Registration document 2007 - Total.com

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5 102 Corporate Governance Compensation of the Board of Directors and Executive Officers Executive Officer Compensation In 2006, the aggregate amount paid directly or indirectly by the French and foreign affiliates of the Company as compensation to the executive officers of TOTAL (31 individuals, members of the Management Committee and the Treasurer) as a group was 19.7 M€, including 9 M€ paid to the 7 members of the Executive Committee. Variable compensation accounted for 44.7% of the aggregate amount of 19.7 M€ paid to executive officers in 2005. The following individuals were executive officers of the Group as of December 31, 2006 (31 individuals, compared to 30 as of December 31, 2005): Management Committee Thierry DESMAREST * François CORNÉLIS * Michel BÉNÉZIT * Robert CASTAIGNE * Yves-Louis DARRICARRÈRE * Christophe de MARGERIE * Bruno WEYMULLER * Philippe BOISSEAU Alain CHAMPEAUX Pierre-Christian CLOUT Jean-Pierre CORDIER Yves-Marie DALIBARD Jean-Michel GIRES Alain GRÉMILLET François GROH Jean-Jacques GUILBAUD * Member of the Executive Committee as of December 31, 2006 TOTAL – Registration Document 2006 Peter HERBEL Ian HOWAT Jean-Marc JAUBERT Patrick de LA CHEVARDIÈRE Françoise LEROY Jean-Marie MASSET Charles MATTENET Eric de MENTEN Jean-François MINSTER Jean-Jacques MOSCONI Patrick POUYANNÉ 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 The total gross compensation paid to Mr. Thierry Desmarest for fiscal 2006 amounted to 3,199,844 euros. This compensation, set by the Board of Directors, is composed of a fixed base salary of 1,523,735 for 2006 and a variable portion, to be paid in 2007, which amounted to 1,676,109 euros. The variable portion is calculated by taking into account the Group’s return on equity during the relevant fiscal year, the Group’s earnings compared to those of other major international oil companies and the Group’s future prospects based on action taken in the year in question. Mr. Thierry Desmarest’s total gross compensation for fiscal 2005 amounted to 3,154,623 euros, composed of a fixed base salary of 1,451,235 euros and a variable portion of 1,703,388 euros paid in 2006. Mr. Desmarest does not receive any benefits in-kind.
Pensions and other commitments (Article L 225-102-1, paragraph 3, of the French Commercial Code) The Group does not have a specific pension plan for the Chairman and the Chief Executive Officer. The Chairman and the Chief Executive Officer are entitled to a retirement benefit calculated pursuant to the same formula used for all employees of TOTAL S.A. The method for calculating this benefit is determined by the National Collective Bargaining Agreement for the Petroleum Industry and is based on the annual gross compensation (including fixed and variable portions) paid to the Chairman or the Chief Executive Officer, as the case may be. The Chairman and the Chief Executive Officer are also eligible for a complementary pension plan open to all employees of the Group whose annual compensation is greater than the annual social security threshold multiplied by eight. There are no French legal or collective bargaining provisions that apply to remuneration above this social security ceiling. This complimentary pension plan is financed and managed by TOTAL S.A. to award a pension that is based on the period of employment (up to a limit of 20 years) and the portion of annual gross compensation (including fixed and variable portions) that exceeds the annual social security threshold multiplied by eight. This pension is indexed to the French Association for Complementary Pensions Schemes (ARRCO) index. As of December 31, 2006, the Group’s pension obligations related to the Chairman are the equivalent of an annual pension of 15.46% of the Chairman’s 2006 compensation. For Mr. de Margerie, the Group’s pension obligations are, as of December 31, 2006, the equivalent of an annual pension of 26.10% of his 2006 compensation. The Company also funds a life insurance policy which guarantees a payment, upon death, equal to two years’ compensation (both fixed and variable), increased to three years upon accidental death, as well as, in case of disability, a payment proportional to the degree of disability. If the Chairman or the Chief Executive Officer’s employment is terminated or his term of office is not renewed, he is eligible for severance benefits calculated according to terms of the National Corporate Governance Compensation of the Board of Directors and Executive Officers 5 Collective Bargaining Agreement for the Petroleum Industry that applies to employees of TOTAL S.A. The maximum severance benefit, based upon thirty years of employment with the Group, is equal to two times an individual’s annual pay, based upon the gross compensation (both fixed and variable) paid in the previous twelvemonth period. These severance benefits may be increased by an amount equal to an additional year’s gross pay (calculated as specified above) if the Chairman or the Chief Executive Officer enters into a non-compete agreement or, in the case of a change in control of the ownership of the Company, if termination occurs within the two-year period following the change in control. These provisions for severance benefits are not applicable if, at the time of severance or non-renewal, the Chairman or the Chief Executive Officer is eligible to receive full retirement benefits. The benefits mentioned above are considered to cover any amounts due to the Chairman or the Chief Executive Officer, as the case may be, for all functions he may have performed for the Group. If the Group terminates employment or does not renew a term of office for reason (faute grave or faute lourde), these provisions for benefits do not apply. In addition to the pension commitments described above, the Company has the following commitments to Messrs. Tchuruk and Vaillaud: • The Company has funded a complementary pension for Mr. Tchuruk related to his previous employment by the Group. After retirement, the amount paid per year to Mr. Tchuruk under this complementary pension would amount to approximately 71,150 euros, based upon calculations as of December 31, 2006. This pension is indexed to the ARRCO index. • The Company has funded a complementary pension for Mr. Vaillaud related to his previous employment by the Group. Mr. Vaillaud receives an annual complementary pension of approximately 137,450 euros, based upon calculations as of December 31, 2006. This pension is indexed to the ARRCO index TOTAL – Registration Document 2006 103
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Registration Document 2006
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Registration Document 2006 This is
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Key figures Selected financial info
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116,842 Key figures Operating and m
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Refined product sales including Tra
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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 For the full year 2006,
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Presentation of production activiti
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Europe Business overview Exploratio
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Africa TOTAL has been present in Af
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this zone through its subsidiaries
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North America Since 2004, TOTAL has
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Trinidad & Tobago TOTAL holds a 30%
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TOTAL also has a 50% interest in th
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Europe TOTAL’s production in Euro
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K6-GT platform, in anticipation of
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The Group also holds a 20% interest
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Gas & Power The Gas & Power divisio
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Asia Pacific The Hazira re-gasifica
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In Morocco, Temasol, in which TOTAL
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Refining & Marketing As of December
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Refined products The table below se
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capacity oil recycling plant in Fra
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In 2006, the principal market bench
Page 53 and 54: Base Chemicals TOTAL’s Base Chemi
Page 55 and 56: Specialties TOTAL’s Specialties s
Page 57 and 58: Investments Main investments made o
Page 59 and 60: Property, Plant and Equipment TOTAL
Page 61 and 62: Board of Directors Executive Commit
Page 63 and 64: Management Report of the Board of D
Page 65 and 66: Market environment 2006 2005 2004 E
Page 67 and 68: Upstream results Liquids and gas pr
Page 69 and 70: Downstream results For the full yea
Page 71 and 72: Liquidity and capital resources Lon
Page 73 and 74: Research and development Research a
Page 75 and 76: Trends and outlook Outlook Since th
Page 77 and 78: Risk Factors Market risks p. 76 •
Page 79 and 80: The Group has implemented strict po
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: TOTAL, like other major internation
Page 91 and 92: Insurance and risk management Organ
Page 93 and 94: Corporate Governance Board of Direc
Page 95 and 96: Daniel Bouton 56 years old. Inspect
Page 97 and 98: Bertrand Jacquillat 62 years old. A
Page 99 and 100: Michel Pébereau 64 years old. Hono
Page 101 and 102: Management General Management On Ma
Page 103: Corporate Governance Compensation o
Page 107 and 108: Within this framework, the Board’
Page 109 and 110: Members of the Audit Committee may
Page 111 and 112: Messrs. Bouton, Collomb, Desmarais,
Page 113 and 114: establishes and maintains procedure
Page 115 and 116: Employees, Share Ownership, Stock O
Page 117 and 118: Corporate Governance Employees, Sha
Page 119 and 120: TOTAL stock options Corporate Gover
Page 125 and 126: Restricted share plans as of Decemb
Page 127 and 128: TOTAL and its shareholders Listing
Page 129 and 130: Four-for-one stock split The Genera
Page 131 and 132: Information Summary TOTAL and its s
Page 133 and 134: Dividends Dividend policy In accord
Page 135 and 136: Share buybacks The General Meeting
Page 137 and 138: Summary table of transactions compl
Page 139 and 140: cancels and replaces the unused por
Page 141 and 142: which was approved by the French Co
Page 143 and 144: Shareholder structure Distribution
Page 145 and 146: Non-resident individual taxpayers e
Page 147 and 148: The Committee also worked on the co
Page 149 and 150: 2007 Calendar February 14 Results f
Page 151 and 152: Financial information Historical fi
Page 153 and 154: Additional information Financial in
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General information Share capital p
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Pursuant to this authorization, the
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Potential capital as of December 31
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General information Share capital J
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Directors’ Charter and Committees
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Other matters Employee incentives a
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Information on holdings General inf
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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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On February 13, 2007, the Board of
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G. Earnings per share Earnings per
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equal to the market price. For unli
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The net periodic pension cost is re
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(iii) Portion of intangible assets
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A. Information by business segment
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Appendix 1 - Consolidated financial
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ADJUSTMENTS TO OPERATING INCOME 200
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In 2006, gains and losses on sales
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Property, plant and equipment prese
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14) Other non-current assets As of
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The variation of the weighted-avera
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18) Employee benefits obligations P
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The components of the net periodic
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20) Financial debt and related fina
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Impact on net income The amount of
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23) Commitments and contingencies A
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Other guarantees given Non-consolid
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25) Payroll and staff For the year
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The classification by strategy and
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B) Financial instruments related to
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29) Market risks Oil and gas market
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As a result of its policy for manag
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3) The Group has recorded provision
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53.2% 95.7% Elf Aquitaine 99.5% 100
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Oil and gas reserves p. 238 • 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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Appendix 2 - Supplemental oil and g
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Other information Accounting for ex
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Appendix 3 - TOTAL S.A. Special aud
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(Free translation of a French langu
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Balance Sheet (TOTAL S.A.) Appendix
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Statement of changes in Shareholder
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2) Property, plant and equipment As
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6) Shareholders’ equity A) Common
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7) Contingency reserves As of Decem
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11) Translation adjustment The appl
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20) Commitments As of December 31 (
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TOTAL share purchase options plans
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Appendix 3 - TOTAL S.A. Parent comp
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List of marketable securities held
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Distribution of earnings 2006 Net d
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Social and environmental informatio
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AVERAGE COMPENSATION PER MONTH - TO
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Environment Pursuant to French law
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Consolidated financial information
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European Cross Reference List 10. C
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TOTAL S.A. Registered Office: 2, pl
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Registration document 2007 - Total.com

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