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Registration document 2007 - Total.com

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establishes and maintains procedures designed to ensure the<br />

quality and accuracy of external <strong>com</strong>munications intended for the<br />

public and financial markets.<br />

At the profit center and subsidiary level, daily control operations<br />

are organized around the principal operational processes:<br />

exploration and reserves, capital expenditures, production and<br />

sales, oil trading, purchasing, inventories, payroll, and cash<br />

management. These processes are adapted to the petroleum<br />

industry in which the Group operates, while respecting the COSO<br />

framework.<br />

Documentation and <strong>com</strong>munication of internal control<br />

procedures<br />

Internal control procedures are defined at each of the three<br />

operating levels: general rules at the Group level; sector specific<br />

procedures at the business segment level; and more specific<br />

procedures at the profit center and subsidiary level. These<br />

procedures are circulated in memorandum, and are also available<br />

on the intranet sites of the Group and, where applicable, the<br />

business segments.<br />

The principal procedures established at the Group level cover<br />

acquisitions and disposals, capital expenditures, financing and<br />

cash management, budget management and financial reporting.<br />

The procedures for the business segments primarily concern<br />

management supervision specific to each sector. At the profit<br />

center and subsidiary level, the principles of the Group’s overall<br />

framework are implemented through the creation of specific<br />

procedures adapted to the size and context of operations.<br />

TOTAL has established <strong>document</strong>ed disclosure controls and<br />

procedures.<br />

In 2006, the Group continued its efforts to <strong>document</strong>, establish<br />

and evaluate internal control over financial reporting to <strong>com</strong>ply<br />

with the requirements of Section 404 of the Sarbanes-Oxley act<br />

(which applies to the Company for the first time as of the end of<br />

the financial year 2006).<br />

Internal control supervision<br />

Together, the holding <strong>com</strong>pany, each business segment and the<br />

profit centers and subsidiaries are responsible for supervising<br />

internal control by monitoring the elements assigned to each of<br />

them.<br />

Internal control audits are primarily conducted by the Group audit<br />

department, which reports to the Executive Committee through<br />

the president of the Strategy & Risk Management department.<br />

An audit work schedule is set annually in cooperation with the<br />

independent auditors, who also perform internal control audits<br />

integrated, as they deem appropriate, with their audit of the<br />

annual financial statements.<br />

The reports from these audits are periodically summarized and<br />

presented to the Audit Committee and the Board of Directors.<br />

Corporate Governance<br />

Report of the Chairman of the Board of Directors (Article L 225-37 of the French Commercial Code)<br />

The independent auditors also report their observations to the<br />

Audit Committee as part of their duties.<br />

5<br />

In 2006, the Group audit department employed 75 professionals<br />

and conducted 207 audits. A representative of this department<br />

also attended all meetings of the Audit Committee.<br />

The Group’s management is responsible for maintaining and<br />

evaluating internal control over financial reporting. In this context,<br />

the Group conducted an evaluation of the levels of awareness<br />

and the quality of execution of the Group’s internal control<br />

procedures, based on the COSO framework, covering the<br />

principal entities of the Group. The Group, with the assistance of<br />

its principal entities and the Group audit department as<br />

coordinated by the Internal Control Compliance Officer, also<br />

examined and evaluated the design and effectiveness of the key<br />

operational, information systems and financial controls related to<br />

internal control over financial reporting. On the basis of this<br />

internal evaluation, the Group’s management concluded that they<br />

had reasonable assurance that internal control over financial<br />

reporting was effective.<br />

For the year 2006, the independent auditors evaluated the<br />

implementation of the Group’s internal control framework and the<br />

design and execution at its principal entities of the Group’s key<br />

internal controls over financial reporting. Based on the work<br />

performed, the independent auditors declared that they had no<br />

<strong>com</strong>ments on the information and conclusions related to this<br />

subject presented in this report.<br />

This report, which has been prepared with the assistance of the<br />

relevant administrative department of the Company, has been<br />

presented to the Board of Directors.<br />

Paris, La Défense, February 14, <strong>2007</strong><br />

Thierry Desmarest<br />

Chairman of the Board of Directors<br />

TOTAL – <strong>Registration</strong> Document 2006 111

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