Registration document 2007 - Total.com

Directors’ Charter and Committees of the Board of
Directors d’administration
See pages 104 to 105.
Form of Management
The Management of the Company is assumed either by the
Chairman of the Board of Directors (who then holds the title of
Chairman and Chief Executive Officer), or by another individual
appointed by the Board of Directors with the title of Chief
Executive Officer. It is the responsibility of the Board of Directors
to choose between these two forms of Management under the
majority rules described above. The management form selected
shall remain in effect until a decision to the contrary is made by
the Board of Directors.
Rights, privileges and restrictions attached to
the shares
In addition to the right to vote, each share entitles the holder to a
portion of the corporate assets, distributions of profits and
liquidation dividend which is proportional to the number of shares
issued, subject to the laws and regulations in force and the
bylaws.
With the exception of the double voting right, no privilege is
attached to a specific class of shares or to a specific class of
shareholder.
Double voting rights
Double voting rights, in relation to the portion of share capital
they represent, are granted to all fully paid-up registered shares
held continuously in the name of the same shareholder for at
least two years, and to additional registered shares allotted to a
shareholder in connection with a capital increase by capitalization
of reserves, profits or premiums on the basis of the existing
shares which entitle the shareholder to a double voting right.
Limitation of voting rights
At shareholders’ meetings, no shareholder may cast, by himself
and through his agent, on the basis of the single voting rights
attached to the shares he holds directly or indirectly and the
shares for which he holds powers, more than 10% of the total
number of voting rights attached to the Company’s shares.
However, if a shareholder holds double voting rights, this limit
may be greater than 10%, but may not exceed 20%.
These restrictions no longer apply if any individual or legal entity,
acting alone or in concert, acquires directly or indirectly at least
two-thirds of the total number of shares of the Company
following a public tender offer for all of the Company’s shares.
General information
Articles of incorporation and bylaws; Other information
Fractional rights
Whenever it is necessary to own several shares in order to
exercise a right, a number of shares less than the number
required gives the owners no rights with respect to the
Company; in such a case, shareholders are responsible for
combining the number of shares necessary.
8
Statutory allocation of profits
The net profit for the period is equal to the net income minus
general expenses and other personnel expenses, all amortization
and depreciation on the assets, and all provisions for commercial
and industrial contingencies.
From this profit, minus prior losses, if any, the following items are
deducted in the order indicated:
1) 5% to constitute the legal reserve fund, until said fund reaches
10% of the share capital;
2) the amounts set by the Shareholders’ Meeting to fund
reserves for which it determines the allocation or use;
3) the amounts that the Shareholders’ Meeting decides to retain.
The remainder is paid to the shareholders as dividends.
The Board of Directors may pay interim dividends.
The Shareholders’ Meeting held to approve the financial
statements for the fiscal year may decide to grant shareholders
an option, for all or part of the dividend or interim dividends,
between payment of the dividend in cash and payment in shares.
The Shareholders’ Meeting may decide at any time, but only on
the basis of a proposal by the Board of Directors, to make a full
or partial distribution of the amounts in the reserve accounts,
either in cash or in Company shares.
Dividends not claimed at the end of a five-year period are timebarred
to the benefit of the French government.
TOTAL – Registration Document 2006 161