.• Expect them to improve, on an ongoing basis, their Human Rightsstandards and procedures.BUSINESS PARTNERSTotal applies its Business Principles and Rules of Individual Behaviorwhenever it leads or operates a joint venture.When we do not lead or operate a venture, we require the leaderor operator to apply principles that are compatible with our BusinessPrinciples and Rules of Individual Behavior.TOTAL • CODE of CONDUCT

12 RULES OF INDIVIDUAL BEHAVIORCreating and nurturing this trust entails the observance, at all levels,of certain rules of behavior in situations that can be complex and in thecontext of potentially hazardous operations.The objective is not to anticipate and make provision for every contingencyin advance. Nevertheless, certain clear, precise principles, togetherwith an individual sense of responsibility and common sense, are a usefulreference for everyone in the Group, whatever their business activity.HEALTH, SAFETY AND THE ENVIRONMENTEmployees are responsible for ensuring that their involvement in Total’sactivities is carried out in full compliance with Group health, safety andenvironment rules and regulations.PROFESSIONAL RELATIONSHIPSEach employee is expected to be loyal and attentive to the quality of his orher relationships with colleagues, and to refrain from any act of discrimination.Every employee should try to work as part of a team.INFORMATION TECHNOLOGYAND COMMUNICATION RESOURCESTotal’s IT and communication resources are intended for professional use.Reasonable personal use may be tolerated, in line with applicablelaws and regulations.TOTAL • CODE of CONDUCT

RULES OF INDIVIDUAL BEHAVIOR 13CUSTOMER & SUPPLIER RELATIONSEmployee relations with customers and suppliers should be fair andhonest, in strict compliance with contractual undertakings and applicablelaws and regulations.The giving or receiving of gifts or entertainment should remain withinacceptable limits, having regard to what is customary and the provisionsof anti-corruption legislation.In case of doubt, employees shall obtain the approval of their management.Under no circumstances may employees solicit gifts or invitations.CONFIDENTIALITY ANDINTELLECTUAL & INDUSTRIAL PROPERTYEmployees have a duty to take the necessary steps to protectthe confidentiality of any information acquired in the course of theiremployment, of which they are merely the custodians.Employees shall not disclose confidential information, whether verbally,in writing, or electronically, unless expressly authorized to do so bytheir management.They must also observe the rules and regulations governing intellectualand industrial property.This duty remains in effect even after an employee leaves the Group.CONFLICTS OF INTERESTEmployees may encounter situations where their own personalinterest or that of persons or companies with which they have ties or linksmay conflict with the Group’s interest.TOTAL • CODE of CONDUCT

14 RULES OF INDIVIDUAL BEHAVIORIn such cases, they shall act bearing in mind the Group’s interestsand the loyalty they owe to the Group. In the event of doubt, they shouldconsult their management or the Ethics Committee.To avoid conflicts of interest, employees should not:• Acquire an interest in a competitor, supplier or customer withoutthe prior written approval of their management.• If employed on a full-time basis by the Group, exercise anyoutside professional activity without first obtaining the writtenapproval of their management.INSIDER TRADINGEmployees who have access by reason of their employment to informationthat is not public and that could affect the share price of any companyinside or outside the Group if made public, may not trade in the sharesor other securities of the company in question, either directly or throughanother person, as long as this information has not been made public.POLITICAL ACTIVITYEmployees who could be considered to represent the Group shallrefrain from political activity in countries where they are not entitledto exercise political rights and where the Group operates.In addition, employees must refrain from doing anything that wouldbe contrary to such countries’ traditions or cultures.TOTAL • CODE of CONDUCT

THE ETHICSCOMMITTEETHE ETHICS COMMITTEEREPORTS DIRECTLYTO THE CHAIRMAN ANDCHIEF EXECUTIVE OFFICER.ITS COMPOSITION,SCOPE OF WORK, ANDPROCEDURES AREDESCRIBED BELOW.

16 THE ETHICS COMMITTEECOMPOSITION AND APPOINTMENTOF COMMITTEE MEMBERSThe Ethics Committee comprises a Chairman and five other members.The Chairman and Chief Executive Officer appoints the Chairmanof the Ethics Committee. The other members are appointed,with their consent, by the Executive Committee on the recommendationof the Chairman of the Ethics Committee.The members of the Ethics Committee are Group employeeswho collectively have broad experience of the Group’s differentbusinesses and disciplines and occupy positions that guaranteethe necessary independence and freedom of judgment.Members of the Ethics Committee cannot delegate their functionsto non members of the Ethics Committee.Each Committee member is appointed for a term of four years,unless some other provision is made, to ensure a regular turnoverof Committee members.An appointment to the Ethics Committee may only be revokedby a written decision of all other Committee members.A copy of any such decision must be addressed to the Chairman andChief Executive Officer and to the Committee member concerned.TOTAL • CODE of CONDUCT

THE ETHICS COMMITTEE 17SCOPE OF WORKThe Ethics Committee, which reports to the Chairman and ChiefExecutive Officer, is responsible for general oversight of ethical issuesrelated to the Group’s activities.The Committee:• Makes recommendations to the Chairman and Chief Executive Officeron all ethical issues, whether in relation to matters on whichthe Committee has made an independent inquiry or questionsthat have been submitted to it.• Notifies the Divisions of any risk that Group activities maybe contested on ethical grounds.• Ensures that the Group’s Code of Conduct is circulated and proposesany amendments it considers necessary or appropriate.• Ensures that the procedures are in place for the Group’s employeesto become thoroughly familiar with the Code of Conduct, understandits provisions and apply them.• Assists in preparing and authorizing any specific Code of Conductthat may be necessary for a particular subsidiary.• Recommends procedures for and, at its discretion, provides repliesin the strictest confidence to any question Group employees mayhave concerning application or compliance with the Code of Conductin specific circumstances.TOTAL • CODE of CONDUCT

18 THE ETHICS COMMITTEE• Reviews, with the business units concerned, any verbal or writtencommunications relating to ethics in the Group and anycontacts related to ethics, in particular with international, EuropeanUnion, governmental and non-governmental organizations.• Reviews, with the business units concerned, repliesto any correspondence contesting the ethical standards appliedin the Group or by any subsidiary.• Advises the Group’s training departments on incorporating,where appropriate, a presentation on the Code of Conduct into trainingprograms, in particular those for new recruits and management.PROCEDURESEach Division is encouraged to inform the Ethics Committeein advance of new projects and proposed changes in an ongoingbusiness activity that could raise an ethical issue by reasonof its scope or potential impact on local communities.The Chairman of the Ethics Committee is provided with all filessubmitted to the Group Management Committee. He or she also receivesin advance copies of the agendas of all divisional managementcommittee meetings and all Risk Assessment Committee meetings.He may attend meetings of the Risk Assessment Committeeor designate another member of the Ethics Committee to attend.A copy of all correspondence addressed to any of the businessunits calling into question the Group on ethical grounds is sentto the Ethics Committee.TOTAL • CODE of CONDUCT

THE ETHICS COMMITTEE 19The Chairman and Chief Executive Officer or any employee of the Groupmay request the Ethics Committee’s advice on any ethics-relatedmatter, notably any difficulty in the practical implementation of the Codeof Conduct.The Committee, at its discretion, may address its replies exclusivelyto the persons requesting its advice. Its members may not revealthe identity of anyone requesting their advice and may not discloseinformation that would make it possible to identify them.The Committee may also consider on its own initiative any ethics-relatedmatters concerning the Group.The Committee is entitled to visit any Group facility or subsidiary.It is assisted by the Group Audit Department, with which it maintainsregular contact.Meetings of the Ethics Committee can be convened to deliberateon a given agenda by the Chairman or by a majority of its members.The Chairman of the Ethics Committee submits an annual reportto the Executive Committee and the Board of Directors.TOTAL • CODE of CONDUCT

ETHICSCHARTERTOTAL IS COMMITTEDTO GROWING ITS BUSINESSBASED ON SHARED VALUESAND COMMON PRINCIPLESTHAT CLEARLY ASSERTITS ETHICAL STANDARDSAND ACCOUNTABILITYFOR ALL ITS BUSINESSES.

22 ETHICS CHARTERTOTAL RESPECTSTHE PRINCIPLES OF FREECOMPETITION AND REJECTSANY FORM OF CORRUPTION.IT CONTINUOUSLY UPHOLDSRESPECT FOR HUMANRIGHTS STANDARDS WITHINITS SPHERE OF ACTIVITY.IT DOES NOT INTERVENEIN THE POLITICAL PROCESSESOF THE COUNTRIESIN WHICH IT OPERATES.IT IS ACTIVELY INVOLVED INENVIRONMENTAL STEWARDSHIPAS PART OF ITS CLEAR-CUTCOMMITMENT TO SUSTAINABLEDEVELOPMENT.TOTAL • CODE of CONDUCT

ETHICS CHARTER 23Total expects the Group employees to make a positive, contributionto the Group’s ethics policy, which they carry out in the courseof their daily routine. It therefore requires the Group employees to adhereto the core values and principles expressed in the Code of Conduct.In particular, this requires all Group employees:• To strictly abide by all applicable legislation and regulation.• To diligently apply the health, safety and environment rules.• To build clear and honest relationships with customers,suppliers and associates.• To ensure confidentiality of business information.• To act with loyalty and integrity towards the Group by avoiding conflictsof interest and insider trading.• To refrain from intervening in the political arena of the countries in whichthey have no civil rights.• To contribute to a positive working team environment.Christophe de MargerieChairman and Chief Executive OfficerTotal ethics process is presented on a dedicated intranet siteaccessible to the Group employees (http://ethique.corp.local)and on the corporate website (http://www.total.com).TOTAL • CODE of CONDUCT

See you atwww.total.comTOTAL S.A.Registered Office:2, place Jean Millier – La Défense 692400 Courbevoie – FranceShare capital: 5,909,418,282.50 euros542 051 180 RCS Nanterrewww.total.comDesigned and published by: Studios Menthe&Chocolat. Photo credits: All rights reserved Total: Marc Roussel. Getty Images.Printed on FSC-certified Cocoon Silk paper. Printed in France. March 2012.