Corporate Governance

The Company adheres to the Belgian Corporate Governance Code (2009 Code).

The Company corporate governance structure is based upon the Board of Directors and the Managing Director.

The following elements specify how the Company is governed :

1. Composition of the Board of Directors

The number and appointment of Board of Director members are governed by Article 15 of the bylaws, as follows:

"The Company is managed by a Board of at least seven members, associated or not, including at least three who must be independent in accordance with the Copany Law. The Directors are appointed and removed by the general meeting that sets their number. The term of office of the Directors may not exceed four years. Directors retiring are eligible for reappointment".

At 31 december 2009, the Board of Directors comprised 7 members, including 3 non-executive Directors, 1 executive Director and 3 independent Directors.

The Directors' independence assessment criteria used are those specified by Article 524 of the Company Law and by the Belgian Corporate Governance Code.

Composition of the Board of Directors in 2009 :

  • Mr Daniel GRASSET
    Non - executive Director representing the TOTAL Group
    Chairman of the Board of Directors
    General Manager of GPN
    Term of office expires: 15 December 2009
  • Mr Francis RAATZ
    Non - executive Director representing the TOTAL Group
    Chairman of the Board of Directors
    Chairman and General Manager of GPN
    Term of office starts : 15 December 2009
    Term of office expires: June 2010
  • Ms Françoise LEROY
    Non - executive Director representing the TOTAL Group
    Director
    Secretary General and Financial Director of TOTAL chemical operations
    Term of office expires: June 2010
  • Mr Michel-Armand BONNET
    Independent Director
    Consultant, former Director of Human Resources
    Term of office expires: June 2013
  • Mr Nicolas DAVID
    Independent Director
    Retired, former legal Director
    Term of office expires: June 2013
  • Mr Daniel RICHIR
    Managing Director
    Term of office expires: June 2013
  • Mr Robert-J.F. SEMOULIN
    Independent Director
    Gynaecologist
    Term of office expires: June 2010
  • Mr Eric VARDON
    Non - executive Director representing the TOTAL Group
    Administrative and Financial Director of GPN
    Term of office expires: June 2013
  • Mr Laurent VERHELST
    Independent Director
    Financial Management department of Stanley Europe B.V.B.A.
    Term of office expires: 15 December 2009

By internal regulation, the age limit is set at 70 for all Directors.

2. Functioning of the Board of Directors

The Board of Directors meets in principle 4 times annually, and as often as deemed to be in the Company's best interests.

Article 17 of the bylaws defines its competence as:

"The Board of Directors has the power to carry out everything required to the achievement of the Company's objects, with the exception of that reserved to general meeting by the law or the Bylaws".

The Board of Directors notably appoints and sets the powers of the Managing Director, approves the annual accounts and the management report, calls the general meetings and decides on the proposals to be submitted thereto.

The Board of Directors defines the corporate strategic plan, and approves the investment programme as well as the annual budgets. A report is given of all financial, commercial and general matters of interest to the Company, at every meeting.

In 2009, the Board of Directors met 4 times. In addition to considering general business subjects, the Board specifically considered the following:

  • The approval of the accounts at 31 December 2008 and the proposed profit allocation to be submitted to the Annual General Meeting.
  • The approval of the consolidated accounts at 31 December 2008.
  • The approval of the text of the press release for the results at 31 December 2008. 
  • Setting the agenda for the General Meeting of 18 June 2009.  
  • Consideration of the results at 30 june 2009 and approval of the text of the coresponding press release .
  • The investments and divestments in 2009.
  • Consideration of plan in 10 years and approval of the budget for 2010.

The attendance rate at Board of Directors' meetings in 2009 was 84%.

3. Directors' remuneration

Article 20 of the bylaws states that :

"the Directors shall carry out their duties free of charge, with the exception of independent Directors".

"The remuneration of the Independent Directors consists of attendance fees or Directors' fees or a fixed remuneration or any other formula, according to the terms up to the amount set by the Annual General Meeting."

  • Directors representing the TOTAL Group are employed by this group and do not receive any remuneration from the Company.
  • Within the limit provided by the transition measure taken by the Extraordinary General Meeting of 1 June 2006 and on the proposal of the Appointment and Remuneration Committee, the Board of Directors granted attendance fees of € 1,000 per Independent Director.
  • The Managing Director does not receive any remuneration as a Director, but is remunerated in respect of his position as Managing Director of the Company.

4. Board of Directors Committees

Article 18ii of Company bylaws specifies that :

"According to the company law, the Board of Directors sets up an Audit Committee.

The composition of the Audit Committee complies withe legal rules. The Audit Committee is at least in charge of the missions listed by the company law.

The Board of Directors may set up an Appointment Committee and a remuneration Committee.  The Appointment Committee and the Remuneration Committee may be combined.

The Board of Directors may set up one or more consultative committees whose members may be drawn from within the board and where it determines the mission and composition."

a. The Appointment and Remuneration Committee :

The Appointment and Remuneration Committee currently comprises 3 members, including a majority complying with independent Director criteria. In 2009, the Committee was set up by Michel-Armand Bonnet, Robert-J.F. Semoulin and Daniel Grasset (Chairman) until 15 December 2009.

This committee is responsible for the identification of potential Directors, in accordance with the criteria approved by the Board ; it assists the Board in fulfilling its functions relating to the remuneration of the Company's Board of Directors members and executive management.

The committee met twice in 2009 to a meeting called by its Chairman.

b. The Audit Committee :

The Audit Committee currently comprises 3 members, including a majority complying with independent Director criteria. In 2009, the Committee was set up by Nicolas David, Eric Vardon (Chairman) and Laurent Verhelst until 15 December 2009.

The Committee assists the Board in verifying the faithfulness of the Company's financial statements, the Company's compliance with legal and regulatory financial and accounting obligations, the expertise and independence of the Statutory Auditor and of the execution of the Company's internal audit and Statutory Auditor's functions.

The Committee met four times in 2009 to meetings called by its Chairman.

5. Profit allocation policy

There is no defined profit allocation policy. However, dividends paid out every year since the original public offering in 1986 take into account the Company's profits, financial situation and prospects.

6. Relationship with the majority shareholder (TOTAL group)

All transactions between the Company and the companies in the TOTAL group, relating to current trading, are carried out on normal market terms.

These mainly consist of commercial relationships with the GPN Group.