Registration document 2007 - Total.com
Registration document 2007 - Total.com
Registration document 2007 - Total.com
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5<br />
May 3:<br />
106<br />
Corporate Governance<br />
Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code)<br />
• Strategic outlook for the Gas & Power division;<br />
• Earnings for the first quarter 2006 and information on<br />
adjustments under IFRS to the 2004 accounts;<br />
• Preparation for the shareholders’ meeting;<br />
• Presentation on new legal provisions related to transactions<br />
carried out by Company officers involving Company shares.<br />
July 18:<br />
• Strategic outlook for the Exploration & Production division;<br />
• Update on CEPSA developments;<br />
• Estimated earnings for the second quarter and first half 2006;<br />
• Award of stock options and restricted share grants.<br />
September 5:<br />
• Strategic outlook for the Refining & Marketing division;<br />
• Presentation of final earnings for the first half 2006 and mid-<br />
2006 outlook;<br />
• Presentation of the Jubail (Saudi Arabia) refinery construction<br />
project.<br />
November 7:<br />
• Group strategy and five-year plan;<br />
• Earnings for the third quarter 2006;<br />
• Distribution of an interim dividend.<br />
Audit Committee<br />
The Audit Committee’s role is to assist the Board of Directors in<br />
ensuring effective internal financial control and oversight and<br />
appropriate disclosure to shareholders and the financial markets.<br />
The Audit Committee’s duties include:<br />
• Re<strong>com</strong>mending the appointment of independent auditors,<br />
their <strong>com</strong>pensation and ensuring their independence;<br />
• Establishing the rules for the use of independent auditors for<br />
non-audit services;<br />
TOTAL – <strong>Registration</strong> Document 2006<br />
• Examining the accounting policies used to prepare the<br />
financial statements, examining the parent <strong>com</strong>pany annual<br />
financial statements and the consolidated annual, semiannual,<br />
and quarterly financial statements prior to their<br />
examination by the Board, after regularly monitoring the<br />
financial situation, cash flow statement and obligations of the<br />
Company;<br />
• Reviewing the implementation of internal control procedures<br />
and the evaluation of their effectiveness with the assistance of<br />
the internal audit department;<br />
• Reviewing the creation and activities of the disclosure<br />
<strong>com</strong>mittee, including reviewing the conclusions of this<br />
<strong>com</strong>mittee;<br />
• Approving the scope of the annual audit work of internal and<br />
external auditors;<br />
• Keeping regularly informed of <strong>com</strong>pleted audits, examining<br />
internal audit reports and other reports (independent auditors,<br />
annual report, etc.),<br />
• Examining the appropriateness of risk oversight procedures;<br />
• Examining the choice of appropriate accounting principles and<br />
methods;<br />
• Examining the Group’s policy for the use of derivative<br />
instruments;<br />
• Giving, if requested by the Board, its opinion regarding major<br />
transactions contemplated by the Group;<br />
• Annually reviewing significant litigation;<br />
• Implementing and monitoring <strong>com</strong>pliance with the Financial<br />
Code of Ethics;<br />
• Proposing to the Board, for implementation, a procedure for<br />
<strong>com</strong>plaints or concerns of employees, shareholders and<br />
others, related to accounting, internal accounting controls or<br />
auditing matters; and<br />
• Examining the procedure for booking the Group’s proved<br />
reserves.<br />
Audit Committee membership and practices<br />
The Committee is made up of at least three directors designated<br />
by the Board of Directors. Members must be independent<br />
directors.<br />
In selecting the members of the Committee, the Board pays<br />
particular attention to their financial and accounting qualifications.<br />
Members of the Committee may not be executive officers of the<br />
Company or one of its subsidiaries, nor own more than 10% of<br />
the Company’s shares, whether directly or indirectly, individually<br />
or acting together with another party.