Registration document 2007 - Total.com

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Corporate Governance
Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code)
b) Recommends annually to the Board the list of directors
who may be considered as “independent directors” of the
Company; and
c) Proposes methods for the Board to evaluate its
performance.
2. With respect to compensation:
a) Makes recommendations and proposals to the Board
regarding:
(i) compensation, pension and insurance plans, in-kind
benefits, and other compensation, including severance
benefits, for the Chairman or the Chief Executive Officer of
TOTAL S.A., and
(ii) awards of stock options and restricted share grants,
including specific awards to the Chairman or the Chief
Executive Officer;
b) Reviews the compensation of members of the Executive
Committee, including stock option plans, restricted share
grants and equity-based plans as well as pension and
insurance plans and in-kind benefits.
Nominating & Compensation Committee membership
and practices
The Committee is made up of at least three directors designated
by the Board of Directors.
A majority of the members must be independent directors.
Members of the Nominating & Compensation Committee may
not receive from the Company and its subsidiaries any
compensation other than:
(i) directors’ fees paid for their services as directors or as
members of the Nominating & Compensation Committee;
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 Chairman as well as a secretary, who
is a senior executive of the Company.
The Committee meets at least twice a year. The Committee
invites the Chief Executive Officer of the Company to present
recommendations.
The Chief Executive Officer may not be present during
deliberations regarding his own compensation. While maintaining
the appropriate level of confidentiality for its discussions, the
Committee may request that the Chief Executive Officer provide it
with the assistance of any senior executive of the Company
whose skills and qualifications could facilitate the handling of an
agenda item.
TOTAL – Registration Document 2006
If it deems it necessary to accomplish its duties, the Committee
may request from the Board the resources to engage external
consultants. The Committee reports on its activities to the Board
of Directors.
Nominating & Compensation Committee activity
The Committee met on January 30, July 12 and November 28 in
2006, with an average effective attendance of 88.9%. Messrs.
Bertrand Collomb, Michel Pébereau and Serge Tchuruk, each an
independent director, are the members of the committee and
Mr. Michel Pébereau serves as its Chairman.
The Committee proposed to the Board of directors the list of
directors to be recommended for appointment by the
shareholders’ meeting.
In addition to its proposals for the compensation of the Chief
Executive Officer and regarding stock options and restricted
share grants, the Committee also proposed to modify the rules
for awarding directors’ fees. This proposal was adopted by the
Board, subject to the approval of the total amount to be
distributed to directors by the shareholders’ meeting to be held
on May 11, 2007.
The Committee also proposed a policy for determining the
compensation and other advantages awarded to the Chairman
and to the Chief Executive Officer.
The Committee directed a self-evaluation of the Board and
selected the external consultancy retained to assist with this
evaluation. The self-evaluation was conducted in the fall of 2006
and confirmed that the Board of Directors had made appropriate
choices in organizing its operations. A discussion of the results of
this self-evaluation was on the agenda of the Board meeting held
on February 13, 2007.
The Committee also conducted a financial review of the
compensation of the Company’s management bodies and of the
Company’s pension and insurance plans, in preparation for the
disclosure of this information in the Company’s annual report for
2006.
Director Independence
The Committee proposed to the Board a list of independent
directors based on generally recognized corporate governance
principles. The Nominating & Compensation Committee
proposed that the Board consider a director to be independent
when that director has “no relationship, of any nature, with the
company, group or its management which could compromise the
independent exercise of his judgment”, pursuant to the AFEP-
MEDEF (French corporate associations) report of 2002.
At its meeting on February 13, 2007, the Board, acting on a
proposal from the Committee, determined that, as of December
31, 2006, the following directors were independent: