Registration document 2007 - Total.com

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General information
Articles of incorporation and bylaws; Other information
Articles of incorporation and bylaws;
Other information
General information concerning the Company
Name
TOTAL S.A.
Corporate Offices
2, place de la Coupole, La Défense 6, 92400 Courbevoie
(France).
Legal form and nationality
A French société anonyme (limited liability company).
Trade Registry
542 051 180 RCS Nanterre.
EC Registration Number
FR 59 542 051 180
Charter and bylaws
On file with Maîtres Gildas Le Gonidec de Kerhalic and Frédéric
Lucet, Notaries in Paris.
APE Code (NAF)
111Z
Term
99 years from March 22, 2000, to expire on March 22, 2099
unless dissolved early or extended.
Fiscal year
From January 1 to December 31 of each year..
Company’s purpose
The direct and indirect purpose of the Company is to search for
and extract mining deposits in all countries, particularly
hydrocarbons in all forms, and to perform industrial refining,
processing and trading in the said materials as well as their
derivatives and by-products, as well as all activities relating to
production and distribution of all forms of energy, to the
chemicals sector in all of its forms and to the rubber and health
sectors.
The Company’s complete corporate purpose is set forth in Article
3 of the bylaws.
TOTAL – Registration Document 2006
Provisions of the bylaws governing the
administration and management bodies
Election of Directors and term of office
Directors are elected by the Shareholders’ Meeting for a threeyear
term up to the maximum number of directors authorized by
law (currently 18), subject to the legal provisions that allow the
term to be extended until the next shareholders’ meeting called
to approve the financial statements for a fiscal year.
In addition, one director representing the employee shareholders
is also elected by the shareholders’ meeting for a three-year term
from a list of at least two candidates pre-selected by the
employee shareholders under the conditions stipulated by the
laws, regulations and bylaws in force. However, his term shall
expire automatically once this Director is no longer an employee
or a shareholder. The Board of Directors may meet and conduct
valid deliberations until the date his replacement is named.
Age limit for Directors
On the closing date of each fiscal year, the number of individual
Directors over the age of 70, whether they are serving in their
own name or as a permanent representative of a legal entity, may
not be greater than one-third of the directors in office. If this
percentage is exceeded, the oldest Board member is
automatically considered to have resigned.
Minimum interest in the Company held by Directors
Each Director (other than the Director representing the employee
shareholders) must own at least one thousand shares of stock
during his term of office. If he ceases to own the number of
shares required, he may, however, correct his situation subject to
the conditions set by law.
The Director representing the employee shareholders must hold,
during his term of office, either individually or through a Company
Savings Plan (Fonds Commun de Placement d’Entreprise -
FCPE) governed by Article L 214-40 of the French Monetary and
Finance Code, at least one share or a number of units in said
fund equivalent to at least one share.
Majority rules for Board meetings.
Decisions are adopted by a majority vote of the Directors present
or represented. In the event of a tie vote, the Chairman shall cast
the deciding vote.