Committees of the Board of Directors

The unabridged version of the rules of procedure of the Committees of the Board of Directors is available herein, followed by the composition of each Committee.

Audit Committee

The rules of procedure of the Audit Committee were modified in 2014 to permit the appointment of a director representing the employee shareholders or employees. The unabridged version of the rules of procedure of the Audit Committee, as approved by the Board of Directors on July 29, 2014, is available herein.

Rules of procedure (unabridged version)

The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Audit Committee (hereafter, the “Committee”).

The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.

DUTIES

To allow the Board of Directors of TOTAL S.A. to ensure that internal control is effective and that published information available to shareholders and financial markets is reliable, the duties of the Committee include:

  • recommending the appointment of statutory auditors and their compensation, ensuring their independence and monitoring their work;
  • establishing the rules for the use of statutory auditors for non-audit services and verifying their implementation;
  • supervising the audit by the statutory auditors of the Company’s statutory financial statements and Consolidated Financial Statements;
  • examining the assumptions used to prepare the financial statements, assessing the validity of the methods used to handle significant transactions and examining the Company’s statutory financial statements and consolidated annual, semi-annual, and quarterly financial statements prior to their examination by the Board of Directors, after regularly monitoring the financial situation, cash position and commitments included in the annual financial statements of the Company;
  • supervising the implementation of internal control and risk management procedures and their effective application, with the assistance of the internal audit department;
  • supervising procedures for preparing financial information;
  • monitoring the implementation and activities of the disclosure committee, including reviewing the conclusions of this committee;
  • reviewing the annual work program of internal and external auditors;
  • receiving information periodically on completed audits and examining annual internal audit reports and other reports (statutory auditors, annual report, etc.);
  • reviewing the choice of appropriate accounting principles and methods used to prepare the Company’s consolidated and statutory financial statements and ensuring the continuity of the methods;
  • reviewing the Group’s policy for the use of derivative instruments;
  • reviewing, if requested by the Board of Directors, major transactions contemplated by the Group;
  • reviewing significant litigation annually;
  • implementing and monitoring compliance with the financial code of ethics;
  • proposing to the Board of Directors, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal control or auditing matters, and monitoring the implementation of this procedure;
  • where applicable, reviewing significant transactions of the Group during which a conflict of interest may have occurred; and
  • reviewing the procedure for booking the Group’s proved reserves.

COMPOSITION

The Committee is made up of at least three directors designated by the Board of Directors from among the independent directors.

The director representing the employee shareholders or a director representing the employees may also be appointed as members of the Audit Committee by the Board of Directors.

Members of the Committee may not be executive directors (dirigeants mandataires sociaux) of the Company or one of its subsidiaries, nor own more than 10% of the Company’s shares, whether directly or indirectly, individually or acting together with another party.

In selecting the members of the Committee, the Board of Directors pays particular attention to their independence and their financial and accounting qualifications.

The Board of Directors appoints one of the members of the Committee to serve as the “financial expert” on the Committee.

Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the Committee, or, if applicable, as members of another committee of the Company’s Board; and (ii) compensation and pension benefits

The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director.

However, the Board of Directors can change the composition of the Committee at any time.

ORGANIZATION OF ACTIVITIES

The Committee appoints its Chairman, who must be selected from the independent directors on the said Committee. The appointment or renewal of the appointment of the Committee Chairman is submitted to the Board of Directors following consultation with the Governance and Ethics Committee. The Committee appoints its Secretary, who may be the Chief Financial Officer of the Company.

The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.

The Committee meets at least seven times each year: each quarter to review the statutory financial statements of TOTAL S.A., the annual and quarterly Consolidated Financial Statements, and at least three other times a year to review matters not directly related to the review of the quarterly financial statements.

The Committee may also meet at the request of its Chairman, at least one half of its members, the Chairman and Chief Executive Officer, and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman of the Board of Directors or the Chief Executive Officer.

The Committee Chairman prepares the schedule of its meetings.

At each committee meeting where the quarterly financial statements are reviewed, the Group’s Chief Financial Officer presents the consolidated and statutory financial statements of TOTAL S.A. as well as the Group’s financial position and, in particular, its liquidity, cash flow and debt
situation. A memo describing the Company’s risk exposure and off-balance sheet commitments is communicated to the Audit Committee. This review of the financial statements includes a presentation by the statutory auditors underscoring the key points observed.

As part of monitoring the efficiency of the internal control and risk management systems, the Committee is informed of the work program of the Group Internal Control and Audit Department and its organization, on which it may issue an opinion. The Committee also receives a summary
of the internal audit reports, which is presented at each committee meeting where the quarterly financial statements are reviewed. The risk management processes implemented within the Group and updates to them are presented regularly to the Audit Committee.

The Committee may meet with the Chairman and Chief Executive Officer and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman of the Board of Directors, the Chief Executive Officer and, if applicable, any Deputy Chief Executive Officer of the Company, and perform inspections and consult with managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the Committee gives prior notice of such meeting to the Chairman and Chief Executive Officer and, if the functions of Chairman of the Board of Directors and Chief Executive Officer are separate, both the Chairman of the Board of Directors and the Chief Executive Officer. In particular, the Committee is authorized to consult with those involved in preparing or auditing the financial statements (Chief Financial Officer and principal Finance Department managers, Audit Department, Legal Department) by asking the Company’s Chief Financial Officer to call them to a meeting.

The Committee consults with the statutory auditors and, at least once a year, without any Company representative being present. If it is informed of a substantial irregularity, it recommends that the Board of Directors take all appropriate action.

If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to contract external consultants.

The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of members is present at the meeting.

The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal.

A written summary of Committee meetings is drawn up.

REPORT

The Committee submits written reports to the Board of Directors regarding its work.

It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance.

Members of the Audit Committee in 2014

As of December 31, 2014, the Committee had four members.

The Committee consists of Mses. Barbizet and Coisne-Roquette and Messrs. Keller and Lamarche.

With the exception of the director representing the employee shareholders (Mr. Keller), all members of the Committee are independent directors (see point 1.8. below). Their careers attest to their possession of acknowledged expertise in the financial and accounting fields (see point 1.1. above).

The Committee is chaired by Ms. Barbizet.

At its meeting on July 28, 2011, the Board of Directors decided to appoint Ms. Barbizet to serve as the Audit Committee “financial expert” based on a recommendation by the Audit Committee.

A summary of the Committee’s activities in 2014 is provided in point 1.6.1. below.

Compensation Committee

The unabridged version of the rules of procedure of the Compensation Committee, as approved by the Board of Directors on February 9, 2012, is available herein.

Rules of procedure (unabridged version)

The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Compensation Committee (hereafter, the “Committee”).

The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.

The Committee is focused on:

  • examining the executive compensation policies implemented by the Group and the compensation of members of the Executive Committee;
  • evaluating the performance and recommending the compensation of each executive director; and
  • preparing reports which the Company must present in these areas.

DUTIES

The Committee’s duties include:

  1. examining the main objectives proposed by the Company’s general management regarding compensation of the Group’s executive officers, including stock option and restricted share grant plans and equity-based plans, and advising on this subject;
  2. presenting recommendations and proposals to the Board of Directors concerning:
    • compensation, pension and life insurance plans, in-kind benefits and other compensation (including severance benefits) for the executive directors of the Company; in particular, the Committee proposes compensation structures that take into account the Company’s strategy, objectives and earnings and market practices;
    • stock option and restricted share grants, particularly grants of restricted shares to the executive directors;
  3. examining the compensation of the members of the Executive Committee, including stock option and restricted share grant plans and equity-based plans, pension and insurance plans and in-kind benefits;
  4. preparing and presenting reports in accordance with these rules of procedure;
  5. examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;
  6. preparing recommendations requested at any time by the Chairman of the Board of Directors or the general management of the Company regarding compensation.

COMPOSITION

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 Compensation Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment by the
Company, or another Group company, which are not dependent upon future work or activities.

The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director.

However, the Board of Directors can change the composition of the Committee at any time.

ORGANIZATION OF ACTIVITIES

The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.

The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.

The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members.

The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations. Neither the Chairman nor the Chief Executive Officer may be present during the Committee’s deliberations regarding his own situation. If the Chairman of the Board is not the Chief Executive Officer of the Company, the Chief Executive Officer may not be present
during the Committee’s deliberations regarding the situation of the Chairman of the Board.

While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer to be assisted by any senior executive of the Company whose skills and qualifications could facilitate the handling of an agenda item.

If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to contract external consultants.

The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting.

The Committee can adopt proposals intended for the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal.

A written summary of Committee meetings is drawn up.

REPORT

The Committee reports on its activities to the Board of Directors.

At the request of the Chairman of the Board, the Committee examines all draft reports of the Company regarding compensation of the executive officers or any other issues relevant to its area of expertise.

Members of the Compensation Committee in 2014

As of December 31, 2014, the Compensation Committee was made up of four members as a result of Mr. Desmarest’s withdrawal from this Committee at the time of his appointment as Chairman of the Board of Directors.

The Committee’s members are Ms. Coisne-Roquette and Messrs. Artus, Brock and Pébereau. Mr. Pébereau chairs the Committee. 75% of the Committee members are independent directors, given that the Board of Directors considers Ms. Coisne-Roquette and Messrs. Artus and Brock to be independent (see point 1.8. below).

As Mr. Pébereau did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Compensation Committee, following the Shareholders’ Meeting of May 29, 2015, will consist of Ms. Coisne-Roquette and Messrs. Brock et Artus, all three being independent directors.

A summary of the Committee’s activities in 2014 is provided in point 1.6.2. below.

The Governance and Ethics Committee

The unabridged version of the rules of procedure of the Governance and Ethics Committee, as approved by the Board of Directors on March 27, 2013, is available herein.

Rules of procedure (unabridged version)

The Board of Directors of TOTAL S.A. (hereafter referred to as the “Company” and, collectively with all its direct and indirect subsidiaries, as the “Group”) has approved the following rules of procedure of the Company’s Governance and Ethics Committee (hereafter, the “Committee”).

The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.

The Committee is focused on:

  • recommending to the Board of Directors the persons that are qualified to be appointed as directors, so as to guarantee the scope of coverage of the Directors’ competencies and the diversity of their profiles;
  • recommending to the Board of Directors the persons that are qualified to be appointed as executive directors;
  • preparing the Company’s corporate governance rules and supervising their implementation; and
  • ensuring compliance with ethics rules and examining any questions related to ethics and situations of conflicting interests.

DUTIES

The Committee’s duties include:

  1. presenting recommendations to the Board for its membership and the membership of its committees, and the qualification in terms of independence of each candidate for Directors’ positions on the Board of Directors;
  2. proposing annually to the Board of Directors the list of directors who may be considered as “independent directors”;
  3. examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;
  4. assisting the Board of Directors in the selection and evaluation of the executive directors and examining the preparation of their possible successors, including cases of unforeseeable absence;
  5. recommending to the Board of Directors the persons that are qualified to be appointed as directors;
  6. recommending to the Board of Directors the persons that are qualified to be appointed as members of a Committee of the Board of Directors;
  7. proposing methods for the Board of Directors to evaluate its performance, and in particular preparing means of regular self-assessment of the workings of the Board of Directors, and the possible assessment thereof by an external consultant;
  8. proposing to the Board of Directors the terms and conditions for allocating directors’ fees and the conditions under which expenses incurred by the directors are reimbursed;
  9. developing and recommending to the Board of Directors the corporate governance principles applicable to the Company;
  10. preparing recommendations requested at any time by the Board of Directors or the general management of the Company regarding appointments or governance;
  11. examining the conformity of the Company’s governance practices with the recommendations of the Code of Corporate Governance adopted by the Company;
  12. supervising and monitoring implementation of the Company’s ethics and compliance program and, in this respect, ensuring that the necessary procedures for updating the Group’s Code of Conduct are put in place and that this code is disseminated and applied;
  13. examining any questions related to ethics and situations of conflicting interests;
  14. examining changes in the duties of the Board of Directors.

COMPOSITION

The Committee is made up of at least three directors designated by the Board of Directors. At least one half of the members must be independent directors.

Members of the Governance and Ethics Committee, other than the Company’s executive directors, 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 Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment
by the Company, or another Group company, which are not dependent upon future work or activities.

The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director.

However, the Board of Directors can change the composition of the Committee at any time.

ORGANIZATION OF ACTIVITIES

The Committee appoints its Chairman and its secretary. The secretary is a Company senior executive.

The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.

The Committee meets at least twice a year. It meets on an as-needed basis through notice by its Chairman or by one-half of its members.

The Committee invites the Chairman of the Board or the Chief Executive Officer of the Company, as applicable, to present recommendations. The executive directors, whether they are members of the Committee or invited to its meetings, may not be present at deliberations concerning their own situation.

While maintaining the appropriate level of confidentiality for its discussions, the Committee may request from the Chief Executive Officer to be assisted by any senior executive of the Company whose skills and qualifications could facilitate the handling of an agenda item.

The Chairman of the Group Ethics Committee, who reports to the Chief Executive Officer, may appear before the Governance and Ethics Committee at any time. He reports to this Committee each year on his activities and on the results of the ethics program implemented by the Company.

If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to contract external consultants.

The proposals made by the Committee to the Board of Directors are adopted by a majority of the members present at the Committee meeting. The Chairman of the Committee casts the deciding vote if an even number of Committee members is present at the meeting.

The Committee can make proposals to the Board of Directors without meeting if all the members of the Committee so agree and sign each proposal.

A written summary of Committee meetings is drawn up.

REPORT

The Committee reports on its activities to the Board of Directors.

Members of the Governance and Ethics Committee in 2014

As of December 31, 2014, the Governance and Ethics Committee had six members.

The Committee’s members are Mses. Kux and Idrac and Messrs. Artus, Brock, Collomb and Desmarest. The Committee is chaired by Mr. Desmarest.

Two-thirds of the Committee members are independent directors, given that the Board of Directors considers Mses. Kux and Idrac and Messrs. Artus and Brock to be independent (see point 1.8. below).

As Mr. Collomb did not request the renewal of his directorship at the Shareholders’ Meeting of May 29, 2015, the Governance and Ethics Committee will have five members following the Shareholders’ Meeting of May 29, 2015.

A summary of the Committee’s activities in 2014 is provided in point 1.6.3. below.

Strategic Committee

The unabridged version of the rules of procedure of the Strategic Committee, as approved by the Board of Directors on April 25, 2013, is available herein.

Rules of procedure (unabridged version)

The members of the Committee are directors of the Company and therefore uphold the rules of procedure of the Board of Directors of TOTAL S.A.

DUTIES

To allow the Board of Directors of TOTAL S.A. to ensure the Group’s development, the Committee’s duties include:

  • examining the Group’s overall strategy proposed by the Company’s Chief Executive Officer;
  • examining operations that are of particular strategic importance; and
  • reviewing competition and the resulting medium and long-term outlook for the Group.

COMPOSITION

The Committee is made up of at least five directors designated by the Board of Directors.

Members of the Committee may not receive from the Company and its subsidiaries, either directly or indirectly, any compensation other than: (i) directors’ fees paid for their services as directors or as members of the Committee, or, if applicable, as members of another committee of the Company’s Board; (ii) compensation and pension benefits related to prior employment by the Company, or another Group company,
which are not dependent upon future work or activities.

The term of office of the members of the Committee coincides with the term of their appointment as director. The term of office as a member of the Committee may be renewed at the same time as the appointment as director.

However, the Board of Directors can change the composition of the Committee at any time.

ORGANIZATION OF ACTIVITIES

The Chairman of the Board of Directors of the Company chairs the Committee. The Chairman appoints the Committee secretary, who may be the Secretary of the Board of Directors.

The Committee deliberates when at least one-half of its members are present. A member of the Committee cannot be represented.

The Committee meets at least once a year and at the request of its Chairman, at least one-half of its members, or the Chief Executive Officer of the Company. The Committee Chairman prepares the schedule of its meetings.

The Chairman of the Committee may invite other directors to participate in the Committee meetings based on the meeting agenda.

The Committee may meet with the Chief Executive Officer, and, if applicable, any Deputy Chief Executive Officer of the Company and consult with managers of operating or non-operating departments, as may be useful in performing its duties. The Chairman of the Committee, if he is not the Chief Executive Officer of the Company, gives prior notice of such meeting to the Chief Executive Officer. In particular, the Committee is authorized to consult with the Vice President Strategy & Business Intelligence of the Company or the person delegated by the latter, by asking the Company’s Chief Executive Officer to call them to a meeting.

If it deems it necessary to accomplish its duties, the Committee may request from the Board of Directors the resources to contract external consultants.

A written summary of Committee meetings is drawn up.

REPORT

The Committee submits written reports to the Board of Directors regarding its work.

It periodically evaluates its performance based on these rules of procedure and, if applicable, offers suggestions for improving its performance.

Members of the Strategic Committee in 2014

As of December 31, 2014, the Strategic Committee had six members.

The Committee’s members are Mses. Barbizet, Kux and Lauvergeon and Messrs. Desmarest, Brock and Lamarche.

The Committee is chaired by Mr. Desmarest.

Two-thirds of the Committee members are independent directors, given that the Board of Directors considers Mses. Barbizet and Kux and Messrs. Brock and Lamarche to be independent (see point 1.8. below).

Ms. Lauvergeon did not request the renewal of her directorship at the Shareholders’ Meeting of May 29, 2015, and will then leave the Strategic Committee following the Shareholders’ Meeting.

At its meeting of February 11, 2015, and further to a proposal by the Governance and Ethics Committee, the Board of Directors decided that Mr. Pouyanné, Chief Executive Officer, shall become a member of the Strategic Committee, subject to the approval of his appointment as a director by the Shareholders’ Meeting of May 29, 2015.

A summary of the Committee’s activities in 2014 is provided in point 1.6.4. below.