Registration document 2007 - Total.com

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