Board members’ compensation

The conditions applicable to Board members’ compensation are defined by the Board of Directors on the proposal of the Compensation Committee, subject to the overall maximum amount of directors’ fees authorized by the Shareholders’ Meeting.

The overall maximum amount of directors’ fees allocated to members of the Board of Directors was set at €1.4 million per fiscal year by the Shareholders’ Meeting held on May 17, 2013.

In 2014, the overall amount of directors’ fees due to the members of the Board of Directors was €1.34 million, noting that there were fourteen directors as of December 31, 2014.

The directors’ fees for fiscal year 2014 are allocated according to a formula comprised of fixed compensation and variable compensation based on fixed amounts per meeting, which makes it possible to take into account each director’s actual attendance at the meetings of the Board of Directors and its Committees, subject to the conditions below:

  • a fixed annual amount of €20,000 is to be paid to each director (calculated on a pro rata basis in case of a change during the year), apart from the Chairperson of the Audit Committee, who is to be paid €30,000 and the other Audit Committee members, who are to be paid €25,000;
  • an amount of €5,000 per director for each Board of Directors’ meeting actually attended;
  • an amount of €3,500 per director for each Governance and Ethics Committee, Compensation Committee or Strategic Committee meeting actually attended;
  • an amount of €7,000 per director for each Audit Committee meeting actually attended;
  • a premium of €2,000 for travel from a country outside France to attend a Board of Directors’ or Committee meeting;
  • the Chief Executive Officer, or the Chairman and Chief Executive Officer if the positions are unified, does not receive directors’ fees for his work on the Board and Committees of TOTAL S.A.; and
  • the total amount paid to each director is determined after taking into consideration the director’s actual presence at each Board of Directors’ or Committee meeting and, if appropriate, after prorating the amount set for each director, such that the overall amount paid remains within the maximum limit set by the Shareholders’ Meeting.

Directors’ fees for a fiscal year are paid on the decision of the Board of Directors, following a proposal of the Governance and Ethics Committee, at the beginning of the next fiscal year. If the maximum amount authorized by the Shareholders’ Meeting is exceeded, the total amounts paid to each director are prorated.

The director representing employee shareholders, as well as the director representing employees, receive directors’ fees according to the same terms and conditions as any other director.

The table below presents the total compensation (including in-kind benefits) due and paid to each director and non-executive director (mandataires sociaux) during the last two fiscal years (Article L. 225-102-1 of the French Commercial Code, 1st and 2nd paragraphs).

Over the past two years, the directors currently in office have not received any compensation or in-kind benefits from companies controlled by TOTAL S.A.

Moreover, there is no service contract linking a director to TOTAL S.A. or any companies controlled by it which provides for benefits under such contract.

Table of directors’ fees and other compensation due and paid to non-executive directors (AMF Table No. 3)

Table of directors’ fees and and other compensation due and paid to the executive and non-executive directors (AMF table No. 3)

Table : Fiscal year endend December 31