CODE of CONDUCT - Total.com

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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
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