Corporate Governance Code

November 4, 2008, the Board of Directors confirmed its decision to refer to the Corporate Governance Code for Listed Companies published by the principal French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France (MEDEF) ( ;AFEP-MEDEF Code ) for corporate governance matters.

The AFEP-MEDEF Code is available on the Internet websites of the MEDEF and AFEP.

The AFEP-MEDEF Code was revised in June 2013 to introduce new changes regarding, in particular, a consultation procedure in which shareholders can express an opinion on the individual compensation of the executive directors (dirigeants mandataires sociaux) (say on pay), as well as the establishment of a High Committee for corporate governance, an independent structure in charge of monitoring implementation of the Code.

Pursuant to Article L. 225-37 of the French Commercial Code, the following table sets forth the recommendations made in the AFEP-MEDEF Code that the Company has not followed and the reasons for such decision.

The Board of Directors assessment (paragraph 10.4 of the Code)

Recommendations not followed

  • It is recommended that non-executive directors meet periodically without the participation of the executive or directors. The rules of procedure of the Board of Directors should provide for one meeting of this kind per year, during which the performance of the Chairman, the Chief Executive Officer and the Deputy Chief executive Officer(s) would be evaluated, and which would be an opportunity to reflect periodically on the future of the Company's management.

Explanation – Practice followed by TOTAL

Although the rules of procedure of the Board of Directors do not expressly provide that one meeting of the non-executive directors be held per year without the participation of the executive or in house directors, the Board of Directors practice constitutes a mechanism that has the same effect as the recommendation made in the AFEP- MEDEF Code. In fact, at its meeting held each year in February, the Board of Directors evaluates the performances of the Chief Executive Officer and, where applicable, reflects on the future of the Company's management. When these particular matters are reviewed, the Chief Executive Officer (who is not a director) as well as the members of the Executive Committee present at the meeting (who are not directors), leave the Board meeting.

Compensation Committee (point 18.1 of the Code)

Recommendations not followed

  • This committee must be chaired by an independent director.

Explanation – Practice followed by TOTAL

The Chairman of the Compensation Committee is Mr. Pébereau.

Mr. Pébereau has exercised his duties as director at TOTAL for more than twelve years and has not requested the renewal of his directorship at the Shareholders' Meeting of May 29, 2015.

After the Shareholders' Meeting of May 29, 2015, the Compensation Committee will consist of Ms. Coisne-Roquette and Messrs. Brock and Artus, all three being independent directors.

Compensation Committee (point 18.1 of the Code)

Recommendations not followed

  • It is recommended that one member of the Committee should be an employee director.

Explanation – Practice followed by TOTAL

The Board of Directors considers it to be desirable that new directors should, after a sufficient period, sit on a committee in order to familiarize themselves with the functioning of the Board and so that the Board is able to form a preliminary appraisal of their potential contribution to the various committees.

Supplementary pension plan (point 23.2.6 of the Code)

Recommendations not followed

  • Supplementary pension schemes with defined benefits must be subject to the condition that the beneficiary must be a director or employee of theCompany when claiming his or her pension rights pursuant to the applicable rules.

Explanation – Practice followed by TOTAL

It appeared justified not to deprive the concerned beneficiaries of the benefit of the pension commitments made by the Company in special cases of the disability or departure of a beneficiary over 55 years of age at the initiative of the Group.