Shareholders’ Meeting Paris, May 16, 2008 – Thierry Desmarest
Corporate Governance
Total’s Board of Directors in 2007 10 independent directors among 14 * 1 Chairman and 1 CEO 1 director representing employee shareholders 7 meetings, 86% attendance rate Comprehensive skills and experience * following the evaluation by the Board of Directors on February 12, 2008, pursuant to the 2002 AFEP-MEDEF report, acting on a proposal from the Nominating & Governance Committee 1 Investor Relations - www.total.com - 3C2158
Board of Director’s principal activities in 2007 Review and approval of the 2007 Budget Review of Group’s and business segments strategies Approval of major investments : Pazflor, Usan… Analysis of Ethics Committee activity Review of quarterly financial statements and close annual financial statements Review of information released to shareholders and financial markets Review of financial policy and insurance policy Proposal of a dividend of 2.07 euros for 2007, an increase of 11% Approval of draft resolutions submitted to the Shareholders’ Meeting 2 Investor Relations - www.total.com - 3C2158
Committees of the Board of Directors AUDIT COMMITTEE NOMINATING AND COMPENSATION COMMITTEE GOVERNANCE COMMITTEE Assist the Board to ensure: Recommend qualified persons to be Examine executives compensation appointed as Board members, policies � accuracy of financial statements Chairman or CEO Evaluate performance and recommend � quality of information released to shareholders and financial markets Prepare and supervise Total’s corporate compensation of Chairman and CEO governance rules PRINCIPAL ACTIVITIES IN 2007 Review of quarterly and annual financial Composition of the Board of Directors Compensation and benefits awarded to statements (statutory and consolidated) (renewals and nominations) the Chairman and to the CEO Oversight of internal control procedures Review of directors’ independence Stock option plans and restricted share and of internal audits reports grants for employees of the Group 3 Investor Relations - www.total.com - 3C2158
Compensation principles of Chairman, CEO and Executive Committee Compensation of Chairman and CEO decided by the Board of Directors upon recommendations of the Compensation Committee Compensation received by members of the Executive Committee, � performance criteria to calculate variable components by Chairman and by CEO Compensation of Executive Committee members reviewed 7 7 8 individuals individuals M€ individuals by the Compensation Committee 9 000 000 9 000 000 9 000 000 9 Chairman and CEO Employee pension plan and retirement benefits 6 000 000 6 000 000 6 000 000 6 determined by collective bargaining agreement and Members of the Executive subject to performance conditions 3 000 000 3 000 000 3 000 000 3 Committee excluding CEO 0 0 0 In case of early termination of the Chairman or CEO 2005 2006 2007* � No payment if eligible to receive full retirement benefits � Severance benefits limited to 2 years of compensation and subject to performance conditions � 1 additional year in case of a non-compete agreement, or departure following a change in control of ownership of the Company * including Thierry Desmarest’s compensation who, since February 14, 2007, is no longer a member of the Executive Committee 4 Investor Relations - www.total.com - 3C2158
Development of employees’ shareholding Strengthen employee shareholding through capital increases � 3.5 % of capital held by the employees of the Group � CAC 40’s largest employee shareholding group, by Number of restricted shares and stock amount : 5 billion euros options received in 2007 � One transaction every 2 years � Approximately 110,000 current and former Other employees Other employees employees hold shares 8,608 individuals 2,718 individuals Encourage performance through stock options Stock Restricted options shares and restricted share grants � List of beneficiaries determined by the Board of Directors COMEX excluding CEO COMEX � Performance condition for restricted share grants and Chairman and CEO � No discounted price on stock options � 45% of new beneficiaries in 2007 � 13,400 distinct beneficiaries since 2005 Convergence of interests of employees with other shareholders 5 Investor Relations - www.total.com - 3C2158
Renewal of Total’s Board of Directors Proposal to appoint 2 new independent Patricia BARBIZET Claude MANDIL directors Total’s Board of Directors 12 independent directors* among 16, subject 75% to approval at the Shareholders’ Meeting 71% Independent directors* Chairman and CEO Director representing employee shareholders Other director 2007 2008(e) Objective to maintain independent directors proportion to a higher level * following the Board of Director’s meeting of February 12, 2008, pursuant to the 2002 AFEP-MEDEF report, acting on a proposal from the Nominating & Governance Committee 6 Investor Relations - www.total.com - 3C2158
Results and outlook Christophe de Margerie – CEO
Strong 2007 result : 12.2 B€ Environment €-$ $/boe 2007 2006 % in billions of euros (B€) 100,00 100 1,5000 1.50 Adjusted net income 12.2 12.6 -3% 90,00 1,4500 FX rate Adjusted EPS (€) 5.37 5.44 -1% 80,00 80 1.40 1,4000 Brent 70,00 1,3500 2007 2006 % in billions of dollars* (B$) 60,00 60 1.30 1,3000 Adjusted net income 16.7 15.8 +6% 50,00 1,2500 Average realized Adjusted EPS ($) 7.35 6.83 +8% hydrocarbon price of Total 40,00 1.20 40 1,2000 1T 2T 3T 4T 1T 2T 3T 4T 2006 2007 Adjusted EPS : -1% in €, +8% expressed in $ adjusted income defined as income at replacement cost, excluding special items and Total’s equity share of the amortization of intangible assets related to Sanofi-Aventis merger * dollar amounts converted from euro amounts using the average €-$ rate for the period 7 Communication Financière – www.total.com – 3C2158
Performance among the best of the majors Production Results (in $)* (2007 vs 2006) (2007 vs 2006) % % 4 4 3 10 10 9 8 2 2 7 6 5 5 4 ExxonMobil RD Shell BP 1 3 ExxonMobil Chevron RD Shell BP 2 1 0 0 -1 -2 Total Total Chevron -3 -1 -4 -5 -5 -6 -2 -7 -2 -8 -9 -10 -10 -3 -11 -12 -13 -14 -4 -4 -15 -15 -16 -17 -5 -18 -19 -6 Production growth : +1.5% to 2.39 Mboe/d Capex : 16.1 B$ * adjusted net income expressed in dollars ; estimates based on public data for other majors 8 Communication Financière – www.total.com – 3C2158
Substantial investment program and disciplined capital management Investment program Profitability (Capex / Capital Employed) (ROACE*) % % 30% 50% 49% 48% 47% 46% 45% 44% 43% Total 42% 41% 40% 40 25 25% 39% ExxonMobil 38% 37% 36% 35% 34% 33% 32% Chevron 31% 30 20 20% 30% 29% RD Shell 28% Total 27% 26% BP 25% 24% ExxonMobil 23% Chevron 22% 21% 20% 20 15 15% BP 19% 18% RD Shell 17% 16% 15% 14% 13% 2004 2005 2006 2007 2004 2005 2006 2007 2004 2005 2006 2007 10% 2004 2005 2006 2007 Capex level commensurate with sustained long-term growth * profitability of business segments ; estimates for other majors based on public data 9 Investor Relations - www.total.com - 3C2158
2007 dividend : +11% to 2.07 € per share Dividend Dividend of Total (€) (based on $/share) +15% per year on average 2.07 Total ($) 1.87 180 180 1.62 170 160 1.35 BP +22% per year Total (€) 150 on average Chevron 140 140 ExxonMobil 130 RD Shell 120 110 base 100 100 2004 2005 2006 2007 2004 2005 2006 2007 90 2004 2005 2006 2007 Favoring dividend for shareholder return estimates for other majors based on public data 2007 dividend pending approval at the May 16, 2008 Annual Meeting (dollar amount based on 1 € = 1.55 $ at expected payment date for the remainder of the dividend, May 23, 2008) 10 Communication Financière – www.total.com – 3C2158
Strong performance since the beginning of 2008 in a mixed environment 1Q08 1Q07 % Upstream production at 2,426 kboe/d in the first Average hydrocarbon price ($/boe) 96.7 57.8 +67% quarter 2008 Refining margin indicator TRCV ($/t) 24.6 33.0 -25% Ramp-up of Dolphin in the Middle East and start- Average exchange rate €-$ 1.50 1.31 -12% up of Moho Bilondo in Congo 1Q08 1Q07 Launching development of several major in billions of euros % projects Adjusted net income 3.25 2.99 +9% � Usan in Nigeria � Re-development of the Anguille field in Gabon Adjusted EPS (€) 1.44 1.31 +10% � modernization program of the Port Arthur refinery in the U.S in billions of dollars* 1Q08 1Q07 % Public offer to buy Synenco in Canada Adjusted net income 4.87 3.92 +24% Addition of exploration acreages in the Gulf of Mexico, Alaska, Nigeria and Australia Adjusted EPS ($) 2.16 1.72 +26% Approval of the Jubail refinery project in Saudi Arabia adjusted income defined as income at replacement cost, excluding special items and Total’s equity share of the amortization of intangible assets related to Sanofi-Aventis merger * dollar amounts converted from euro amounts using the average €-$ rate for the period 11 Communication Financière – www.total.com – 3C2158
Upstream Investor Relations - www.total.com - 3C2158 Investor Relations
Recommend
More recommend
