Registration document 2007 - Total.com

More documents

Recommendations

Info

5 May 3: 106 Corporate Governance Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code) • Strategic outlook for the Gas & Power division; • Earnings for the first quarter 2006 and information on adjustments under IFRS to the 2004 accounts; • Preparation for the shareholders’ meeting; • Presentation on new legal provisions related to transactions carried out by Company officers involving Company shares. July 18: • Strategic outlook for the Exploration & Production division; • Update on CEPSA developments; • Estimated earnings for the second quarter and first half 2006; • Award of stock options and restricted share grants. September 5: • Strategic outlook for the Refining & Marketing division; • Presentation of final earnings for the first half 2006 and mid- 2006 outlook; • Presentation of the Jubail (Saudi Arabia) refinery construction project. November 7: • Group strategy and five-year plan; • Earnings for the third quarter 2006; • Distribution of an interim dividend. Audit Committee The Audit Committee’s role is to assist the Board of Directors in ensuring effective internal financial control and oversight and appropriate disclosure to shareholders and the financial markets. The Audit Committee’s duties include: • Recommending the appointment of independent auditors, their compensation and ensuring their independence; • Establishing the rules for the use of independent auditors for non-audit services; TOTAL – Registration Document 2006 • Examining the accounting policies used to prepare the financial statements, examining the parent company annual financial statements and the consolidated annual, semiannual, and quarterly financial statements prior to their examination by the Board, after regularly monitoring the financial situation, cash flow statement and obligations of the Company; • Reviewing the implementation of internal control procedures and the evaluation of their effectiveness with the assistance of the internal audit department; • Reviewing the creation and activities of the disclosure committee, including reviewing the conclusions of this committee; • Approving the scope of the annual audit work of internal and external auditors; • Keeping regularly informed of completed audits, examining internal audit reports and other reports (independent auditors, annual report, etc.), • Examining the appropriateness of risk oversight procedures; • Examining the choice of appropriate accounting principles and methods; • Examining the Group’s policy for the use of derivative instruments; • Giving, if requested by the Board, its opinion regarding major transactions contemplated by the Group; • Annually reviewing significant litigation; • Implementing and monitoring compliance with the Financial Code of Ethics; • Proposing to the Board, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal accounting controls or auditing matters; and • Examining the procedure for booking the Group’s proved reserves. Audit Committee membership and practices The Committee is made up of at least three directors designated by the Board of Directors. Members must be independent directors. In selecting the members of the Committee, the Board pays particular attention to their financial and accounting qualifications. Members of the Committee may not be executive officers of the Company or one of its subsidiaries, nor own more than 10% of the Company’s shares, whether directly or indirectly, individually or acting together with another party.
Members of the Audit Committee may not receive from the Company and its subsidiaries, whether directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as Directors or as members of the Audit Committee or, if applicable, another committee of the Board; and (ii) compensation and pension benefits related to prior employment by the Company which are not dependant upon future work or activities. The Committee appoints its own Chairman. The Chief Financial Officer serves as the Committee secretary. The Committee meets at least four times a year to examine the consolidated annual and quarterly financial statements. The Audit Committee may meet with the Chairman or the Chief Executive Officer, perform inspections and consult with managers of operating or non-operating departments, as may be useful in performing its duties. The Committee meets with the independent auditors and examines their work, and may do so without management being present. If it deems it necessary for the accomplishment of its mission, the Committee may request from the Board the means and resources to make use of outside assistance. The Committee submits written reports to the Board of Directors regarding its work. In 2006, the members of the Committee were Mr. Jacques Friedmann, who served as chairman, until May 12, 2006, when he was succeeded by Mr. Antoine Jeancourt-Galignani, and Messrs, Bertrand Jacquillat and Thierry de Rudder, each of whom is an independent director. The Committee is chaired by Mr. Antoine Jeancourt-Galignani, who was appointed Audit Committee financial expert by the Board at its meeting on September 5, 2006. As of December 31, 2006, the members of the Committee had served as directors of TOTAL S.A. for twelve, ten and seven years, respectively. Audit Committee activity The Audit Committee met six times in 2006, with an effective attendance rate of 100%. At its meeting on February 13, the Committee reviewed the fourth quarter 2005 accounts as well as the annual consolidated earnings report for the Group and the statutory accounts of TOTAL S.A., the parent company, for 2005. It interviewed the independent auditors and reviewed a report presented by the head of internal audit concerning internal audit activity in 2005. Corporate Governance Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code) At its meeting on April 7, the Committee considered deferred income tax accounting principles as related to the consolidated financial statements, the Group’s industrial safety policy (presented by the Head of the Industrial Safety Department), and reviewed the U.S. GAAP consolidated financial statements for 2005. At this meeting, the Committee also received an update, including a presentation from the independent auditors, on the implementation of the internal financial control provisions of the Sarbanes-Oxley act. The Committee met on May 2 to review the first quarter consolidated accounts and the trading activity of the Gas & Power division. In the second half of 2006, at its meeting on August 2, the Committee designated its Chairman and its financial expert. It also reviewed the accounts for the second quarter and the first half 2006. On September 27, the Committee received another update, with the participation of the independent auditors, on the Group’s Sarbanes-Oxley implementation. It also reviewed petroleum products trading activity and the management of pension obligations. At its November 6 meeting, the Committee reviewed the third quarter accounts and the budgeted and anticipated fees of independent auditors. Each quarter, the Committee reviewed the financial condition of the Group and a presentation by the head of the internal audit of internal audit activity. Nominating & Compensation Committee The principal objectives of this Committee are to: • Recommend to the Board of Directors the persons that are qualified to be appointed as Directors or corporate officers and to prepare the corporate governance rules and regulations that are applicable to the Company; and • Review and examine the executive compensation policies implemented in the Group and the compensation of members of the Executive Committee, recommend the compensation of the Chief Executive Officer, and prepare any report that the Company must submit on these subjects. It performs the following specific tasks: 1. With respect to nominations: 5 a) Assists the Board in the selection of directors, corporate officers, and Directors as Committee members; TOTAL – Registration Document 2006 107
Page 1 and 2:
Registration Document 2006
Page 3 and 4:
Registration Document 2006 This is
Page 5 and 6:
Key figures Selected financial info
Page 7 and 8:
116,842 Key figures Operating and m
Page 9 and 10:
Refined product sales including Tra
Page 11 and 12:
Business overview History and strat
Page 13 and 14:
Upstream TOTAL’s Upstream segment
Page 15 and 16:
Exploration & Production Exploratio
Page 17 and 18:
Production For the full year 2006,
Page 19 and 20:
Presentation of production activiti
Page 21 and 22:
Europe Business overview Exploratio
Page 23 and 24:
Africa TOTAL has been present in Af
Page 25 and 26:
this zone through its subsidiaries
Page 27 and 28:
North America Since 2004, TOTAL has
Page 29 and 30:
Trinidad & Tobago TOTAL holds a 30%
Page 31 and 32:
TOTAL also has a 50% interest in th
Page 33 and 34:
Europe TOTAL’s production in Euro
Page 35 and 36:
K6-GT platform, in anticipation of
Page 37 and 38:
The Group also holds a 20% interest
Page 39 and 40:
Gas & Power The Gas & Power divisio
Page 41 and 42:
Asia Pacific The Hazira re-gasifica
Page 43 and 44:
In Morocco, Temasol, in which TOTAL
Page 45 and 46:
Refining & Marketing As of December
Page 47 and 48:
Refined products The table below se
Page 49 and 50:
capacity oil recycling plant in Fra
Page 51 and 52:
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 and 104: Corporate Governance Compensation o
Page 105 and 106: Pensions and other commitments (Art
Page 107: Within this framework, the Board’
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
Page 155 and 156: General information Share capital p
Page 157 and 158: Pursuant to this authorization, the
Page 159 and 160:
Potential capital as of December 31
Page 161 and 162:
General information Share capital J
Page 163 and 164:
Directors’ Charter and Committees
Page 165 and 166:
Other matters Employee incentives a
Page 167 and 168:
Information on holdings General inf
Page 169 and 170:
Statutory auditors’ report on the
Page 171 and 172:
Consolidated statement of income TO
Page 173 and 174:
Consolidated statement of cash flow
Page 175 and 176:
On February 13, 2007, the Board of
Page 177 and 178:
G. Earnings per share Earnings per
Page 179 and 180:
equal to the market price. For unli
Page 181 and 182:
The net periodic pension cost is re
Page 183 and 184:
(iii) Portion of intangible assets
Page 185 and 186:
A. Information by business segment
Page 187 and 188:
Appendix 1 - Consolidated financial
Page 189 and 190:
Page 191 and 192:
Page 193 and 194:
Page 195 and 196:
ADJUSTMENTS TO OPERATING INCOME 200
Page 197 and 198:
In 2006, gains and losses on sales
Page 199 and 200:
Page 201 and 202:
Property, plant and equipment prese
Page 203 and 204:
14) Other non-current assets As of
Page 205 and 206:
The variation of the weighted-avera
Page 207 and 208:
18) Employee benefits obligations P
Page 209 and 210:
The components of the net periodic
Page 211 and 212:
20) Financial debt and related fina
Page 213 and 214:
Page 215 and 216:
Impact on net income The amount of
Page 217 and 218:
23) Commitments and contingencies A
Page 219 and 220:
Other guarantees given Non-consolid
Page 221 and 222:
Page 223 and 224:
25) Payroll and staff For the year
Page 225 and 226:
The classification by strategy and
Page 227 and 228:
B) Financial instruments related to
Page 229 and 230:
29) Market risks Oil and gas market
Page 231 and 232:
As a result of its policy for manag
Page 233 and 234:
3) The Group has recorded provision
Page 235 and 236:
Page 237 and 238:
53.2% 95.7% Elf Aquitaine 99.5% 100
Page 239 and 240:
Oil and gas reserves p. 238 • Cha
Page 241 and 242:
Changes in liquids reserves Appendi
Page 243 and 244:
Changes in liquids and gas reserves
Page 245 and 246:
Costs incurred in oil and gas prope
Page 247 and 248:
Appendix 2 - Supplemental oil and g
Page 249 and 250:
Other information Accounting for ex
Page 251 and 252:
Appendix 3 - TOTAL S.A. Special aud
Page 253 and 254:
(Free translation of a French langu
Page 255 and 256:
Balance Sheet (TOTAL S.A.) Appendix
Page 257 and 258:
Statement of changes in Shareholder
Page 259 and 260:
2) Property, plant and equipment As
Page 261 and 262:
6) Shareholders’ equity A) Common
Page 263 and 264:
7) Contingency reserves As of Decem
Page 265 and 266:
11) Translation adjustment The appl
Page 267 and 268:
20) Commitments As of December 31 (
Page 269 and 270:
TOTAL share purchase options plans
Page 271 and 272:
Appendix 3 - TOTAL S.A. Parent comp
Page 273 and 274:
List of marketable securities held
Page 275 and 276:
Distribution of earnings 2006 Net d
Page 277 and 278:
Social and environmental informatio
Page 279 and 280:
AVERAGE COMPENSATION PER MONTH - TO
Page 281 and 282:
Environment Pursuant to French law
Page 283 and 284:
Consolidated financial information
Page 285 and 286:
European Cross Reference List 10. C
Page 288:
TOTAL S.A. Registered Office: 2, pl
show all

Registration document 2007 - Total.com

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?