Composition of the Board of Directors

Directors are appointed by the shareholders for a 3-year term (Article 11 of the Company’s bylaws).

In case of the resignation or death of a director between two Shareholders’ Meetings, the Board of Directors may temporarily appoint a replacement director. This appointment must be ratified by the shareholders at the next Shareholders’ Meeting. The terms of office of the members of the Board are staggered to more evenly space the renewal of appointments and to ensure the continuity of the work of the Board of Directors and its Committees.

The Board of Directors appoints the Chairman of the Board from among its members. The Board of Directors also appoints the Chief Executive Officer, who may or may not be a member of the Board.

By virtue of the provisions of French law as well as of Article 11 of the Company’s bylaws, the Board of Directors includes among its members one director representing employee shareholders and one director representing employees.

Composition of the Board of Directors as of December 31, 2014

As of December 31, 2014, the Board of Directors had fourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders, one director appointed by the Central Workers’ Council to represent employees, and twelve other directors (including seven independent directors,
see point 1.8. below).

The following individuals were members of the Board of Directors of TOTAL S.A. (information as of December 31, 2014 (1)):

 

Thierry Desmarest

Born on December 18, 1945 (French).

A graduate of École Polytechnique and an Engineer of France’s Corps des Mines engineering school, Mr. Desmarest served as Director of Mines and Geology in New Caledonia, then as technical advisor at the Offices of the Minister of Industry and the Minister of Economy. He joined TOTAL in 1981, where he held various management positions, then served as President of Exploration & Production until 1995. He served as Chairman and Chief Executive Officer of TOTAL from May 1995 until February 2007, and then as Chairman of the Board of TOTAL until May 21, 2010. He was then appointed Honorary Chairman and remained a director of TOTAL and Chairman of the TOTAL Foundation. On October 22, 2014, he was again appointed as Chairman of the Board of Directors for a term of office due to expire on December 18, 2015.

Director of TOTAL S.A. since 1995.
Last renewal: May 17, 2013 until 2016.

Chairman of the Governance and Ethics Committee,
Chairman of the Strategic Committee.

Holds 186,576 shares.

Current directorships(2)

  • Chairman of the Board of Directors of TOTAL S.A.* since
  • October 22, 2014
  • Director of L’Air Liquide*
  • Director of Renault S.A.*
  • Director of Renault S.A.S.

Directorships that have expired in the previous five years

  • Director of Bombardier Inc.* (Canada) until October 29, 2014
  • Director of Sanofi* until October 23, 2014
  • Chairman of the Board of Directors of TOTAL S.A.* until May 21, 2010
  • Member of the Supervisory Board of Areva* until March 4, 2010

 

Patrick Artus

Born on October 14, 1951 (French).

Independent director.

A graduate of École Polytechnique, the École Nationale de la Statistique et de l’Administration Économique (ENSAE) and the Institut d’études politiques de Paris, Mr. Artus began his career at INSEE (French National Institute for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE from 1982 to 1985. He was scientific adviser at the research department of the Banque de France, before joining the Natixis Group as the head of the research department, and has been a member of its Executive Committee since May 2013. He is an associate professor at the University of Paris I, Sorbonne. He is also a member of the Conseil d’analyse économique to the French Prime Minister and of the Cercle des Économistes.

Director of TOTAL S.A. since 2009.
Last renewal: May 11, 2012 until 2015.

Member of the Compensation Committee and the Governance and Ethics Committee.

Holds 1,000 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Director of IPSOS*

Directorships that have expired in the previous five years

None.

 

Patricia Barbizet

Born on April 17, 1955 (French).

Independent director.

Ms. Barbizet is the Chief Executive Officer of Artemis, the Pinault family’s investment company, Chairwoman and Chief Executive Officer of Christie’s International and Vice Chairman of the Board of Directors of Kering S.A. She joined the Pinault group in 1989 as the Chief Financial Officer. In 1992, she assisted in the creation of Artemis and became its Chief Executive Officer in the same year. In 2014, she was appointed Chief Executive Officer of Christie’s International. She was previously the Treasurer of Renault Véhicules Industriels and then Chief Financial Officer of Renault Crédit International. Ms. Barbizet is also a member of the Board of Directors of TOTAL S.A. and PSA Peugeot Citroën. She was also a member of the Board of Directors of Bouygues from 2005 to 2012, and Chairwoman of the investment committee of the Fonds Stratégique d’Investissement from 2008 to 2013. She is an ESCP Europe graduate (class of 1976).

Director of TOTAL S.A. since 2008.
Last renewal: May 16, 2014 until 2017.

Chairperson of the Audit Committee and member of the Strategic Committee.

Holds 1,000 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Director of PSA Peugeot Citroën*
  • Director and Vice Chairman of the Board of Directors of Kering S.A.*
  • Director of Groupe Fnac* (S.A.)
  • Director and Chief Executive Officer of Artémis (S.A.)
  • Chief Executive Officer (non-Director) of Financière Pinault (S.C.A.)
  • Member of the Supervisory Board of Financière Pinault (S.C.A.)
  • Director of Société Nouvelle du Théâtre Marigny (S.A.)
  • Permanent representative of Artémis, member of the Board of Directors of Agefi (S.A.)
  • Permanent representative of Artémis, member of the Board of Directors of Sebdo le Point (S.A.)
  • Member of the Management Board of Société Civile du Vignoble de Château Latour (société civile)
  • Director of Yves Saint Laurent (S.A.S.)
  • Chairwoman, CEO and Board member of Christie’s International Plc (England)
  • Administratore Delagato & administratore de Palazzo Grazzi (Italy)
  • Non-executive Board member of Kering Holland (formerly Gucci Group NV) Directorships that have expired in the previous five years

Directorships that have expired in the previous five years

  • Director of Air France-KLM* (S.A.) until December 31, 2013
  • Director of Fonds Stratégique d’Investissement (S.A.) until July 12, 2013
  • Director of Bouygues* (S.A.) until April 25, 2013
  • Director of TF1* (S.A.) until April 18, 2013
  • Board member of Gucci Group NV until April 9, 2013
  • Non-executive Director of Tawa Plc* until June 2012
  • Deputy Chief Executive Officer of Société Nouvelle du Théâtre Marigny until January 2012
  • Director of Fnac until May 2011

 

Marc Blanc

Born on December 7, 1954 (French).

Director representing employees.

After joining the Group in 1980 as a refinery operator at the Grandpuits Refinery, Mr. Blanc has, since 1983, exercised a number of trade union functions, in particular as Secretary of the European Elf Aquitaine Committee and then at TOTAL S.A. from 1991 to 2005. From 1995 to 1997, he worked as Secretary General of the CFTD Seine et Marne trade union for the chemicals industry (Syndicat Chimie CFDT), and then, from 1997 to 2001, as Deputy Secretary General of the CFTD trade union for the power and chemicals industries in the Île de France region (Syndicat Énergie Chimie, SECIF), where he became Secretary General in 2001 and continue in this role until 2005. Subsequently, from 2005 to 2012, Mr. Blanc acted as Federal Secretary of the CFDT chemical and power industry federation (Fédération Chimie Énergie) where he was responsible first for industrial policy and then for sustainable development, corporate social responsibility, international affairs (excluding Europe), and the oil and chemicals sectors. From 2009 to 2014, he was Director of the Chemicals and Power Industry Research and Training Institute (IDEFORCE association) as well as Adviser to the Economic, Social and Environmental Council (Conseil Économique, Social et Environnemental, CESE) where he sits as a member of the Economic and Finance section as well as of the Environment section. In particular, he is responsible for submitting a report on the societal challenges of biodiversity (la biodiversité, relever le défi sociétal), which was published in 2011, and co-author with Alain Bougrain-Dubourg of a follow-up opinion entitled “Acting for Biodiversity” (Agir pour la Biodiversité) submitted in 2013. Mr. Blanc was also a member of the CESE’s temporary Committee on the “annual report on the state of France” in October 2013.

Director of TOTAL S.A. representing employees as of November 4, 2014 until 2017.

Holds 345 TOTAL shares and 640 units in the TOTAL
ACTIONNARIAT FRANCE collective investment fund.

Current directorships(2)

  • Director of TOTAL S.A.* representing employees as of November 4, 2014.

Directorships that have expired in the previous five years

none

Gunnar Brock

Born on April 12, 1950 (Swedish).

Independent director.

A graduate of the Stockholm School of Economics with an MBA in Economics and Business Administration, Mr. Brock held various international positions at Tetra Pak. He served as Chief Executive Officer of Alfa Laval from 1992 to 1994 and as Chief Executive Officer of Tetra Pak from 1994 to 2000. After serving as Chief Executive Officer of Thule International, he was appointed Chief Executive Officer of Atlas Copco AB from 2002 to 2009. He is currently Chairman of the Board of Stora Enso Oy. Mr. Brock is also a member of the Royal Swedish Academy of Engineering Sciences and of the Board of Directors of the Stockholm School of Economics.

Director of TOTAL S.A. since 2010.
Last renewal: May 17, 2013 until 2016.

Member of the Compensation Committee, the Governance and
Ethics Committee and the Strategic Committee.

Holds 1,000 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Chairman of the Board of Stora Enso Oy*
  • Member of the Board of Investor AB*
  • Member of the Board of Syngenta AG*
  • Chairman of the Board of Mölnlycke Health Care Group
  • Chairman of the Board of Rolling Optics
  • Member of the Board of Stena AB

Directorships that have expired in the previous five years

  • Member of the Supervisory Board of Spencer Stuart Scandinavia until 2011

 

Marie-Christine Coisne-Roquette

Born on November 4, 1956 (French).

Independent director.

Ms. Coisne-Roquette has a Bachelor Degree in EnglishLawyer by training, with a French Masters’ Law and a Specialized Law Certificate from the New York bar, she started a career as an attorney in 1981 at the Paris and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she joined the Board of Sonepar as a director and gave up her law career in 1988 to work full time for the family group. As Chairman of the family holding company, Colam Entreprendre, and later of the Sonepar Supervisory Board, she consolidated family ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its long-term strategy. Chairman and CEO of Sonepar from early 2002 until end 2012, Ms. Coisne-Roquette handed over the operational management of the Group to the Managing Director, and is now Chairman of the Board of Sonepar. She heads also Colam Entreprendre as its Chairman and CEO. Formerly a member of the Young Presidents’ Organization (YPO), she served the MEDEF (France’s main employers’ association) as Executive Committee member from 2000 to 2013 and Chairman of the Tax Commission the last eight years. She is currently member of the Economic, Social and Environmental Council and a Director of TOTAL.

Director of TOTAL S.A. since 2011.
Last renewal: May 16, 2014 until 2017.

Member of the Audit Committee, Member of the Compensation Committee.

Holds 3,550 shares.

Current directorships(2)

  • Director of TOTAL S.A.
  • Chairperson of the Board of Directors of Sonepar S.A.
  • Chairperson and Chief Executive Officer of Colam Entreprendre
  • Permanent representative of Colam Entreprendre, co-manager of SONEDIS (société civile)
  • Permanent representative of Colam Entreprendre, Director of Sovemarco Europe (S.A.)
  • Permanent representative of Sonepar, Director of Sonepar France
  • Co-manager of Développement Mobilier & Industriel (D.M.I.) (société civile)
  • Manager of Ker Coro (société civile immobilière)

Directorships that have expired in the previous five years

  • Director of Hagemeyer Canada, Inc. until 2013
  • President of the supervisory board of OTRA N.V. until 2013
  • Director of Sonepar Canada, Inc. until 2013
  • President of the supervisory board of Sonepar Deutschland GmbH until 2013
  • Director of Sonepar Iberica until 2013
  • Director of Sonepar Italia Holding until 2013
  • Director of Sonepar Mexico until 2013
  • Member of the supervisory board of Sonepar Nederland B.V. until 2013
  • Director of Sonepar USA Holdings, Inc. until 2013
  • Director of Feljas and Masson SAS until 2013
  • Permanent representative of Colam Entreprendre, member of the Board of Directors at Cabus & Raulot (S.A.S) until 2013
  • Chief Executive Officer of Sonepar S.A. until 2012
  • Permanent representative of Sonepar S.A., co-manager of Sonedis (société civile) until 2012
  • Permanent representative of Sonepar International (S.A.S) until 2012
  • Chairperson of the Board of Directors of Sonepar Mexico until 2012
  • Director of Encon Safety Products, Inc. until 2010
  • Director of Hagemeyer North America, Inc. until 2010
  • Director of Hagemeyer PPS Ltd until 2010
  • Chairperson of the Board of Directors of Sonepar Mexico until 2010
  • Director of Vallen Corporation until 2010
  • Permanent representative of Sonepar S.A., director of A.E.D. until 2010
  • Permanent representative of Sonepar S.A., director of C.S.O. until 2010
  • Permanent representative of Sonepar, Director of Collin Sigmadis until 2010
  • Permanent representative of Sonepar S.A., director of G.M.T. until 2010
  • Permanent representative of Sonepar S.A., director of S.N.E. until 2010
  • Permanent representative of Sonepar S.A., director of S.S.E. until 2010
  • Permanent representative of Sonepar S.A., director of Teissier until 2010

Bertrand Collomb

Born on August 14, 1942 (French).

A graduate of École Polytechnique and an Engineer of France’s Corps des Mines engineering school, Mr. Collomb held a number of positions within the Ministry of Industry and other cabinet positions from 1966 to 1975. He joined the Lafarge group in 1975, where he served in various management positions. He served as Chairman and Chief Executive Officer of Lafarge from 1989 to 2003, then as Chairman of the Board of Directors from 2003 to 2007, and has been the Honorary Chairman since 2007.

Director of TOTAL S.A. since 2000.
Last renewal: May 11, 2012 until 2015.

Member of the Governance and Ethics Committee.
Holds 4,932 shares.

Current directorships(2)

 

  • Director of TOTAL S.A.*
  • Director of DuPont* (United States of America)
  • Director of Atco* (Canada)


Directorships that have expired in the previous five years – Chairman of the Institut des Hautes Études pour la Science et la Technologie (IHEST) until 2013

 

  • Director of Lafarge* until 2012
  • Chairman of the Institut Français des Relations Internationales (IFRI) until 2011

 

Paul Desmarais, jr

Born on July 3, 1954 (Canadian).

A graduate of McGill University in Montreal and of the Institut européen d’administration des affaires (INSEAD) in Fontainebleau, Mr. Desmarais was elected Vice Chairman (1984) and then Chairman of the Board (1990) of Corporation Financière Power, a company he helped found. Since 1996, he has served as Chairman of the Board and Co-Chief Executive Officer of Power Corporation of Canada.

Director of TOTAL S.A. since 2002.
Last renewal: May 16, 2014 until 2017.

Holds 2,000 ADRs (corresponding to 2,000 shares).

Current directorships(2)

  • Director of TOTAL S.A.*
  • Chairman of the Board & Co-Chief Executive Officer of Power Corporation of Canada*
  • Executive Co-Chairman of the Board of Power Financial Corporation* (Canada)
  • Chairman and Executive Director of Pargesa Holding S.A.* (Switzerland)
  • Director and member of the Executive Committee of The Great-West Life Assurance Company (Canada)
  • Director and member of the Executive Committee of The Great- West Life & Annuity Insurance Company (United States of America)
  • Director and member of the Executive Committee of Great-West Lifeco Inc.* (Canada)
  • Director of Great-West Financial (Canada) Inc. (Canada)
  • Vice Chairman, Director and member of the Standing Committee of Groupe Bruxelles Lambert S.A.* (Belgium)
  • Director and member of the Executive Committee of Investors Group Inc. (Canada)
  • Director and member of the Executive Committee of London Insurance Group Inc. (Canada)
  • Director and member of the Executive Committee of London Life Insurance Company (Canada)
  • Director and member of the Executive Committee of Mackenzie Inc.
  • Director and Deputy Chairman of the Board of La Presse, ltée (Canada)
  • Director and Deputy Chairman of Gesca ltée (Canada)
  • Director of Lafarge* S.A. (France)
  • Director and member of the Executive Committee of The Canada Life Assurance Company (Canada)
  • Director and member of the Executive Committee of The Canada Life Financial Corporation (Canada)
  • Director and member of the Executive Committee of IGM Financial Inc.* (Canada)
  • Director and Chairman of the Board of 171263 Canada Inc. (Canada)
  • Director of 152245 Canada Inc. (Canada)
  • Director of GWL&A Financial Inc. (United States of America)
  • Director of Great-West Financial (Nova Scotia) Co. (Canada)
  • Director of Great-West Life & Annuity Insurance Company of New York (United States of America)
  • Director of Power Communications Inc. (Canada)
  • Director and Chairman of the Board of Power Corporation International (Canada)
  • Director and member of the Executive Committee of Putnam Investments, LLC (United States of America)
  • Member of the Supervisory Board of Power Financial Europe B.V. (Netherlands)
  • Director of Canada Life Capital Corporation Inc. (Canada)
  • Director and member of the Executive Committee of The Canada Life Insurance Company of Canada (Canada)
  • Director and Deputy Chairman of the Board of Groupe de Communications Square Victoria Inc. (Canada)
  • Member of the Supervisory Board of Parjointco N.V. (Netherlands)
  • Director of SGS S.A.* (Switzerland)

Directorships that have expired in the previous five years

  • Director of GDF Suez* (France) until 2013
  • Director and member of the Executive Committee of Crown Life Insurance Company (Canada) until 2012
  • Assistant Chairman of the Board of 3819787 Canada Inc. (Canada) until 2010

 

Anne-Marie Idrac

Born on July 27, 1951 (French).

Independent director.

A graduate of Institut d’Etudes Politiques de Paris and formerly a student at École Nationale d’Administration (ENA -1974), Ms. Idrac began her career holding various positions as a senior civil servant at the Ministry of Infrastructure (Ministère de l’Équipement) in the fields of environment, housing, urban planning and transportation. She served as Executive Director of the public institution in charge of the development of Cergy-Pontoise (Établissement public d’Aménagement de Cergy-Pontoise) from 1990 to 1993 and Director of land transport from 1993 to 1995. Ms. Idrac was State Secretary for Transport from May 1995 to June 1997, elected member of Parliament for Yvelines from 1997 to 2002, regional councilor for Île-de-France from 1998 to 2002, and State Secretary for Foreign Trade from March 2008 to November 2010. She also served as Chairperson and Chief Executive Officer of RATP from 2002 to 2006 and then as Chairperson of SNCF from 2006 to 2008.

Director of TOTAL S.A. since May 11, 2012 and until 2015.

Member of the Governance and Ethics Committee.

Holds 1,195 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Director of Bouygues*
  • Director of Saint Gobain*
  • Member of the Supervisory Board of Vallourec*

Directorships that have expired in the previous five years

  • Director of Mediobanca S.p.A.* (Italy) until October 28, 2014


Charles Keller

Born on November 15, 1980 (French).

Director representing employee shareholders.

A graduate of École Polytechnique and École des Hautes Etudes Commerciales (HEC), Mr. Keller joined the Group in 2005 at the refinery in Normandy as a performance auditor. In 2008, he was named Project Manager at the Grandpuits refinery to improve the site’s energy efficiency and oversee its reliability plan. In 2010, he joined Exploration & Production and Yemen LNG as head of the Production Support department in charge of optimizing the plant. Since February 2014, he has been a reservoir engineer at the head office in La Défense. While performing his duties in the refining sector, Mr. Keller sat on the Works Committees of the two refineries and contributed to the activities of the Central Workers’ Council of UES Aval, first as an elected member and then as a union representative. Mr. Keller has been an elected member, representing holders of fund units, of the Supervisory Board of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund since November 2012.

Director of TOTAL S.A. since May 17, 2013 and until 2016.

Member of the Audit Committee.

Holds 740 TOTAL shares and 58 units of the “TOTAL ACTIONNARIAT FRANCE” collective investment fund.

Current directorships(2)

Director of TOTAL S.A.* representing employee shareholders.

Directorships that have expired in the previous five years

None.


Barbara Kux

Born on February 26, 1954 (Swiss).

Independent director.

Holder of an MBA (with honors) from INSEAD in Fontainebleau, Ms. Kux joined McKinsey & Company in 1984 as a Management Consultant, where she was responsible for strategic assignments for international groups. After serving as manager for development of emerging markets at ABB and then at Nestlé between 1989 and 1999, she was appointed Executive Director of Ford in Europe from 1999 to 2003. In 2003, Ms. Kux became a member of the Management Committee of the Philips group and, starting in 2005, was in charge of sustainable development. From 2008 to 2013, she was a member of the Management Board of Siemens AG. She has been responsible for sustainable development at the group and in charge of the group’s supply chain. Since 2013, she has been a member of the Supervisory Board of Henkel and a member of the Board of Directors of Firmenich S.A.

Director of TOTAL S.A. since 2011. Last renewal: May 16, 2014 until 2017.

Member of the Governance and Ethics Committee and member of the Strategic Committee.

Holds 1,000 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Member of the Board of Directors of Firmenich S.A.
  • Member of the Supervisory Board of Henkel*
  • Director of Pargesa Holding S.A.* since May 6, 2014
  • Director of Umicore*

Directorships that have expired in the previous five years

  • Member of the Management Board of Siemens AG* until 2013
  • Member of the Board of Directors of INSEAD until 2011
  • Member of the Board of Directors of ZF Friedrichshafen AG until 2011
  • Member of the Board of Directors of Firmenich S.A. until 2010

 

Gérard Lamarche

Born on July 15, 1961 (Belgian).

Independent director.

Mr. Lamarche graduated in economic science from Louvain-la-Neuve University and is also a graduate of the INSEAD business school (Advanced Management Program for Suez Group Executives). He also followed the Global Leadership Series training course at the Wharton International Forum in 1998-99. He started his career in 1983 at Deloitte Haskins & Sells in Belgium, before becoming a consultant in mergers and acquisitions in the Netherlands in 1987. In 1988, Mr. Lamarche joined Société Générale de Belgique as an investment manager and management controller between 1989 and 1991, then as a consultant in strategic operations from 1992 to 1995. He joined Compagnie Financière de Suez as a project manager for the Chairman and Secretary of the Executive Committee (1995-1997), before taking part in the merger between Compagnie de Suez and Lyonnaise des Eaux, which became Suez Lyonnaise des Eaux (1997), and then being appointed as the acting Managing Director in charge of Planning, Management Control and Accounts. In 2000, Mr. Lamarche pursued his career by branching into the industrial sector by joining NALCO (the American subsidiary of the Suez group and the world leader in the treatment of industrial water) as the Director and Chief Executive Officer. In March 2004, he was appointed Chief Financial Officer of the Suez group. In April 2011, Mr. Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the Deputy Managing Director since January 2012. Mr. Lamarche is currently a director of Lafarge, Legrand, TOTAL S.A. and SGS S.A. He is also a non-voting member (censeur) on the Board of Directors of GDF Suez.

Director of TOTAL S.A. since 2012. Last renewal: May 17, 2013 until 2016.

Member of the Audit Committee and the Strategic Committee.

Holds 2,775 shares.

Current directorships(2)

  • Deputy Managing Director and Director of Groupe Bruxelles Lambert*
  • Director of TOTAL S.A.*
  • Director and Chairman of the Audit Committee of Legrand*
  • Director of Lafarge*
  • Director of SGS S.A.* (Switzerland)
  • Non-voting member (censeur) of GDF Suez*

Directorships that have expired in the previous five years

  • Director of Electrabel until 2011
  • Director of Suez Environnement Company until 2011
  • Director of International Power Plc until 2011
  • Director of Europalia International until 2011
  • Director of GDF Suez Belgium until 2011
  • Director of Agua de Barcelona until 2011
  • Director of GDF Suez E.S. until 2011
  • Director of Suez Tractebel until 2011
  • Director of Fortis Banque until 2010


Anne Lauvergeon

Born on August 2, 1959 (French).

An Engineer of France’s Corps des Mines engineering school and a graduate of École Normale Supérieure with a doctorate in physical science, Ms. Lauvergeon held various positions in industry before becoming Deputy Chief of Staff in the Office of the President of the Republic in 1990. She joined Lazard Frères et Cie as Managing Partner in 1995. From 1997 to 1999, she was Executive Vice President and member of the Executive Committee of Alcatel, where she was responsible for industrial partnerships and international affairs. Ms. Lauvergeon was Chairperson of the Management Board of the Areva Group from July 2001 to June 2011 and Chairperson and Chief Executive Officer of Areva NC (formerly Cogema) from June 1999 to June 2011. Since 2011, Ms. Lauvergeon has been Chairperson and Chief Executive Officer of ALP, and, since April 2014, Chairperson of the Board of Directors of SIGFOX.

Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015.

Member of the Strategic Committee.

Holds 2,000 shares.

Current directorships(2)

  • Chairperson and Chief Executive Officer of ALP
  • Director of TOTAL S.A.*
  • Director of Airbus Group NV* (formerly named EADS)
  • Director of American Express*
  • Director of Suez Environnement Company* since October 2014
  • Director of RIO TINTO* since March 2014
  • Chairperson of the Board of Directors of SIGFOX since April 2014

Directorships that have expired in the previous five years

  • Director of Vodafone Group Plc* until July 2014
  • Chairperson of the Supervisory Board of Libération until February 2014
  • Managing Partner of Efficiency Capital until 2014
  • Director of GDF Suez* until April 23, 2012
  • Chairperson of the Management Board of Areva* until June 30, 2011
  • Chairperson and Chief Executive Officer of Areva NC until June 30, 2011


Michel Pébereau

Born on January 23, 1942 (French).

Honorary Inspector General of Finance, Mr. Pébereau held various positions in the Ministry of Economy and Finance, before serving, from 1982 to 1993, as Chief Executive Officer and then as Chairman and Chief Executive Officer of Crédit Commercial de France (CCF). He was Chairman and Chief Executive Officer of BNP then BNP Paribas from 1993 to 2003, Chairman of the Board of Directors from 2003 to 2011, and is currently Honorary Chairman of BNP Paribas, Chairman of the BNP Paribas foundation, and Chairman of the Centre des professions financières. He is also a member of the Académie des Sciences Morales et Politiques, member of the Policy Board of the Institut de l’Entreprise, Honorary Chairman of the Supervisory Board of the Institut Aspen and Chairman of the ARC foundation.

Director of TOTAL S.A. since 2000. Last renewal: May 11, 2012 until 2015.

Chairman of the Compensation Committee.

Holds 2,356 shares.

Current directorships(2)

  • Director of TOTAL S.A.*
  • Director of BNP Paribas*
  • Director of Airbus Group NV* (formerly named EADS)
  • Director of Pargesa Holding S.A.* (Switzerland)
  • Member of the Supervisory Board of Banque Marocaine pour le Commerce et l’Industrie*
  • Director of BNP Paribas S.A. (Switzerland)
  • Non-voting member (censeur) of Galeries Lafayette

Directorships that have expired in the previous five years

  • Director of AXA* until 2013
  • Director of Compagnie de Saint-Gobain* until 2013
  • Chairman of the Board of Directors of BNP Paribas until December 2011
  • Director of Lafarge* until May 2011

 

Expired directorships of TOTAL S.A. in 2014

Christophe de Margerie

Born on August 6, 1951 (French).

Deceased October 20, 2014.

Mr. de Margerie joined the Group after graduating from École Supérieure de Commerce in Paris in 1974. He served in several positions in the Group’s Finance Department and Exploration & Production division. In 1995, he was appointed President of Total Middle East. In May 1999, he joined the Executive Committee as President of the Exploration & Production division. In 2000, he became Vice-President of Exploration and Production in the new group TotalFinaElf. In January 2002, he was appointed President of TOTAL’s Exploration & Production division. Appointed as a director of TOTAL at the Shareholders’ Meeting of May 12, 2006, he became Chief Executive Officer of TOTAL as of February 14, 2007. On May 21, 2010, he was appointed Chairman and Chief Executive Officer of TOTAL. Mr. de Margerie was also a Director of the Institut du monde arabe.

Director of TOTAL S.A. from 2006 until October 20, 2014.
Last renewal: May 11, 2012.

 

Claude Mandil

Born on January 9, 1942 (French).

Independent director.

A graduate of École Polytechnique and a General Engineer of France’s Corps des Mines engineering school, Mr. Mandil served as a Mining Engineer in the Lorraine and Bretagne regions. He then served as Project Manager at the Délégation de l’Aménagement du Territoire et de l’Action Régionale (City and Department planning – DATAR) and as Interdepartmental Head of Industry and Research and regional delegate of the Agence nationale de valorisation de la recherche (State technology transfer agency – ANVAR). From 1981 to 1982, he served as technical advisor on the staff of the Prime Minister, in charge of the industry, energy and research sectors. He was appointed Chief Executive Officer, then Chairman and Chief Executive Officer of the Institut de Développement Industriel until 1988. He was Chief Executive Officer of the Bureau de Recherches Géologiques et Minières (BRGM) from 1988 to 1990. From 1990 to 1998, Mr. Mandil served as Chief Executive Officer for Energy and Commodities at the French Industry Ministry and became France’s first representative to the Management Board of the International Energy Agency (IEA). He served as Chairman of the IEA from 1997 to 1998. In 1998, he was appointed Deputy Chief Executive Officer of Gaz de France and, in April 2000, Chairman of the Institut Français du Pétrole. From 2003 to 2007, he was the Executive Director of the IEA. Mr. Mandil is also director of the Institut Veolia Environnement and of Schlumberger SBC Energy Institute.
Director of TOTAL S.A. since 2008. Last renewal: May 13, 2011 until May 16, 2014.

Member of the Strategic Committee, the Compensation Committee and the Governance and Ethics Committee until May 16, 2014.

Summary of changes in the composition of the Board of Directors (information as of February 11, 2015)

Changes in the composition of the Board of Directors in 2014

At the Shareholders’ Meeting of May 16, 2014, the directorships of Mses. Barbizet, Coisne-Roquette, Kux and Mr. Desmarais, jr were renewed for a 3-year term that will expire at the end of the Shareholders’ Meeting held in 2017 to approve the financial statements for the 2016 fiscal year.

On November 4, 2014, Mr. Blanc was appointed director representing employees, also for a period of three years.

As of February 11, 2015, the Board of Directors has fourteen members, including one director appointed by the shareholders to represent the Group’s employee shareholders, one director appointed by the Central Workers’ Council to represent employees, and twelve other directors including seven independent directors, i.e., 58.3% (3) of the directors (see point 1.8. below).

The number of independent members of the Board of Directors is therefore higher than the number recommended by the AFEP-MEDEF Corporate Governance Code, to which the Company refers and which specifies that at least one half of the members of the Board at widely held companies with no controlling shareholders must be independent. According to the Code (point 9.2), neither directors representing employee shareholders nor directors representing employees are considered for the purposes of calculating this percentage.

The profiles, qualifications and expertise of the Directors are provided in the biographies that appear in points 1.1.1. to 1.1.2. above.

Table : Changes in the composition of the Board of Directors in 2014

Board of Directors diversity policy

The Board of Directors places a great deal of importance on its composition and that of its Committees. In particular, it relies on the work of the Governance and Ethics Committee, which reviews annually and proposes, as circumstances may require, desirable changes in the composition of the Board of Directors and Committees based on the Group’s strategy.

The Governance and Ethics Committee conducts its work within the context of a formal procedure so as to ensure the complementarity of the Directors’ competencies and the diversity of their profiles, maintain a rate of independence for the Board as a whole that is relevant to the Company’s governance structure and the structure of its shareholder base, strive for a balanced representation of men and women on the Board, and promote an appropriate representation of directors of different nationalities.

As part of an effort that began several years ago, the composition of the Board of Directors has changed significantly since 2010 to achieve a more balanced representation of men and women and an openness to more international profiles.

As of February 11, 2015, the Board of Directors had four members of foreign nationality (30.7%(4) of the directors) and five women (38.5%(5) of the directors, i.e., a higher proportion of women than recommended in the AFEP-MEDEF Code).

According to the recommendations introduced in April 2010 in the AFEP-MEDEF Code regarding balanced representation of men and women on boards, the proportion of women on boards of directors was supposed to be at least 20% within three years of the 2010 Shareholders’ Meeting and should be at least 40% within six years of that same Shareholders’ Meeting (6). These requirements were also stipulated in the French law of January 27, 2011 regarding balanced representation of men and women on boards of directors and supervisory boards and equal opportunity. Pursuant to this law, the 20% target must be reached by the end of the 2014 Shareholders’ Meeting and the 40% target must be reached by the end of the 2017 Shareholders’ Meeting (7).

The Board of Directors will continue its reflections on diversifying its composition in the years to come, with the aim of reaching the proportion of women on the Board of Directors at or above the level of 40% as set out in the law and in the AFEP-MEDEF Code and a high level of international representation.

Renewals of directorships proposed at the 2015 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 to propose at the Shareholders’ Meeting of May 29, 2015 that the directorships of Ms. Idrac and Mr. Artus be renewed for a 3-year term to expire at the end of the Shareholders’ Meeting held to approve the accounts of the 2017 fiscal year. Ms. Lauvergeon and Messrs. Pébereau and Collomb have not requested the renewal of their directorships.

Mr. Pouyanné’s appointment as Director of the Company for a period of three years will also be submitted to vote at the Shareholders’ Meeting of May 29, 2015. If the proposed resolutions are approved, the Board of Directors would have twelve members at the end of the May 29, 2015 Shareholders’ Meeting (compared with fourteen previously).

 

(1) Including information pursuant to point 4. of Article L. 225-102-1 of the French Commercial Code or item a14.1. of Annex I of EC Regulation No. 809 / 2004 of April 29, 2004.
(2) Company names marked with an asterisk are publicly-listed companies.
(3) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.2).
(4) Excluding the director who represents employees.
(5) Excluding the director who represents employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 6.4).
(6) According to the AFEP-MEDEF Code (point 6.4), directors representing employees are not considered for the purposes of calculating this percentage.
(7) According to Article L. 225-27-1 of the French Commercial Code, directors representing employees are not taken into consideration for the application of these provisions.
Underlined companies are companies that do not belong to the group in which the director has his or her main duties