Registration document 2007 - Total.com

Within this framework, the Board’s duties and responsibilities
include, but are not limited to, the following:
• Appointing the officers responsible for managing the Company
and supervises their actions;
• Defining the Company’s strategic orientations and, more
generally, those of the Group;
• Considering major transactions to be pursued by the Group;
• Receiving information on significant events related to the
Company’s affairs;
• Monitoring the quality of information supplied to shareholders
and the financial markets through the financial statements that
it approves and the annual report, or when major transactions
are conducted;
• Convening and setting the agenda for shareholders meetings;
• Preparing, for each year, a list of the directors it deems to be
independent under generally recognized corporate
governance criteria; and
• Conducting audits and investigations as it may deem
appropriate.
The Board, with the assistance of its specialized committees
where appropriate, ensures the following:
• That authority within the Company has been properly
delegated before it is exercised, and that the various entities
of the Company respect the authority, duties and
responsibilities they have been given;
• That no individual is authorized to both contract and
reimburse obligations of the Company without proper
supervision and control;
• That the internal audit function functions properly and that the
independent auditors are able to conduct their audits under
appropriate circumstances; and
• That the committees it has created duly perform their
responsibilities.
The Board of Directors meets at least four times a year and
additionally as circumstances may require.
Directors may participate in meetings either by being present, by
being represented by another director or via video conference (in
compliance with the technical requirements set by applicable
regulations).
Corporate Governance
Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code)
The Board may establish specialized committees, whether
permanent or ad hoc, as required by applicable legislation or as it
may deem appropriate. The Board allocates directors’ fees to
and may allocate additional directors’ fees to directors who
participate on specialized committees, within the total amount
established by the shareholders.
The Board regularly (at least every three years) conducts an
evaluation of its own practices. Each year it also discusses its
performance.
Board Meetings
The Board of Directors, in general, is convened by written notice
at least eight days in advance of a meeting. The documents
provided to inform the Board’s decisions are, when possible,
included with the convening notice or otherwise provided as
soon as possible thereafter. At each meeting, the minutes of the
preceding meeting are submitted for the approval of the Board.
The Board held seven meetings in 2006, with an average
attendance of 86.2%.
The agenda for these meetings included, but was not limited to,
the following subjects:
January 10:
• 2006 Budget;
• Chemicals segment strategy;
• Group insurance policy;
• Summary of Ethics Committee activity.
February 14:
• 2005 accounts (consolidated financial statements, parent
company accounts);
• Group finance policy;
• Presentation on the transaction with Shell related to the
exchange of interests in the gulf of Mexico offshore the
United States.
March 14:
• Evaluation of the independence of directors and discussion of
the Board’s performance;
• Remuneration of the Chairman for the year 2006;
• Approval of the Arkema spin-off and related terms;
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• Convocation of the shareholders’ meeting and approval of the
documents related to this meeting.
TOTAL – Registration Document 2006 105