Total Form 20-F
Total Form 20-F
Total Form 20-F
2018
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
Amendment No.1
(Mark One)
£ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
R ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2018
OR
£ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from … to
OR
£ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 1-10888
TOTAL S.A.
(Exact Name of Registrant as Specified in Its Charter)
Republic of France
(Jurisdiction of Incorporation or Organization)
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
(Address of Principal Executive Offices)
Patrick de La Chevardière
Chief Financial Officer
TOTAL S.A.
2, place Jean Millier
La Défense 6
92400 Courbevoie
France
Tel: +33 (0)1 47 44 45 46
Fax: +33 (0)1 47 44 49 44
(Name, Telephone, Email and/or Facsimile Number and Address of Company Contact Person)
EXPLANATORY NOTE i
BASIS OF PRESENTATION i
ADDITIONAL INFORMATION i
ITEM 14. Material modifications to the rights of security holders and use of proceeds 21
ITEM 16D. Exemptions from the listing standards for audit committees 23
ITEM 16E. Purchases of equity securities by the issuer and affiliated purchasers 23
Basis of presentation
References in this annual report on Form 20-F to pages and sections of the 2018 Registration Document are references only to those pages
and sections of TOTAL’s Registration Document for the year ended December 31, 2018 attached in Exhibit 15.1 to this Form 20-F. Other than
as expressly provided herein, the 2018 Registration Document is not incorporated herein by reference.
TOTAL’s Consolidated Financial Statements, which start on page 249 of the 2018 Registration Document and are incorporated herein by
reference, are prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board (IASB) and IFRS as adopted by the European Union (EU) as of December 31, 2018.
In addition, this annual report on Form 20-F and the 2018 Registration Document contain certain measures that are not defined by generally
accepted accounting principles (GAAP) such as IFRS. Our management uses these financial measures, along with the most directly
comparable GAAP financial measures, in evaluating our operating performance. We believe that presentation of this information, along with
comparable GAAP measures, is useful to investors because it allows investors to understand the primary method used by management to
evaluate performance on a meaningful basis. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP. Non-GAAP financial measures as reported by us may not be comparable with
similarly titled amounts reported by other companies.
Additional information
This annual report on Form 20-F reports information primarily regarding TOTAL’s business, operations and financial information relating to the
fiscal year ended December 31, 2018. For more recent updates regarding TOTAL, you may inspect any reports, statements or other
information TOTAL files with the United States Securities and Exchange Commission (“SEC”). All of TOTAL’s SEC filings made after
December 31, 2001 are available to the public at the SEC website at http://www.sec.gov and from certain commercial document retrieval
services. See also “Item 10. – 10.8 Documents on display”.
No material on the TOTAL website forms any part of this annual report on Form 20-F. References in this annual report on Form 20-F to
documents on the TOTAL website are included as an aid to the location of such documents and such documents are not incorporated by
reference.
(M$, except share and per share data) 2018 2017 2016 2015 2014
DIVIDENDS
Dividend per share (€) €2.56 (a) €2.48 €2.45 €2.44 €2.44
Dividend per share ($) $2.94 (a) (b)
$2.96 $2.61 $2.67 $2.93
5.1 Overview
TOTAL’s results are affected by a variety of factors, including changes in crude oil and natural gas prices as well as refining and marketing
margins, which are all generally expressed in dollars, and changes in exchange rates, particularly the value of the euro compared to the dollar.
Higher crude oil and natural gas prices generally have a positive effect on the income of TOTAL, since the Exploration & Production segment’s
oil and gas business and Gas, Renewables & Power segment’s downstream gas business are positively impacted by the resulting increase in
revenues. Lower crude oil and natural gas prices generally have a corresponding negative effect. The effect of changes in crude oil prices on
the activities of TOTAL’s Refining & Chemicals and Marketing & Services segments depends upon the speed at which the prices of refined
petroleum products adjust to reflect such changes. TOTAL’s results are also significantly affected by the costs of its activities, in particular
those related to exploration and production, and by the outcome of its strategic decisions with respect to cost reduction efforts. In addition,
Outlook
Since the start of 2019, Brent has traded around $60/b in a context of oil supply and demand near the record- high level of 100 Mb/d. In a
volatile environment, the Group is pursuing its strategy for integrated growth along the oil, gas and low- carbon electricity chains.
The Group has clear visibility on its 2019 cash flow, supported by the strong contribution of project start- ups in 2018 and recent acquisitions.
The Group maintains financial discipline to reduce its breakeven to remain profitable across a broader range of environments. In particular, it is
targeting cost reductions of $4.7 billion, projected net investments of $15-16 billion in 2019 and an Opex target of $5.5/boe.
In Exploration & Production, production is expected to grow by more than 9% in 2019, thanks to the ramp- ups of Kaombo Norte, Egina and
Ichthys plus the start-ups of Iara 1 in Brazil, Kaombo South in Angola, Culzean in the UK and Johan Sverdrup in Norway. Determined to take
advantage of the favorable cost environment, the Group plans to launch projects in 2019, notably including Mero 2 in Brazil, Tilenga and
Kingfisher in Uganda and Arctic LNG 2 in Russia.
The Group is pursuing its strategy for profitable growth along the integrated gas and low- carbon electricity chains. Effective 2019, the Group
will report the new iGRP segment (integrated Gas, Renewables & Power) which combines the Gas, Renewables & Power segment with the
upstream gas and LNG activities currently reported within the Exploration & Production segment.
Affected by an abundance of available products, European refining margins have been very volatile since the start of the year. In 2019, the
Downstream will continue to rely on its diversified portfolio, notably its integrated Refining & Chemical platforms in the U.S. and Asia-Middle
East as well as its non-cyclical Marketing & Services segment.
In this context, the Group is continuing to implement its shareholder return policy announced in February 2018, by increasing the dividend in
2019 by 3.1%, in line with the objective to increase the dividend by 10% over the 2018-20 period. Taking into account its strong financial
position, the Group will eliminate the scrip dividend option from June 2019. Within the framework of its program to buy back $5 billion of
shares over the 2018-20 period, the Group expects to buy back $1.5 billion of its shares in 2019 in a $60/b Brent environment (for additional
information concerning the Group’s dividends and dividend policy, refer to point 6.2 of chapter 6 (starting on page 229) of the 2018
Registration Document, which is incorporated herein by reference).
(1) Net investments = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests.
(2) DACF= debt adjusted cash flow, is defined as cash flow from operating activities before changes in working capital at replacement cost, without financial charges.
(3) “Gearing” refers to the net-debt-to-capital-ratio. “Net-debt-to-capital-ratio”= net debt/ (net debt + shareholders’ equity). For additional information, refer to Note 15.1(E) (“Net-debt-to-capital
ratio”) to the Consolidated Financial Statements in the 2018 Registration Document (on page 325), which is incorporated herein by reference.
(a) Adjusted results are defined as income using replacement cost, adjusted for special items, excluding the impact of changes in fair value. See “- 5.3 Business segment reporting” below
for further details.
(b) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68),
which is incorporated herein by reference.
(c) Including divestments and reimbursements of non-current loans.
(d) “Net investments” = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests. For additional information on investments, refer
to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(f) “Resource acquisitions”= acquisition of a participating interest in an oil and gas mining property by way of an assignment of rights and obligations in the corresponding permit or license
and related contracts, with a view to producing the recoverable oil and gas.
(g) The change in working capital as determined using the replacement cost method was $174 million in 2018, $1,184 million in 2017 and $(467) million in 2016. For information on the
replacement cost method, refer to Note 3 (“Business segment information”) to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is
incorporated herein by reference.
(1) “Net cash flow”= cash flow from operating activities before working capital changes at replacement costs – net investments (including other transactions with non-controlling interests).
(1) “ROACE” = ratio of adjusted net operating income to average capital employed at replacement cost between the beginning and the end of the period.
(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) “Effective tax rate” = tax on adjusted net operating income / (adjusted net operating income – income from equity affiliates – dividends received from investments – impairment of goodwill
+ tax on adjusted net operating income).
(c) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(d) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(e) Including divestments and reimbursements of non-current loans.
(f) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(1) The “PSC price effect” refers to the impact of changing hydrocarbon prices on entitlement volumes from production sharing and buyback contracts. For example, as the price of oil or
gas increases above certain pre-determined levels, TOTAL’s share of production generally decreases.
(1) “Technical costs” = (Production costs ASC932 + exploration charges + depreciation, depletion and amortization and valuation allowances ASC 932)/ Production ASC932 of the year
(2) Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 932, Extractive industries – Oil and Gas.
(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(1) At December 31, 2017, TOTAL held an interest of 56.26% in SunPower, an American company listed on NASDAQ and based in California.
(a) Includes share of TotalErg, and African refineries reported in the Marketing & Services segment.
(b) Based on distillation capacity at the beginning of the year.
(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(a) Excludes trading and bulk Refining sales, which are reported under the Refining & Chemicals segment; includes share of TotalErg.
(a) For the definitions of “operating income” and “net operating income”, refer to Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265),
which is incorporated herein by reference.
(b) Adjusted for special items. See Note 3 to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 265), which is incorporated herein by reference.
(c) Including acquisitions and increases in non-current loans. For additional information on investments, refer to point 2.5 of chapter 2 of the 2018 Registration Document (starting on page
68), which is incorporated herein by reference.
(d) Including divestments and reimbursements of non-current loans.
(e) “Organic investments” = net investments, excluding acquisitions, divestments and other operations with non- controlling interests. For additional information on investments, refer to point
2.5 of chapter 2 of the 2018 Registration Document (starting on page 68), which is incorporated herein by reference.
(1) “Backwardation” is the price structure where the prompt price of an index is higher than the future price.
TOTAL’s cash requirements for working capital, capital expenditures, acquisitions and dividend payments over the past three years were
financed primarily by a combination of funds generated from operations, borrowings and divestments of non- core assets. In the current
environment, TOTAL expects its external debt to be principally financed from the international debt capital markets. The Group continually
monitors the balance between cash flow from operating activities and net expenditures. In the Company’s opinion, its working capital is
sufficient for its present requirements.
5.4.3 Indebtedness
The Company’s non-current financial debt at year-end 2018 was $40,129 million (1) compared to $41,340 million at year-end 2017 and
$43,067 million at year-end 2016. For further information on the Company’s level of borrowing and the type of financial instruments, including
maturity profile of debt and currency and interest rate structure, see Note 15 (“Financial structure and financial costs”) to the Consolidated
Financial Statements in the 2018 Registration Document (starting on page 320), which is incorporated herein by reference. For further
information on the Company’s treasury policies, including the use of instruments for hedging purposes and the currencies in which cash and
cash equivalents are held, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk”.
Cash and cash equivalents at year-end 2018 were $27,907 million compared to $33,185 million at year-end 2017 and $24,597 million at
year-end 2016.
On April 25, 2018, Moody’s upgraded TOTAL’s outlook to positive, with a long term credit rating remaining Aa3.
5.4.5 Net-debt-to-capital
As of December 31, 2018, TOTAL’s net-debt-to-capital ratio (3) was 15.5% compared to 11.9% and 21.1% at year-ends 2017 and 2016,
respectively. The increase from 2017 to 2018 was mostly due to the increase of the net debt driven by the decrease in cash and cash
equivalents and also by the increase of equity explained above.
As of December 31, 2018, the Company had $11,515 million of long-term confirmed lines of credit, of which $11,515 million were unused.
(1) Excludes net current and non-current financial debt of $(15) million as of December 31, 2018, related to assets classified in accordance with IFRS 5 “non- current assets held for sale and
discontinued operations”. None as of December 31, 2017.
(2) Or €1.2 billion at the average exchange rate for 2018.
(3) For additional information, refer to Note 15.1(E) to the Consolidated Financial Statements in the 2018 Registration Document (on page 325), which is incorporated herein by reference.
(a) Non-current debt obligations are included in the items “Non-current financial debt” and “Hedging instruments of non-current financial debt” of the Consolidated Balance Sheet (refer to
point 8.4 of chapter 8 of the 2018 Registration Document (on page 256), which is incorporated herein by reference). The figures in this table are net of the non-current portion of issue
swaps and swaps hedging bonds, and exclude non-current finance lease obligations of $1,665 million.
(b) The current portion of non-current debt is included in the items “Current borrowings”, “Current financial assets” and “Other current financial liabilities” of the Consolidated Balance Sheet.
The figures in this table are net of the current portion of issue swaps and swaps hedging bonds and exclude the current portion of finance lease obligations of $213 million.
(c) Finance lease obligations and operating lease obligations: the Group leases real estate, retail stations, ships and other equipment through non-cancelable capital and operating leases.
These amounts represent the future minimum lease payments on non-cancelable leases to which the Group is committed as of December 31, 2018, less the financial expense due on
finance lease obligations for $934 million.
(d) The discounted present value of Exploration & Production asset retirement obligations, primarily asset removal costs at the completion date.
(e) Purchase obligations are obligations under contractual agreements to purchase goods or services, including capital projects. These obligations are enforceable and legally binding on
TOTAL and specify all significant terms, including the amount and the timing of the payments. These obligations mainly include: hydrocarbon unconditional purchase contracts (except
where an active, highly liquid market exists and when the hydrocarbons are expected to be re-sold shortly after purchase); reservation of transport capacities in pipelines; unconditional
exploration works and development works in the Exploration & Production segment; and contracts for capital investment projects in the Refining & Chemicals segment. This disclosure
does not include contractual exploration obligations with host states where a monetary value is not attributed and purchases of booking capacities in pipelines where the Group has a
participation superior to the capacity used.
For additional information on the Group’s contractual obligations, refer to Note 13 to the Consolidated Financial Statements in the 2018
Registration Document (starting on page 312), which is incorporated herein by reference. The Group has other obligations in connection with
pension plans that are described in Note 10 (“Payroll, staff and employee benefits obligations”) to the Consolidated Financial Statements in
the 2018 Registration Document (starting on page 304), which is incorporated herein by reference. As these obligations are not contractually
fixed as to timing and amount, they have not been included in this disclosure. Other non- current liabilities, detailed in Note 12 (“Provisions and
other non-current liabilities”) to the Consolidated Financial Statements in the 2018 Registration Document (starting on page 310), which is
incorporated herein by reference, are liabilities related to risks that are probable and amounts that can be reasonably estimated. However, no
contractual agreements exist related to the settlement of such liabilities, and the timing of the settlement is not known.
9.1 Markets
The principal trading markets for the Company’s shares are the following: Euronext Paris (France) and the New York Stock Exchange (“NYSE”,
United States). The shares are also listed on Euronext Brussels (Brussels) and the London Stock Exchange (United Kingdom).
10.5.1 General
This section generally summarizes the material U.S. federal income tax and French tax consequences of owning and disposing of shares or
ADSs of TOTAL to U.S. Holders that hold their shares or ADSs as capital assets for tax purposes. A U.S. Holder is a beneficial owner of
shares or ADSs that is (i) a citizen or resident of the United States for U.S. federal income tax purposes, (ii) a domestic corporation or other
domestic entity treated as a corporation for U.S. federal income tax purposes, (iii) an estate whose income is subject to U.S. federal income
tax regardless of its source, or (iv) a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more
U.S. persons are authorized to control all substantial decisions of the trust or (2) it has a valid election in effect under applicable U.S. Treasury
regulations to be treated as a United States person.
This section does not address the Medicare tax on net investment income and does not apply to members of special classes of holders
subject to special rules, including without limitation:
— broker-dealers;
— traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;
— tax-exempt organizations;
— certain financial institutions;
— insurance companies;
— U.S. pension funds;
— U.S. Regulated Investment Companies (RICs), Real Estate Investment Trusts (REITs), and Real Estate Mortgage Investment Conduits
(REMICs);
— persons who are liable for the alternative minimum tax;
— persons that actually or constructively own 10% or more of the shares of TOTAL (by vote or value);
— persons who acquired the shares or ADS pursuant to the exercise of any employee share option or otherwise as consideration;
— persons that purchase or sell shares or ADSs as part of a wash sale for U.S. federal income tax purposes;
— persons holding offsetting positions in respect of the shares or ADSs (including as part of a straddle, hedging, conversion or integrated
transaction);
— persons subject to special tax accounting rules as a result of any item of gross income with respect to the shares or ADSs being taken
into account in an applicable financial statement;
— U.S. expatriates; and
— persons whose functional currency is not the U.S. dollar.
If a partnership or other entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares or ADSs, the tax
treatment of a partner will generally depend upon the status of the partner and upon the activities of the partnership. Partners of a partnership
holding these shares or ADSs should consult their tax advisors as to the tax consequences of owning or disposing of shares or ADSs, as
applicable.
Under French law, specific rules apply to trusts, in particular specific tax and filing requirements; additionally, specific rules apply to wealth,
estate and gift taxes as they apply to trusts. Given the complex nature of these rules and the fact that their application varies depending on
the status of the trust, the grantor, the beneficiary and the assets held in the trust, the following summary does not address the tax treatment
of shares or ADSs held in a trust. If shares or ADSs are held in trust, the grantor, trustee and beneficiary are urged to consult their own tax
advisor regarding the specific tax consequences of acquiring, owning and disposing of shares or ADSs.
In addition, the discussion below is limited to U.S. Holders that (i) are residents of the United States for purposes of the Treaty (as defined
below), (ii) do not maintain a permanent establishment or fixed base in France to which the shares or ADSs are attributable and through which
the respective U.S. Holders carry on, or have carried on, a business (or, if the holder is an individual, performs or has performed independent
personal services), and (iii) are otherwise eligible for the benefits of the Treaty in respect of income and gain from the shares or ADSs (in
particular, under the “Limitation on Benefits” provision of the Treaty). In addition, this section is based in part upon the representations of the
Depositary and the assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance
with its terms.
The discussions below of the material U.S. federal income tax consequences to U.S. Holders of owning and disposing of shares or ADSs of
TOTAL are based on the Internal Revenue Code of 1986, as amended (IRC), Treasury regulations promulgated thereunder and judicial and
administrative interpretations thereof, all as in effect on the date hereof and all of which are subject to change, which change could apply
retroactively and could affect the tax consequences described below. The description of the material French tax consequences is based on
the laws of the Republic of France and French tax regulations, all as currently in effect, as well as on the Convention Between the United
States and the Republic of France for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with respect to Taxes on Income
and Capital dated August 31, 1994, as amended (the “Treaty”). These laws, regulations and the Treaty are subject to change, possibly on a
retroactive basis.
In general, and taking into account the earlier assumptions, for U.S. federal income tax purposes, a U.S. Holder of ADRs evidencing ADSs will
be treated as the owner of the shares represented by those ADRs. Exchanges of shares for ADRs, and ADRs for shares, generally will not be
subject to U.S. federal income tax. The U.S. Treasury has expressed concerns that intermediaries in the chain of ownership between the
holder of an ADS and the issuer of the security underlying the ADS may be taking actions that are inconsistent with the beneficial ownership
of the underlying security. Accordingly, the creditability of any French taxes and the availability of the reduced tax rate for any dividends
received by certain non-corporate U.S. Holders (as discussed below), could be affected by actions taken by intermediaries in the chain of
ownership between the holders of the ADSs and TOTAL if as a result of such actions the U.S. Holders of the ADSs are not properly treated as
beneficial owners of underlying shares.
This discussion is intended only as a descriptive summary and does not purport to be a complete analysis or listing of all potential tax effects
of the ownership or disposition of the shares and ADSs and is not intended to substitute competent professional advice. Individual situations
French taxation
The term “dividends” used in the following discussion means dividends within the meaning of the Treaty.
Dividends paid to non-residents of France who are U.S. Holders are in principle subject to a French withholding tax regardless of whether they
are paid in cash, in shares or a mix of both. The French withholding tax is levied (i) at a rate of 12.8% for dividends paid to U.S. Holders who
are individuals and (ii) at a rate of 30% (to be reduced and aligned on the standard corporate income tax rate set forth in the second
paragraph of Article 219-I of the French Tax Code which is set at a rate of (x) 28% for fiscal years commencing on or after January 1, 2020, (y)
26.5% for fiscal years commencing on or after January 1, 2021 and (z) 25% for fiscal years commencing on or after January 1, 2022) for
dividends paid to U.S. Holders that are legal entities (the “Legal Entities U.S. Holders”) subject to more favorable provisions of the Treaty as
described below and certain more favorable French domestic law provisions.
However, under the Treaty, a U.S. Holder is generally entitled to a reduced rate of French withholding tax of 15% with respect to dividends,
provided that certain requirements are satisfied. This reduced rate is, in practice, only of interest to Legal Entities U.S. Holders subject to the
withholding tax at a rate of 30%.
Administrative guidelines (Bulletin Officiel des Finances Publiques, BOI-INT-DG-20-20-20-20-20120912) (the “Administrative Guidelines”) set
forth the conditions under which the reduced French withholding tax at the rate of 15% may be available. The immediate application of the
reduced 15% rate is available to those U.S. Holders that may benefit from the so- called “simplified procedure” (within the meaning of the
Administrative Guidelines).
Under the “simplified procedure”, U.S. Holders may claim the immediate application of withholding tax at the rate of 15% on the dividends to
be received by them, provided that:
(i) they furnish to the U.S. financial institution managing their securities account a certificate of residence conforming with form No. 5000-FR.
The immediate application of the 15% withholding tax will be available only if the certificate of residence is sent to the U.S. financial
institution managing their securities account no later than the dividend payment date. Furthermore, each financial institution managing the
U.S. Holders’ securities account must also send to the French paying agent the figure of the total amount of dividends to be received
which are eligible to the reduced withholding tax rate before the dividend payment date; and
(ii) the U.S. financial institution managing the U.S. Holder’s securities account provides the French paying agent with a list of the eligible U.S.
Holders and other pieces of information set forth in the Administrative Guidelines. Furthermore, the financial institution managing the U.S.
Holders’ securities account should certify that the U.S. Holder is, to the best of its knowledge, a United States resident within the meaning
of the Treaty. These documents must be sent to the French paying agent within a time frame that will allow the French paying agent to file
them no later than the end of the third month computed as from the end of the month of the dividend payment date.
Where the U.S. Holder’s identity and tax residence are known by the French paying agent, the latter may release such U.S. Holder from
furnishing to (i) the financial institution managing its securities account, or (ii) as the case may be, the U.S. Internal Revenue Service (“IRS”), the
abovementioned certificate of residence, and apply the 15% withholding tax rate to dividends it pays to such U.S. Holder.
For a U.S. Holder that is not entitled to the “simplified procedure” and whose identity and tax residence are not known by the paying agent at
the time of the payment, the 30% French withholding tax will be levied at the time the dividends are paid. Such U.S. Holder, however, may be
entitled to a refund of the withholding tax in excess of the 15% rate under the “standard procedure”, as opposed to the “simplified procedure”,
provided that the U.S. Holder furnishes to the French paying agent an application for refund on forms No. 5000- FR and 5001-FR (or any other
relevant form to be issued by the French tax authorities) certified by the U.S. financial institution managing the U.S. Holder’s securities account
(or, if not, by the competent U.S. tax authorities) before December 31 of the second year following the date of payment of the withholding tax
at the 30% rate to the French tax authorities, according to the requirements provided by the Administrative Guidelines.
Copies of forms No. 5000-FR and 5001-FR (or any other relevant form to be issued by the French tax authorities) as well as the form of the
certificate of residence and the U.S. financial institution certification, together with instructions, are available from the IRS and the French tax
authorities.
These forms, together with instructions, are to be provided by the Depositary to all U.S. Holders of ADRs registered with the Depositary. The
Depositary is to use reasonable efforts to follow the procedures established by the French tax authorities for U.S. Holders to benefit from the
immediate application of the 15% French withholding tax rate or, as the case may be, to recover the excess 15% French withholding tax
initially withheld and deducted in respect of dividends distributed to them by TOTAL. To effect such benefit or recovery, the Depositary shall
advise such U.S. Holder to return the relevant forms to it, properly completed and executed. Upon receipt of the relevant forms properly
completed and executed by such U.S. Holder, the Depositary shall cause them to be filed with the appropriate French tax authorities, and
upon receipt of any resulting remittance, the Depositary shall distribute to the U.S. Holder entitled thereto, as soon as practicable, the
proceeds thereof in U.S. dollars.
The identity and address of the French paying agent are available from TOTAL.
In addition, subject to certain specific filing obligations, there is no withholding tax on dividend payments made by French companies to:
(i) non-French collective investment funds formed under foreign law and established in a Member State of the European Union or in another
State or territory, such as the United States, that has entered with France into an administrative assistance agreement for the purpose of
combating fraud and tax evasion, and which fulfill the two following conditions: (a) the fund raises capital among a number of investors for
U.S. taxation
For U.S. federal income tax purposes and subject to the passive foreign investment company rules discussed below, the gross amount of any
dividend that a U.S. Holder must include in gross income equals the amount paid by TOTAL (i.e., the net distribution received plus any tax
withheld therefrom) to the extent of the current or accumulated earnings and profits of TOTAL (as determined for U.S. federal income tax
purposes). Dividends will not be eligible for the dividends-received deduction allowed to a U.S. corporation under IRC section 243. Distributions,
if any, in excess of such current and accumulated earnings and profits as determined for U.S. federal income tax purposes will constitute a
non-taxable return of capital to a U.S. Holder and will be applied against and reduce such U.S. Holder’s tax basis in such shares or ADS. To
the extent that such distributions are in excess of such basis, the distributions will constitute capital gain. Because TOTAL does not currently
maintain calculations of earnings and profits for U.S. federal income tax purposes, a U.S. Holder of shares or ADSs of TOTAL should expect
to treat distributions with respect to the shares or ADSs as dividends.
Dividends paid to a non-corporate U.S. Holder that constitute “qualified dividend income” will be taxable to the holder at the preferential rates
applicable to long-term capital gains provided (1) the Company is neither a passive foreign investment company nor treated as such with
respect to the U.S. Holder for the taxable year in which the dividend was paid and the preceding taxable year and (2) certain holding period
requirements are met. TOTAL believes that dividends paid by TOTAL with respect to its shares or ADSs will be qualified dividend income. The
dividend is taxable to the U.S. Holder when the holder, in the case of shares, or the Depositary, in the case of ADSs, receives the dividend,
actually or constructively.
The amount of any dividend distribution includible in the income of a U.S. Holder equals the U.S. dollar value of the euro payment made,
determined at the spot euro/dollar exchange rate on the date the dividend distribution is includible in the U.S. Holder’s income, regardless of
whether the payment is in fact converted into U.S. dollars. Any gain or loss resulting from currency exchange fluctuations during the period
from the date the dividend payment is includible in the U.S. Holder’s income to the date the payment is converted into U.S. dollars will
generally be treated as ordinary income or loss and, for foreign tax credit limitation purposes, from sources within the United States and will
not be eligible for the special tax rate applicable to qualified dividend income. The U.S. federal income tax rules governing the availability
and computation of foreign tax credits are complex. U.S. Holders should consult their own tax advisors concerning the implications
of these rules in light of their particular circumstances.
Subject to certain conditions and limitations, U.S. Holders may elect to claim a credit against their U.S. federal income tax liability for the net
amount of French taxes withheld in accordance with the Treaty and paid over to the French tax authorities. The limitation on foreign taxes
eligible for credit is calculated separately with respect to specific classes of income. In addition, special rules apply in determining the foreign
tax credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a refund of the tax withheld is available
to a U.S. Holder under French law or under the Treaty, the amount of tax withheld that is refundable will not be eligible for credit against such
holder’s U.S. federal income tax liability. For this purpose, dividends distributed by TOTAL will generally constitute “passive income” for
purposes of computing the foreign tax credit allowable to the U.S. Holder.
If a U.S. Holder has the option to receive a distribution in shares (or ADSs) instead of cash, the distribution of shares (or ADSs) will be taxable
as if the holder had received an amount equal to the fair market value of the distributed shares (or ADSs), and such holder’s tax basis in the
distributed shares (or ADSs) will be equal to such amount.
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) — Issuance of ADRs, including issuances resulting from a distribution
of shares or rights or other property, stocks splits or mergers
— Cancellation of ADRs for the purpose of withdrawal, including if
the deposit agreement terminates
A fee equivalent to the fee that would be payable if securities — Distribution, by the depositary, of deposited securities to ADS
distributed to the investor had been shares and the shares had registered holders
been deposited for issuance of ADSs
Registration or transfer fees — Transfer and registration of shares on the Company’s share
register to or from the name of the depositary or its agent when
the investor deposits or withdraws shares
Expenses of the depositary — Cable, telex and facsimile transmissions (when expressly provided
in the deposit agreement)
— Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the — As necessary
custodian have to pay on any ADS or share underlying an ADS,
for example, stock transfer taxes, stamp duty or withholding taxes
Any charges incurred by the depositary or its agents for servicing — As necessary
the deposited securities
The depositary has agreed to provide the Company with payments concerning, among other things, expenses incurred by the Company for
the establishment and maintenance of the ADR program that include, but are not limited to, exchange listing fees, annual meeting expenses,
standard out-of-pocket maintenance costs for the ADRs (e.g., the expenses of postage and envelopes for mailing annual and interim financial
reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery,
postage, facsimile, and telephone calls), shareholder identification, investor relations activities or programs in North America, accounting fees
(such as external audit fees incurred in connection with the Sarbanes- Oxley Act, the preparation of the Company’s Form 20-F and paid to the
FASB and the PCAOB), legal fees and other expenses incurred in connection with the preparation of regulatory filings and other documentation
related to ongoing SEC, NYSE and U.S. securities law compliance. In certain instances, the depositary has agreed to make additional
payments to the Company based on certain applicable performance indicators related to the ADR facility.
During the fiscal year ended December 31, 2018, the Company received net payments of $6.6 million from the depositary.
January - - - 245,240,915
February 3,806,704 46.12 3,806,704 242,156,301
March 6,013,784 46.57 6,013,784 245,334,772
April 2,526,827 48.40 2,526,827 244,277,316
May 3,052,902 52.81 3,052,902 242,215,739
June 13,453,104 52.40 13,453,104 229,361,106
July 4,203,193 53.32 4,203,193 229,245,637
August 5,346,739 54.54 5,346,739 223,915,417
September 3,825,608 54.31 3,825,608 220,111,990
October 3,072,673 55.34 3,072,673 218,918,027
November 17,575,126 50.16 17,575,126 201,344,111
December 9,889,821 48.60 9,889,821 231,586,919
(a) The Annual Shareholders’ Meeting of June 1, 2018, canceled and superseded the previous resolution (for any unused portion) from the Annual Shareholders’ Meeting of May 26, 2017,
authorizing the Board of Directors to trade in the Company’s own shares on the market for a period of 18 months within the framework of the stock purchase program. The maximum
number of shares that may be purchased by virtue of this authorization or under the previous authorization may not exceed 10% of the total number of shares constituting the share
capital, this amount being periodically adjusted to take into account operations modifying the share capital after each shareholders’ meeting. Under no circumstances may the total
number of shares held by the Company, either directly or indirectly through its subsidiaries, exceed 10% of the share capital. This authorization will be renewed subject to the approval of
the Annual Shareholders’ Meeting of May 29, 2019.
(b) Based on 10% of the Company’s share capital, and after deducting the shares held by the Company for cancellation and the shares held by the Company to cover the share subscription
or purchase option plans and the performance share plans for Group employees.
16G.1 Overview
The following paragraphs provide a brief, general summary of significant ways in which our corporate governance practices differ from those
required by the listing standards of the New York Stock Exchange (“NYSE”) for U.S. companies that have common stock listed on the NYSE.
While our management believes that our corporate governance practices are similar in many respects to those of U.S. domestic NYSE listed
companies and provide investors with protections that are comparable in many respects to those established by the NYSE Listed Company
Manual, certain significant differences are described below.
The principal sources of corporate governance standards in France are the French Commercial Code (Code de commerce), the French
Financial and Monetary Code (Code monétaire et financier) and the regulations and recommendations provided by the French Financial
Markets Authority (Autorité des marchés financiers, AMF), as well as a number of general recommendations and guidelines on corporate
governance, most notably the Corporate Governance Code of Listed Corporations (the “AFEP- MEDEF Code”) published by the two main
French business confederations, the Association Française des Entreprises Privées (AFEP) and the Mouvement des Entreprises de France
(MEDEF), the latest version of which was published in June 2018.
The AFEP-MEDEF Code includes, among other things, recommendations relating to the role and operation of the board of directors (creation,
composition and evaluation of the board of directors and the audit, compensation and nominations committees) and the independence
criteria for board members. Articles L. 820-1 et seq. of the French Commercial Code prohibits statutory auditors from providing certain
non-audit services and defines certain criteria for the independence of statutory auditors. In France, the independence of statutory auditors is
also monitored by an independent body, the High Council for statutory auditors (Haut Conseil du Commissariat aux Comptes).
16G.4.1 Overview
The NYSE listing standards require that a U.S.-listed company have an audit committee, a nominating/corporate governance committee and a
compensation committee. Each of these committees must consist solely of independent directors and must have a written charter that addresses
certain matters specified in the listing standards. Furthermore, the listing standards require that, in addition to the independence criteria
referenced above under “Composition of Board of Directors; Independence”, certain enumerated factors be taken into consideration when making
a determination on the independence of directors on the compensation committee or when engaging advisors to the compensation committee.
With the exception of an audit committee, as described below, French law currently requires neither the establishment of board committees
nor the adoption of written charters.
The AFEP-MEDEF Code recommends, however, that the board of directors sets up, in addition to the audit committee required by French
law, a nominations committee and a compensation committee. The AFEP-MEDEF Code also recommends that at least two-thirds of the audit
committee members and a majority of the members of each of the compensation committee and the nominations committee be independent
directors. It is recommended that the chairman of the compensation committee be independent and that one of its members be an employee
director. None of those three committees should include any Executive Officer (1).
TOTAL has established an Audit Committee, a Governance and Ethics Committee, a Compensation Committee and a Strategy & CSR
Committee. As of March 13, 2019, the composition of these Committees was as follows:
— the Audit Committee had four members, 100% of whom have been deemed independent by the Board of Directors;
— the Governance and Ethics Committee had four members, 100% of whom have been deemed independent by the Board of Directors;
— the Compensation Committee had five members, 100% of whom have been deemed independent by the Board of Directors (according
to point 14.1 of the AFEP-MEDEF Code, directors representing the employee shareholders and directors representing employees are not
taken into account when determining this percentage); and
— the Strategy & CSR Committee had six members. With the exception of Mr. Pouyanné, who chairs the committee, all members of this
Committee have been deemed independent by the Board of Directors (according to point 14.1 of the AFEP- MEDEF Code, directors
representing the employee shareholders and directors representing employees are not taken into account when determining this
percentage).
(1) As defined by the AFEP-MEDEF Code, Executive Officers “include the Chairman and Chief Executive Officer, the Deputy chief executive officer(s) of public limited companies with a Board
of Directors, the Chairman and members of the Management Board in public limited companies having a Management Board and Supervisory Board and the statutory managers of
partnerships limited by shares”.
16G.7 Disclosure
The NYSE listing standards require U.S.-listed companies to adopt, and post on their websites, a set of corporate governance guidelines. The
guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and
independent advisers, director compensation, director orientation and continuing education, management succession and an annual
performance evaluation of the board. In addition, the chief executive officer of a U.S.- listed company must certify to the NYSE annually that he
or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards.
French law requires neither the adoption of such guidelines nor the provision of such certification. The AFEP- MEDEF Code recommends,
however, that the board of directors of a French-listed company review its operation annually and perform a formal evaluation at least once
every three years, under the leadership of the appointments or nominations committee or an independent director, assisted by an external
consultant. TOTAL’s Board of Directors’ most recent formal evaluation took place in early 2019. The AFEP- MEDEF Code also recommends
TOTAL S.A.
Registered office: 2, place Jean Millier – La Défense 6 – 92400 Courbevoie – France
/s/ JACQUES-FRANÇOIS LETHU /s/ ERIC JACQUET /s/ ERNST & YOUNG AUDIT
TOTAL S.A.
Registered office: 2, place Jean Millier – La Défense 6 – 92400 Courbevoie – France
/s/ JACQUES-FRANÇOIS LETHU /s/ ERIC JACQUET /s/ ERNST & YOUNG AUDIT
SIGNATURE
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the
undersigned to sign this Amendment No.1 to the annual report on its behalf.
TOTAL S.A.
By: /s/ PATRICK POUYANNÉ
Name: Patrick Pouyanné
Title: Chairman and Chief Executive Officer
Date: April 26, 2019
(1) Where information has been deleted from TOTAL S.A.’s 2018 Registration Document, such deletion is indicated in this exhibit with a notation that such information has been redacted.
CONTENTS
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Glossary 423
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
PRESENTATION OF THE GROUP –
1
INTEGRATED REPORT
1.3 Advantages that allow the Group to stand out in a changing energy world 10
1.3.1 A long-standing energy player that draws on its strong identity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
1.3.2 Employees committed to better energy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
1.3.3 The strength of the Group’s integrated business model. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
1.3.4 Geographic presence: key to the Group’s future growth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
1.1.1.1 4th largest international oil and gas major with consolidated sales of $209,363 million in 2018
TOTAL, a producer of oil and gas for nearly a century with a presence Energy, an essential resource, accompanies the development of
in more than 130 countries on 5 continents, is a major energy player (1) society. In view of the major challenges of today’s world, energy
that produces and markets fuels, natural gas and low-carbon producers have a key role to play.
electricity.
Thanks to the support provided by its governance and a diverse
The Group’s activities include the exploration and production of oil shareholder base, the Group is able to support its collective ambition
and gas, refining, petrochemicals and the distribution of energy in to become the responsible energy major.
various forms to the end customer. More than 104,000 employees
are committed to contributing to supply to as many people as
possible, a more affordable, more available and cleaner energy.
France 26.6%
Institutional shareholders 87.6%
Rest of Europe 19.2%
The number of individual and institutional shareholders of TOTAL S.A. is estimated at approximately 450,000.
(1) TOTAL S.A., a French limited liability company (société anonyme), currently constitutes with all the Group’s companies the world’s fourth largest publicly traded integrated oil and gas
group based on market capitalization (in dollars) as of December 31, 2018.
1
12 1 1 1 90%
directors Lead director director independent
Independent representing representing directors (a)
Director employee employees
shareholders
(a) Excluding the director representing the employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
For more information, refer to point 4.1.1.4 of chapter 4.
(b) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.
The Board of Directors determines the strategic orientations of TOTAL management in strategic negotiations with States and the Group’s
and supervises their implementation. It approves investment and partners. The Board of Directors regularly examines whether maintaining
divestment operations when they concern amounts that exceed 3% the unified Management Form remains appropriate.
of the Group’s equity and examines all matters related to the proper
Attentive to the concerns of investors and stakeholders, the Board of
running of the Company. It monitors the management of both financial
Directors pays specific attention to the balance of power within the
and non-financial matters and ensures the quality of information
Group. Consequently, every year, the Board examines desirable
provided to shareholders and to financial markets.
changes to its composition to ensure it is maintaining a high level of
The Board of Directors relies on the work of four Committees that it independence and the full involvement of the directors in the work of
has constituted: the Audit Committee, the Governance and Ethics the Board and of the Committees. It was also for these reasons that
Committee, the Compensation Committee and the Strategy & CSR the Board of Directors, at its meeting on December 16, 2015,
Committee. amended the provisions of its Rules of Procedure to provide for the
appointment of a Lead Independent Director in case of the combination
Composed as of March 13, 2019, of 12 directors, including
of the positions of Chairman of the Board of Directors and Chief
9 independent members, the Board of Directors reflects diversity
Executive Officer. The Lead Independent Director’s duties, resources
and complementarity of experience, expertise, nationalities and
and rights are described in the Rules of Procedure of the Board of
cultures necessary to take account of the interests of all the Group’s
Directors. Aside from these duties, the Chairman and Chief Executive
shareholders and stakeholders.
Officer and the Lead Independent Director strive to maintain permanent
Since December 2015, Mr. Patrick Pouyanné has held the position contact on any important matter concerning the running of the
of Chairman and Chief Executive Officer of TOTAL S.A. His term of Company.
office having been renewed at the General Shareholders’ Meeting on
Since 2016, the Lead Independent Director has organized executive
June 1, 2018 for a three-year period, the Board of Directors has
sessions with the independent directors so that they may discuss
reappointed Mr. Pouyanné as Chairman and Chief Executive Officer
the Group’s strategic challenges and working practices. The directors
for an equal period to that of his mandate as a director. The decision
are also in regular contact with the members of the Group’s
to uphold the combined functions of Chairman of the Board of
management team, whether members of the Executive Committee
Directors and Chief Executive Officer was made following work
during Board Meetings or operational managers during Group site
undertaken by the Governance and Ethics Committee, in the interest
visits. These interactions between directors and managers enable the
of the Company and in compliance with the traditions of the Group.
directors to gain a practical understanding of the Group’s activities.
The Board of Directors deemed that the unified Management Form
was most appropriate to the Group’s organization, modus operandi The balance of power within the Company’s bodies is thereby
and business, and to the specificities of the oil and gas sector. In its ensured by a stable and structured governance.
decision, the Board in particular noted the advantage of having unified
Number of Length of
directorships Initial Term of service
Number held at listed Indepen- date of office on the
Age Gender Nationality of shares corporations (a) dence appointment expires Board
(a) Number of directorships held by the director at listed companies outside his or her group, including foreign companies, assessed in accordance with the recommendations of the
AFEP-MEDEF Code, point 18 (refer to point 4.1.1.3 of chapter 4).
The duties and work of the Board of Directors and of its Committees are described in point 4.1.2 of chapter 4.
(a) For a definition of the various performance indicators, refer to the Glossary and to Note 3 to the Consolidated Financial Statements (point 8.7 of chapter 8).
(b) Subject to approval by the Shareholders’ Meeting on May 29, 2019.
Crude oil refining capacity (a) (kb/d) Refinery throughput (a) (kb/d)
Europe
202 202 202 Asia –
Middle East
382 365 355 – Africa 487 436 494 Rest of the world
Americas 5,190 kt
1,984 Africa
2,086 2,355
Middle East
Asia – 736
Middle East(a) 5,860 kt 615 551
133 203 139 Americas
827 561 517
621 Asia-Pacific(a)
473 554
2018 2017(b) 2016
(a) Including interests in Qatar, 50% of Hanwha Total Petrochemicals Co. Limited
and 37.5% of SATORP in Saudi Arabia. (a) Including Indian Ocean islands.
(b) 2017 data restated. Sales in Turkey, Libanon, Jordan and Israel were
reclassified from Europe to the Middle East. Sales in Morocco, Algeria
and Tunisia were reclassified from Europe to Africa.
Europe
1,001 1,049 1,093 Africa
Middle East
An ambition that goes hand in hand with sustainable growth: “become the responsible energy major” 1
1.1.2.3 Workforce
(a) Refer to point 5.3 of chapter 5. (a) Refer to point 5.3 of chapter 5.
Workforce as of December 31, 2018: 104,460. Workforce as of December 31, 2018: 104,460.
TOTAL is an integrated energy group and one of the world’s largest. This vocation is to be accomplished in a responsible manner and by
Through its international presence and its activities, TOTAL’s goal is working to make an effective contribution to the climate change
to make its development a vehicle of progress that benefits as many challenge, in particular.
people as possible.
Meeting the energy needs of a growing global population, providing
The United Nations, which adopted in 2015 the 17 Sustainable tangible solutions to contribute limiting global warming, adapting to
Development Goals (SDGs) originally aimed for States, have called new patterns of energy production and consumption and changes
upon corporations’ contribution to collectively find solutions to to the expectations of customers and stakeholders constitute the
sustainable development challenges. TOTAL has committed since challenges that a major energy player like TOTAL can help to tackle.
2016 to contributing to the SDGs and has endorsed the United
To meet these challenges, TOTAL’s ambition is to become the
Nations’ recommendations (1) and worked on better identifying the
responsible energy major by contributing to supply to as many people
scope of its contribution to the SDGs.
as possible a more affordable, more available and cleaner energy:
Through its activities, the Group is concerned by all of the SDGs.
— more affordable – as low-cost energy is essential to favor the
However, TOTAL has identified certain SDGs as those on which it
economic development of billions of people who seek to improve
can have the most significant contribution, such as decent work and
their living conditions;
human rights, climate change and access to energy.
— more available – as people expect energy to be continuously
Access to energy is a source of progress and the condition for
available and accessible on a daily basis;
economic and social development as well as for the improvement of
the standard of living of people around the world. In most countries, — cleaner – as the Group aims to both reduce the environmental
and in the developing countries in particular, access to low-cost footprint and the CO2 emissions of its operations, and to actively
energy is thus a priority. contribute to finding solutions to limit the impact of climate
change, particularly by providing its customers with a mix of
The Group’s vocation is to produce the energy that the world needs,
energy products whose carbon intensity is expected to decrease
and will need in the future, and to make it accessible to as many
regularly.
people as possible. This is a real challenge; close to one billion
individuals (2) still have no access to electricity.
To fulfill this ambition, TOTAL implements a clear strategy that is — further develop the competitiveness of the large integrated
based on four main priorities and that integrates the challenges of refining and petrochemical platforms and expand sustainable
climate change: biofuels and recycling activities;
— drive profitable and sustainable growth in Exploration & — increase the distribution of petroleum products, particularly in
Production activities, with priority given to the production of gas high-growing regions, and offer innovative solutions and services
in particular of liquefied natural gas (the fossil fuel that emits the that meet the needs of customers above and beyond the supply
least amount of carbon dioxide) and constant concern on producing of petroleum products; and
at a competitive cost by ensuring strict investment discipline;
(1) According to SDG Compass: Understanding the SDGs, defining priorities, setting goals, integrating, reporting and communicating.
(2) Source: Energy Access Outlook 2018 published by the International Energy Agency (IEA).
Advantages that allow the Group to stand out in a changing energy world
— expand along the full gas value chain by unlocking access to In addition, TOTAL intends to promote a better use of natural
new markets and boost profitable growth in the low carbon resources by supporting the circular economy, and implement a
electricity businesses, from production based on gas and program of actions, particularly in the following areas: waste
renewable energies to electricity and gas distribution to end management, new ranges of polymers, solarization of service
customers. stations, improved efficiency energy and purchasing.
Advantages that allow the Group to stand out in a changing energy world 1
2011 Investment in the solar energy segment with the acquisition of 60% of the US company, SunPower
2016 Acquisition of Saft Groupe, a battery manufacturer, and of Belgian company Lampiris, a supplier of green electricity and natural gas
2017 Announcement of the acquisition of Mærsk Oil & Gas A/S in a share and debt transaction
Announcement of the acquisition of Engie’s LNG business
2018 Acquisition of Direct Énergie, electricity producer and distributor
1
1.3.1.2 Five strong values at the heart of the Group
Safety, Respect for Each Other, Pioneer Spirit, Stand Together and identity shared by all employees. These values guide the daily actions
Performance-Minded represent, just as its history, the part of TOTAL’s and relations of the Group with its stakeholders.
“These values describe and unite us. They are the levers on which we rely to achieve our ambition of becoming the responsible energy
major.”
Patrick Pouyanné, Chairman and Chief Executive Officer
These five strong values also require all of TOTAL’s employees to act It is through strict adherence to these values and to this course of
in an exemplary manner in priority in the following areas: safety, action that the Group intends to build strong and sustainable growth
security, health, environment, integrity in all of its forms (particularly, for itself and for all of its stakeholders, and thereby deliver on its
the prevention of corruption, fraud and anti-competitive practices) commitment to better energy.
and human rights.
over
104,460 35.1% 21.8%
employees women women Management 1,800
employees Committee members training courses
(head office and available
subsidiaries)
over over
52% 316
150 international members 650 active agreements
nationalities on the subsidiaries’ industrial, commercial (including 190 in France)
represented Management and support job-related signed with employee
Committees skills within the Group representatives
The Group is an image of its employees: diverse. The diversity of Diversity is embodied, in particular, by the presence of 21.8% women
talents within TOTAL is crucial to its competitiveness, innovative members on the Management Committees (head office and
capacity and attractiveness. subsidiaries), 52% international members on the subsidiaries’
Management Committees and 24% international members on the
With over 150 nationalities represented, a presence in over
head office Management Committees. In order to strengthen the
130 countries, and more than 650 business-related competencies,
representation of women in governing bodies, the Executive
the Group is a global player. Women make up 35.1% of the workforce
Committee set a goal in late 2018 to reach 20% of women members
and 27.7% of managers. A wide range of opinions and backgrounds
of Management Commitees of branches and large operational
enable innovative solutions and new opportunities to arise.
divisions. This reality attests to the Group’s desire to strengthen
Such diversity is an essential asset for the Group. The capacity of diversity in all its forms as a vector of innovation and progress. The
the Group’s employees to mobilize themselves and act in an Diversity policy is promoted by the Diversity Council, which is chaired
entrepreneurial spirit is vital. It enables ambitious projects to be by a member of the Group’s Executive Committee.
completed and offers everyone the opportunity to give meaning to
their work and grow professionally.
“Women and men are at the heart of our collective project. Our employees – in all corners of the planet and thanks to their individual
commitment – are the energy that drives our Group forward. This diversity is an invaluable asset that makes it possible to accomplish
ambitious projects.”
Namita Shah, President, People & Social Responsibility
Advantages that allow the Group to stand out in a changing energy world
The Group addresses its challenges thanks to the commitment of its guarantees for the Group’s employees a high level of commitment
employees. It is for this reason that the Group strives to ensure that to social matters in countries where the Group operates. The goal is
the most demanding safety, ethics and integrity, management and to maintain the partnership and renegotiate this agreement for 2019
social performance practices are implemented wherever it operates. and beyond. The Group had 316 active agreements (including 190 in
The aim of this process is to create the conditions that enable France) with employee representatives in place at the end of 2018.
everyone to fulfill his or her potential and TOTAL to pursue its
TOTAL encourages a managerial policy that favors commitment,
development.
accountability and performance evaluation and is built on promoting
TOTAL has adopted a proactive approach by subscribing to the functional and geographic mobility and training to ensure each
principles of numerous national and international agreements that person’s skills development and employability (76% of employees
fight against all forms of discrimination and by striving to ensure the within the scope of the WHRS (1) took at least one on site training
safety and security of its employees and the respect of their course in 2018).
fundamental rights. The Group has a long-standing commitment to
The technical and commercial know-how of employees and their
promoting equal opportunity and diversity, which constitute, for
ability to manage large projects underpin the Group’s operational
everyone, a source of development where only expertise and talent
excellence and are essential for the Group’s development. It is thanks
count. In 2018, the Group decided to sign the Global Business and
to the recognized expertise of its employees that TOTAL is able to
Disability Network Charter of the International Labour Organization
form partnerships of trust with the world’s main producing and
(ILO) and is gradually implementing these principles in its subsidiaries.
consuming nations in the most demanding areas, such as deep
The Group is also committed to social dialogue, which is one of the offshore, liquefied natural gas (LNG), low carbon energy, refining and
vectors used to modernize companies. Among the numerous petrochemicals, which are also areas in which the Group has
stakeholders with which TOTAL maintains regular dialogue, the developed some of the most high-performance platforms. It is for
Group’s employees and their representatives have a privileged this reason that all employees, regardless of their function, are
position and role. encouraged to build on their expertise and competencies by
accessing a wide range of trainings.
This approach is illustrated by several commitments made by the
Group, such as its adhesion on December 21, 2017, to the Global In order to improve the Group’s social performance, the expectations
Deal initiative, alongside some 60 partners, states, trade unions, of employees are regularly listened to and discussed. Examples
companies and international organizations. This international include the Total Survey, which compiles the views and suggestions
multi-party initiative aims at fighting against inequalities, encouraging for improvement of tens of thousands of employees every two years.
social dialogue and promoting fairer globalization. It states that social Initiatives that have allowed employees to participate in building the
dialogue, collective bargaining and trade-union freedom play an “One Total” Company project since 2016 are initiated.
essential role in the fulfillment of the Sustainable Development Goals
This approach testifies to the Group’s desire to entrench a continuous
(SDGs 8, 10 and 17) of the United Nations. Similarly, the signing of a
improvement process that benefits everyone. For more information,
global agreement with the trade union federation IndustriALL in 2015
refer to point 5.3 of chapter 5.
Oil and gas are commodities that are traded on markets that are This business model enables the Company to benefit from synergies
known for their volatility. To manage this constraint as well as possible, between different activities and from price volatility. It also enables
TOTAL opted for an integrated business model with activities the Company to manage the bottom of the cycle better and capture
throughout the oil and gas value chain. It extends from exploration margin when the market improves. Thanks to an integrated business
and production, refining, liquefaction, petrochemicals and trading to, model, the Group’s Upstream activities, which are more dependent
finally, the distribution of products to the end customer. on the price of oil, can complement its Downstream activities,
which – at the bottom of the cycle – enable the Group to benefit from
added value untapped by the Upstream part of the business.
“It is thanks to the effectiveness of our integrated business model for the oil chain that we were able to withstand high oil price volatility.
And it is the same model that we apply to gas and renewable energies, both intended for the generation of electricity.”
Patrick Pouyanné, Chairman and Chief Executive Officer
(1) The Worldwide Human Resources Survey (WHRS) is an annual survey which comprises approximately 211 indicators. Refer to point 5.11.2 of chapter 5.
Advantages that allow the Group to stand out in a changing energy world 1
1.3.3.2 A relevant, integrated business model under development on the gas-renewables-electricity chain
In the coming years, according to the IEA, the growth in demand for Preference will be given to three main priorities:
electricity is expected to outstrip global demand for energy. In light
— integration on the gas chain from production to liquefaction and
of the digitization of the economy, the mobility revolution, and
distribution;
decentralized generation, many products and services are going to
— the generation of electricity using gas or renewable energies and
be “electrified” while, at the same time, a growing share of the world’s
its storage; and
population will benefit from access to electricity.
— the trading and the sale of gas or electricity as the producer, or
To fulfill its ambition, the Group intends to apply this integrated not.
business model to the electricity chain, from the production of low
carbon energy to the generation of electricity.
It is thanks to its pioneer spirit and sense of solidarity that TOTAL has It is thanks to a strong and lasting geographic presence that the
become a worldwide oil and gas major and that it has forged Group will be able to meet its goal of becoming a recognized partner
partnerships of trust with its host countries. Remaining loyal to these in the sustainable economic and social development of the
principles means being continuously open to forming new alliances, communities and regions in which it operates for the creation of
key to the Group’s development, and creating new opportunities in shared value.
the energy sector despite geopolitical uncertainty.
1.3.4.1 From one history to one ambition — Africa: TOTAL is the largest integrated major notably thanks to
the volume of hydrocarbon production and the number of
The Group is present in over 130 countries and on five continents.
Group-branded service stations on the African continent (1).
There are three geographic regions in particular that represent the
TOTAL generates electricity from renewable sources. The Group
historical foundations of TOTAL’s strategy and today stand out thanks
intends to remain the continent’s partner of choice and to
to the quality of the on-site teams and solid partnerships forged over
contribute to its economic and social development through the
time:
creation of shared value.
— Europe: The core of the Group’s knowledge. Europe is home to
Today, new regions which are vital for the Group have appeared,
the Group’s decision-making center; it is the hub of its research
particularly the Americas, which represent a strong growth
and innovation work and constitutes a strong industrial base;
opportunity for all of the Group’s businesses, Asia, in order to benefit
— Middle East: the Group began its production activities in this from this market’s high rate of growth, and Russia, where TOTAL is
region and is recognized in the Middle East as a partner of choice working on major industrial projects and maintains a special and
among producing nations and their national oil companies. The long-term relationship with local industrial players.
aim of the Group is to develop its activities in all business lines in
this region, even when geopolitical tension rises;
Advantages that allow the Group to stand out in a changing energy world
1.3.4.2 Managing geopolitical uncertainty 3.1.9.1 of chapter 3). The Group, if necessary, stops its activities in
countries that become too risky (such as Yemen and Syria).
The world is confronted by political and geopolitical uncertainty
characterized by tension connected to conflict and war in countries Loyalty to its partners, particularly during such kind of situations, is
such as Syria, Iraq, Yemen and Libya. It is exacerbated by also a strong characteristic of the Group.
international terrorism.
TOTAL’s activities, wherever they are, are carried out in strict
In this context, TOTAL intends to develop its activities by putting its adherence to applicable laws and the Group’s Code of Conduct and
competencies to the benefit of each of the countries where it within the framework of compliance and risk management procedures.
operates, by complying with applicable laws and international
By continuing to invest and to supply energy, the Group helps to
economic sanctions where imposed. The Group also ensures that
maintain conditions that favor the economic development of these
the capital invested in the most sensitive countries remains at a level
regions.
limiting its exposure in each of them.
For more information on risk factors, internal control and risk
This is the approach TOTAL intends to pursue and which was
management procedures and reasonable vigilance measures
materialized following its decision to carry on investing in Russia while
implemented by the Group, refer to points 3.1, 3.3 and 3.5 of
complying with the economic sanctions imposed by the United States
chapter 3.
and Europe, or by its decision to stop its operational activities in Iran
following the re-imposition of U.S. secondary sanctions (refer to point
“During these troubled times, our industry can and must be a stabilizing factor.”
Patrick Pouyanné, Chairman and Chief Executive Officer
1.3.4.3 A local socio-economic development partner In order for its corporate citizenship initiatives to have a greater
impact, four areas of focus have been defined as part of the Total
Safety, integrity, respect for human rights, and societal and
Foundation program driven by the Fondation d’entreprise Total in
environmental responsibility are principles and values that form part
France and supported by the Group:
of the Group’s operating processes. If TOTAL is able to build and
develop partnerships throughout the world, it is also because it has — road safety: committed to safer mobility;
incorporated a local value creation process into its development
— forests and climate: committed to a more beneficial environment
model. This process is systematic, professional and a major
for humans;
competitive advantage.
— education and integration of young people: committed to
Based on dialogue with the local population and public and private
empowering young people in socially vulnerable situations; and
players, this process is used to identify development priorities and
create synergies. The Group intends to apply this approach over the — dialogue on cultures and heritage: committed to cultural
long term to ensure that its major projects create shared prosperity. openness and appreciation of heritage.
Beyond the societal initiatives that are directly related to the Group’s Since the end of 2018, the Group has launched Action!, the Group’s
industrial and commercial activities, TOTAL is commited to general Employee Volunteering Program, through which TOTAL gives its
interest measures in the countries where it operates. In the face of employees the time and means to get involved and contribute to the
growing inequality and environmental challenges, the Group intends development of the areas where the Group is present. It thus allows
to strengthen its public interest initiatives and has implemented a employees, on a voluntary basis, the possibility to support, up to
new civic commitment policy in line with its history, its values and its three days per year during their working time, or outside of it, local
businesses. It wishes to act in a way that ensures the vitality and solidarity projects within the scope of the Total Foundation program.
sustainability of the territories in which the Group is present by
favouring actions that benefit young people first.
TOTAL commited in 2016 to contributing to the Sustainable 1.5.3.1 Commitments and indicators of progress
Development Goals (SDG) adopted by the United Nations. Given the
Safety, health, climate, the environment and also shared development,
nature of the Group’s businesses and its geographic presence,
in every country where the Group is present, TOTAL steers its
TOTAL is concerned by all the SDGs. However, the Group has
operations with the aim of working in a sustainable, active and
identified the most significant SDGs for its activities in order to focus
positive manner. The Group was one of the first in the industry to
its efforts on the segments in which it is able to make a direct
publish measurable improvement targets in these areas.
contribution. TOTAL therefore considers the SDGs an opportunity to
better measure and assess its contribution to society as a whole.
The Group manages its activities and assesses its performance on
the basis of the three sustainable development pillars, namely financial
results (Profit), value creation for stakeholders (People) and
preservation of ecosystems (Planet) (refer also to chapter 5).
(1) Organic investments = net investments excluding acquisitions, divestments and other operations with non- controlling interests.
Safety/Health
For TOTAL, being committed to better energy means, first and foremost, ensuring the safety of its employees, stakeholders and facilities.
It also means protecting the health of all those related directly or indirectly to its activities.
Safety
Target What has been accomplished
Environment
The Group places the environment at the heart of its ambition of being a responsible company with a goal to improve the environmental
performance of the facilities and products.
Air
Target What has been accomplished
Water
Targets What has been accomplished
Maintain hydrocarbon content of water discharges 100% of the Group’s oil sites have met the target
below 30 mg/l for offshore sites > for the quality of onshore discharges since 2016 and
and 15 mg/l for onshore and coastal sites
96% of the Group’s oil sites have met the target
for the quality of offshore discharges in 2018
Waste
Target What has been accomplished
Volunteering Program
Since the end of 2018, the Group has launched Action!, the Group’s Employee Volunteering Program, through which TOTAL gives its
employees the time and means to get involved and contribute to the development of the areas where the Group is present. It thus allows
employees, on a voluntary basis, the possibility to support, up to three days per year during their working time, or outside of it, local
solidarity projects within the scope of the Total Foundation program.
(1) TRIR (Total Recordable Injury Rate): number of recorded injuries per million hours worked.
(2) Data provided by WHRS.
(3) SO2: sulfur dioxide produced by the combustion of fossil energies.
Biodiversity
Commitments What has been accomplished
Not conducting oil and gas exploration or production No oil and gas exploration or production activity
operations in the area of natural sites listed > in the area of natural sites listed on the UNESCO
on the UNESCO World Heritage List (3) World Heritage List (3)
Not conducting exploration in oil fields under No exploration activity in oil fields
> under
sea ice in the Arctic sea ice in the Arctic
Diversity/Gender equality
The Group implements a gender diversity policy and promotes equality between men and women. In terms of compensation, specific
measures have been in place since 2010 to prevent and correct unjustified salary gaps.
(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.
(2) Sites located in an IUCN I to IV or Ramsar convention protected area.
(3) Natural sites included on the UNESCO World Heritage List of December 31, 2017.
1.5.3.2 Support for global initiatives — financial transparency: the Group has adhered to the Extractive
Industries Transparency Initiative (EITI) since its launch in 2002;
Aside from complying with national regulations in force in every
country where the Group operates, TOTAL reiterates each year, since — the fight against corruption: TOTAL joined the Partnering Against
2002, its support for the United Nations Global Compact, of which it Corruption Initiative (PACI) in 2016 and the Chairman and Chief
is one of the companies recognized as LEAD. The Group also made Executive Officer now sits on the Board of PACI (“PACI Vanguard”);
a commitment to respect the UN Guiding Principles for Business
— the challenge of security and respect for human rights by being
and Human Rights following their adoption in 2011.
a member of the Voluntary Principles on Security and Human
The challenges posed by climate change require a collective effort. Rights (VPSHR) since 2012;
The Group has played an active role in various international initiatives
— diversity: TOTAL signed in 2010 the “Women’s Empowerment
that involve the private and the public sectors to bring about notably:
Principles – Equality Means Business” set out by the United
— carbon pricing (the World Bank’s Carbon Pricing Leadership Nations Global Compact, and in 2018 it signed the pledge for
Coalition, Caring for Climate – United Nations Global Compact, diversity as part of the European Roundtable of Industrialists;
Paying for Carbon call: TOTAL and five other industry leaders);
— biodiversity: TOTAL joined in 2018 the Act4Nature initiative and
— the end of routine flaring of associated gas (the World Bank’s made commitments to protect biodiversity;
Zero Routine Flaring by 2030 initiative);
— the circular economy: TOTAL is a founding member of the
— control over methane emissions (Oil & Gas Methane Partnership Alliance to End Plastic Waste, launched in 2019, which brings
of the Climate and Clean Air Coalition, the Oil & Gas Climate together companies in the plastics and consumer goods value
Initiative in cooperation with UN Environment and EDF, etc.); and chain to provide solutions for the disposal of plastic waste in the
environment, especially in oceans, and to promote their recycling
— greater transparency: support of the recommendations from the
in a circular economy;
G20 Financial Stability Board Task Force on Climate-related
Financial Disclosures (TCFD). — better access to energy for populations of emerging countries
through a partnership with SE4All;
TOTAL also actively supports collaborative and multi-stakeholder
initiatives in areas in which the coordinated involvement of — the reduction of inequalities through the development of social
governments, companies and civil society is key to global progress, dialogue to favor more inclusive economic growth: TOTAL was
particularly: one of the first French companies to adhere to the Global Deal
initiative at the end of 2017.
TOTAL S.A. is the Group’s parent company. It acts as a holding The scope of consolidation of TOTAL S.A. as of December 31, 2018,
company and drives the Group’s strategy. consisted of 1,191 companies, of which 1,046 fully consolidated
companies or companies whose assets are jointly controlled and
The Group’s operations are conducted through subsidiaries that are
145 equity affiliates. The principles of consolidation are described in
directly or indirectly owned by TOTAL S.A. and through stakes in
Note 1.1 to the Consolidated Financial Statements and the list of
joint-ventures which are not necessarily controlled by TOTAL. TOTAL
companies included in the scope of consolidation can be found in
S.A. has two secondary establishments in France, located in Lacq
Note 18 to the Consolidated Financial Statements (refer to point 8.7
and Pau. It also has branch offices in the United Arab Emirates and
of chapter 8).
Oman.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
(1) Total Gabon is a company under Gabonese law which is listed on Euronext Paris and owned by TOTAL (58.28%), the Republic of Gabon (25%) and the public (16.72%).
On an operational level, the Group’s businesses are organized in In order to improve efficiency, reduce costs and create value within
business segments, which receive assistance from the corporate the Group, a specific branch, Total Global Services (TGS), pools the
functional divisions. various segments’ support services (Accounting, Purchasing,
Information Systems, Training, Human Resources Administration and
As of December 31, 2018, the Group’s organization was centered
Facilities Management). The entities that make up TGS operate as
around four business segments, i.e., Exploration & Production, Gas,
service companies for internal clients across the business segments
Renewables & Power, Refining & Chemicals and Marketing & Services:
and Holding.
— the Exploration & Production segment encompasses the Group’s
Finally, the various Corporate entities are mainly grouped into two
exploration and production activities in more than 50 countries.
divisions:
The Group produces oil and gas in approximately 30 countries;
— the People & Social Responsibility division consists of: the Human
— the Gas, Renewables & Power segment spearheads the Group’s
Resources division, the Health, Safety and Environment division,
ambition in low-carbon energies. It comprises gas activities that
which combines HSE departments across the different segments
are conducted downstream of the production process and
to establish a strong, unified environmental and safety model,
concerns natural gas, liquefied natural gas (LNG) and liquefied
the Security division, and the Civil Society Engagement Division;
petroleum gas (LPG), as well as power generation, gas and
power trading and marketing. It also develops the Group’s — the Strategy-Innovation division is made of: the Strategy &
renewable energy activities (excluding biotechnologies) and the Climate division (responsible notably for ensuring that climate is
power storage. Energy efficiency activities are represented incorporated in the strategy), the Public Affairs division, the Audit
through a dedicated Innovation & Energy Efficiency division; & Internal Control division, the Research & Development division
(which coordinates all of the Group’s R&D activities and notably
— the Refining & Chemicals segment is a large industrial segment
transversal programs), the Technology Experts division and the
that encompasses refining and petrochemical activities and
Digital division.
Hutchinson’s operations. It also includes oil Trading & Shipping
activities;
— the Marketing & Services segment includes worldwide supply
and marketing activities in the oil products and services field.
Secretary
of the
Board
Ethics
Committee
Risk
Corporate Civil
Strategy Finance Assessment Human
Commu- Legal Affairs Public Affairs Society
& Climate Division and Resources
nications Engagement
Insurance
Products
Refining Manufacturing Trading Strategy
Corporate Crude Oil
Africa Gas Renewables Base Chem & Projects Distillates, Europe Marketing
Affairs Trading Marketing and
Europe Division Research
Derivatives
Development Refining
Corporate Asia-Pacific/ Human
Americas and Support Petrochemicals Shipping
Affairs Middle East Resources
to Operations Americas
North Sea
Hutchinson
and Russia
EXPLORATION & GAS, RENEWABLES & REFINING & CHEMICALS MARKETING & SERVICES
PRODUCTION SEGMENT POWER SEGMENT SEGMENT SEGMENT
UPSTREAM DOWNSTREAM
1
Secretary
of the
Board
Ethics
Committee
Risk
Corporate Civil
Strategy Finance Assessment Human
Commu- Legal Affairs Public Affairs Society
& Climate Division and Resources
nications Engagement
Insurance
Products
Refining Manufacturing Trading Strategy
Corporate Crude Oil
Africa Gas and LNG Renewables Base Chem & Projects Distillates, Europe Marketing
Affairs Trading Marketing and
Europe Division Research
Derivatives
Refining Products
Innovation Strategy Strategy Corporate
Middle East Petrochemicals Strategy & Trading Lights,
Exploration & Energy & Corporate Development Africa Affairs and
North Africa Middle East/ Development Fuel-oil and
Efficiency Affairs Research Americas
Asia Africa
Development Refining
Power & Corporate Asia-Pacific/ Human
Americas and Support Petrochemicals Shipping
Gas Europe Affairs Middle East Resources
to Operations Americas
North Sea
Hutchinson
and Russia
EXPLORATION & INTEGRATED GAS, REFINING & CHEMICALS MARKETING & SERVICES
PRODUCTION SEGMENT RENEWABLES & POWER SEGMENT SEGMENT SEGMENT
UPSTREAM DOWNSTREAM
2.5 Investments 68
2.5.1 Major investments over the 2016-2018 period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
2.5.2 Major planned investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
2.5.3 Financing mechanisms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
(1) Based on a Brent crude price of 71.43 $/b (reference price in 2018), according to the rules established by the Securities and Exchange Commission (refer to point 2.1.3 of this chapter).
(2) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Proved reserves
As of December 31, 2018 2017 2016
(1) Change in reserves excluding production: (revisions + discoveries, extensions + acquisitions – divestments)/production for the period.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Exploration & Production (E&P)’s mission is to discover and develop E&P put 10 major projects into production in 2018. Thanks to a
oil and gas fields in order to meet a growing energy demand driven significant decrease of its capital investments, which peaked in 2013,
by non-OECD countries. Safety is a core value for that mission. E&P restored some flexibility that enabled it to take some
opportunities, with, in particular, in 2018 the acquisition of assets in
In an environment marked by the strong volatility of hydrocarbon
Brazil, Libya and the United States, the extension of assets in Abu
prices, E&P’s strategy is to develop an oil and gas production model
Dhabi and the acquisition of Mærsk Olie og Gas A/S, (Mærsk Oil),
that is resilient (i.e., able to withstand a long period of low oil and gas
which has assets in ten countries, and to launch new projects, taking
prices), profitable and sustainable.
advantage of the lower costs in the current environment.
The deployment of the strategy is based on three main levers:
For the period 2018-2020, E&P has already launched, or plans to
— increase profitability: E&P strives to maximize the value of its launch, numerous projects with a potential aggregate output in
assets through operational excellence and to ensure strict excess of 700 kboe/d.
investment discipline by being selective in the sanctioning of new
All these actions are expected to increase production by an average
projects. In addition, E&P continues to restructure or sell the
of 6-7% per year for the period 2017-2020, in line with the production
least efficient assets in its portfolio;
growth target of 5% per year on average between 2017 and 2022.
— develop operational excellence: in order to ensure its resilience,
In order to take account of issues related to climate change in its
E&P continues to reduce costs, improve the efficiency of its
strategy, E&P is focusing its oil investments on low break-even
facilities and start up projects on time and within budget. E&P
projects, developing the production of gas, integrating a CO2 price in
also seeks to minimize the environmental impact of its activities;
its investment decisions and developing expertise in technologies for
and
carbon capture, use and storage.
— renew reserves, through exploration as well as by accessing
already discovered resources, building on E&P’s competitive
advantages in terms of geographical spread and technical skills.
TOTAL evaluates exploration opportunities based on a variety of In 2018, exploration expenditure by all E&P subsidiaries was
geological, technical, political, economic (including tax and $1.2 billion, mainly in the United States, Guyana, the United Kingdom,
contractual terms) environmental and societal factors. Norway, Myanmar, French Guiana, Mexico, South Africa, Azerbaijan
and Nigeria compared to $1.2 billion in 2017 and $1.4 billion in 2016.
The exploration strategy deployed since 2015 aims to prioritize the
most promising drill targets with a view to creating value. The Group Organic investments (1) by all E&P subsidiaries were $9.2 billion(2) in
plans balanced exploration investments: 2018, compared to $11.3 billion (2) in 2017 and $14.5 billion in 2016,
and were mainly in Australia, Norway, Angola, the United Kingdom,
— 50% for emerging basins, where the presence of hydrocarbons
the Republic of Congo, the United Arab Emirates, Brazil, Nigeria,
is already proven;
Canada, the United States, Iraq, Italy and Uganda.
— 35% for exploration in mature hydrocarbon plays; and
— 15% for high-potential frontier basins.
2.1.3 Reserves
The definitions used for proved, proved developed and proved reassessments, additional reserves from discoveries and extensions,
undeveloped oil and gas reserves are in accordance with the United disposal and acquisitions of reserves and other economic factors.
States Securities & Exchange Commission (SEC) Rule 4-10 of
Unless otherwise indicated, any reference to TOTAL’s proved
Regulation S-X as amended by the SEC Modernization of Oil
reserves, proved developed reserves, proved undeveloped reserves
and Gas Reporting release issued on December 31, 2008.
and production reflects the Group’s entire share of such reserves or
Proved reserves are estimated using geological and engineering data
such production. TOTAL’s worldwide proved reserves include the
to determine with reasonable certainty whether the crude oil or natural
proved reserves of its consolidated entities as well as its proportionate
gas in known reservoirs is economically producible under existing
share of the proved reserves of equity affiliates. The reserves
regulatory, economic and operating conditions.
estimation process involves making subjective judgments.
TOTAL’s oil and gas reserves are consolidated annually, taking Consequently, estimates of reserves are not exact measurements
into account, among other factors, levels of production, field and are subject to revision under well-established control procedures.
(1) For Exploration & Production, organic investments include exploration investments, net development investments and net financial investments (excluding acquisitions).
(2) Excluding the Group’s Gas activities.
2.1.4 Production
The average daily production of liquids and natural gas was being held by joint-venture partners (which may include other
2,775 kboe/d in 2018 compared to 2,566 kboe/d in 2017 and international oil companies, state-owned oil companies or
2,452 kboe/d in 2016. Liquids represented approximately 56% and government entities). The Group’s entities may frequently act as an
natural gas approximately 44% of TOTAL’s overall production in 2018. operator (the party responsible for technical production) on the
acreage in which it holds an interest. For further information, refer to
Gas and associated products (condensates and natural gas liquids)
the table on producing assets by geographical zone in point 2.1.8 of
represented approximately 50% of TOTAL’s overall production in
this chapter.
2018, whilst crude oil and bitumen the remaining 50%.
The Trading & Shipping division of TOTAL’s Refining & Chemicals
The tables on the following pages set forth TOTAL’s annual and
segment marketed in 2018, as in 2017 and 2016, substantially all of
average daily production of liquids and natural gas by geographic
the liquids production from TOTAL’s Exploration & Production
area and for each of the last three fiscal years.
segment(refer to table regarding Trading’s crude oil sales and supply
Consistent with industry practice, TOTAL often holds a percentage and petroleum products sales in point 2.3.2.1 of this chapter).
interest in its fields rather than a 100% interest, with the balance
The majority of TOTAL’s natural gas production is sold under Some of TOTAL’s long-term contracts, such as in Bolivia, Nigeria,
long-term contracts. However, most of its North American and United Norway, Thailand and Qatar, specify the delivery of quantities of
Kingdom production, and part of its production from Denmark, the natural gas that may or may not be fixed and determinable.
Netherlands, Norway and Russia, is sold on the spot market. Such delivery commitments vary substantially, both in duration and
scope, from contract to contract throughout the world. For example,
The long-term contracts under which TOTAL sells its natural gas usually
in some cases, contracts require delivery of natural gas on an
provide for a price related to, among other factors, average crude oil
as-needed basis, and, in other cases, contracts call for the delivery
and other petroleum product prices, as well as, in some cases, a
of varied amounts of natural gas over different periods of time.
cost-of-living index. Though the price of natural gas tends to fluctuate
Nevertheless, TOTAL estimates the fixed and determinable
in line with crude oil prices, a slight delay may occur before changes
quantity of gas to be delivered over the period 2019-2021 to be
in crude oil prices are reflected in long-term natural gas prices.
4,751 Bcf. The Group expects to satisfy most of these obligations if needed, additional sourcing from spot market purchases (refer to
through the production of its proved reserves of natural gas, with, points 9.1 and 9.2 of chapter 9).
Licenses, permits and contracts governing the Group entities’ Today, concession agreements and PSCs can coexist, sometimes in
ownership of oil and gas interests have terms that vary from country the same country. Even though there are other contractual models,
to country and are generally granted by or entered into with a TOTAL’s license portfolio is comprised mainly of concession
government entity or a state-owned company or sometimes with agreements.
private owners. These agreements usually take the form of
On most licenses, the partners and authorities of the host country,
concessions or production sharing contracts.
often assisted by international accounting firms, perform joint-venture
In the framework of oil concession agreements, the oil company (or and PSC cost audits and ensure the observance of contractual
consortium) owns the assets and the facilities and is entitled to the obligations.
entire production. In exchange, the operating risks, costs and
In some countries, TOTAL has also signed contracts called “risked
investments are the oil company’s or the consortium’s responsibility
service contracts”, which are similar to PSCs. However, the profit oil
and it agrees to remit to the relevant host country, usually the owner
is replaced by a defined or determinable cash monetary remuneration,
of the subsoil resources, a production-based royalty, income tax,
agreed by contract, which depends notably on field performance
and possibly other taxes that may apply under local tax legislation.
parameters such as the amount of barrels produced.
The production sharing contract (“PSC”) involves a more complex
Oil and gas exploration and production activities are subject to
legal framework than the concession agreement: it defines the terms
authorization granted by public authorities (licenses), which are
and conditions of production sharing and sets the rules governing
granted for specific and limited periods of time and include an
the cooperation between the company (the contractor) or consortium
obligation to relinquish a large portion, or the entire portion in case of
(the contracting group) in possession of the license and the host
failure, of the area covered by the license at the end of the exploration
country, which is generally represented by a state-owned company.
period.
The latter can thus be involved in operating decisions, cost
accounting and production allocation. The contractor (or contractor TOTAL pays taxes on income generated from its oil and gas
group) undertakes the execution and financing, at its own risk, of all production and sales activities under its concessions, PSCs and
exploration, development or operational activities. In exchange, it is risked service contracts, as provided for by local regulations.
entitled to a portion of the production, known as “cost oil”, the sale In addition, depending on the country, TOTAL’s production and sales
of which is intended to cover its incurred expenses (capital and activities may be subject to a number of other taxes, fees and
operating costs). The balance of production, known as “profit oil”, is withholdings, including special petroleum taxes and fees. The taxes
then shared in varying proportions, between the contractor (or the imposed on oil and gas production and sales activities are generally
contracting group), on the one hand, and the host country or substantially higher than those imposed on other industrial or
state-owned company, on the other hand. commercial businesses.
Europe and Central Asia 122 1,131 332 98 976 278 91 1,002 277
Denmark 9 36 15 - - - - - -
Italy <1 - <1 - - - - - -
2
Kazakhstan 20 26 26 11 19 15 1 2 1
Norway 38 211 77 46 234 88 44 226 86
Netherlands - 36 7 - 41 7 - 52 9
United Kingdom 28 206 65 15 201 52 18 218 58
Russia 27 616 142 26 481 116 28 504 123
Africa (excl. North Africa) 187 287 245 183 277 239 186 227 232
Angola 68 48 77 73 47 83 84 25 89
Republic of the Congo 47 12 50 36 12 38 31 11 33
Gabon 13 4 14 19 5 20 20 5 21
Nigeria 59 223 104 55 213 98 51 186 89
Middle East and North Africa 190 294 243 153 282 204 137 291 189
Algeria 11 34 17 1 21 5 2 33 8
United Arab Emirates 102 21 105 102 24 107 102 25 107
Iraq 7 1 7 6 - 6 6 <1 7
Libya 22 3 23 11 - 11 5 - 5
Oman 9 25 14 9 23 13 10 23 14
Qatar 39 210 77 24 214 62 11 210 49
Americas 67 423 142 48 442 127 40 346 102
Argentina 3 147 29 2 141 27 3 143 29
Bolivia 2 74 15 2 79 17 1 59 12
Brazil 7 - 7 <1 - <1 - - -
Canada 35 - 35 22 - 22 12 - 12
Colombia <1 - <1 <1 - <1 - - -
United States 12 176 44 11 192 45 11 111 31
Venezuela 8 26 12 11 30 16 12 33 17
Asia-Pacific 6 273 51 10 455 89 11 494 97
Australia 1 66 12 - 41 7 - 33 6
Brunei 2 26 7 1 32 8 1 29 7
China - 32 6 <1 29 5 - 19 4
Indonesia - 5 1 6 190 41 7 240 51
Myanmar - 49 6 - 55 7 - 60 8
Thailand 3 95 19 3 108 21 3 112 22
TOTAL PRODUCTION 572 2,408 1,013 492 2,432 937 465 2,360 897
INCLUDING SHARE
OF EQUITY AFFILIATES 90 832 245 103 700 232 91 694 220
Angola 2 30 7 2 29 7 - 7 2
United Arab Emirates 15 16 18 42 19 46 42 19 45
Oman 9 25 13 8 23 13 9 23 13
Qatar 30 143 58 16 144 42 2 139 28
Russia 26 616 141 24 483 112 25 503 120
Venezuela 8 2 8 11 2 12 12 3 12
(a) Liquids consist of crude oil, bitumen, condensates and natural gas liquids (NGL).
(b) Including fuel gas (166 Bcf in 2018, 173 Bcf in 2017 and 163 Bcf in 2016).
(c) Gas conversion ratio: 1 boe = 1 b of crude oil = 5,460 cf of gas in 2018 (5,461 cf in 2017 and 5,460 cf in 2016).
The following table sets forth the Group’s average daily liquids and natural gas production by geographical zone in 2018.
Europe and Central Asia 334 3,099 909 265 2,674 761 249 2,737 757
Denmark 25 99 42 - - - - - -
Italy <1 - <1 - - - - - -
Kazakhstan 56 70 70 31 53 42 3 6 4
Norway 104 577 211 121 640 239 121 618 235
Netherlands - 98 18 - 112 20 - 141 25
United Kingdom 75 566 179 42 551 142 49 595 158
Russia 74 1,689 389 71 1,318 318 76 1,377 335
Africa (excl. North Africa) 513 786 670 502 759 654 509 621 634
Angola 186 132 211 204 130 229 230 68 243
Republic of the Congo 130 32 136 98 32 104 84 29 90
Gabon 36 12 39 51 14 54 55 15 58
Nigeria 161 610 284 149 583 267 140 509 243
Middle East and North Africa 520 805 666 419 771 559 373 795 517
Algeria 30 94 47 4 58 15 6 90 23
United Arab Emirates 276 57 288 278 63 290 279 67 291
Iraq 18 1 19 15 1 16 17 1 18
Libya 62 9 63 31 - 31 14 - 14
Oman 26 67 38 25 64 37 26 62 37
Qatar 108 577 211 66 585 170 31 575 134
Americas 183 1,161 389 132 1,212 348 109 944 279
Argentina 7 402 79 6 388 76 8 391 78
Bolivia 5 204 42 5 216 46 4 160 34
Brazil 18 1 19 <1 - <1 - - -
Canada 95 - 95 59 - 59 34 - 34
Colombia 1 - 1 <1 - <1 - - -
United States 35 483 119 31 527 123 31 304 86
Venezuela 22 71 34 31 81 44 32 89 47
Asia-Pacific 16 748 141 28 1,247 244 31 1,350 265
Australia 3 181 34 - 114 19 - 91 16
Brunei 5 72 19 3 87 21 3 78 18
China - 88 16 <1 80 15 - 53 10
Indonesia - 14 3 16 519 112 19 657 140
Myanmar - 133 17 - 151 19 - 165 21
Thaïland 8 260 52 9 296 58 9 306 60
TOTAL PRODUCTION 1,566 6,599 2,775 1,346 6,663 2,566 1,271 6,447 2,452
INCLUDING SHARE
OF EQUITY AFFILIATES 247 2,281 671 284 1,914 639 247 1,894 600
Angola 4 81 20 5 80 20 1 20 5
United Arab Emirates 41 45 49 115 53 125 114 51 123
Oman 24 67 37 23 64 35 24 62 36
Qatar 85 395 157 43 395 114 7 379 76
Russia 71 1,689 385 67 1,317 313 69 1,375 327
Venezuela 22 4 23 31 5 32 32 7 33
(a) Liquids consist of crude oil, bitumen, condensates and natural gas liquids (NGL).
(b) Including fuel gas (454 Mcf/d in 2018, 473 Mcf/d in 2017 and 448 Mcf/d in 2016).
(c) Gas conversion ratio: 1 boe = 1 b of crude oil = 5,460 cf of gas in 2018 (5,461 cf in 2017 and 5,460 cf in 2016).
Denmark (2018) Operated: Danish Underground Consortium (DUC) zone (31.20%), comprising the Dan/Halfdan, Gorm and
Tyra fields, and all their satellites.
Kazakhstan (1992) Operated: Dunga (60.00%)
Non-operated: Kashagan (16.81%)
Norway (1965) Operated: Atla (40.00%), Skirne (40.00%)
2
Non-operated: Åsgard (7.68%), Ekofisk (39.90%), Eldfisk (39.90%), Embla (39.90%), Flyndre (6.26%),
Gimle (4.90%), Heimdal (16.76%), Islay (5.51%) (b), Kristin (6.00%), Kvitebjørn (5.00%), Mikkel (7.65%),
Oseberg (14.70%), Oseberg East (14.70%), Oseberg South (14.70%), Snøhvit (18.40%), Troll (3.69%),
Tune (10.00%), Tyrihans (23.15%)
Netherlands (1964) Operated: F6a oil (65.68%), J3a (30.00%), K1a (40.10%), K3b (56.16%), K4a (50.00%), K4b/K5a
(36.31%), K5b (50.00%), K6 (56.16%), L1a (60.00%), L1d (60.00%), L1e (55.66%), L1f (55.66%), L4a
(55.66%)
Non-operated: E16a (16.92%), E17a/E17b (14.10%), J3b/J6 (25.00%), K9ab-A (22.46%), Q16a (6.49%)
United Kingdom (1962) Operated: Alwyn North (100.00%), Dunbar (100.00%), Ellon (100.00%), Forvie North (100.00%), Grant
(100.00%), Jura (100.00%), Nuggets (100.00%), Elgin-Franklin (46.17%), West Franklin (46.17%), Glenelg
(58.73%), Islay (94.49%) (b), Laggan Tormore (60.00%), Edradour and Glenlivet (60.00%), Dumbarton,
Balloch and Lochranza (100.00%), Gryphon (86.50%), Maclure (38.19%), South Gryphon (89.88%), Tullich
(100.00%), Flyndre (65.94%)
Non-operated: Bruce (1.00%), Markham unitized field (7.35%), Golden Eagle, Peregrine and Solitaire
(31.56%), Scott (5.16%), Telford (2.36%), Harding (30.00%)
Russia (1991) Non-operated: Kharyaga (20.00%), Termokarstovoye (49.00%) (c), Yamal LNG (20.02%) (d), several fields
through the participation in PAO Novatek (19.40%)
Angola (1953) Operated: Girassol, Dalia, Pazflor, CLOV (Block 17) (40.00%), Kaombo (Block 32) (30.00%)
Non-operated: Cabinda Block 0 (10.00%), Kuito, BBLT, Tombua-Landana (Block 14) (20.00%) (e), Lianzi
(Block 14K) (10.00%) (e), Angola LNG (13.60%)
Gabon (1928) Operated: Anguille Marine (100.00%), Anguille Nord Est (100.00%), Baliste (100.00%), Baudroie Marine
(100.00%), Baudroie Nord Marine (100.00%), Grand Anguille Marine (100.00%), Lopez Nord (100.00%),
Mérou Sardine Sud (100.00%), N’Tchengue (100.00%), Port Gentil Océan (100.00%), Torpille (100.00%),
Torpille Nord Est (100.00%)
Non-operated: Barbier (65.28%), Girelle (65.28%), Gonelle (65.28%), Grondin (65.28%), Hylia Marine
(37.50%), Mandaros (65.28%), Pageau (65.28%)
Nigeria (1962) Operated: OML 58 (40.00%), OML 99 Amenam-Kpono (30.40%), OML 100 (40.00%), OML 102 (40.00%),
OML 130 (24.00%)
Non-operated: Shell Petroleum Development Company (SPDC 10.00%), OML 118 – Bonga (12.50%),
OML 138 (20.00%), Nigeria LNG (15.00%)
The Republic Operated: Kombi-Likalala-Libondo (65.00%), Moho Bilondo (53.50%), Moho Nord (53.50%),
of the Congo (1968) Nkossa (53.50%), Sendji (55.25%), Yanga (55.25%)
Non-operated: Lianzi (26.75%), Loango (42.50%), Zatchi (29.75%)
(a) The Group’s interest in the local entity is approximately 100% in all cases except for Total Gabon (58.28%), Total E&P Congo (85.00%) and certain entities in Abu Dhabi and Oman
(see notes b through m below).
(b) The Islay field extends partially into Norway. Total E&P UK holds a 94.49% stake and Total E&P Norge 5.51%.
(c) TOTAL’s interest in the joint-venture ZAO Terneftegas with PAO Novatek.
(d) TOTAL’s interest in the joint-venture OAO Yamal LNG with PAO Novatek, China National Oil & Gas Exploration and Development (CNODC), a subsidiary of China National Petroleum
Corporation (CNPC), and Silk Road Fund.
(e) Stake in the company Angola Block 14 BV (TOTAL 50.01%).
Algeria (1952) Non-operated: TFT II (26.40%), Timimoun (37.75%), 404a & 208 (12.25%)
U.A.E. (1939) Operated: Abu Al Bukhoosh (100.00%)
Non-operated: ADNOC Onshore (10.00%), ADNOC Offshore: Umm Shaif/Nasr (20.00%), Lower Zakum
(5.00%), ADNOC Gas Processing (15.00%), ADNOC LNG (5.00%)
Iraq (1920) Non-operated: Halfaya (22.5%) (f), Sarsang (18.00%)
Libya (1959) Non-operated: zones 15, 16 & 32 (75.00%) (g), zones 129 & 130 (30.00%) (g), zones 130 & 131 (24.00%) (g),
zones 70 & 87 (75.00%) (g), Waha (16.33%)
Oman (1937) Non-operated: various onshore fields (Block 6) (4.00%) (h), Mukhaizna field (Block 53) (2.00%) (i)
Qatar (1936) Operated: Al Khalij (40.00%)
Non-operated: North Field-Block NF Dolphin (24.50%), North Field-Qatargas 1 Upstream (20.00%), North
Field-Qatargas 1 Downstream (10.00%), North Field-Qatargas 2 Train 5 (16.70%), Al Shaheen (30.00%)
Americas
Argentina (1978) Operated: Aguada Pichana Este – Mulichinco (27.27%), Aguada Pichana Este – Vaca Muerta (41.00%),
Aguada San Roque (24.71%), Rincon La Ceniza (45.00%), Aries (37.50%), Cañadon Alfa Complex
(37.50%), Carina (37.50%), Hidra (37.50%), Kaus (37.50%), Vega Pleyade (37.50%)
Non-operated: Aguada Pichana Oeste (25%), Aguada de Castro (25%), Sierra Chata (2.51%)
Bolivia (1995) Operated: Incahuasi (50.00%)
Non-operated: San Alberto (15.00%), San Antonio (15.00%), Itaú (41.00%)
Brazil (1999) Operated: Lapa (35.00%) (j)
Asia-Pacific
Australia (2005) Non-operated: several assets in UJV GLNG (27.50%) (l), Ichthys (26.00%) (m)
Brunei (1986) Operated: Maharaja Lela Jamalulalam (37.50%)
Non-operated: Block CA 1- Unit (4.64%)
China (2006) Non-operated: South Sulige (49.00%)
Indonesia (1968) Non-operated: Block Sebuku (15.00%)
Myanmar (1992) Operated: Blocks M5/M6 (Yadana, Sein, Badamyar) (31.24%)
Thailand (1990) Non-operated: Bongkot (33.33%)
The information below describes the Group’s main exploration and Snøhvit (18.4%) and Troll (3.69%). TOTAL has equity stakes in
production activities presented by geographical zone (1), without 66 production licenses on the Norwegian maritime continental shelf,
detailing all of the assets held by TOTAL. In each zone, the countries 14 of which it operates. The Group also holds an 18.4% stake in the
are presented in decreasing order of production. The capacities gas liquefaction plant of Snøhvit (capacity of 4.2 Mt/y). This plant,
referred to herein are expressed on a 100% basis, regardless of the located in the Barents Sea, is supplied with production from the
Group’s stake in the asset(2). Snøhvit and Albatross gas fields.
As part of the continual improvement of its North Sea portfolio, the
2.1.9.1 Europe and Central Asia
Group has made a number of acquisitions and sales:
In 2018, TOTAL’s production in the zone of Europe and Central
Asia was 909 kboe/d, representing 33% of the Group’s total
— the acquisition of an 8.44% interest in the Johan Sverdrup field, 2
further to the acquisition of Mærsk Oil in March 2018;
production, compared to 761 kboe/d in 2017 and 757 kboe/d in
2016. The two main producing countries in this zone in 2018 — the announcement of the acquisition of a 12.35% interest of the
were Russia and Norway. Teesside terminal on Ekofisk in June 2018, increasing TOTAL’s
interest from 32.87% to 45.22%;
In Russia, where the largest percentage of TOTAL’s proved reserves
are located (21% as of December 31, 2018), the Group’s production — the finalization of the disposal of its interest in Polarled and
was 389 kboe/d in 2018, compared to 318 kboe/d in 2017 and Nyhamna in the Norwegian Sea zone in October 2018;
335 kboe/d in 2016. This production comes from TOTAL’s stake in
— the disposal of a 51% interest with the operatorship in the Martin
PAO Novatek (3), as well as from the Termokarstovoye (4) and Kharyaga
Linge field, and of a 40% interest of the Garantiana discovery in
fields (20%) and, since the end of 2017, the Yamal LNG project
the Greater Hild zone in March 2018;
(20%). Since 2015, Russia has been the leading country to the
Group’s production. — the finalization of the disposal of an interest with the operator’s
role in the Trell (40%), Trine (64%), Rind (62.13%) and Alve Nord
TOTAL participates in the Yamal LNG project. In 2013, the company
(100%) discoveries in the Heimdal and Haltenbanken areas, in
OAO Yamal LNG (5) launched this project aimed at developing the
November 2018;
onshore field of South Tambey (gas and condensates) located on the
Yamal Peninsula, and at building a three-train gas liquefaction plant — the disposal of a 7.7% interest in the Visund field in January
with a total LNG capacity of 16.5 Mt/y. The Yamal LNG project’s 2018 and of a 57% interest in the Victoria discovery in January
financing was finalized in 2016 in compliance with applicable 2019; and
regulations. At the end of 2017, the Yamal LNG plant started
— the disposal of 7.65% interest in the Mikkel field in the
production with the first shipment aboard “Christophe de Margerie”.
Haltenbanken area, approved by the authority in December 2018,
The second liquefaction train of the Yamal plant, with a capacity of
and closed in 2019.
5.5 Mt/y, produced its first shipment of LNG in August 2018. The
third liquefaction train started production in November 2018, more In the United Kingdom, the Group’s production in 2018 was
than one year ahead of the schedule planned when the project was 179 kboe/d, compared with 142 kboe/d in 2017 and 158 kboe/d in
launched. A fourth liquefaction train at small capacity (0.9 Mt/y), using 2016. This increase was driven in particular by the assets held in the
PAO Novatek proprietary technology, is under construction. Quad 9 and 15 areas of the eastern North Sea and Quad 30 in the
Central Graben, integrated following the finalization of the acquisition
In May 2018, TOTAL signed an agreement with Novatek to acquire a
of Mærsk Oil in March 2018.
stake in Arctic LNG 2, the giant new LNG project led by Novatek.
The agreement provides for the acquisition by TOTAL of a direct — In the Alwyn area (100%), production from the Alwyn and Dunbar
10% interest in the project, which could be increased to 15% under fields represents 45% of this area. The rest of the production
certain conditions. The interest acquisition is effective further to the comes from satellites linked to these fields. The drilling of an infill
signing of the final contracts beginning of March 2019. Located on well in Alwyn is in progress.
the Gydan Peninsula, facing Yamal, Arctic LNG 2 will have a
— In the Central Graben, TOTAL holds stakes (46.17%, operator)
production capacity of 19.8 Mt/y, and will use the hydrocarbon
in the Elgin, Franklin and West Franklin fields and (58.73%,
resources from the giant Utrenneye onshore gas and condensate
operator) in the Glenelg field. The West Franklin Phase II project
field. The project will use the new gravity-based structures technology,
was completed in 2016. The Elgin redevelopment project
with the installation of three gravity-based structures in Ob Bay that
includes the drilling of five wells. Four wells have been completed
will host the three liquefaction trains of 6.6 Mt/y capacity each. It
since 2016 and the fifth is in progress. Elsewhere, the drilling of a
should benefit from possible synergies with the Yamal LNG project.
new infill well in Elgin is also in progess. In the Quad 30 area,
The agreement also enables TOTAL to acquire a direct stake of
the Group holds a stake in the Flyndre field (65.94%).
between 10% and 15% in all future Novatek LNG projects on the
The Culzean field (49.99%, operator) is under development and
Yamal and Gydan peninsulas.
is expected to come into production in 2019. TOTAL announced
In September 2018, TOTAL increased its stake from 18.9% to 19.4% a discovery on the Glengorm prospect (25%), close to existing
of Novatek’s share capital, which is the maximum set forth in the infrastructures operated by TOTAL, in January 2019.
initial 2011 agreement.
— In the West of Shetland area, TOTAL hold stakes (60%, operator)
For further information on international economic sanctions applicable in the producing fields Laggan and Tormore, and Edradour and
in Russia, refer to point 3.1.9 of chapter 3. Glenlivet. In September 2018, the Group announced a discovery
of gas in the Glendronach prospect, which is under appraisal.
In Norway, the Group’s production was 211 kboe/d in 2018,
The total capacity of the Shetland gas treatment plant is
compared to 239 kboe/d in 2017 and 235 kboe/d in 2016. This
90 kboe/d.
production comes from a multitude of fields, notably Ekofisk (39.9%),
(1) The geographical zones are as follows: Europe and Central Asia; Africa (excluding North Africa); Middle East and North Africa; Americas; and Asia-Pacific.
(2) For information on asset impairments, refer to Note 3 to the Group’s Consolidated Financial Statements (point 8.7 of chapter 8).
(3) A Russian company listed on the Moscow and London stock exchanges and in which the Group held an interest of 19.4% as of December 31, 2018.
(4) The development and production license of Termokarstovoye onshore gas and condensates field is held by ZAO Terneftegas, a joint-venture between Novatek and TOTAL (49%).
(5) OAO Yamal LNG is held by PAO Novatek, Total E&P Yamal (20.02%), China National Oil & Gas Exploration and Development (CNODC), a subsidiary of China National Petroleum
Corporation (CNPC), and Silk Road Fund.
— In the Quad 9 area in the eastern North Sea, the Group holds In Greece, TOTAL (50%, operator) and its partners have held the
stakes and the role of operator in the Gryphon (86.5%), Maclure exploration license for the offshore Block 2 in the Ionian Sea since
(38.19%), South Gryphon (89.88%) and Tullich (100%) fields. In March 2018. TOTAL undertook geological and seismic analysis, after
the Quad 15 area, the Group holds a 100% stake in the which the Group will decide to continue or not the works on this
Dumbarton, Balloch, and Lochranza fields. license. Elsewhere, TOTAL (40%, operator) and its partners were
chosen to explore two offshore blocks south-west of Crete. The
In 2018, TOTAL maintained its interests in the PEDL 273, 305 and
license is expected to be attributed definitively in 2019.
316 shale gas exploration and production licenses (20%), after sales
of interests in various licenses and leases in 2017.
Rest of the Europe and Central Asia area
In November 2018, the Group disposed of 42.25% interests in the
TOTAL also holds interests (33.35%) in an exploration license without
Bruce field retaining 1% and its entire interest in Keith field (25%).
activity in Tajikistan. In October 2018, the Group signed a cooperation
In Kazakhstan, the Group’s production was 70 kboe/d in 2018, agreement in Uzbekistan with the state-owned company
compared with 42 kboe/d in 2017 and 4 kboe/d in 2016. This comes UzbekNefteGas to appraise the exploration potential of six blocks in
mainly from the Kashagan field operated by the North Caspian the north-east of the country.
Operating Company (NCOC) in the North Caspian license (16.81%).
The production of the first phase of the Kashagan field and of the 2.1.9.2 Africa (excluding North Africa)
corresponding plant started in 2016, and the ramp-up of the
In 2018, TOTAL’s production in the Africa zone (1) was 670 kboe/d,
production is underway in order to reach the planned capacity of
representing 24% of the Group’s total production, compared
370 kb/d. Following the finalization of the acquisition of Mærsk Oil in
with 654 kboe/d in 2017 and 634 kboe/d in 2016. The two main
March 2018, the Group holds an interest in the Dunga field (60%,
producing countries in this zone in 2018 were Nigeria and
operator).
Angola.
In Denmark, TOTAL is present through its 31.2% stake with an
In Nigeria, the Group’s production, primarily offshore, was
operator’s role in the assets operated by the Danish Underground
284 kboe/d in 2018 compared to 267 kboe/d in 2017 and
Consortium (DUC), following the finalization of the acquisition of
243 kboe/d in 2016. This increase in production comes from
Mærsk Oil in March 2018. In September 2018, TOTAL also signed
additional opportunities for gas exports to Nigeria LNG Ltd (NLNG)
an agreement to acquire the entire capital of Chevron Denmark Inc.
and from the development of Ofon phase 2 (OML 102).
This acquisition, which is expected to be closed in 2019, will increase
the Groupe’s interest in DUC to 43.2%. In 2018, the Group’s TOTAL operates five production licenses (OML) on the 33 leases in
production was 42 kboe/d. The 100%-operated production comes which the Group has interests (including one exploration licenses).
from two main DUC assets: the Dan/Halfdan and Gorm/Tyra fields.
TOTAL has offshore operations (production was 183 kboe/d in 2018)
The Tyra field facilities constitute the main gas treatment hub in
notably on the following leases:
Denmark. The Tyra field must be redeveloped due to subsidence
problems, and is expected to restart in 2022. — on OML 130 (24%, operator), the production from the Egina field
started in December 2018. At plateau, the Egina field is expected
In the Netherlands, the Group’s production was 18 kboe/d in 2018
to produce 200 kboe/d. The Preowei field development plan
compared to 20 kboe/d in 2017 and 25 kboe/d in 2016.
was filed with partners and authorities in 2018;
This decrease is due to natural field decline. In 2018, TOTAL holds
interests in 22 offshore production licenses, including 18 that it — on OML 139 (18%), the plan to develop the Owowo discovery,
operates. In 2017, production on platforms L7 and F15 stopped and made in 2012, is under study. This discovery is near the OML
the platforms will be dismantled. 138 license (20%), where the Usan field is in production;
In Italy, TOTAL holds stakes in the Tempa Rossa field (50%, operator) — on OML 102 (40%, operator), the drilling of the 23 additional
located on the Gorgoglione concession (Basilicate region), as well as wells (Ofon, phase 2) was completed in 2018;
three exploration licenses. Construction works and commissioning
— on OML 99 (40%, operator), the engineering studies for the
activities are finalized and the start of production is expected in 2019
development of the Ikike have been completed and the tender
subject to the Basilicata region’s authorities authorization.
process for the construction is in progress; and
In Azerbaijan, TOTAL signed an agreement in 2016 establishing the
— on OML 118 (12.5%) the tender phase of the Bonga South West
contractual and commercial conditions for a first phase of production
Aparo project (10% unitized) has been launched in February
of the Absheron gas and condensate field (50%), which is located
2019.
in the Caspian Sea and was discovered by TOTAL in 2011.
The production capacity of this high pressure field is expected to be TOTAL also has onshore operations (production was 102 kboe/d in
35 kboe/d and the gas produced will supply Azerbaijan’s domestic 2018), notably:
market. Drilling operations started in February 2018 and the main
— on OML 58 (40%, operator), as part of the joint-venture with the
facilities construction contracts were awarded in July and October
Nigerian National Petroleum Corporation (NNPC). It has been
2018. The role of operator was transferred to the joint TOTAL and
supplying gas to NLNG and on the domestic Nigerian market
SOCAR company (JOCAP) in August 2018.
since 2016; and
In Bulgaria, where TOTAL has been present since 2012, the Group
— in relation to the SPDC joint-venture (10%), which holds
drilled the Polshkov deep offshore exploration well in 2016 on the
20 production licenses (of which 17 are located onshore), the
Han Asparuh Block (40%, operator), with a surface area of
2018 production was 58 kboe/d (of which 54 kboe/d was
14,220 km², 100 km offshore in the Black Sea, which revealed the
onshore). The sale process of OML 25 is underway. TOTAL has
presence of oil. The second and third wells drilled in 2017 and 2018
obtained an extension of 16 licences for a 20-year period.
accordingly were expensed in 2018.
TOTAL is also developing LNG activities with a 15% stake in NLNG,
which owns a liquefaction plant with a 22 Mt/y total capacity.
The tender process for the engineering works for the construction of
about 7 Mt/y of additional capacity started in mid-2018.
(1) Excluding North Africa, which is reported in the zone of the Middle East and North Africa.
2.1.9.3 Middle East and North Africa In Libya, the Group’s production was 63 kboe/d in 2018 compared
to 31 kboe/d in 2017 and 14 kboe/d in 2016. This production comes
In 2018, TOTAL’s production in the zone of the Middle East and
from the Al Jurf fields located on offshore areas 15, 16 and 32 (75%(1))
North Africa was 666 kboe/d, representing 24% of the Group’s
and from the El Sharara fields located on onshore areas 129-130 (30% (1))
total production, compared to 559 kboe/d in 2017 and
and 130-131 (24%(1)). On these areas, production was shut-down in
517 kboe/d in 2016. The two main producing countries in this
July and December 2018 for security reasons. The Mabruk fields,
zone in 2018 were the United Arab Emirates and Qatar.
located on onshore areas 70 and 87 (75%(1)) have been shut-down
In the United Arab Emirates, the Group’s production was since the end of 2014.
288 kboe/d in 2018 compared to 290 kboe/d in 2017 and
Additionally, in March 2018, TOTAL acquired Marathon Oil Libya
291 kboe/d in 2016.
Limited, which holds a 16.33% stake in the Waha Concessions.
Since March 2018, the Group holds a 20% interest in the Umm
In Algeria, the Group’s production was 47 kboe/d in 2018, compared
Shaif/Nasr offshore concession and a 5% stake in the Lower Zakum
to 15 kboe/d in 2017 and 23 kboe/d in 2016. Production in 2016
offshore concession, for a period of 40 years operated by ADNOC
and 2017 came exclusively from the fields in the TFT zone (Tin Fouyé
Offshore, which follows the previous Abu Dhabi Marine Areas Ltd
Tabankort, 35%), while production in 2018 also includes the
(ADMA) offshore concession.
Timimoun field (37.75%) and the fields in the Berkine Basin (404a
In November 2018, TOTAL and the state-owned Abu Dhabi National and 208, 12.25%). Production on the Timimoun gas field started in
Oil Company (ADNOC) signed a concession agreement to launch an March 2018.
exploration program for unconventional gas in the Diyab prospection
Under the terms of the Global Agreement signed in 2017, two new
zone.
concession contracts and the corresponding contracts for the sale
In 2015, the Group had also renewed its 10% interest in the Abu of gas were signed for TFT II (26.4%) in June 2018, and for TFT SUD
Dhabi Company for Onshore Petroleum Operations Ltd concession (49%) in October 2018. A concession contract and a gas marketing
(ADCO, renamed ADNOC Onshore in 2017) for 40 years. contract for Timimoun were also signed at the end of 2017,
This concession covers the 15 main onshore fields of Abu Dhabi. subsituting those dated July 2002.
TOTAL holds 100% and is the operator of the Abu Al Bukoosh The finalization of the acquisition of Mærsk Oil in March 2018 allowed
offshore field, for which the contract was extended for 3 years in for the incorporation of the 404a and 208 Blocks oil assets in the
March 2018. Berkine Basin.
TOTAL also holds a 15% stake in Abu Dhabi Gas Industries (GASCO, In December 2018, TOTAL was awarded two authorizations to
renamed ADNOC Gas Processing in 2017), which produces NGL conduct exploration works on two offshore prospective areas, with
(natural gas liquids) and condensates from the associated gas operatorship for one of them.
produced by ADNOC Onshore. In addition, TOTAL holds 5% of the
In Oman, the Group’s production was 38 kboe/d in 2018 compared
Abu Dhabi Gas Liquefaction Company (ADGAS, renamed ADNOC
to 37 kboe/d in 2017 and 2016. TOTAL participates in the production
LNG in 2017), which processes the associated gas produced by
of oil principally in Block 6 (4%)(2). In December 2018, TOTAL has
ADNOC Offshore in order to produce LNG, NGL and condensates,
signed a sale agreement for its interest in Block 53 (2%), finalization
and 5% of National Gas Shipping Company (NGSCO), which owns
is expected in 2019. The Group also produces LNG through its
eight LNG tankers and exports the LNG produced by ADNOC LNG.
investments in the Oman LNG (5.54%)/Qalhat LNG (2.04%) (3)
TOTAL holds a 24.5% stake in Dolphin Energy Ltd. that sells gas liquefaction complex, with an overall capacity of 10.5 Mt/y. In May
from Qatar to the United Arab Emirates. The operations of Dolphin 2018, TOTAL signed an MOU with the Oman government to develop
Energy were not impacted by the evolution of the diplomatic relations onshore natural gas resources, on Block 6 in the Greater Barik area.
between the United Arab Emirates and Qatar.
In Iraq, the Group’s production was 19 kboe/d in 2018 compared to
In Qatar, the Group’s production was 211 kboe/d in 2018 compared 16 kboe/d in 2017 and 18 kboe/d in 2016. TOTAL holds a 22.5%
to 170 kboe/d in 2017 and 134 kboe/d in 2016. stake in the risked service contract for the Halfaya field, located in
Missan province. Following development studies in 2016, the decision
Since 2017 TOTAL holds a 30% stake in the Al Shaheen oil field
to develop phase 3 of the project to increase production to 400 kb/d
concession located 80 km offshore to the north of Ras Laffan for a
was taken in 2017. The new facilities started up at the end of 2018.
period of 25 years. The Al Shaheen field is operated by the North Oil
Company, held by TOTAL (30%) and Qatar Petroleum (70%). Following the finalization of the acquisition of Mærsk Oil in March
2018, TOTAL holds an 18% interest in the Sarsang field in Iraqi
TOTAL also holds a stake in the Al Khalij offshore field (40%, operator).
Kurdistan.
In addition, the Group participates in the production, processing and
In Yemen, there has been no Group production since 2016. Due to
exporting of gas from the North Field through its stakes in the
the security conditions in the vicinity of Balhaf, Yemen LNG, in which
Qatargas 1 and Qatargas 2 LNG plants:
the Group holds a stake of 39.62%, stopped its commercial
— Qatargas 1: TOTAL holds a 20% interest in the North production and export of LNG in April 2015, when Yemen LNG
Field-Qatargas 1 Upstream field and a 10% interest in the LNG declared force majeure to its various stakeholders. The plant is in a
plant (three trains with a total capacity of 10 Mt/y); and preservation mode.
— Qatargas 2: the Group holds a 16.7% stake in train 5, which has TOTAL holds various stakes in four onshore exploration licenses, for
an LNG production capacity of 8 Mt/y. which a situation of force majeure has been declared. In addition,
TOTAL signed an agreement to sell its interest in Block 5 (Marib
TOTAL offtakes part of the LNG produced in accordance with the
Basin, Jannah license, 15%) in 2018. This agreement remains subject
2006 contracts which provides for the purchase of 5.2 Mt/y of LNG
to the authorities’ approval.
by the Group.
TOTAL holds a 24.5% stake in Dolphin Energy Ltd. that sells gas
from the Dolphin Block in Qatar to the United Arab Emirates and Oman.
(1) Steam Assisted Gravity Drainage: production by injection of recycled water vapor.
(2) Source: Department of Federal Planning, Public Investment and Services, Energy Secretariat.
On the Aquio and Ipati Blocks of the Incahuasi field, the decision In Guyana, TOTAL finalized in 2018 the acquisition of a 35% stake in
was taken to connect the ICS-3 well in 2017, and the increase of the the Canje Block, 25% of the Kanuku Block and 25% of the Orinduik
plant’s capacity to 390 Mcf/d was approved in June 2018. Block, as part of the exploration of the prolific offshore Guyana Basin.
The acquisition of these interests has been approved by the authorities.
An exploration well is expected to be drilled on the Azero exploration
license (50%) in 2019.
Rest of the Americas zone
In Venezuela, the Group’s production was 34 kboe/d in 2018
At the end of 2018, TOTAL disposed of its interests in the Aruba
compared to 44 kboe/d in 2017 and 47 kboe/d in 2016. It comes
exploration license. The Group holds an interest in the Guyane Maritime
from the Group’s interests in PetroCedeño (30.32%) and Yucal Placer
license in French Guiana (100%, operator), on which plug and
(69.5%). The development of the extra heavy oil field of PetroCedeño
abandonmet operations of the negative exploration well GMES-6 are
continues (26 wells were drilled in 2018, compared to 49 in 2017
in progress.
and 39 in 2016), as well as the debottlenecking project for the water
separation and treatment facilities. For information on international
2.1.9.5 Asia-Pacific
economic sanctions concerning Venezuela, refer to point 3.1.9 of
chapter 3. In 2018, TOTAL’s production in the zone of Asia-Pacific was
141 kboe/d, representing 5% of the Group’s overall production,
In Brazil, the Group’s production totaled 19 kboe/d in 2018, which
compared to 244 kboe/d in 2017 and 265 kboe/d in 2016. The
was the Group’s first full year of production in the country.
two main producing countries in this zone in 2018 were Thailand
The production comes from the Libra (20%) field, where the part in
and Australia.
production was renamed Mero in 2017, and the Lapa (35%, operator)
and Iara (22.5%) fields. The Mero field is located in the Santos Basin In Thailand, the Group’s production was 52 kboe/d in 2018
in very deep waters (2,000 m), approximately 170 km off the coast of compared to 58 kboe/d in 2017 and 60 kboe/d in 2016.
Rio de Janeiro. At year-end 2018, 15 wells had been drilled and the This production comes from the Bongkot offshore gas and
production started in 2017 with the FPSO Pioneiro de Libra (50 kb/d condensate field (33.33%). The Thai state-owned company PTT
capacity) designed to carry out the long-term production tests purchases all of the natural gas and condensate production. New
necessary for optimizing future development phases. The first platforms were installed in 2018 to maintain the production plateau.
development phase (17 wells connected to an FPSO with a capacity
In Australia, the Group’s production was 34 kboe/d in 2018
of 150 kb/d) also started in 2017.
compared to 19 kboe/d in 2017 and 16 kboe/d in 2016. It comes
In 2017, TOTAL and Petrobras signed definitive contracts in relation from Gladstone LNG (GLNG) (27.5%) and Ichthys LNG, project for
to a package of assets in Brazil contemplated by their strategic which the start of the offshore production began in July 2018 and
alliance agreed in 2016. As part of this strategic alliance, in January the first export of LNG occured in October 2018. The Ichthys LNG
2018, TOTAL acquired a 22.5% interest in the concession Iara, project involves the development of a gas and condensate field
located in Block BM-S-11A, which is currently under development, located in the Browse Basin. This development includes a platform
as well as a 35% interest and the operatorship in the Lapa field for the production, processing and export of gas, an FPSO for
concession area, located in Block BM-S-9A, which started up in processing and exporting the condensate, an 889 km gas pipeline
2016. TOTAL holds a 35% interest in Lapa field. TOTAL is expected and an onshore liquefaction plant in Darwin. When running at full
to increase to 45% following the finalization of the acquisition of an capacity, the two trains of the gas liquefaction plant will supply
additional interest of 10%, which is subject to approval by the relevant 8.9 Mt/y of LNG, 100,000 barrels of condensates per day and
Brazilian authorities. The agreements provide for the strengthening 1.65 Mt/y of LPG. The LNG has already been sold, mainly on the
of technical cooperation between the two companies, in particular Asian market, under long-term contracts. TOTAL disposed in
by the joint assessment of the exploration potential of promising December 2018 of a 4% interest in the Ichthys LNG project in
areas in Brazil and by the development of new technologies, in Australia, thus reducing TOTAL’s interest in the asset from 30% to
particular in deep offshore. On Iara, the declaration of the 26%.
commerciality of two developments has been made, one for the
GLNG is an integrated production, transportation and liquefaction
development of the two Berbigao and Sururu-West fields, and the
project from the Fairview, Roma, Scotia and Arcadia fields with a
other for the development of the Atapu field. On the Sururu field, a
capacity of 7.8 Mt/y located on Curtis Island, Queensland. The plant’s
six-month production test has been completed and the drilling of an
two trains are in production.
appraisal well has revealed the highest oil column in the pre-salt in
Brazil (530 m). In Brunei, the Group’s production was 19 kboe/d in 2018 compared
to 21 kboe/d in 2017 and 18 kboe/d in 2016. It comes from the
The acquisition of Mærsk Oil in March 2018 allowed for the
Maharaja Lela Jamalulalam condensate gas field on Block B (37.5%,
incorporation of new assets in TOTAL’s portfolio in Brazil: Wahoo
operator) and from the unitized Gumusut-Kakap field, of which the
(28.6%) and Itaipu (40%) respectively on the BMC-30 and
part in Brunei is located on Block CA1 (86.9%, operator). The signing
BMC-32 Blocks in the Campos Basin.
of the unitization agreements in July 2018 gives TOTAL access to
In addition, the Group holds 17 exploration licenses located in the 4.64% of the Gumusut-Kakap field, which started in 2012 and
Barreirinhas, Ceará, Espirito Santo, Foz do Amazonas and Pelotas produced 155 kboe/d of oil in 2018. The gas from the Maharaja Lela
basins. Jamalulalam field is delivered to the Brunei LNG liquefaction plant.
In Colombia, TOTAL started production on the Niscota field (71.4%) On the CA1 deep offshore exploration Block (86.9%, operator), the
in 2017. The commerciality of the development of the field was exploration license was extended for two years in October 2018.
declared In November 2018. The Group’s production totaled
In Myanmar, the Group’s production was 17 kboe/d in 2018
1 kboe/d in 2018.
compared to 19 kboe/d in 2017 and 21 kboe/d in 2016.
In Mexico, TOTAL was awarded exploration licenses in 2016 on
The Yadana field (31.24%, operator), located on the offshore Blocks
three blocks in offshore Mexico, following the country’s first
M5 and M6, primarily produces gas for delivery to PTT for use in Thai
competitive deep water bid round. Located in the Perdido Basin,
power plants. The Yadana field also supplies the domestic market
Block 2 (50%, operator) covers an area of 2,977 km² at depths of
via an offshore pipeline built and operated by MOGE, a Myanmar
between 2,300 and 3,600 meters. TOTAL also holds stakes in Blocks
state-owned company. In 2017, TOTAL started production on the
1 (33.33%) and 3 (33.33%), located in the Salina Basin, and in Block
Badamyar field, a satellite of the Yadana field. This project is expected
15 (60%, operator). In March 2018, TOTAL obtained three exploration
to make it possible to extend production on this gas field, which is
blocks in the shallow waters of the Campeche Basin: Block 32 (50%),
8 Bcf/y, beyond 2020.
Block 33 (50%, operator) and Block 34 (42.5%).
Undeveloped Developed
As of December 31 (in thousands of acres) acreage (a) acreage
(a) Net wells equal the sum of the Group’s equity stakes in gross wells.
Exploration
Europe and Central Asia (excl. Russia) 0.9 0.8 1.7 0.1 1.8 1.9 1.1 1.0 2.1
Russia - - - - - - - - -
Africa (excl. North Africa) 0.1 1.0 1.1 0.2 0.5 0.8 0.7 - 0.7 2
Middle East and North Africa 0.5 - 0.5 0.6 0.5 1.1 0.8 - 0.8
Americas 0.5 1.6 2.1 1.3 0.5 1.7 2.1 0.8 2.9
Asia-Pacific 0.8 - 0.8 1.2 0.7 1.9 1.6 - 1.6
TOTAL 2.8 3.4 6.2 3.4 4.0 7.4 6.3 1.8 8.1
Development
Europe and Central Asia (excl. Russia) 10.1 - 10.1 8.8 - 8.8 13.6 0.5 14.1
Russia 13.4 - 13.4 21.5 - 21.5 18.7 - 18.7
Africa (excl. North Africa) 13.0 0.1 13.1 14.4 - 14.4 14.6 - 14.6
Middle East and North Africa 68.8 - 68.8 82.0 - 82.0 49.3 1.1 50.4
Americas 38.8 0.3 39.1 29.2 0.5 29.7 35.4 - 35.4
Asia-Pacific 116.3 - 116.3 132.4 - 132.4 151.0 - 151.0
TOTAL 260.4 0.4 260.8 288.3 0.5 288.8 282.6 1.6 284.2
TOTAL 263.2 3.8 267.0 291.7 4.5 296.2 288.9 3.4 292.3
(a) Net wells equal the sum of the Group’s equity stakes in gross wells.
(b) Includes certain exploratory wells that were abandoned, but which would have been capable of producing oil in sufficient quantities to justify completion.
(c) For information: service wells and stratigraphic wells are not reported in this table.
Exploration
Europe and Central Asia (excl. Russia) - -
Russia - -
Africa (excl. North Africa) 2 0.5
Middle East and North Africa 1 0.4
Americas 3 2.0
Asia-Pacific - -
TOTAL 6 2.9
(a) Net wells equal the sum of the Group’s equity stakes in gross wells. Includes wells for which surface facilities permitting production have not yet been constructed. Such wells are also
reported in the table “Number of net productive and dry wells drilled”, above, for the year in which they were drilled.
(b) Other wells are developments wells, service wells, stratigraphic wells and extension wells.
AMERICAS
Argentina
TGM Neuquén (TGN) / Paso de Los Libres
Porto alegre (Brazil) (Brazil border) 32.68 X
Brazil
TBG Bolivia-Brazil border Porto Alegre via São Paulo 9.67 X
TSB Argentina-Brazil border
(TGM)/ Porto Alegre Uruguyana (Brazil) Canoas 25.00 X
ASIA-PACIFIC
Australia
GLNG Fairview, Roma,
Scotia, Arcadia GLNG (Curtis Island) 27.50 X
Myanmar
Yadana Yadana field Ban-I Tong (Thai border) 31.24 X X
(a) 100% interest held by Total Gabon. The Group holds an interest of 58.28% in Total Gabon.
(1) Excluding equity affiliates, except for the Yadana and Dolphin pipelines.
TOTAL integrates the climate change in its strategy and anticipates As part of its strategy aiming to develop low carbon activities, several
the new trends on the energy market. Thus, the Group strengthens major acquisitions were made in 2018. In July 2018, the finalization
its development in the natural gas value chain and intends to develop of the acquisition of Engie’s LNG business enabled TOTAL to
profitable activities in low-carbon electricity. consolidate its position as a leading actor in LNG. This acquisition
strengthens TOTAL’s positions in the production of LNG, increases
The activities of TOTAL in the gas business contribute to the growth
the number of long-term purchase and sales agreements, and its
of the Group by ensuring market outlets for its current and future
regasification capacities, in particular in Europe, and adds a fleet of
natural gas production. In addition to its activities in liquefied natural
LNG tankers, thereby offering more flexibility to its portfolio.
gas (LNG) (refer to point 2.1.8 in this chapter), TOTAL is also present
in the trading of natural gas and liquefied petroleum gas (LPG). TOTAL also signed an agreement with KKR-Energas for the
acquisition of two combined-cycle natural gas power plants in France.
TOTAL is present along the entire electricity value chain, from the
In September 2018, TOTAL finalized the acquisition of Direct Énergie
production of low carbon electricity to marketing activities. TOTAL’s
(France’s top alternative energy supplier (4)) and its subsidiary Quadran
activities in electricity production rely on its subsidiaries Direct Énergie,
(developer and owner of renewables assets), thereby speeding up its
Quadran, Total Solar and its shareholdings in SunPower and Total
strategy to integrate the gas-electricity chain in Europe. In December
Eren. TOTAL is also involved in electricity storage (Saft Groupe),
2018, TOTAL and EPH also signed an agreement allowing TOTAL,
as well as in services to reduce the energy consumption of its
subject to authorisation by the competent authorities, to acquire in
customers and the environmental footprint, in particular through its
2020 two gas power turbines in France.
Greenflex subsidiary or through projects to capture, store or use CO2.
2.2.1 LNG
A pioneer in the LNG industry, TOTAL is today one of the world’s 2.2.1.4 LNG trading
leading players (1) in the sector and has solid and diversified positions
The Group’s activities are developing in LNG trading through major
both in the upstream and downstream of the LNG chain.
sale and purchase contracts and are reinforced by the acquisition of
LNG development is a key element of the strategy of the Group,
Engie’s portfolio of LNG activities. In 2018, these LNG trading
which is strengthening its positions in most major production regions
activities represented a volume of 17.1 Mt compared with 7.6 Mt in
and main markets.
2017 and 5.1 Mt in 2016.
2.2.1.1 LNG production The portfolio focuses, in particular, on Asian markets (China, South
Korea, India, Indonesia, Japan and Taiwan) and is made up of spot
Through its interests in liquefaction plants in Angola, Australia, Egypt,
and long-term contracts that enable TOTAL to supply gas to its main
the United Arab Emirates, Nigeria, Norway, Oman, Qatar, Russia and
customers worldwide, while keeping sufficient flexibility to seize
Yemen (2), the Group sells LNG across markets worldwide. In 2018,
market opportunities.
the share of LNG production was 11.1 Mt, compared to 11.2 Mt in
2017 and 11 Mt in 2016. In 2018, the Ichthys (Australia) and Yamal In 2018, the trading teams were located in London, Paris, Houston
LNG (Russia) plants started producing LNG. The growth of LNG and Singapore.
production sold by TOTAL over the coming years is expected to be
In 2018, TOTAL bought 173 shipments under long-term contracts
ensured by the Group’s liquefaction projects under construction
from Algeria, Australia, Egypt, the United States, Nigeria, Norway,
(in the United States and Russia), or by projects currently under study
Qatar and Russia and 97 spot or medium-term shipments, compared
(Papua New Guinea, Nigeria, Russia, Oman, Mexico and the United
with 59 and 49 in 2017, and 51 and 19 in 2016 respectively. Deliveries
States (3)).
from Yemen LNG have been halted since 2015.
Thereby, in March 2019, Total has signed the definitive agreement
with PAO Novatek (4) for the acquisition of a direct 10% interest in 2.2.1.5 LNG regasification
Arctic LNG 2. Furthermore, a Memorandum of Understanding (MOU)
TOTAL has entered agreements that provide a long-term access to
signed with the government of Oman is expected to enable the
LNG regasification capacity worldwide, through existing assets or
Group to develop a regional hub for the delivery of an LNG bunker
projects under development in Europe (Belgium, France and the
service to ships, using the natural gas resources from Block 6. Finally,
United Kingdom), the Americas (the United States, Panama and
TOTAL has signed an MOU with Sempra Energy for the development
Mexico), Asia (India and Myanmar) and Africa (Côte d’Ivoire). TOTAL
of projects for the export of North American LNG, including the
also charters two FSRUs.
expansion of Cameron LNG in Louisiana and the Energia Costa Azul
project in Baja California, Mexico. In 2018, TOTAL has an LNG regasification capacity in the range of
27 Bcm/y, of which 20 Bcm/y comes from the acquisition of Engie’s
2.2.1.2 Long-term Group LNG sales and purchases LNG activities.
TOTAL acquires long-term LNG volumes mainly from liquefaction In France, TOTAL holds a 27.5% interest in Fosmax LNG.
projects in which the Group holds an interest (Egyptian LNG in Egypt, The terminal received 65 vessels in 2018, compared with 55 in 2017
Ichthys in Australia, Qatargas 2 in Qatar, Nigeria LNG in Nigeria, and 54 in 2016.
Snøhvit in Norway, Yamal LNG in Russia and Yemen LNG in Yemen).
In October 2018, TOTAL sold its 9.99% stake in the Dunkerque LNG
Furthermore, TOTAL also acquired long-term LNG volumes from
terminal, with a capacity of 13 Bcm/y.
American projects in which the Group has no equity (Sabine Pass,
Corpus Christi, Cove Point). These volumes support the expansion In the United Kingdom, through its equity interest in the Qatargas
of the Group’s worldwide LNG portfolio. Since 2009, a growing 2 project, TOTAL holds an 8.35% stake in the South Hook LNG
portion of the long- term volume purchased by the Group that was regasification terminal, with a total capacity of 21 Bcm/y.
initially intended for delivery to North American and European markets
In the United States, in 2004, TOTAL has reserved a regasification
has been diverted to Asian markets, benefitting from a better price
capacity of approximately 10 Bcm/y in the Sabine Pass terminal
environment.
(Louisiana) for a 20-year period until 2029. In 2012, TOTAL and
New LNG sources arising from, among others, the acquisition of Sabine Pass Liquefaction (SPL) signed agreements allowing TOTAL’s
Engie’s LNG assets in the United States (Cameron LNG) are expected reserved regasification capacity to gradually be transferred by TOTAL
to ensure the growth of the Group’s LNG portfolio. The Group is to SPL in return for a payment.
developing new LNG markets by launching projects of Floating
In India, TOTAL disposed of its 26% stake in the Hazira terminal in
Storage and Regasification Units (FSRU) for the import of LNG, for
January 2019. The terminal received 67 vessels in 2018, compared
example in Myanmar or Côte d’Ivoire, in addition to the two FSRUs
with 44 in 2017 and 61 in 2016. Furthermore, in October 2018,
already in operation following the acquisition of Engie’s LNG activities.
TOTAL and Adani Group signed an agreement to develop several
TOTAL holds several significant contracts for the long-term sale of LNG regasification terminals, including Dhamra LNG on the east
LNG in Chile, China, South Korea, Spain, the United States, coast of India, and to develop the marketing of LNG in India.
Indonesia, Japan, Panama, the Dominican Republic, Singapore and Thus, TOTAL relies on a recognized local partner to break into the
Taiwan. Indian market.
In Myanmar, a consortium led by TOTAL has been tasked with the
2.2.1.3 LNG shipping
responsibility of developing an integrated project, including an FSRU
As part of its LNG shipping activities, TOTAL uses a fleet of 15 LNG LNG regasification terminal at Kanbauk, a 1,230 MW production
vessels, 12 of which come from the acquisition of Engie’s LNG plant and the supply of electricity as far as Yangon, which is expected
portfolio. In addition to the fleet, TOTAL may also charter extra vessels to start up in 2023.
on a spot and short-term basis to meet trading needs.
(1) Publicly available information: upstream and downstream LNG portfolios in 2018.
(2) The Yemen LNG plant has been halted since 2015. For more information, refer to point 2.1.8 of this chapter.
(3) TOTAL holds since 2017 an interest in Tellurian Inc. which is listed on the NASDAQ, (18.38% on December 31, 2018).
(4) A Russian company listed on the Moscow and London stock exchanges and in which the Group held an interest of 19.4% as of December 31, 2018.
2.2.2.1 Trading excluding LNG TOTAL also sells sulfur, mainly from the production of its refineries.
In 2018, 1.4 Mt was sold, compared with 0.9 Mt in 2017 and 0.7 Mt
Following the sale in 2015 of its subsidiary Total Coal South Africa,
in 2016.
the Group ceased its coal production activities. Moreover, in 2016,
the Group stopped its coal sales and trading activities.
C) Natural gas and electricity
A) LPG TOTAL is pursuing gas and electricity trading operations in Europe
2
and North America in order to sell the Group’s production and to
In 2018, TOTAL traded and sold nearly 5.2 Mt of LPG (propane and
supply the marketing subsidiaries and other entities of the Group.
butane) worldwide, compared to 4.9 Mt in 2017 and 5.3 Mt in 2016.
Nearly 30% of these quantities came from fields or refineries operated In Europe, TOTAL sold 46.4 Bcm of natural gas in 2018, compared
by the Group. This trading activity was conducted by means of seven with 33.3 Bcm in 2017 and 32.9 Bcm in 2016 (1). The Group also
long-term chartered vessels. In 2018, 255 journeys were necessary traded 65.4 TWh of electricity in 2018, compared to 70.2 TWh in
for transporting the negotiated quantities, including 156 journeys 2017 and 49.1 TWh in 2016, mainly from external sources.
carried out by TOTAL’s long-term chartered vessels and 99 journeys
In North America, TOTAL sold 13.7 Bcm of natural gas in 2018
by spot-chartered vessels.
from its own production or from external resources, compared to
12.1 Bcm in 2017 and 10.1 Bcm in 2016.
B) Petcoke and sulfur
TOTAL sells petcoke coming from the Port Arthur refinery in the 2.2.2.2 Transport of natural gas
United States and the Jubail refinery in Saudi Arabia. Petcoke is sold
The Group holds interests in gas pipelines (refer to point 2.1.14 of
to cement producers and electricity producers mainly in India, as
this chapter) located in Brazil and Argentina.
well as in Mexico, Brazil, other Latin American countries and Turkey.
2.2 Mt of petcoke were sold on the international market in 2018,
compared to 2.1 Mt in 2017 and 1.9 Mt in 2016.
In the second half of 2018, TOTAL accelerated its strategy to integrate In Brazil, TOTAL and Petrobras pursue the study of new business
the gas-electricity chain in Europe and to develop low-carbon opportunities in the natural gas.
electricity by acquiring Direct Énergie and two combined-cycle natural
gas power plants in France from KKR-Energas. Consequently, 2.2.3.2 Electricity production from renewables
TOTAL has the capacity to produce 2.7 GW of low-carbon electricity
As part of its development in low-carbon electricity, TOTAL relies on
from gas and renewables (in Group share) worldwide.
its Quadran and Total Solar subsidiaries and its shareholdings in
SunPower and Total Eren.
2.2.3.1 Electricity production from natural gas
The construction of a portfolio of combined-cycle gas power plants A) SunPower
in Europe is part of the strategy to integrate the gas and electricity
TOTAL has held, since 2011, a majority interest in SunPower (55.66%
value chain, from production to marketing, and compliments well the
as of December 31, 2018), an American company listed on NASDAQ
sources of production of intermittent renewable electricity.
and based in California.
Furthermore, the flexible production of these power plants enables
the Group to optimize its customers’ electricity supply costs. Since 2017, SunPower has focused its activities on two segments:
on the one hand, the design, production and international sale of
In France and Belgium, TOTAL owns four combined-cycle natural
very high-efficiency solar cells and panels, and, on the other hand,
gas (CCGT) power plants. The global installed capacity is 1.6 GW.
the sale of photovoltaic systems, that increasingly include storage, in
TOTAL holds a 60% stake in project to build a fifth 0.4 GW CCGT
the United States. SunPower had a capacity to produce
power plant in Landivisiau, France. The agreement signed in
Inter-digitated Back Contact (IBC) cells of almost 1.2 GW/y at the
December 2018 with EPH will bring to TOTAL portfolio two additional
end of 2018. The cells are then assembled into solar panels in plants
gas power turbines (0.8 GW) from 2020, subject to authorisation by
located mainly in France and Mexico. To enlarge its commercial
the competent authorities.
offering, SunPower has marketed, since 2016, a new range of panels
In Abu Dhabi, the Taweelah A1 gas power plant, which is owned by to target the most competitive market sectors while continuing to
the Gulf Total Tractebel Power Company (TOTAL, 20%), combines hold a technological edge over its competitors. SunPower is finalizing
electricity generation and water desalination. The plant has a net the development of its future highly efficient technology, which
power generation capacity of 1.6 GW and a water desalination significantly reduces costs, and has launched its industrial
capacity of 385,000 m³ per day. The plant’s production is sold to deployment.
Abu Dhabi Water and Electricity Company (ADWEC) as part of a
SunPower markets its panels worldwide for applications ranging from
long-term agreement.
residential and commercial roof tiles to solar power plants.
(1) The data for 2017 and 2016 financial years have been restated and include the supply of the marketing subsidiaries.
In 2018, the worldwide photovoltaic market remained dynamic, with wind, solar, hydroelectric and biogas assets in France, and develops
estimated growth of 14% (compared with 30% in 2017) of newly a series of renewable electricity projects that have reached different
installed capacities (1). SunPower installed more than 1.5 GW in 2018, stages of maturity.
compared to 1.4 GW in 2017 and 1.3 GW in 2016.
C) Total Eren
In the American market, SunPower is one of the leading players on
the residential, industrial and commercial markets, and is driving the In December 2017, TOTAL acquired a 23% interest in Eren
development of smart energy offerings (a combination of photovoltaic Renewable Energy, which has since been renamed Total Eren.
solar power, storage and other services). TOTAL will be able to take control of Total Eren after a period of five
years. Through its partnerships with local developers, Total Eren
As part of its recentering strategy, SunPower sold, in June 2018, its
today manages numerous energy projects in countries and regions
stake in 8point3 Energy Partners to an investment fund in the energy
where renewable energies represent an economically viable response
sector. In 2018, SunPower also sold its inverters activity and its last
to a growing demand for energy, such as Asia-Pacific, Africa and
solar farm projects that were under development, mainly in the
Latin America.
Americas.
Total Eren has a diversified set of assets in renewable energies
In October 2018, SunPower acquired certain assets of SolarWorld
(wind, solar and hydraulic), representing a gross installed capacity of
Americas, in particular the Hillsboro plant in Oregon, thereby
about 1.3 GW (in 100%) in operation or under construction around
strengthening its position in the production of solar panels in the
the world.
United States. In September 2018, the American government
exempted the IBC technology of the customs tariffs imposed by the
D) Total Solar
American authorities on imports of cells and panels in January 2018.
Total Solar, which is 100% owned by the Group, contributes to the
B) Quadran development of activities in solar power, with a focus on two market
segments:
In 2018, TOTAL maintained its policy of investing in low-carbon
businesses with the acquisition of Direct Énergie, which owns — decentralized photovoltaic systems aimed at industrial or
Quadran. This company enables the Group to speed up its commercial customers (B2B) entering into private PPAs (power
development in solar and wind power, biogas and in hydroelectricity purchase agreements); and
in France.
— ground-mounted solar power plants in targeted geographical
This acquisition adds 0.7 GW gross installed capacity (in 100%). areas: Europe, the Middle East, Japan and South Africa.
At the end of 2018, Quadran operates a portfolio of 213 onshore
With a customer portfolio in excess of 5 million sites delivered and subsidiary Total Gas & Power Nederland B.V. The volumes delivered
133 TWh, TOTAL is now targeting 15% market share in France and in 2018 were 0.4 Bcm of gas and 0.4 TWh of electricity, compared
Belgium within 5 years in the residential segment. with 0.3 Bcm and 0.2 TWh in 2017.
In France, TOTAL operates in the natural gas and electricity markets In Belgium, TOTAL operates on the natural gas and electricity supply
for industrial and commercial customers through its Total Énergie markets through its subsidiaries Lampiris and Direct Énergie.
Gaz and, Direct Énergie since 2018, marketing subsidiaries, whose The Lampiris and Poweo by Direct Énergie brands are present in the
global gas sales totaled 1.8 Bcm in 2018, compared with 1.9 Bcm in residential segment, while Total Gas & Power Belgium operates in
2017 and 2.2 Bcm in 2016. TOTAL also operates on the domestic the industrial and commercial segments. In 2018, the volumes of
market through its subsidiary Total Spring (previously known as gas delivered amounted to almost 0.8 Bcm, compared with 0.7 Bcm
Lampiris France) and Direct Énergie. The sales of Total Spring and in 2017, while electricity sales totaled almost 3.7 TWh, compared
Direct Énergie in the residential segment (electricity and gas) totaled with 3.7 TWh in 2017.
17.9 TWh in 2018, compared with 3.8 TWh in 2017.
In Spain, TOTAL Gas y Electricidad España markets electricity to the
In the United Kingdom, TOTAL sells natural gas and electricity in industrial and commercial segments since January 2018. In 2018,
the industrial and commercial segment through its subsidiary Total the volume of electricity sales reached 0.1 TWh. The Group sold its
Gas & Power Ltd. In 2018, the volume of gas sales totaled 4.2 Bcm, 35% stake in Cepsa Gas Comercializadora in 2017.
compared with 4.3 Bcm in 2017 and 4.0 Bcm in 2016. Electricity
In Argentina, the subsidiary Total Gas Marketing Cono Sur is in
sales were nearly 10.1 TWh in 2018, compared to 9.1 TWh in 2017
charge of marketing the gas produced by Total Austral, the Group’s
and 7.4 TWh in 2016.
production subsidiary, as well as marketing the gas produced by
In Germany, Total Energie Gas GmbH, a marketing subsidiary of third parties. In 2018, the volume of gas sales reached 4.3 Bcm,
TOTAL, marketed 1.2 Bcm of gas in 2018 to industrial and compared to 4.2 Bcm in 2017 and 4.0 Bcm in 2016.
commercial customers, compared to 1.2 Bcm in 2017 and 0.9 Bcm
The Group holds stakes in the marketing companies that are
in 2016. Electricity sales were 0.5 TWh in 2018, compared with
associated with the LNG regasification terminals located at Altamira
0.3 TWh in 2017.
in Mexico and Hazira in India. In early 2019, TOTAL closed the sale
In the Netherlands, TOTAL operates in the natural gas and electricity of its stake in the regasification company in India that also owned the
markets for industrial and commercial customers through its marketing activity.
Energy storage is a major challenge for the future of power grids and The acquisition of 100% of the shares of Saft Groupe S.A. (“Saft”),
a vital accompaniment to renewable energies, which are intermittent completed in August 2016 following a successful voluntary takeover
by nature. Large-scale electricity storage is essential to promote the bid, fully aligned with TOTAL’s goal to develop in low-carbon
growth of renewables and enable them to make up a significant businesses.
share of the electricity mix.
2.2.6.1 Energy efficiency services In this area, the Group intends to participate directly or indirectly (via
the OGCI fund in particular) in large-scale pilot projects. TOTAL thus
The energy efficiency services market is experiencing strong growth,
launched, in 2017, studies with Equinor and Royal Dutch Shell for
which is expected to accelerate in the coming years. In this context,
developing the transport and storage aspects of the first industrial
the Group is investing in this market, with the aim of helping
commercial project in the world for the capture, transport and storage
customers optimize their consumption and emissions, in particular
of CO2, with a capacity of 1.5 Mt of CO2/y. The project aims to store
by choosing between the best energy sources.
the emissions from two industrial sites near Oslo, Norway, and will
In 2017, the Group finalized the acquisition of GreenFlex, a French also be able to collect emissions from other emitters. TOTAL also
company founded in 2009 with over 700 customers. GreenFlex supports the feasibility studies conducted by the OGCI fund, with
employs around 400 people and recorded sales of €410 million at 5 other partners, on a project located in Teesside (United Kingdom).
year-end 2018, compared to €359 million at year-end 2017. This project combines gas based power generation with capture of
the related CO2, the collection of the CO2 emissions from neighboring
This acquisition is fully aligned with the Group’s strategy for growth
industries, its offshore storage and its possible recovery in other uses.
in the energy performance sector, in priority in major European
countries.
2.2.6.4 Access to energy
2.2.6.2 Total Energy Ventures First launched in 2011 in four pilot countries, TOTAL’s solar solutions
for access to energy were distributed in 40 countries by 2018.
Total Energy Ventures (TEV) invests in the initial development phases
By the end of 2018, 2.7 million lamps and solar kits had been sold,
of companies that offer technologies or economic models of strategic
improving the day-to-day lives of nearly 12 million people.
interest to TOTAL. These areas of interest include renewable energies,
The distribution channels used are both TOTAL’s traditional networks
digital energy, energy storage and mobility services. Whereas
(service stations) and “last mile” networks built with local partners to
historically TEV invested predominantly in Europe and the United
bring these solutions to isolated areas. Reseller networks are set up
States, the company started investing in 2018 in China. In particular,
and economic programs developed with the support of external
TEV signed an agreement with NIO Capital to cooperate and invest
partners to recruit and train young solar resellers.
in the mobility segment.
In addition, in 2018, around 10 incubation projects were launched
TEV also launched its investment platform dedicated to emerging
with start-ups in the nano-grid, mini-grid, recycling and Wi-Fi terminals
markets, and in particular to companies developing business models
segments. More than 20 business partnerships were also deployed
for access to energy for people who are not connected to the grid.
in the field, with organizations ranging from NGOs and development
Initially, this activity will be focused on Africa.
agencies, to professional customers (distributors, major TOTAL
accounts, etc.) and international organizations.
2.2.6.3 Carbon capture, use and storage
In order to promote a new industry in the field of carbon capture,
utilization and storage (CCUS), the Group is examining the possibility
of developing new businesses to enable its industrial, domestic or
electricity producing customers to capture, store, utilize or neutralize
their CO2 emissions.
TOTAL considers CCUS to be one of the key drivers to tackle the
challenge of the climate change and is particularly interested in the
development of new business and industrial models associated with
this value chain.
1,965
1,852 1,827
1,471
1,365 1,391
Refining & Chemicals includes refining, base petrochemicals (olefins Group sold its stake in TotalErg, which held a stake in the Trecate
and aromatics), polymer derivatives (polyethylene, polypropylene, refinery in Italy.
polystyrene and hydrocarbon resins), biomass conversion and
The Group’s main petrochemical sites in Europe are located in
elastomer processing (Hutchinson). The electroplating chemistry
Belgium, in Antwerp (steam crackers, aromatics, polyethylene) and
(Atotech) and adhesives (Bostik) activities were sold in 2017 and
Feluy (polyolefins, polystyrene), and in France, in Carling (polyethylene,
2015, respectively. The volume of its Refining & Chemicals activities
polystyrene, polypropylene compounds), Feyzin (steam cracker,
places TOTAL among the top 10 integrated producers worldwide (1).
aromatics), Gonfreville (steam crackers, aromatics, styrene,
The strategy of Refining & Chemicals integrates a constant polyolefins, polystyrene) and Lavéra (steam cracker, aromatics,
requirement for safety, a core value of the Group, and the priority polypropylene). Europe accounts for 48% of the Group’s
given to the management of its environmental footprint. In a context petrochemicals capacity, i.e., 10,277 kt at year-end 2018, compared 2
of rising worldwide demand for oil and petrochemicals driven by to 10,293 kt at year-end 2017 and 10,383 kt at year-end 2016.
non-OECD countries and the entry of new capacities into the market,
— In France, the Group continues to improve its operational
the strategy involves:
efficiency in a context of stagnation in the consumption of
— improving competitiveness of refining and petrochemicals petroleum products in Europe.
activities by making optimal use of industrial means of production
In 2018, TOTAL continued the significant modernization plan
and concentrating investments on large integrated platforms;
announced in 2015 for its refining facilities in France, in particular
— developing petrochemicals in the United States and the Middle at La Mède, with an investment decision made in 2015 for around
East by exploiting the proximity of cost-effective oil and gas €275 million to transform the site and in particular create the first
resources in order to supply growing markets, in particular Asia; biorefinery in France. The first step of this investment took place
and at the end of 2016 when the processing of crude oil ended.
The industrial transformation of La Mède will contribute to
— innovating in low carbon activities by developing biofuels,
respond to the growing demand for biofuels in Europe as from
biopolymers and plastics recycling solutions as well as materials
the first half of 2019. Other activities, such as a logistics and
contributing to the energy efficiency of the Group’s customers, in
storage platform, a solar energy farm and a training center were
particular in the automotive market.
developed on the site since 2017, in addition to an AdBlue (4)
production plant, which started up in August 2018.
2.3.1.1 Refining and petrochemicals
In Donges, the €400 million investment project for the
TOTAL’s refining capacity was 2,021 kb/d as of December 31, 2018,
construction of intermediate feedstock desulfurization units and
same as at year-end 2017 and compared to 2,011 kb/d at year-end
hydrogen production units is under study. This program requires
2016. The Refining & Chemicals segment managed a capacity of
the re-routing of the railroad track that currently crosses the
1,993 kb/d at year-end 2018, or 99% of the Group’s total capacity.
refinery. A three-party memorandum of intent to fund this
TOTAL has equity stakes in 18 refineries (including nine operated by re-routing work between the French State, local authorities and
companies of the Group), located in Europe, the Middle East, the TOTAL was signed at the end of 2015.
United States, Asia and Africa (2).
In petrochemicals, the Group reconfigured the Carling platform
The petrochemicals businesses are located mainly in Europe, the in Lorraine. Since the shutdown of the steam cracking activity in
United States, Qatar, South Korea and Saudi Arabia. Most of these 2015, new hydrocarbon resins and compound polypropylene
sites are either adjacent to or connected by pipelines to Group production units have been in activity.
refineries. As a result, TOTAL’s petrochemical operations are
— In Germany, TOTAL operates the Leuna refinery (100%), where
integrated within its refining operations, thereby maximizing synergies.
a new benzene extraction unit (approximately 60 kt/y) started up
Between 2011 and 2016, the Group reduced its production late 2017. In 2015, the Group completed the sale of its stake in
capacities in Europe by 20%, thereby fully meeting the target it had the Schwedt refinery (16.7%) and acquired a majority stake in
set for 2017. Since then, the major investment project launched in Polyblend, a manufacturer of polyolefin compounds that are
2013 on the Antwerp platform in Belgium has been completed, with mainly used in the automotive industry.
the aim of improving the site’s conversion rate and increasing the
— In Belgium, the Group finalized a major project in 2017 to
flexibility of the steam crackers. The project to transform the La Mède
modernize its Antwerp platform, with:
refinery into a biorefinery continues.
– new conversion units in response to the shift in demand
towards lighter petroleum products with a very low sulfur
A) Activities by geographical area
content, and
a) Europe – a new unit to convert part of the combustible gases recovered
from the refining process into raw materials for the
TOTAL is the second largest refiner and petrochemist in Western
petrochemical units.
Europe (3).
In addition, the Group has developed a project to enable greater
Western Europe accounts for 71% of the Group’s refining capacity,
flexibility on one of the steam-cracking units and has thus been
i.e., 1,437 kb/d at year-end 2018, compared with 1,454 kb/d at
processing ethane since 2017.
year-end 2017 and year-end 2016.
— In the United Kingdom, TOTAL decreased the capacity of the
The Group operates eight refineries in Western Europe (one in
Lindsey refinery by half in 2016, reducing it to 5.5 Mt/y.
Antwerp, Belgium, five in France in Donges, Feyzin, Gonfreville,
The investment plan also focuses on improving the conversion
Grandpuits and La Mède, one in Immingham, United Kingdom, and
ratio, adapting logistics and simplifying the refinery’s organization,
one in Leuna, Germany) and owns a 55% stake in the Vlissingen
thereby lowering the site’s break-even point.
refinery (Zeeland) in the Netherlands. In the first quarter of 2018, the
(1) Based on publicly available information, refining and petrochemicals production capacities at year-end 2017.
(2) Earnings related to certain refining assets in Africa and to the TotalErg joint-venture, sold during the first quarter of 2018, which held a stake in the Trecate refinery in Italy, are included in
the results of the Marketing & Services segment.
(3) Based on publicly available information, 2017 refining capacities.
(4) Fuel additive intended for road transport and designed to lower nitrogen oxide (NOX) compound emissions.
b) North America In China, TOTAL holds a 22.4% stake in WEPEC, a company that
operates a refinery located in Dalian. The sale of this stake to one of
The Group’s main sites in North America are located in Texas, at Port
the Chinese partners of the joint-venture is in the process of being
Arthur (refinery, steam cracker), Bayport (polyethylene), La Porte
finalized. During the first quarter of 2019, the Group sold its
(polypropylene) and in Louisiana, at Carville (styrene, polystyrene).
polystyrene activity in China, which notably included two plants in
At Port Arthur, TOTAL holds at the same site a 100% interest in a Foshan (Guangdong province) and Ningbo (Zheijiang province) in the
178 kb/d capacity refinery and a 40% stake in BASF Total Shanghai region, each with a capacity of 200 kt/y.
Petrochemicals (BTP), which has a condensate splitter and a steam
In South Korea, TOTAL has a 50% stake in Hanwha Total
cracker. The Group continues to work on strengthening the synergies
Petrochemicals Co., Ltd. (HTC), which operates a petrochemical
between these two plants. The BTP cracker can produce more than
complex in Daesan (condensate splitter, steam cracker, styrene,
1 Mt/y of ethylene, of which more than 85% on ethane, propane and
paraxylene, polyolefins). Following the launch in 2014 of new
butane, which are produced in abundance locally.
aromatics (paraxylene and benzene) and polymer units (EVA2), HTC
At La Porte, TOTAL operates a large polypropylene plant, with a continued to expand its activities and the steam cracker now has an
capacity of 1.2 Mt/y. ethylene production capacity of 1.1 Mt/y and a styrene production
capacity of 1.1 Mt/y. The EVA2 and ARO2 units were debottlenecked
At Carville, TOTAL operates a styrene plant with a capacity of
in 2016 and 2017 respectively. In addition, investments totaling
1.2 Mt/y, in a 50% joint-venture with SABIC and a polystyrene unit
$750 million were decided in 2017 to increase the ethylene
with a capacity of 700 kt/y, which is 100% owned.
production capacity by 30% and the polyethylene production capacity
Finally, in partnership with Borealis and Nova Chemicals, TOTAL by more than 50%. At the end of 2018, the decision was taken to
started construction in 2017 of a new ethane cracker with an ethylene make an additional investment of $500 million to increase the
production capacity of 1 Mt/y on the Port Arthur site for an investment polypropylene production capacity by nearly 60% by 2020 to reach
of $1.7 billion. The partners in the joint-venture (TOTAL, 50%) decided 1.1 Mt/y, and to increase its ethylene production capacity by 10% to
in September 2018 to develop a new polyethylene unit downstream reach 1.5 Mt/y.
of the cracker, in addition to the capacities of the Bayport site which
In Qatar, the Group holds interests (1) in two ethane-based steam
TOTAL contributed to the joint-venture. This integrated development
crackers (Qapco, Ras Laffan Olefin Cracker-RLOC) and four
is expected to more than double the site’s polyethylene capacity to
polyethylene lines operated by Qapco in Messaied, including the
1.1 Mt/y and to thus maximize synergies with the existing assets at
Qatofin linear low-density polyethylene plant with a capacity of
Port Arthur and Bayport.
550 kt/y and a Qapco 300 kt/y low-density polyethylene line which
c) Asia, the Middle East and Africa started up in 2012.
TOTAL is continuing to expand in growth areas and is developing TOTAL holds a 10% stake in the Ras Laffan condensate refinery, the
sites in countries with favorable access to raw materials. The Group capacity of which increased to 300 kb/d following completion of the
has first-rate platforms in these markets, which are ideally positioned project to double the refinery’s capacity; the new facilities were
for growth. commissioned in late 2016.
In Saudi Arabia, TOTAL has a 37.5% stake in SATORP (Saudi In the United Arab Emirates, in November 2018, TOTAL sold a
Aramco Total Refining and Petrochemical Company), which operates 33.3% stake that it held in ADNOC Fertilizers, which operates a plant
the Jubail refinery. It has been fully operational since mid-2014. producing 2 Mt/y of urea in Ruwais.
This refinery, situated close to Saudi Arabia’s heavy crude oil fields,
In Algeria, in October 2018, the Group signed a shareholders’
increased its capacity by 10% to 440 kb/d following the
agreement with Sonatrach to create the joint-venture (Sonatrach 51%
debottlenecking in early 2018 during its first major shutdown.
and TOTAL 49%) to implement a joint petrochemicals project in
The refinery’s configuration enables it to process these heavy crudes
Arzew, in western Algeria. This project includes the construction of a
and sell fuels and other light products that meet very strict
propane dehydrogenation plant and a polypropylene production unit
specifications and are mainly intended for export. The refinery is also
with a capacity of 550 kt/y. The joint-venture was incorporated in
integrated with petrochemical units: an 800 kt/y paraxylene unit, a
January 2019.
200 kt/y propylene unit, and a 140 kt/y benzene unit. In addition,
TOTAL and Saudi Aramco signed in October 2018 an agreement to In Africa, the Group also holds interests in four refineries (South
jointly develop the engineering studies for the construction of a Africa, Cameroon, Côte d’Ivoire, Senegal) after the sale of its interest
petrochemicals complex adjacent to the refinery. This gigantic project in the refinery in Gabon in 2016. Refining & Chemicals provides
will include a mixed-load steam cracker (50% ethane and refinery technical assistance for two of these refineries: the Natref refinery
gas) with a capacity of 1.5 Mt/y and polyethylene units. with a capacity of 109 kb/d in South Africa and the SIR refinery with
a capacity of 80 kb/d in Côte d’Ivoire.
(a) Capacity data based on crude distillation unit stream-day capacities under normal operating conditions, less the average impact of shutdowns for regular repair and maintenance
activities.
(b) Crude oil processing stopped indefinitely at the end of 2016.
(c) The condensate splitter held by the joint-venture between TOTAL (40%) and BASF (60%) located in Port Arthur refinery has been taken into account since end 2015.
(d) TOTAL’s share as of December 31, 2018 in the nine refineries in which it has equity stakes ranging from 7% to 55% (one each in the Netherlands, China, South Korea, Qatar, Saudi Arabia
and four in Africa). TOTAL sold, in December 2016, its stake in the SOGARA refinery in Gabon. In 2017, TOTAL also sold a portion of its interests in the SIR refinery in Côte d’Ivoire and
SAR refinery in Senegal. In 2018, the Group sold its stake in TotalErg, which held a stake in the Trecate refinery in Italy.
C) Refined products
The table below sets forth by product category TOTAL’s net share (a) of refined quantities produced at the Group’s refineries:
(kb/d) 2018 2017 2016
(a) For refineries not 100% owned by TOTAL, the production shown is TOTAL’s equity share in the site’s overall production.
(b) Avgas, jet fuel and kerosene.
D) Utilization rate
The table below sets forth the average utilization rates of the Group’s refineries:
2018 2017 2016
(a) Including equity share of refineries in which the Group has a stake.
(b) Crude + crackers’ feedstock/distillation capacity at the beginning of the year.
(c) Crude/distillation capacity at the beginning of the year.
Asia and
North Middle
As of December 31 (in kt) Europe America East (a) Worldwide Worldwide Worldwide
Olefins (b)
4,296 1,555 1,579 7,430 7,378 7,468
Aromatics (c)
2,874 1,512 2,581 6,967 6,909 6,844
Polyethylene 1,120 223 792 2,135 2,357 2,338
Polypropylene 1,350 1,200 400 2,950 2,950 2,950
Polystyrene 637 700 408 1,745 1,745 1,745
Other (d)
- - 100 100 63 63
TOTAL 10,277 5,190 5,860 21,327 21,401 21,407
(a) Including interests in Qatar, 50% of Hanwha Total Petrochemicals Co. Ltd. and 37.5% of SATORP in Saudi Arabia.
(b) Ethylene + propylene + butadiene.
(c) Including monomer styrene.
(d) Mainly monoethylene glycol (MEG), polylactic acid polymer (PLA) and cyclohexane.
F) Developing new avenues for the production of fuels c) Biotechnologies and the conversion of biomass
and polymers
TOTAL is exploring a number of opportunities for developing biomass
TOTAL is exploring new ways to monetize carbon resources, and has launched numerous collaborative R&D projects for the
conventional or otherwise (natural gas, biomass, waste). These development of bio-sourced molecules with various academic
projects are part of the Group’s commitment to building a diversified partners (the Joint BioEnergy Institute, United States, the University
energy mix generating lower CO2 emissions. of Wageningen, Netherlands and the Toulouse White Biotechnology
consortium, France) or through its Novogy subsidiary (Massachusetts,
Regarding biomass development, TOTAL is pursuing several industrial
United States). In addition, TOTAL holds an interest in Amyris Inc. (1),
and exploratory projects. The scope of these developments is broad
an American company listed on NASDAQ.
since they entail defining access to the resource (nature, sustainability,
location, supply method, transport), the nature of the molecules and On its R&D platform in Solaize (France), TOTAL develops new
target markets (fuels, petrochemicals, specialty chemicals) and the biocomponents derived from the transformation of the biomass by
most appropriate, efficient and environmentally friendly conversion using a methodology based on predictive modeling and chemical
processes. transformation into high added-value biomolecules.
a) Biomass to fuels In the longer term, the Group is also studying the potential for
developing a cost-effective phototrophic process for producing
In Europe, TOTAL produces biofuels, notably hydrotreated vegetable
biofuels through bioengineering of microalgae and microalgae
oils (HVO) for incorporation into diesel, and ether produced from
cultivation methods. It has several European partners in this field
ethanol and isobutene (ETBE) for incorporation into gasoline.
(CEA, Wageningen).
As part of the La Mède refinery transformation program announced
d) Plastics recycling and circular economy
in 2015, the Group will build the first biorefinery in France. Operations
are expected to restart in the first half of 2019 with a view to reaching TOTAL is commited to developing recycling and end of life solutions
a production capacity of almost 500 kt/y of biofuel, mainly high-quality for plastics.
biodiesel (HVO), but also biojet and petrochemical bio-feedstocks.
In France, TOTAL, Saint-Gobain, Citeo and Syndifrais founded a
TOTAL continued extensive research activity in 2018, which targeted partnership to develop an industrial polystyrene recycling value chain
the emergence of new biofuel solutions. The BioTFuel consortium’s by 2020 which aims to incorporate the polystyrene gathered and
construction of a pilot demonstration unit on the Dunkerque (France) sorted in the Group’s plastics production units in Carling and Feluy.
site led to the commencement in 2017 of a gasification test program
In February 2019, TOTAL acquired French company Synova, a leader
for synthesis of biomass into fungible, sulfur-free fuels.
in manufacturing high-performance recycled polypropylene for the
b) Biomass to polymers automotive sector, and which current production capacity in 20 kt/y
of polypropylene produced from recycled plastic material gathered
TOTAL is actively involved in developing activities associated with
from wastes and industrial scraps.
the conversion of biomass to polymers. The main area of focus is
developing drop-in solutions for direct substitutions, by incorporating TOTAL is also a founding member of the Alliance to End Plastic
biomass into the Group’s existing units, for example HVO or other Waste, created in January 2019 to eliminate plastic waste in the
hydrotreated vegetable oil co-products in a naphtha cracker, and environment, especially in the oceans. Created in January 2019, this
developing the production of new molecules such as polylactic acid international alliance has received commitments of over $1 billion
polymer (PLA) from sugar. In 2017, the Group thus set up a from the nearly 30 members to date to develop and bring to scale
joint-venture with Corbion for the production and marketing of PLA solutions that will minimize and manage plastic waste and promote
from a site in Thailand containing existing lactide units and PLA units, solutions for used plastics by helping to enable a circular economy.
which started production in December 2018 and have a production
capacity of 75 kt/y.
Trading’s crude oil sales and supply and petroleum products sales (a)
(kb/d) 2018 2017 2016
(1) Backwardation is the price structure where the prompt price of an index is higher than the future price.
(2) Company data.
Europe
800 730 700 Petroleum product sales increased by 1% in 2018 compared to
Rest of the world 2017. The sale of TotalErg in Italy was offset by higher sales in the
rest of the world.
2018 2017 2016
(a) Excludes trading and refining bulk sales,
including share of TotalErg (sold in 2018).
(1) Source IHS, number of service stations for TOTAL, BP, Chevron, Exxon and Shell.
(2) Source IHS.
(3) TOTAL, Total Access, Elf, Elan and AS24, including service stations owned by third parties.
(4) Organic investments = net investments, excluding acquisitions, divestments and other operations with non-controlling interests (refer to point 2.5.1 of this chapter).
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
The Marketing & Services (M&S) business segment is dedicated to Société du Pipeline Méditerranée Rhône (SPMR), which operates a
the development of TOTAL’s petroleum products distribution activities network of petroleum product pipelines in the South of France.
and related services throughout the world.
M&S’s three main business areas are:
Present in more than 130 countries, M&S conveys TOTAL’s brand
— Retail, with a network of more than 14,000 Group-branded
image to its customers, both individual and professional. TOTAL’s
service stations (5). The Group is refocusing on its key markets in
ambition is to be a leading brand recognized for its proximity to its
Western Europe and continues to develop in Africa, where it is
customers and the value that it brings to each of them. M&S achieves
present in almost 40 countries, as well as in major growing
this ambition by creating solutions aimed at performance, energy
markets in Asia and the Americas. It sells high-performance fuels
efficiency, mobility, new energies for mobility (1) and digital
transformation. It promotes the brand awareness through significant
and petroleum products and new energies for mobility (NGV,
hydrogen, electric charging for vehicles). M&S proposes a fuel
2
advertising campaigns and a strong presence on the ground, with
cards offer that provides fuel payment solutions and vehicle fleet
more than 14,000 service stations around the world. To best meet
management services to businesses of all sizes. M&S is
its customers’ current and future needs, M&S continues its efforts in
developing partnerships with leading brands in restauration and
R&D in order to design and develop new products, in particular for
convenience stores, and new services built on digital innovations
the engine technologies of the future.
to capture and retain new customers. It is also pursuing its
M&S pursues a proactive, primarily organic development strategy growth in the car wash market through its TOTAL WASH brand.
focused on large growing markets. In 2018, organic investments These offers support customers in their mobility by providing
were approximately $1 billion, stable compared to 2017, and focused them with all of the products and services they need at “One
mainly on retail activity. M&S continues to consolidate its market Stop Shop” service stations. The Group also addresses the road
share in key Western European markets (2), where it has reached freight transport sector through the specialized AS24 network in
critical mass and is one of the main distributors of petroleum Europe;
products. M&S continues to develop its activities in Africa, where it is
— the production and sale of lubricants, a sector that accounts for
the market leader (3).
a significant share of M&S’s adjusted net operating income.
M&S is implementing a dynamic portfolio management strategy. TOTAL intends to maintain the growth dynamic of its position by
In 2018, it continued to make targeted acquisitions and enter targeted strengthening in particular the growth of its premium products
partnerships in order to support the development of its activities on with higher unit margins. M&S is pursuing its commercial and
growth and promising markets. After acquisitions in the Philippines technological partnerships with car manufacturers. Investments
and Vietnam in 2016, M&S continues to grow in the largest Asian in R&D enable the Group to supply high-quality premium
markets, with the signature in 2018 of a major partnership with an lubricants to its customers worldwide. TOTAL has 43 production
Indian conglomerate, with an objective to build over time a retail sites (blending plants); and
network of 1,500 service stations in India. In February 2019, Saudi
— the distribution of products and services for professional
Aramco and TOTAL signed a joint venture agreement to develop a
markets. Based on the diversity of its product ranges and its
network of fuel and retail services in Saudi Arabia. Following the
worldwide logistics network deployed in proximity to its
acquisition of a network in the Dominican Republic in 2016, it is
customers, TOTAL is a partner of choice and a local supplier of
pursuing its growth in the Americas zone, in countries such as Brazil
products (mainly bulk fuels, aviation fuel, special fluids, LPG,
and Mexico, respectively the largest and second-largest petroleum
bitumens, heavy fuels and marine bunkers), in particular for major
products distribution markets (4) in Latin America, and on the natural
multinational industrial groups. The Group also offers solutions
gas vehicles market in the United States. In 2018, TOTAL also
that help its customers to manage all their energy needs with
launched a fuel retail network with the national company in Angola.
new digital platforms such as the management of on-site facilities
In January 2018, M&S exited the fuel distribution and commercial and the reduction of their environmental footprint.
sales businesses in Italy by selling its interest in the TotalErg joint-
As part of its business, M&S owns stakes through its subsidiaries in
venture, while maintaining its lubricants activities in the country. M&S
four refineries in Africa, following the sale of its minority interest in a
finalized the sale of its mature LPG distribution assets in Italy, Belgium,
refinery in Gabon in 2016. Following the sale of its interest in the
Luxembourg and Germany in 2017. It also sold in 2017 its stake in
TotalErg joint-venture in early 2018, M&S has exited Italian refining.
(a) In addition to M&S’s petroleum product sales, the Group’s sales also include international trading (1,777 kb/d in 2018, 1,659 kb/d in 2017 and 1,690 kb/d in 2016) and bulk refining sales
(575 kb/d in 2018, 581 kb/d in 2017 and 700 kb/d in 2016).
(b) Including Indian Ocean islands.
Europe (b)
5,625 8,194 8,309
of which France 3,490 3,548 3,593
of which TotalErg 0 2,519 2,585
Africa 4,449 4,377 4,167
Middle East 877 821 809
Asia-Pacific (c)
1,951 1,864 1,790
Americas 561 555 585
AS24 network (dedicated to heavy-duty vehicles) 848 819 801
TOTAL 14,311 16,630 16,461
(a) TOTAL, Total Access, Elf, Elan and AS24. Including service stations owned by third-parties.
(b) Excluding AS24 network.
(c) Including Indian Ocean islands.
The information below describes Marketing & Services’ (M&S) stations (located in rural areas), of which 560 are expected to be
principal activities presented by geographical zone and main business rebranded as TOTAL stations by the end of 2019. The Group is
areas. diversifying its offering of new energies for mobility by extending
the roll-out of electric charging points and NGV stations. In 2018,
2.4.4.1 Europe it took over G2Mobility, one of France’s leading suppliers of
charging solutions for electric vehicles for public authorities and
A) Retail on professional markets (2). In addition, TOTAL launched the
roll-out of its NGV offering, which should be available in nearly
M&S is responding to changing markets in Western Europe by
100 TOTAL-branded and AS24-branded stations by 2022.
developing an innovative and diversified line of products and services
with the objective to maintain its market shares. The network is made The Group-branded service stations enjoy close relationships
up of almost 6,500 Group-branded service stations (1), mainly divided with their local customers, meeting their everyday needs with a
among its key markets, which are France, Belgium, the Netherlands, multi-service, multi-product offering developed through services
Luxembourg and Germany, where M&S reached an average market in restaurants, convenience stores and car washes provided by
share of 16% in 2018. leading brands such as Bonjour and TOTAL WASH, as well as
partnerships tailored to local requirements.
— In France, the dense retail network of almost 3,500 stations
includes over 1,600 TOTAL-branded service stations, nearly TOTAL has interests in 28 depots in France, 7 of which are
690 Total Access-branded stations (service stations combining operated by Group companies. In 2017, TOTAL acquired a stake
low prices and high-quality fuels) and nearly 1,100 Elan-branded in the share capital of Dépôt Rouen Petit-Couronne (DRPC).
(1) Including the AS24 network and after the sale of the network of TotalErg service stations in Italy.
(2) Company data based on the number of installed charging points in France for public authorities.
TOTAL is also pursuing its growth in the zone by offering TOTAL 2.4.4.4 Americas
EXCELLIUM premium fuels, which are now available in China, Fiji,
In retail, the Group operates on several Caribbean islands and has
New Caledonia, Pakistan and the Philippines.
at year-end 2018 more than 550 Group-branded service stations.
B) Lubricants At the end of 2018, TOTAL entered the fuel distribution sector in Brazil,
Latin America’s largest petroleum products distribution market (2),
The lubricants business is contributing to M&S’s expansion in Asia.
by acquiring from a Brazilian company a network of 280 service
The lubricants blending capacity in this zone is spread over
stations, along with its petroleum products distribution, resale and
11 production sites, and in particular the plants in Singapore, Tianjin
import activities. M&S is already present in Brazil in lubricants.
and Dubai. M&S proposes a premium product and services offering
through its network of service centers. It is also developing In 2018, TOTAL also expanded in new energies for mobility by
partnerships with leading Asian car manufacturers, other industries acquiring a 25% stake in the American NASDAQ-listed company
and major actors in online commerce in order to grow its sales and Clean Energy Fuels Corp., which is a leading supplier of natural gas
develop new services. fuel in North America. TOTAL is now a reference shareholder in this
company.
C) Professional markets and other specialties
Benefitting from the reform and liberalization of the Mexican energy
TOTAL has signed several partnership agreements with industrial market, TOTAL entered into a partnership in 2017 with a local service
customers, enabling it to expand its operations on a number of station group and will gradually switch a network of nearly 250 service
markets, such as mining and construction, in several countries in the stations in Mexico over to the TOTAL brand. At the end of 2018, the
zone. The Group now supplies lubricants to one of the world’s leading Group had 90 TOTAL-branded service stations in the country.
mining industry service providers on more than 20 mining sites mostly
The Group acquired, in January 2016, a 70% stake in the fuel
in Australia, Indonesia and Mongolia. In 2018, TOTAL also signed a
marketing leader in the Dominican Republic, which operates a
preferred supplier agreement with a Chinese partner that is a world
network of 130 service stations, commercial sales and lubricants
major company in construction and public works, in order to extend
activities. Furthermore, TOTAL sold its network of 92 stations and its
their partnership, which currently focuses on Africa, to a worldwide
general commercial activities in Haiti in 2018, as well as its network
scale.
of almost 20 service stations in Costa Rica in 2017.
In specialty products, TOTAL confirmed its position as number two (1)
In lubricants and other specialty products, TOTAL is pursuing its
on the LPG market in Vietnam. In India, TOTAL also conducts LPG
strategy of growth across the region, mainly in lubricants, aviation
activities, including a network of service stations providing LPG fuels.
fuel and special fluids. To strengthen its special fluids business, the
Group has built a production plant in Bayport, Texas, which has been
operational since early 2016.
The Group develops technologically advanced products, some of lubricants. These solutions include a diversified range of energy
which are formulated for use in motor sports competition before supplies (fuels, gas, solar and wood pellets) as well as consumption
being generally released on the market, and continues its technical auditing, monitoring and management services, particularly through
partnerships. The Group is notably associated with the PSA group, innovative digital platforms for industrial customers, such as the
with which a cooperation agreement was renewed in late 2016 Optimizer solution, developed for customers in mining, construction
relating to R&D, business relations with the three PSA brands and public works and agriculture.
(Peugeot, Citroën, DS) and automobile racing. In 2018, TOTAL
Overall, TOTAL is accelerating its digital innovation strategy in order
continued to supply DS Performance with lubricants specifically
to develop new offerings for its customers and improve operational
developed for the Formula E (3) championship. In addition, in 2018,
efficiency. In Europe, after having developed a digital solution with a
TOTAL became the official supplier of fuels to various endurance
car-sharing company that allows drivers to pay for their fuel directly
championships (4), including the Le Mans 24 Hours, for the next five
from a connected car, TOTAL has launched its TOTAL eWallet mobile
years. These partnerships demonstrate TOTAL’s technical excellence
payment solution, which is available for professional customers in
in the formulation of fuels and lubricants under extreme conditions,
Germany and being launched in Belgium. In Africa, TOTAL is
subject to requirements to reduce fuel consumption, for the engines
continuing to develop new electronic payment solutions that will
of the future.
enable it to extend its money transfer and smartphone payment
In order to respond to developments in world markets and prepare services. In addition, the Total Services mobile application has been
for tomorrow’s growth opportunities, TOTAL develops products and launched in 47 countries. Using a centralized digital tool, close to
services in collaboration with its customers that optimize their energy 6 million customers in 13 countries can receive personalized offers
consumption, such as the products under the Total Ecosolutions from the Group.
label, which include TOTAL EXCELLIUM fuels and Fuel Economy
Investments
2.5 Investments
2.5.1 Major investments over the 2016-2018 period (1)
Gross investments (a) (M$) 2018 2017 2016
(a) Including acquisitions and increases in non-current loans. The main acquisitions for the 2016-2018 period are detailed in Note 2 of the Consolidated Financial Statements (point 8.7 of
chapter 8).
(b) Net investments = gross investments – divestments – repayment of non-current loans – other operations with non-controlling interests. The main divestments for the 2016-2018 period
are detailed in Note 7 of the Consolidated Financial Statements (point 8.7 of chapter 8).
(c) Resource acquisitions = acquisition of a participating interest in an oil and gas mining property by way of an assignment of rights and obligations in the corresponding permit or license
and related contracts, with a view to producing the recoverable oil and gas.
(d) Organic investments = net investments excluding acquisitions, divestments and other operations with non-controlling interests.
In the Exploration & Production segment, most of the organic In the Gas, Renewables & Power segment, organic investments were
investments were dedicated to the development of new hydrocarbon made mainly in the development of the project for three trains for
production facilities, the maintenance of existing facilities as well as Cameron LNG in the United States, which entered the Group’s scope
exploration activities. Development investments related in particular following the acquisition of Engie’s upstream LNG business, as well
to the 10 major projects that started up in 2018 (Fort Hills in Canada, as the projects to build solar power plants, managed by Total Solar
Vaca Muerta in Argentina, Timimoun in Algeria, Yamal LNG trains 2 & and the industrial activities of Saft Groupe and SunPower.
3 in Russia, Kaombo Norte in Angola, Ichthys LNG trains 1 & 2 in
In the Refining & Chemicals segment, organic investments were
Australia, Halfaya 3 in Iraq, and Egina in Nigeria), and the other major
made, on the one hand, in the safety and maintenance of facilities,
projects under construction, for which an investment decision has
and, on the other hand, in projects aimed at improving the
been taken or that are expected to start in the years to come (Tempa
competitiveness of plants. In 2018, the Group continued the
Rossa in Italy, Iara 1 & 2 and Libra 1 in Brazil, Kaombo South in
transformation of the French refinery at La Mède into a biorefinery. In
Angola, Culzean in the United Kingdom, Johan Sverdrup 1 & 2 in
addition, significant investments were approved, with the
Norway, Yamal LNG train 4 in Russia, Absheron in Azerbaijan and
development of petrochemical activities in Texas (United States) as
Zinia 2 in Angola).
part of a joint-venture with Borealis and Nova, and a project to
increase the capacity of the Daesan integrated platform in South
Korea.
(1) Following the reorganization of the Group, which has been fully effective since January 1, 2017, the 2016 data has been restated on this basis.
Investments 2
In the Marketing & Services segment, organic investments in 2018 world’s second LNG actor (1). This acquisition is expected to fully
mainly concerned retail networks in growing regions in Africa and benefit from the strong growth of the LNG market. In keeping with its
Asia, logistics and specialty products production and storage facilities. strategy to develop a profitable low-carbon electricity activity, TOTAL
finalized the acquisition of Direct Énergie and of two gas power plants
The Group’s acquisitions in 2018 amounted to $8.3 billion, of which
from KKR-Energas. In the Marketing & Services segment, TOTAL
$4.5 billion in resource acquisitions, compared to $1.5 billion in 2017
accelerated its growth in new energies for mobility with the acquisition
and $2 billion in 2016.
of 25% of the share capital of the Clean Energy Fuels Corp. (2) in the
The Group took advantage of favorable market prices to extend its United States and of G2Mobility in France. In the lubricants business,
Exploration & Production portfolio by finalizing in 2018, on the one the Group strengthened its position in Italy by finalizing in January
hand, the acquisition of interests held by Petrobras in the Iara and 2018 the purchase of Erg’s 51% stake in the TotalErg joint-venture,
Lapa concessions in Brazil under the terms of a strategic alliance which has been terminated.
between the two groups, and, on the other hand, the acquisition, as
TOTAL pursued the dynamic management of its portfolio and finalized
part of a transaction of equity and debt, of Mærsk Olie og Gas A/S,
which has a portfolio located mainly in OECD countries. In addition,
divestments amounting to a total of $5.2 billion in 2018. In particular,
the Group sold its interests in the Martin Linge and Visund fields in
2
TOTAL strengthened its presence in the Gulf of Mexico with the
Norway, and in the Joslyn oil sands project. It also disposed of 1.47%
finalization of the acquisition of interests in the North Platte and
of its stake in the Fort Hills oil sands mining extraction project in Canada
Anchor offshore discoveries in the United States. Finally, TOTAL
and of 4% of the Ichthys LNG project in Australia. In the Marketing &
consolidated its presence in the Middle East with the acquisition of
Services segment, TOTAL sold its interests in the distribution, refining
interests in the two new offshore concessions in Abu Dhabi and in
and LPG activities of TotalErg in Italy and its fuel distribution activities
the Waha concessions in Libya.
in Haiti.
As part of its integrated gas strategy, the Group finalized the
Net investments were thus $15.6 billion in 2018 compared to
acquisition of Engie’s upstream LNG business, thus becoming the
$11.6 billion in 2017 and $17.8 billion in 2016.
The Group anticipates that its net investments will be between increase of its petrochemicals capacities on the Daesan integrated
$15 billion and $16 billion in 2019, in line with its investment targets platform in South Korea. In addition, the Group has launched a major
of between $15 billion and $17 billion per year for the period project in cooperation with Saudi Aramco in Saudi Arabia, and
2018-2020, a range ensuring the profitable future growth for the announced the signature of a shareholders’ agreement with
Group. Sonatrach to build a petrochemicals complex in Arzew, Algeria.
A significant portion of the segment’s investment budget will also be
Investments in the Exploration & Production segment are expected
allocated to safety and maintenance of the Group’s facilities.
to mainly be in the major ongoing development projects: Iara 1 and 2
and Libra 1 in Brazil, Kaombo South in Angola, Culzean in the United In the Marketing & Services segment, investments are expected to
Kingdom, Johan Sverdrup 1 & 2 in Norway, Yamal LNG train 4 in be allocated in particular to the service station network, logistics,
Russia, Absheron in Azerbaijan and Zinia 2 in Angola. The Group and production and storage facilities of specialty products, particularly
expects to launch by 2020 more than 20 major projects. A portion of lubricants. Most of the segment’s investment budget will be allocated
the investments is expected to be allocated to assets already in to growing regions, notably Africa, the Middle East and Asia.
production, in particular for maintenance capital expenditures and
The Group expects to continue investing to grow its Gas, Renewables
in-fill wells.
& Power businesses, as well as in R&D. The Group has notably
In the Refining & Chemicals segment, and in line with its growth signed an agreement with EPH to acquire as from January1, 2020
strategy in petrochemicals, the Group expects to continue its the two gas power plants from Uniper France’s portfolio which
investments to develop its petrochemicals activities in Texas in the represent a capacity of 828 MW, in line with TOTAL’s low-carbon
United States, as part of a joint-venture with Borealis and Nova, and electricity strategy.
TOTAL self-finances most of its investments with cash flow from borrowings”) as well as other information on the Group’s off-balance
operating activities and may occasionally access the bond market sheet commitments and contractual obligations appear in Note 13 to
when financial market conditions are favorable. Investments for the Consolidated Financial Statements (point 8.7 of chapter 8).
joint-ventures between TOTAL and external partners may be financed The Group believes that neither these guarantees nor the other
through specific project financing. off-balance sheet commitments of TOTAL S.A. or of any other Group
company have, or could reasonably have in the future, a material
As part of certain project financing arrangements, TOTAL S.A. has
effect on the Group’s financial position, income and expenses,
provided guarantees. These guarantees (“Guarantees given on
liquidity, investments or financial resources.
In addition to a specific program dedicated to strategic anticipation, — gas, with, for example, an initiative that aims to map out the
seven transverse programs cover new and strategic sectors, or share different emerging technologies and to compare them with
knowledge and infrastructures in the following areas: baselines in terms of their carbon footprint, energy efficiency and
economic performance. This initiative is also being deployed for
— Health, Safety and Environment (HSE), with, for example, the
the conversion of natural gas into high-added value molecules,
development of the TADI (Transverse Anomaly Detection
such as olefins (ethylene and propylene). The first material
Infrastructure) platform that reproduces gas leak scenarios,
balances produced by the partnership with GTC Technology, a
ranging from crisis management to environmental surveillance.
leading American actor in petrochemicals process engineering
More than 20 acoustic or optical detection techniques were
on an international scale, are in line with the Group’s expectations;
tested in various campaigns in 2018, providing an open
innovation platform for potential suppliers and for discussions — digital technology, with the development of new digital seismic
with other industrial companies to select the best available imaging methods, artificial intelligence algorithms to optimize the
technologies for the detection and quantification of gas leaks, detection of hydrocarbons on surface water and refining
and of methane in particular; processes, and a digital simulator of the tribological phenomena
in lubricants;
— CO2 capture, use and storage (CCUS), such as the large-scale
Northern Lights research project in Norway, in which the Group — analysis and measurements, with, for example, the bases of a
is involved alongside Shell and Equinor. The first phase of the methodology combining physico-chemical and olfactometric
project relates to a storage capacity of approximately 1.5 Mt/y. analysis with digital methods in the Group’s partnership with Alès
TOTAL also participates in two CCU innovation centers in Canada Mines. This methodology is of particular interest to the
with start-ups, looking into new technologies for the capture improvement of the olfactory quality of materials, and of polymers
of CO2 and the conversion of CO2 into intermediate products for and composites in particular, and provides for greater
chemicals and materials. TOTAL has also joined three responsiveness in the event of odorous episodes in the vicinity
demonstration centers for the storage of CO2 for geomechanical of the Group’s industrial sites;
studies and studies of the control of CO2 injection;
— understanding of process and product performance, with, for
— energy efficiency, with, for example, the installation of the first example, the control of crude/water emulsions using an approach
DIESTA cooling tower in a refinery to cool a distillate. based on modeling in collaboration with ETH Zürich.
This technology was initially designed to cool and condense
The anticipation program is carried out by forward-looking projects
propane for LNG cold generators;
that aim to assess the impact on the Group’s businesses of new
technologies, such as nanotechnology, robotics or the mobility of the
future.
(1) Figures for 2016 concerning the Group’s R&D investments and employees were not restated following the sale of Atotech (finalized in January 2017).
2.6.2.1 Exploration-Production segment In addition, 2018 saw the ramp-up of work on smart electricity grids,
focusing on two key themes:
All of the R&D projects aim to combine environmental performance,
improved safety and economic viability of operations. A major asset — the control and optimization of hybrid sites that combine several
for R&D lies in the remarkable high-performance computing energy sources and are used to store energy, and to control
capabilities of the Pangea supercomputer developed by the Group. electric loads in order to supply energy that is safer, more
affordable and cleaner in terms of CO2 emissions;
The goal of the teams in the Frontier Exploration program is to identify
geological concepts that will enable the potential of proved basins to — the launch of the Energy Management Platform (EMP) project, a
be reassessed and new potential basins for oil and gas exploration transverse center of excellence in the processing, acquisition
to be envisaged. (IoT) and presentation of data (user experience), and in data 2
science and artificial intelligence. The EMP is cooperating closely
Remote detection, airborne multiphysical acquisition systems for the
with Digital and IT on some ten projects for different Group
real-time imaging of steep margins, new-generation algorithms…
entities.
From the acquisition to the processing of data, the Earth Imaging
program innovates along the complete geophysical exploration chain Finally, in the realm of electricity storage, Saft Group and its European
to produce high-added value 3D ultrasound images of the subsoil partners have launched a program for the research, development
more quickly and at a reduced cost. and industrialization of new generations of solid electrolyte lithium-ion
(Li-ion) batteries that are more efficient, cheaper and intrinsically
The actions of the Field Reservoir program focus on our
safer than current Li-ion batteries. R&D investments focus on
understanding of the physico-chemical phenomena in reservoirs,
electrochemistry, new materials and improving production processes
from pores to fields, and on the integration of all the available data.
and battery management systems and software. This program targets
The development of a new generation of reservoir modeling tools,
every market segment, from electro-mobility (electric cars and buses,
the continual improvement of reservoir simulation tools and the
the railroads, maritime and aviation sectors) and energy storage,
development of low-cost enhanced recovery techniques are the key
to specialized industries.
themes of this program.
The Wells program aims to achieve the dual objectives of maximizing 2.6.2.3 Refining & Chemicals segment
the safety and operational efficiency of wells, thereby increasing their
profitability. This program, which provides real-time access to data A) Refining & Chemicals (excluding Hutchinson)
from well bottoms (during drilling) and from wells (in production), is
The mission of R&D is to contribute to the technological differentiation
essential.
of the Refining & Chemicals activities by developing and implementing
The main goals of the Deep Offshore & Next Generation Facilities new and more efficient solutions to create value. It opens the way to
program consist of further cutting technical costs with completely the industrialization of knowledge, processes and technologies.
underwater development solutions, developing breakthrough
R&D places special emphasis on the three major challenges facing
technologies to economically explore and develop assets at depths
Refining & Chemicals: limiting the environmental footprint; achieving
of more than 3,000 meters, and designing disruptive operating modes
excellence in processes and operations; and developing innovative
offering higher profitability, without compromising safety.
products, in particular biosourced products.
Finally, the emphasis of the Unconventional program is on
Research is focused on the integrity, availability and improved energy
fundamental research (multi-scale characterization of source rock
efficiency of refining and petrochemicals facilities. As a result,
and the origins and expulsion of hydrocarbons) and on technical
advanced modeling of feedstocks and processes is used to optimize
innovations to optimize recovery. These efforts converge to guide
processing from the monthly supply of the platforms to the real-time
exploration towards the most promising geological strata and to
monitoring of the facilities’ constraints. Research conducted on
provide the technological keys to their profitable and responsible
catalysts and their selection is helping to increase performance,
use.
improve stability and extend their service life at a lower cost.
2.6.2.2 Gas, Renewables & Power segment In order to contribute to the limitation of the carbon footprint, R&D is
looking into new processes, such as in the area of electro-catalysis
Today, the R&D activities concentrate on the testing and qualification
and biosourced raw materials. It studies the catalytic solutions of the
of solar panels and on photovoltaic electricity management systems.
future, paving the way for nanocatalysis.
In 2018, TOTAL’s private laboratory, located on the premises of the
It designs the technologies that will be used to develop new and
Institut Photovoltaïque d’Île-de-France (IPVF) on the Paris-Saclay
more efficient products containing recycled materials (polystyrene in
cluster, was commissioned with a 1,000 m² clean room environment.
particular), while retaining all the applicative properties of the end
This leading-edge technological platform covers a large part of the
product. Additionally, R&D draws on its knowledge of metallocenes
solar value chain, from the manufacture of solar cells and modules,
and bimodality to develop different types of mass consumption
to the qualification and testing of technologies and systems under
polymers that have exceptional properties allowing them to replace
real-life conditions. Its missions are to support the Group’s
heavier materials and compete with technical polymers.
subsidiaries and to work on the development of competitive cells
and modules, in partnership with the IPVF in particular. Finally, Refining & Chemicals’ R&D is developing technologies
enabling more efficient use of biosourced molecules. The aim is to
SunPower is pursuing its research, development and innovation
produce higher added-value chemical compounds, whether through
efforts to improve the performance of photovoltaic cells and modules,
biotechnologies or thermochemical processes. In this area, the
while also cutting costs. Once its feasibility had been demonstrated,
studies focus on the processes to convert plant oils, sugar or
the NGT (New Generation Technology) of photovoltaic cells was
lignocellulose in order to produce sustainable bioplastics and biofuels
integrated on a first production line. The module assembly technology
as well as to extend the range of feedstocks that can be used in
has also been transferred.
existing facilities. R&D is also particularly mindful of issues related to The formulation of Fuel Economy lubricants is a short- and
blends and product quality raised by the use of biomolecules. medium-priority for all segments (automotive, marine and industry).
The R&D teams are pursuing their efforts to incorporate specific new
B) Elastomer processing (Hutchinson) components developed with partners, such as fluid lubricating bases
or polymers with a targeted rheological profile. The Fuel Economy
R&D is an important factor in innovation and differentiation for
program also includes engines for heavy goods vehicles and
Hutchinson, which is present along the entire value chain, from
stationary engines. TOTAL is taking an active part in the multi-partner
designing custom materials (e.g., rubber, thermoplastics, composites)
FALCON (Flexible & Aerodynamic truck for Low CONsumption)
to incorporating connected solutions and objects (e.g., complex
project led by Volvo. Regarding marine lubricants, the method
solutions, mechatronics, hardware, software, systems, IoT, big data,
developed by the Group to quantify the efficiency of lubricants in
etc.).
neutralizing acid combustion gases has been recognized and
With a corporate research and innovation center, more than rewarded by the ASTM standardization organization.
25 technical centers and a number of university partnerships
The R&D teams are working on the design of ranges of lubricants
worldwide, Hutchinson is equipped to rise to the challenge of
adapted to natural gas, in particular in liquefied form, for long-distance
contributing to a safer, more comfortable, and more responsible
heavy goods vehicles and maritime transport.
mobility of the future.
The Electric Vehicles Fluids program resulted in the launch of a
Weight reduction, increased energy efficiency, improved diagnostic
pioneering range of fluids for electric and hybrid vehicles. These
and control functionality and greater acoustic and vibratory comfort
products, which are the fruit of major efforts made by the Group’s
are common preoccupations across all of Hutchinson’s markets (e.g.,
R&D teams, were developed specially to meet the cooling and
automotive, aerospace, defense, railways). Hutchinson designs
lubrication needs of the different components of these new drive
innovative solutions that put its customers ahead of the game, and
systems, so that they can work under optimal conditions.
transposes those solutions between markets, adopting a cross-
fertilization approach. In the field of special fluids, the Group’s research center in India has
developed an aqueous anti-friction sludge for drilling.
2.6.2.4 Marketing & Services segment
In the realm of road binders, the first industrial and commercial
The Marketing & Services segment’s R&D remains focused, on the successes have confirmed a new process to prepare chemical
one hand, on the optimization of the competitive advantage of bitumen-polymer mixtures with a reduced environmental footprint.
products on the consumer and professional markets, and, on the The I-Street innovation project led by Eiffage, in a consortium with
other, on the acquisition of skills in artificial intelligence (digital TOTAL and other partners, won the Ademe’s Route du Futur call for
simulation, molecular modeling, data science) in order to respond to projects. TOTAL is also part of the GLOBE program, which is aiming
market demands more quickly. to create a logistical solution for bitumen granules that stretches from
the refinery to the point of use.
One of R&D’s main missions is the design and development of
Premium fuels and lubricants offering customer benefits based on The Biolab biocomponents laboratory, inaugurated in 2016 and
the reduction of the environmental footprint, improved energy common to the Marketing & Services and Refining & Chemicals
efficiency and the greater durability of products and equipment. segments, acquired a new skill in biofermentation in the summer of
By way of example, the development of a new detergent for fuels 2018. On the one hand, a process for the synthesis of renewable
selected by a world-leading partner has entered the first pilot components has been patented, and, on the other, the first trials of
production phase. Likewise, a new additive to improve the renewable multi-functional lubricants revealed some promising
performance of cold road diesel is now in industrial production. performances.
In 2018, Marketing & Services R&D intensified its open innovation
projects and entered new partnerships in France and abroad (such
as the partnership with the University of Aachen, Germany). It also
received more than 1,000 visitors to present its technological
innovations to partners, customers, prospects and stakeholders.
Risk Factors
The financial performance of TOTAL is sensitive to a number of net operating income by approximately $2.7 billion and annual cash
market environment related factors, the most significant being flow from operations by approximately $3.2 billion.
hydrocarbon prices, refining margins and exchange rates.
The impact of changes in crude oil and gas prices on downstream
Generally, a decline in hydrocarbon prices has a negative effect on operations depends upon the speed at which the prices of finished
the Group’s results due to a decrease in revenues from oil and gas products adjust to reflect these changes. The Group estimates that
production. Conversely, a rise in hydrocarbon prices increases the a decrease in its European Refining Margin Indicator (“ERMI”) of
Group’s results. $10 per ton would decrease annual adjusted net operating income
by approximately $0.5 billion and annual cash flow from operations
In 2018, at first, oil prices increased to reach their highest point in
by approximately $0.6 billion. Conversely, an increase in its ERMI of
October above $80 per barrel, supported by supply tensions and
$10 per ton would increase annual adjusted net operating income by
geopolitics. Prices then decreased to below $60 per barrel by the
approximately $0.5 billion and annual cash flow from operations by
end of the year, mainly driven by record production in the United
approximately $0.6 billion.
States. In December, OPEC and Russia announced a production cut
to mitigate the price drop. The oil and natural gas markets remain All of the Group’s activities are, for various reasons and to varying
highly volatile. degrees, sensitive to fluctuations in the dollar/euro exchange rate.
The Group estimates that a decrease of $0.10 per euro (strengthening
For the fiscal year 2019, according to the scenarios retained below,
of the dollar versus the euro) would increase annual adjusted net
the Group estimates that an increase of $10 per barrel in the average
operating income by approximately $0.1 billion and have a limited
liquids price would increase annual adjusted net operating income (1)
impact on annual cash flow from operations. Conversely, an increase
by approximately $2.7 billion and annual cash flow from operations
of $0.10 per euro (weakening of the dollar versus the euro) would
by approximately $3.2 billion. Conversely, a decrease of $10 per
decrease adjusted net operating income by approximately $0.1 billion
barrel in the average liquids price would decrease annual adjusted
and have a limited impact on annual cash flow from operations.
(a) Sensitivities revised once per year upon publication of the previous year’s fourth quarter results. Indicated sensitivities are approximate and based upon TOTAL’s current view of its 2019
portfolio. Results may differ significantly from the estimates implied by the application of these sensitivities. The impact of the $/€ sensitivity on adjusted net operating income is
attributable essentially to Refining & Chemicals.
(b) Brent environment at 60 $/b.
In addition to the adverse effect on the Group’s revenues, — the ability of the OPEC and other producing nations to influence
margins and profitability, a prolonged period of low oil and global production levels and prices;
natural gas prices could lead the Group to review its projects
— prices of unconventional energies as well as evolving approaches
and the evaluation of its assets and oil and natural gas reserves.
for developing oil sands and shale oil, which may affect the
Prices for oil and natural gas may fluctuate widely due to many Group’s realized prices, notably under its long-term gas sales
factors over which TOTAL has no control. These factors include: contracts and asset valuations, particularly in North America;
— variations in global and regional supply of and demand for energy; — cost and availability of new technologies;
— global and regional economic and political developments in — regulations and governmental actions;
natural resource-producing regions, particularly in the Middle
— global economic and financial market conditions;
East, Africa and South America, as well as in Russia;
(1) Adjusted results are defined as income at replacement cost, excluding special items and the impact of fair value changes.
Risk Factors 3
— the security situation in certain regions, the magnitude of in oil and gas prices. In 2018, the positive effects of higher oil and
international terrorist threats, wars or other conflicts; gas prices on the Group’s results have been greater than the
decrease of the results of the Refining & Chemicals segment. The
— changes in demographics, notably population growth rates, and
Group’s refining margins remain highly volatile.
consumer preferences; and
The activities of Trading & Shipping (oil, gas and power trading and
— adverse weather conditions that can disrupt supplies or interrupt
shipping activities) are particularly sensitive to market risk and more
operations of the Group’s facilities.
specifically to price risk as a consequence of the volatility of oil and
Prolonged periods of low oil and natural gas prices may reduce the gas prices, to liquidity risk (inability to buy or sell cargoes at market
economic viability of projects in production or in development and prices) and to counterparty risk (when a counterparty does not fulfill
reduce the Group’s liquidity, thereby decreasing its ability to finance its contractual obligations). The Group uses various energy derivative
capital expenditures and/or causing it to cancel or postpone instruments and freight-rate instruments to reduce its exposure to
investment projects. price fluctuations of crude oil, petroleum products, natural gas, power
and freight-rates. Although TOTAL believes it has established
If TOTAL were unable to finance its investment projects, the Group’s
appropriate risk management procedures, large market fluctuations
opportunities for future revenues and profitability growth would be
may adversely affect the Group’s activities and financial condition,
reduced, which could materially negatively impact the Group’s
including its operating income and cash flow.
financial condition, including its operating income and cash flow.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Prolonged periods of low oil and natural gas prices may reduce the
Group’s reported reserves and cause the Group to revise the price TOTAL is exposed to other financial risks related to its financing
assumptions upon which asset impairment tests are based, which
could have a significant adverse effect on the Group’s results in the
and cash management activities. 3
The Group is exposed to changes in interest rates and foreign
period in which it occurs. For additional information on impairments
exchange rates. Even though the Group generally seeks to minimize
recognized on the Group’s assets, refer to Note 3 to the Consolidated
the currency exposure of each entity with regards to its functional
Financial Statements (point 8.7 of chapter 8).
currency (primarily the dollar, the euro, the pound sterling and the
Conversely, in a high oil and gas price environment, the Group can Norwegian krone), the Group’s financial condition, including its
experience significant increases in cost and government take, and, operating income and cash flow, could be impacted by a significant
under some production-sharing contracts, the Group’s production change in the value of these currencies.
rights could be reduced. Higher prices can also reduce demand for
In addition, as TOTAL mostly turns to financial markets for its external
the Group’s products.
financing, its financial condition and operations could be materially
The Group’s results from its Refining & Chemicals and Marketing & impacted if access to those markets were to become more difficult.
Services segments are primarily dependent upon the supply and
For further information on financial risks, refer to Notes 15 and 16 to
demand for petroleum products and the associated margins on sales
the Consolidated Financial Statements (point 8.7 of chapter 8).
of these products, with the impact of changes in oil and gas prices
on results on these segments being dependent upon the speed at
which the prices of petroleum products adjust to reflect movements
3.1.2 Industrial and environmental risks and risks related to climate issues
TOTAL is exposed to risks related to the safety and security of and could have a material adverse effect on the Group’s financial
its operations. condition.
The Group’s activities involve a wide range of operational risks, such Certain activities of the Group face additional specific risks. TOTAL’s
as explosions, fires, accidents, equipment failures, leakage of toxic Exploration & Production activities are exposed to risks related to the
products, emissions or discharges into the air, water or soil, that can physical characteristics of oil and gas fields, particularly during drilling
potentially cause death or injury, or impact natural resources and operations, which can cause blow outs, explosions, fires or other
ecosystems. damage, in particular to the environment, and lead to a disruption of
the Group’s operations or reduce its production. In addition to the
The industrial event that could have the most significant impact is a
risks of explosions and fires, the activities of the Gas, Renewables &
major industrial accident, e.g., blow out, explosion, fire, leakage of
Power (1), Refining & Chemicals and Marketing & Services business
highly toxic products or massive leakage, resulting in death or injury
segments entail risks related to the overall life cycle of the products
and/or accidental pollution on a large-scale or at an environmentally
manufactured, as well as the materials used. With regard to
sensitive site.
transportation, the likelihood of an operational accident depends not
Acts of terrorism or malicious acts against employees, plants, sites, only on the hazardous nature of the products transported, but also
pipelines and transportation or computer systems of the Group’s or on the volumes involved and the sensitivity of the regions through
its contractors could also disrupt the Group’s business activities and which they are transported (quality of infrastructure, population
could cause harm or damage to people, property and the environment density, environment).
(1) Integrated Gas, Renewables & Power, as from January 1, 2019 (refer to point 2.2 of chapter 2).
Risk Factors
TOTAL’s workforce and the public are exposed to risks inherent to TOTAL incurs and will continue to incur substantial expenditures to
the Group’s operations, which could lead to legal proceedings against comply with increasingly complex laws and regulations aimed at
the Group’s entities and legal representatives, notably in cases of protecting health, safety and the environment. Such expenditures
death, injury and property and environmental damage. Such could have a material adverse effect on the Group’s financial condition.
proceedings could also damage the Group’s reputation. In addition,
The introduction of new laws and regulations could compel the Group
like most industrial groups, TOTAL is concerned by declarations of
to curtail, modify or cease certain operations or implement temporary
occupational illnesses.
shutdowns of sites, which could diminish productivity and have a
To manage the operational risks to which it is exposed, the Group material adverse impact on its financial condition.
has adopted a preventive and remedial approach by putting in place
Moreover, pursuant to applicable regulations, most of the Group’s
centralized HSE (health, safety and environment) and security
activities will require, at site closure, decommissioning followed by
management systems that seek to take all necessary measures to
environmental remediation after operations are discontinued. Costs
reduce the related risks (refer to points 5.4 and 5.5 of chapter 5).
related to such activities may materially exceed the Group’s provisions
In addition, the Group maintains third-party liability insurance
and adversely impact its operating incomes. With regard to the
coverage for all its subsidiaries. TOTAL also has insurance to protect
definitive shutdown of activities, the Group’s environmental
against the risk of damage to Group property and/or business
contingencies and asset retirement obligations are addressed in the
interruption at its main refining and petrochemical sites. TOTAL’s
“Asset retirement obligations” and “Provisions for environmental
insurance and risk management policies are described in point 3.4 of
contingencies” sections of the Group’s consolidated balance sheet
this chapter. However, the Group is not insured against all potential
(refer to Note 12 to the Consolidated Financial Statements, point
risks. In certain cases, such as a major environmental disaster,
8.7 of chapter 8). Future expenditures related to asset retirement
TOTAL’s liability may exceed the maximum coverage provided by its
obligations are accounted for in accordance with the accounting
third-party liability insurance. The Group cannot guarantee that it will
principles described in the same Note.
not suffer any uninsured loss and there can be no guarantee,
particularly in the event of a major environmental disaster or industrial Laws and regulations related to climate change as well as
accident, that such loss would not have a material adverse effect on growing concern of stakeholders may adversely affect the
the Group’s financial condition, including its operating income and Group’s business and financial condition.
cash flow, and its reputation.
Firstly, there is a risk incurred by rapidly changing modes of energy
Crisis management systems are necessary to effectively respond production in favor of a lower-carbon energy mix that allows for a
to emergencies, avoid potential disruptions to the Group’s more limited share of fossil fuel. This could impact the Group’s
business and operations and minimize impacts on third parties business model, profitability, financial situation and shareholder value.
or the environment.
The growing concern of certain stakeholders with regards to climate
The Group has crisis management plans in place to deal with change could also have an impact on certain external financing of
emergencies (refer to point 5.5 of chapter 5). However, these plans the Group’s projects or influence certain investors involved in the oil
cannot exclude the risk that the Group’s business and operations and gas sector.
may be severely disrupted in a crisis situation or ensure the absence
Moreover, regulations may change and require the Group to reduce,
of impacts on third parties or the environment. TOTAL has also
change or cease certain operations, and subject it to additional
implemented business continuity plans to continue or resume
obligations with regards to the compliance of its facilities. This could
operations following a shutdown or incident. An inability for the Group
have a negative effect on its activities and its financial situation,
to resume its activities in a timely manner could prolong the impact
including operating income and cash flow. Regulations designed to
of any disruption and thus could have a material adverse effect on its
gradually limit fossil fuel use may, depending on the GHG emission
financial condition, including its operating income and cash flow.
limits and time horizons set, negatively and significantly affect the
TOTAL is subject to increasingly stringent environmental, health development of projects, as well as the economic value of certain of
and safety laws and regulations in numerous countries and may the Group’s assets. In Europe, for example, the Group’s industrial
incur material related compliance costs. facilities are part of the CO2 emissions quotas market (EU-ETS), and
the financial risk incurred by purchasing these quotas on the market
The Group’s activities are subject to numerous laws and regulations
could increase due to the reform of the system that was approved in
pertaining to the environment, health and safety. In most countries
2018. This emission quotas market is in its third phase. The Group
where the Group operates, particularly in Europe and the United
estimates that about 25% of emissions subjected to EU-ETS are not
States, sites and products are subject to increasingly stringent laws
covered by free quotas in the period 2013-2020 (phase 3) and to
governing the protection of the environment (water, air, soil, noise,
30% or more from 2021 to 2030 (phase 4). At the end of 2018, the
protection of nature, waste management and impact assessments,
price of these quotas was about €20/t, and the Group expects this
etc.), health (occupational safety and chemical product risk, etc.) and
price to be higher than €30/t in phase 4.
the safety of personnel and residents. Product quality and consumer
protection are also subject to increasingly strict regulations. The Internal studies conducted by TOTAL have shown that a
Group’s entities ensure that their products meet applicable long-term CO2 price of $40/t (1) applied worldwide would have a
specifications and abide by all applicable consumer protection laws. negative impact of around 5% on the discounted present value of
Failure to do so could lead to personal injury, property damage, the Group’s assets (upstream and downstream). [REDACTED
environmental harm and loss of customers, which could negatively SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
impact the Group’s financial condition, including its operating income
and cash flow, and its reputation.
Risk Factors 3
Finally, the Company and several of its subsidiaries have received Climate change potentially has multiple effects that could harm the
claims issued by public entities in certain countries in view of financing Group’s operations. The increasing scarcity of water resources may
the protective measures to be implemented in order to limit the negatively affect the Group’s operations in some regions of the world,
consequences of climate change. The Group is subject to the risk of high sea levels may harm certain coastal activities, and the
judicial actions in this area. multiplication of extreme weather events may damage offshore and
onshore facilities. These climate risk factors are continually assessed
The physical effects of climate change may adversely affect the
in the risk management and prevention plans.
Group’s business.
The Group believes that it is impossible to guarantee that the
TOTAL’s businesses operate in various regions, where the potential
contingencies or liabilities related to the matters mentioned in this
physical impacts of climate change, including changes in weather
point 3.1.2 would not have a material adverse impact on its business,
patterns, are highly uncertain and may adversely impact the Group’s
financial condition, including its operating income and cash flow,
operating income.
reputation, prospects or shareholder value, if such risks were to occur.
Disruption to or breaches of TOTAL’s critical IT services or service providers may not be able to prevent third parties from
information security systems could adversely affect the Group’s breaking into the Group’s IT systems, disrupting business operations
activities. or communications infrastructure through denial-of-service attacks, 3
or gaining access to confidential or sensitive information held in the
The Group’s activities depend heavily on the reliability and security of
system. The Group, like many companies, has been and expects to
its information technology (IT) systems. The Group’s IT systems,
continue to be the target of attempted cybersecurity attacks. While
some of which are managed by third parties, are susceptible to being
the Group has not experienced any such attack that has had a
compromised, damaged, disrupted or shutdown due to failures
material impact on its business, the Group cannot guarantee that its
during the process of upgrading or replacing software, databases or
security measures will be sufficient to prevent a material disruption,
components, power or network outages, hardware failures,
breach or compromise in the future.
cyber-attacks (viruses, computer intrusions), user errors or natural
disasters. The cyber threat is constantly evolving. Attacks are As a result, the Group’s activities and assets could sustain serious
becoming more sophisticated with regularly renewed techniques damage, services to clients could be interrupted, material intellectual
while the digital transformation amplifies exposure to these cyber property could be divulged and, in some cases, personal injury,
threats. The adoption of new technologies, such as the Internet of property damage, environmental harm and regulatory violations could
things (IoT) or the migration to the cloud, as well as the evolution of occur, potentially having a material adverse effect on the Group’s
architectures for increasingly interconnected systems, are all areas financial condition, including its operating income and cash flow.
where cyber security is a very important issue. The Group and its
The Group’s production growth and profitability depend on the The Group’s long-term profitability depends on cost-effective
delivery of its major development projects. discovery, acquisition and development of economically viable
new reserves; if the Group is unsuccessful, its financial
Growth of production and profitability of the Group rely heavily on the
condition, including its operating income and cash flow, could
successful execution of its major development projects that are
be materially affected.
increasingly complex and capital-intensive. These major projects may
face a number of difficulties, including, in particular, those related to: A large portion of the Group’s revenues and operating results are
derived from the sale of oil and gas that the Group extracts from
— economic or political risks, including threats specific to a certain
underground reserves developed as part of its Exploration &
country or region, such as terrorism, social unrest or other
Production activities. The development of oil and gas fields, the
conflicts (refer to point 3.1.6 of this chapter);
construction of facilities and the drilling of production or injection
— negotiations with partners, governments, local communities, wells is capital intensive and requires advanced technology. Due to
suppliers, customers and other third parties; constantly changing market conditions and environmental challenges,
cost projections can be uncertain. For Exploration & Production
— obtaining project financing;
activities to continue to be profitable, the Group needs to replace its
— controlling capital and operating costs; reserves with new proved reserves (likely to be developed and
produced in an economically viable manner).
— earning an adequate return in a low oil and/or gas price
environment; In addition, a number of factors may undermine TOTAL’s ability to
discover, acquire and develop new reserves, which are inherently
— respecting project schedules; and
uncertain, including:
— the timely issuance or renewal of permits and licenses by public
— the geological nature of oil and gas fields, notably unexpected
agencies.
drilling conditions, including pressure or unexpected
Poor delivery of any major project that underpins production or heterogeneities in geological formations;
production growth could adversely affect the Group’s financial
— the risk of dry holes or failure to find expected commercial
condition, including its operating income and cash flow.
quantities of hydrocarbons;
Risk Factors
— equipment failures, fires, blow-outs or accidents; The Group’s proved reserves figures are estimates prepared in
accordance with SEC rules. Proved reserves are those reserves
— shortages or delays in the availability or delivery of appropriate
which, by analysis of geoscience and engineering data, can be
equipment;
estimated with reasonable certainty to be economically
— the Group’s inability to develop or implement new technologies recoverable – from a given date forward, from known reservoirs and
that enable access to previously inaccessible fields; under existing economic conditions, operating methods and
government regulations – prior to the time at which contracts
— the Group’s inability to anticipate market changes in a timely
providing the right to operate expire, unless evidence indicates that
manner;
renewal is reasonably certain, regardless of whether deterministic or
— adverse weather conditions; probabilistic methods are used for the estimation. Reserves are
estimated by teams of qualified, experienced and trained
— the inability of the Group’s partners to execute or finance projects
geoscientists and petroleum, gas and project engineers, who
in which the Group holds an interest or to meet their contractual
rigorously review and analyze in detail all available geoscience and
obligations;
engineering data (for example, seismic data, electrical logs, cores,
— the inability of service companies to deliver contracted services fluids, pressures, flow rates and facilities parameters). This process
on time and on budget; involves making subjective judgments, including with respect to the
estimate of hydrocarbons initially in place, initial production rates and
— compliance with both anticipated and unanticipated
recovery efficiency, based on available geological, technical and
governmental requirements, including U.S. and EU regulations
economic data. Consequently, estimates of reserves are not exact
that may give a competitive advantage to companies not subject
measurements and are subject to revision.
to such regulations;
A variety of factors that are beyond the Group’s control could cause
— economic or political risks, including threats specific to a certain
such estimates to be adjusted downward in the future, or cause the
country or region, such as terrorism, social unrest or other
Group’s actual production to be lower than its currently reported
conflicts (refer to point 3.1.6 of this chapter);
proved reserves indicate. Such factors include:
— competition from oil and gas companies for the acquisition and
— a prolonged period of low prices of oil or gas, making reserves
development of assets and licenses (refer to point 3.1.7 of this
no longer economically viable to exploit and therefore not
chapter);
classifiable as proved;
— increased taxes and royalties, including retroactive claims and
— an increase in the price of oil or gas, which may reduce the
changes in regulations and tax reassessments; and
reserves to which the Group is entitled under production sharing
— disputes related to property titles. and risked service contracts and other contractual terms;
These factors could lead to cost overruns and/or could impair the — changes in tax rules and other regulations that make reserves no
Group’s ability to complete a development project or make production longer economically viable to exploit, or disputes related to
economical. Some of these factors may also affect the Group’s property titles; and
projects and facilities further down the oil and gas chain.
— the actual production performance of the Group’s deposits.
If TOTAL fails to develop new reserves cost-effectively and in sufficient
The Group’s reserves estimates may therefore require substantial
quantities, the Group’s financial condition, including its operating
downward revisions should its subjective judgments prove not to
income and cash flow, could be materially affected.
have been conservative enough based on the available geoscience
The Group’s oil and gas reserves data are estimates only and engineering data, or the Group’s assumptions regarding factors
and subsequent upward or downward adjustments are possible. or variables that are beyond its control prove to be incorrect over
If actual production from such reserves proves to be lower than time. Any downward adjustment could indicate lower future
current estimates indicate, the Group’s financial condition, production amounts, which could adversely affect the Group’s
including its operating income and cash flow, could be impacted. financial condition, including its operating income and cash flow.
Many of the Group’s projects are conducted by equity affiliates Additionally, the partners of the Group may not be able to meet their
or are operated by third parties. For these projects, the Group’s financial or other obligations to the projects, which may threaten the
degree of control, as well as its ability to identify and manage viability of a given project. These partners may also not have the
risks, may be reduced. financial capacity to fully indemnify the Group or third parties in the
event of an incident.
A significant number of the Group’s projects are conducted by equity
affiliates (1) or operated by third parties. In cases where the Group’s With respect to joint-ventures, contractual terms generally provide
company is not the operator, such company may have limited that the operator, whether an entity of the Group or a third party,
influence over, and control of, the behavior, performance and costs assumes full liability for damages caused by its gross negligence or
of the partnership, its ability to manage risks may be limited and it willful misconduct.
may, nevertheless, be prosecuted by regulators or claimants in the
event of an incident.
(1) For additional information, refer to Note 8 to the Consolidated Financial Statements (point 8.7 of chapter 8).
Risk Factors 3
In the absence of the operator’s gross negligence or willful misconduct, With respect to third-party providers of goods and services, the amount
other liabilities are generally borne by the joint-venture and the cost and nature of the liability assumed by the third party depends on the
thereof is assumed by the partners of the joint-venture in proportion context and may be limited by contract. Contracts may also contain
to their respective ownership interests. obligations to indemnify TOTAL or for TOTAL to indemnify partners
or third parties.
TOTAL has significant production and reserves located in Furthermore, in addition to current production, TOTAL is also
politically, economically and socially unstable areas, where the exploring for and developing, or is participating in the exploration
risk that the Group’s operations may be materially affected is and/or development of, new reserves in other regions of the world
relatively high. that are historically characterized by political, social or economic
instability.
A significant portion of TOTAL’s oil and gas production and reserves
is located in countries that are not part of the Organisation for The occurrence and magnitude of incidents related to economic,
Economic Co-operation and Development (OECD). In recent years, social or political instability are unpredictable. It is possible that they
a number of these countries have experienced varying degrees of could have a material adverse impact on the Group’s production and
one or more of the following: economic or political instability, civil operations in the future and/or cause certain investors to reduce
war, violent conflict, social unrest, actions of terrorist groups and the their holdings of TOTAL’s securities. 3
application of international economic sanctions. Any of these
TOTAL, like other major international energy companies, has a
conditions alone or in combination could disrupt the Group’s
geographically diverse portfolio of reserves and operational sites,
operations in any of these regions, causing substantial declines in
which allows it to conduct its business and financial affairs so as to
production or revisions to reserves estimates.
reduce its exposure to political and economic risks. However, there
In Africa (excluding North Africa), which represented 24% of the can be no assurance that such events will not have negative
Group’s 2018 combined liquids and gas production, certain of the consequences on the Group.
countries in which the Group has production have recently suffered
Intervention by host country authorities can adversely affect the
from some of these conditions, including Nigeria, which is one of the
Group’s activities and its operating incomes.
main contributing countries to the Group’s production of
hydrocarbons (refer to point 2.1.9 of chapter 2). TOTAL has significant exploration and production activities, and in
some cases refining, marketing or chemicals operations, in countries
The Middle East and North Africa zone, which represented 24% of
whose governmental and regulatory framework is subject to
the Group’s 2018 combined liquids and gas production, has in recent
unexpected change and where the enforcement of contractual rights
years suffered increased political instability in connection with violent
is uncertain. The legal framework of TOTAL’s exploration and
conflict and social unrest, particularly in Libya and Syria, where the
production activities, established through concessions, licenses,
European Union (EU) and the U.S. have enacted economic sanctions
permits and contracts granted by or entered into with a government
prohibiting TOTAL from producing oil and gas since 2011. In Yemen,
entity, a state-owned company or private owners, is subject to risks
the deterioration of security conditions in the vicinity of the Balhaf site
of renegotiation that, in certain cases, can reduce or challenge the
caused the company Yemen LNG, in which the Group holds a stake
protections offered by the initial legal framework and/or the economic
of 39.62%, to stop its commercial production and export of LNG
benefit to TOTAL.
and to declare force majeure to its various stakeholders in 2015.
The plant has been put in preservation mode. In Iran, TOTAL signed In addition, the Group’s exploration and production activities in such
in July 2017 a 20-year contract with the National Iranian Oil Company countries are often undertaken in conjunction with state-owned
(NIOC) relating to the development and production of phase 11 entities, for example as part of a joint-venture in which the state has
(SP11) of the giant South Pars gas field. Following the withdrawal of a significant degree of control. In recent years, in various regions
the United States from the Joint Comprehensive Plan of Action on globally, TOTAL has observed governments and state-owned
May 8, 2018, TOTAL withdrew from this project and finalized its enterprises impose more stringent conditions on companies pursuing
withdrawal on October 29, 2018, prior to the re-imposition of US exploration and production activities in their respective countries,
secondary sanctions on the oil industry as of November 5, 2018. increasing the costs and uncertainties of the Group’s business
TOTAL was the operator and had a 50.1% interest alongside the operations. TOTAL expects this trend to continue.
Chinese state-owned company CNPC (30%) and Petropars (19.9%);
Potential increasing intervention by governments in such countries
a wholly-owned subsidiary of NIOC. TOTAL ceased all operational
can take a wide variety of forms, including:
activity in Iran before November 4, 2018.
— the award or denial of exploration and production interests;
In South America, which represented 6% of the Group’s 2018
combined liquids and gas production, certain of the countries in — the imposition of specific drilling obligations;
which TOTAL has production have recently suffered from political or
— price and/or production quota controls and export limits;
economic instability, including Argentina, Brazil and Venezuela.
— nationalization or expropriation of assets;
Since July 2014, international economic sanctions have been
adopted against certain Russian individuals and entities, including — unilateral cancellation or modification of license or contract rights;
various entities operating in the financial, energy and defense sectors.
— increases in taxes and royalties, including retroactive claims and
As of December 31, 2018, TOTAL held 21% of its proved reserves in
changes in regulations and tax reassessments;
Russia, from which the Group had 14% of its combined oil and gas
production in 2018. — the renegotiation of contracts;
For additional information concerning international economic — the imposition of increased local content requirements;
sanctions applicable notably to Cuba, Iran, Russia, Syria and
— payment delays; and
Venezuela, refer to point 3.1.9.1 of this chapter.
— currency exchange restrictions or currency devaluation.
Risk Factors
If a host government were to intervene in one of these forms in a For example, the Nigerian government has been contemplating new
country where TOTAL has substantial operations, including legislation to govern the petroleum industry which, if passed into law,
exploration, the Group could incur material costs or the Group’s could have an impact on the existing and future activities of the
production or asset value could decrease, which could potentially Group in that country through increased taxes and/or operating costs
have a material adverse effect on its financial condition, including its and could affect financial returns from projects in that country.
operating income and cash flow.
The Group operates in a highly competitive environment. Its could be affected if this discrepancy persists and if it should prove
competitiveness could be adversely impacted if the Group’s difficult to invoke price revision clauses.
level of innovation lagged behind its competitors.
The Group’s activities are carried out in a constantly changing
TOTAL’s main competitors are comprised of national (companies environment with new products and technologies continuously
directly or indirectly controlled by a state) and international oil emerging. The Group may not be able to anticipate these changes,
companies. The evolution of the energy sector has opened the door identify and integrate technological developments in order to maintain
to new competitors and increased market price volatility. its competitiveness, maintain a high level of performance and
operational excellence, and best meet the needs and demands of its
TOTAL is subject to competition in the acquisition of assets and
customers. The Group’s innovation policy requires significant
licenses for the exploration and production of oil and natural gas as
investment, notably in R&D, of which the expected impact cannot be
well as for the sale of manufactured products based on crude and
guaranteed.
refined oil. In the gas sector, major producers increasingly compete
in the downstream value chain with established distribution In the field of R&D, the multiplication of research partnerships, in
companies. Increased competitive pressure could have a significant particular in related technical fields, may make it difficult for the Group
negative effect on the prices, margins and market shares of the to track technical information exchanged with research partners and
Group’s companies. monitor related contractual restrictions (e.g., confidentiality, limited
use). New and increasingly complex digital technologies as well as
The pursuit of unconventional gas development, particularly in the
the multiplication of partnerships are all likely to increase
United States, has contributed to falling hydrocarbon market prices
contamination risks, which could, as a result, limit TOTAL’s ability to
and a marked difference between spot and long-term contract prices.
exploit innovations.
The competitiveness of long-term contracts indexed to oil prices
Ethical misconduct or non-compliance of the Group or its could, depending on applicable legislation (notably, the U.S. Foreign
employees with applicable laws could expose TOTAL to criminal Corrupt Practices Act, the UK Bribery Act, the French law
and civil penalties and be damaging to TOTAL’s reputation and n° 2016-1691 dated December 9, 2016 relating to transparency, the
shareholder value. fight against corruption and modernization of the economy or the
Regulation (EU) 2016/679 with regard to the protection of personal
The Group’s Code of Conduct, which applies to all of its employees,
data), be imposed by competent authorities, such as the review and
defines TOTAL’s commitment to ethical standards, business integrity,
reinforcement of the compliance program under the supervision of
human rights and compliance with applicable legal requirements.
an independent third party. Any of the above could be damaging to
TOTAL maintains a “zero tolerance” principle for fraud of any kind,
the financial condition, shareholder value or reputation of the Group.
particularly bribery, corruption and influence peddling.
Non-compliance with laws and regulations as well as ethical or human Generally, entities of the Group could potentially be subject to
rights misconduct by TOTAL, its employees or a third-party acting administrative, judicial or arbitration proceedings that could have a
on its behalf could expose TOTAL and/or its employees to material adverse impact on the Group’s financial condition and
investigations, criminal and civil sanctions and to additional penalties reputation (refer to point 3.2 of this chapter).
(such as debarment from public procurement). Further measures
TOTAL has activities in certain countries targeted by economic 3.1.9.1 U.S. and European legal restrictions
sanctions. If the Group’s activities are not conducted in
TOTAL closely monitors applicable international economic sanctions
accordance with applicable laws and regulations, TOTAL could
regimes, including those adopted by the United States and the
face penalties.
European Union (“EU”) (collectively, “Sanctions Regimes”), changes
Economic sanctions or other restrictive measures could target to such regimes and possible impacts on the Group’s activities.
countries, such as Cuba, Iran, and Syria and/or target actors or TOTAL takes steps to ensure compliance with applicable Sanctions
economic sectors, such as in Russia or in Venezuela. Regimes and believes that its current activities in targeted countries
do not infringe the applicable Sanctions Regimes. However, the
U.S. and European restrictions relevant to the Group and certain
Group cannot assure that current or future regulations related to
disclosure concerning the Group’s limited activities or presence in
Sanctions Regimes will not have a negative impact on its business,
certain targeted countries are outlined in points 3.1.9.1 and 3.1.9.2,
financial condition or reputation. A violation by the Group of applicable
respectively.
Sanctions Regimes could result in criminal, civil and/or material
financial penalties.
Risk Factors 3
A) Restrictions against Cuba Refer to point 3.1.9.2 below for information concerning Section 13(r)
of the Securities Exchange Act of 1934, as amended, pertaining to
U.S. sanctions against Cuba prohibit any person subject to the
activities of the Group related to Iran.
jurisdiction of the United States (1) from engaging, directly or indirectly,
in any activities or dealings related to Cuba, without government
C) Restrictions against Russia
authorization. Therefore, the use of the U.S. dollar is prohibited for
almost all transactions related to Cuba. Furthermore, it is prohibited Since July 2014, various Sanctions Regimes have been adopted
to export and reexport to Cuba all goods subject to the Export against Russia, including prohibitions to deal with certain Russian
Administration Regulations (2) without a license and with exceptions individuals and entities or restrictions on financings, as well as
(for example, certain medical equipment), as well as to import all restrictions on investments and exports to Russia.
goods of Cuban origin into the United States. Cuba is not subject to
The economic sanctions adopted by the EU since 2014 do not
European economic sanctions.
materially affect TOTAL’s activities in Russia. TOTAL has been formally
TOTAL has had an interest in a liquefied petroleum gas (LPG) cylinder authorized by the French government, which is the competent
filing plant in Cuba since 1997 and continues the development of its authority for granting authorization under the EU sanctions regime,
activities regarding lubricants, fluids and greases in Cuba. to continue all its activities in Russia on the Kharyaga and
Termokarstovoye fields and the Yamal LNG and the Arctic 2 LNG
B) Restrictions against Iran projects.
Several countries and international organizations, including the United The United States adopted various economic sanctions, some of
States and the EU, maintain Sanctions Regimes of varying degrees which target PAO Novatek (6) (“Novatek”), and the entities in which
targeting Iran. Novatek (individually or with other similarly targeted persons or
entities) owns an interest of at least 50%, including OAO Yamal LNG (7)
3
On July 14, 2015, the EU, China, France, Russia, the United
(“Yamal LNG”),Terneftegas (8) and OOO Arctic 2 LNG (9). These
Kingdom, the United States and Germany reached an agreement
sanctions prohibit, in particular, U.S. persons from all transactions in,
with Iran, known as the Joint Comprehensive Plan of Action (the
providing financing for, and other dealings in debt issued by these
“JCPOA”), regarding limits on Iran’s nuclear activities and relief under
entities after July 16, 2014 of longer than 90 days maturity (reduced
certain U.S., EU and UN economic sanctions regarding Iran.
to 60 days as from the end of November 2017). The use of the U.S.
On January 16, 2016, the International Atomic Energy Agency
dollar is therefore prohibited for these types of financings, including
(“IAEA”) confirmed that Iran had met its initial nuclear compliance
Yamal LNG. The Yamal LNG project’s financing was finalized in
commitments under the JCPOA. Therefore, as from that date, UN
successive steps in 2016 in compliance with applicable regulations.
economic sanctions, most U.S. secondary sanctions (i.e., those
The financing of the Arctic LNG 2 project is under discussion.
covering non-U.S. persons (3) and for activities outside U.S.
jurisdiction) and most EU economic sanctions were suspended (4). In addition, the U.S. Department of Commerce has imposed
restrictions on exports and reexports of certain goods to Russia
Following the withdrawal of the United States from the JCPOA in
under the regulation related to the U.S. export control with respect to
May 2018, U.S. secondary sanctions concerning the oil industry
certain oil projects, which do not materially impact TOTAL’s current
were re-imposed as of November 5, 2018.
activities in Russia.
In July 2017, TOTAL signed a contract for a period of 20 years with
In August 2017, the United States adopted the Countering America’s
the National Iranian Oil Company (“NIOC”) relating to the development
Adversaries Through Sanctions Act (“CAATSA”). This law provides
and production of phase 11 (SP11) (5) of the giant South Pars gas
for, in particular, the possibility to impose secondary sanctions against
field. Following the withdrawal of the United States from the JCPOA,
a non-U.S. person who (i) invests in certain types of crude oil projects;
TOTAL withdrew from this project and finalized its withdrawal on
(ii) carries out a significant transaction with a sanctioned Russian
October 29, 2018, prior to the re-imposition of U.S. secondary
individual or entity; (iii) carries out a significant transaction with an
sanctions on the oil industry as of November 5, 2018. TOTAL ceased
individual/entity party to or acting on behalf of Russian economic
all operational activity in Iran before November 4, 2018.
intelligence or defense sectors; (iv) carries out a direct and significant
Furthermore, certain U.S. states have adopted regulations with investment (beyond certain amounts), which contributes to the
respect to Iran requiring, in certain conditions, state pension funds development of Russian export pipelines or (v) sells, leases or
and other state-owned institutional investors to divest securities in provides goods, services, technologies or information that could
any company that has or had business operations in Iran and state directly and in a significant manner facilitate the maintenance or
public contracts not to be awarded to such companies. Certain U.S. expansion of the construction, modernization or repair of energy
state regulators have adopted similar initiatives relating to investments export pipelines by Russia. This law also, on the one hand, reduced
by insurance companies. TOTAL believes the impact of these the maturity periods of debts restricting the financing of certain entities
regulations to be limited due to the Group’s decision to withdraw and, on the other hand, extended, as from January 29, 2018, the
from Iran. Nevertheless, TOTAL continues to closely monitor these prohibition applicable to certain entities to export goods and services
measures, which are generally still in effect following the withdrawal outside of Russia in support of exploration or production projects of
of the United States from the JCPOA. oil in deep water, beyond the Arctic offshore, or concerning shale
formations (shale oil).
With respect to the Group’s activities conducted under the sanctions
framework that was in place prior to the entry into force of the On April 6, 2018, the American Department of Treasury’s Office of
JCPOA, the U.S. Department of State made a determination on Foreign Assets Control (OFAC) for the first time designated and
September 30, 2010 that certain historical activities would not be registered certain Russian oligarchs and political figures, as well as
deemed sanctionable and that, so long as TOTAL acted in several entities owned by them, on the list of Specially Designated
accordance with its commitments related to this determination, it Nationals and Blocked Persons List. Non-U.S. persons may now be
would not be regarded as a company of concern for its past sanctioned under secondary sanctions for having carried out
Iran-related activities. TOTAL’s historical activities in Iran have been significant transactions with the designated persons.
conducted in compliance with these Sanctions Regimes. Since 2011,
TOTAL continues its activities in Russia in compliance with applicable
TOTAL has had no production in Iran.
sanctions regimes.
Risk Factors
As of December 31, 2018, TOTAL held 21% of its proved reserves in 3.1.9.2 Information concerning certain limited
Russia, where the Group had 14% of its combined oil and gas activities in Iran and Syria
production in 2018.
Information concerning TOTAL’s activities related to Iran that took
place in 2018 provided in this section is disclosed according to
D) Restrictions against Syria
Section 13(r) of the Securities Exchange Act of 1934, as amended
The EU adopted measures in 2011 regarding trade with and (“U.S. Exchange Act”).
investment in Syria that are applicable to European persons and to
In addition, information for 2018 is provided concerning the payments
entities constituted under the laws of an EU Member State, including,
made by Group affiliates to, or additional cash flow that operations of
notably, a prohibition on the purchase, import or transportation from
Group affiliates generate for, the government of any country identified
Syria of crude oil and petroleum products. The United States also
by the United States as a state sponsor of terrorism (currently, Iran,
has adopted comprehensive measures that broadly prohibit trade
North Korea, Syria and Sudan) (2) or any entity controlled by those
and investment in and with Syria. Since 2011, the Group ceased its
governments.
activities that contributed to oil and gas production in Syria and has
not purchased hydrocarbons from Syria since that time (refer to point TOTAL believes that these activities are not sanctionable, including
3.1.9.2). for activities previously disclosed. For more information on certain
U.S. and EU restrictions relevant to TOTAL in these jurisdictions,
E) Restrictions against Venezuela refer to point 3.1.9.1 of this chapter.
Since 2014, different Sanctions Regimes were adopted relating to
A) Iran
Venezuela, including prohibitions to deal with certain Venezuelan
individuals and entities, as well as restrictions on financings. The Group’s operational activities related to Iran were stopped in
2018 following the withdrawal of the United States from the JCPOA
In August 2017, the United States adopted economic sanctions
in May 2018 and prior to the re-imposition of U.S. secondary
relating to the Government of Venezuela as well as certain
sanctions on the oil industry as of November 5, 2018.
state-owned or controlled entities (collectively, the “Government of
Venezuela”), including Petroleos de Venezuela, S.A. (“PdVSA”) as Statements in this section concerning affiliates intending or expecting
well as entities in which PdVSA (individually or with other similarly to continue activities described below are subject to such activities
targeted persons or entities collectively) owns an interest of at least continuing to be permissible under applicable international economic
50% (which includes Petrocedeño S.A., a company in which the sanctions regimes.
Group held an interest of 30.32% as of December 31, 2018). These
a) Exploration & Production
sanctions prohibit all U.S. persons (1) from transacting in, providing
Following the suspension of certain international economic sanctions
financing for or otherwise dealing in debt issued by PdVSA as from
against Iran on January 16, 2016, the Group commenced various
August 25, 2017 of longer than 90 days maturity. The use of the U.S.
business development activities in Iran. Total E&P South Pars S.A.S.
dollar is therefore prohibited for these types of financings, including
(“TEPSP”) (a wholly-owned affiliate), CNPC International Ltd.
with Petrocedeño S.A.
(“CNPCI”) (a wholly-owned affiliate of China National Petroleum
Since November 13, 2017, Venezuela has also been subject to Company) and Petropars Ltd. (“Petropars”) (a wholly-owned affiliate
European sanctions, which mainly provide for the freezing of assets of NIOC) signed a 20-year risked service contract in July 2017, (the
of certain individuals and entities, a military embargo as well as “Risked Service Contract”) for the development and production of
restrictions on the exportation of certain goods. phase 11 of the South Pars gas field (“SP11”).TEPSP (50.1%) was
the operator and a partner of the project alongside CNPCI (30%)
In May 2018, the United States adopted a new round of sanctions
and Petropars (19.9%). These companies entered into a joint
against the Government of Venezuela, prohibiting all U.S. persons
operating agreement in July 2017 (the “JOA”) concerning, among
from transacting in (i) the purchase of debts owed to the Government
other things, the governance of their obligations under the Risked
of Venezuelan and (ii) the sale, transfer, assignment, or pledging as
Service Contract and the designation of TEPSP as the project’s
collateral by the Government of Venezuelan of any equity interest in
operator.
any entity in which the Government of Venezuela has a 50% or
greater ownership interest. In 2018, TEPSP continued conducting petroleum operations on
behalf of the above-mentioned consortium in accordance with the
On January 28, 2019, pursuant to Executive Order 13850, American
terms and conditions of the Risked Service Contract and the JOA. In
Department of Treasury’s Office of Foreign Assets Control (OFAC)
particular, TEPSP: (i) held several meetings with the Iranian authorities,
designated and registered PdVSA on the list of Specially Designated
NIOC and other Iranian state owned/controlled entities; (ii) launched
Nationals and Blocked Persons List, as well as any entities in which
tenders for award of service contracts for the purposes of the SP11
PdVSA owns an interest of at least 50%, including Petrocedeño S.A.
project; (iii) negotiated various agreements (such as service and/or
To date, TOTAL has organised the management of its interest to ensure supply agreements and bank service agreements); and (iv) performed
compliance with applicable sanctions. other activities under the Risked Service Contract and the JOA.
In 2018, TEPSP completed the technical studies, which were started
in November 2016, in accordance with the technical services
agreement (the “TSA”) between NIOC and TEPSP, acting on behalf
of the consortium.
(1) “U.S. person” means any U.S. citizen and permanent resident alien wherever he/she is in the world, entity organized under the laws of the United States or any jurisdiction within the
United States, including foreign branches, or any person or entity located in the United States.
(2) In North Korea, other than fees related to trademarks and designs paid in 2018, TOTAL is not present. In this country. In Sudan, other than the payment of fees related to trademarks, the
Group is not aware of any of its activities in 2018 having resulted in payments to, or additional cash flow for, the government of that country.
Risk Factors 3
However, as a result of the withdrawal of the U.S. from the JCPOA in interest and Marubeni Oil & Gas (U.K.) Limited ((“Marubeni”) sold
May 2018, TOTAL ceased all of its activities related to the SP11 their full 3.75%).
project and finalized its withdrawal from the SP11 project on October
The Bruce field joint venture is party to an agreement (the “Bruce
29, 2018, at which time it transferred its participating interest and
Rhum Agreement”) governing certain transportation, processing and
operatorship of the project to CNPCI.
operation services provided to another joint venture at the Rhum
The MOU entered into between TOTAL and NIOC in January 2016 field in the UK, co-owned by Serica (50%, operator) and the Iranian
to assess potential developments in Iran (including South Azadegan) Oil Company UK Ltd (“IOC”), a subsidiary of NIOC (50%). Under the
was amended to include North Azadegan and to extend its duration. terms of the Bruce Rhum Agreement, the Rhum field owners pay a
NIOC provided TOTAL in 2017 with technical data on the Azadegan proportion of the operating costs of the Bruce field facilities calculated
oil field so that it could assess potential development of this field. on a gas throughput basis. IOC’s share of costs incurred under the
Representatives of TOTAL held technical meetings in 2017 with Bruce Rhum Agreement have been paid to TEP UK in 2018 by
representatives of NIOC and its affiliated companies and carried out Naftiran Intertrade Company Limited (“NICO”), the trading branch of
a technical review of the Azadegan (South & North) oil field as well as the National Iranian Oil Company (“NIOC”). NIOC is the parent
the Iran LNG Project (a project contemplating a 10 Mt/y LNG company of IOC and an Iranian government owned corporation.
production facility at Tombak Port on Iran’s Persian Gulf coast), the In 2018, based upon TEP UK’s 1% interest in the Bruce field and
results of which were partially disclosed to NIOC and relevant affiliated income from the net cash flow sharing arrangement with Serica,
companies. In addition, TOTAL signed an MOU in 2017 with an gross revenue to TEP UK from IOC’s share of the Rhum field resulting
international company to evaluate jointly the Azadegan oil field from the Bruce Rhum Agreement was approximately £8 million. This
opportunity with NIOC. This international company decided in sum was used to offset operating costs on the Bruce field and as
February 2018 to withdraw from this technical cooperation and a
MOU termination agreement was formally executed with TOTAL on
such, generated no net profit to TEP UK. This arrangement is
expected to continue in 2019.
3
May 16, 2018. Technical studies were pursued by TOTAL until March
In 2018, TEP UK acted as agent for BHP and Marubeni, which faced
2018 on the Azadegan area with regular contacts with NIOC.
difficulty securing banking arrangements allowing them to accept
All work and contacts with NIOC on this subject ceased at the end
payments from IOC, and, thus, received payments from IOC in
of March 2018.
relation to BHP and Marubeni’s share of income from the Bruce
During 2018, in connection with the activities under the aforementioned Rhum Agreement under the terms of an agency agreement entered
Risked Service Contract and MOUs, and to discuss other new into in June 2018 between BHP, Marubeni and TEP UK (the “Agency
opportunities, representatives of TOTAL attended meetings with the Agreement”). Payments made from IOC to BHP and Marubeni in
Iranian oil and gas ministry and several Iranian companies with ties to 2018 related to the periods prior to the completion of their divestment
the government of Iran. In connection with travel to Iran in 2018 by to Serica in November 2018. Total payment received on behalf of
certain employees of the Group, TOTAL made payments to Iranian BHP and Marubeni by TEP UK under this arrangement in 2018 was
authorities for visas, airport services, exit fees and similar travel-related approximately £7 million. This amount relates to income due to BHP
charges. In addition, representatives of TOTAL had meetings in and Marubeni under the Bruce Rhum Agreement for 2017 and 2018.
France with the Iranian ambassador. TEP UK transferred all income received under the Agency Agreement
to BHP and Marubeni and provided the service on a no profit, no
Neither revenues nor profits were recognized from any of the
loss basis. The Agency Agreement is expected to be terminated
aforementioned activities under the aforementioned Risked Service
upon receipt of all payments relating to the period up to November
Contract and MOUs in 2018.
30, 2018.
Maersk Oil studied two potential projects with NIOC, prior to the
Prior to the re-imposition of U.S. secondary sanctions on the oil
acquisition of Maersk Oil by TOTAL in March 2018. These studies
industry as of November 5, 2018, TEP UK liaised directly with IOC
ceased after a meeting with NIOC representatives in May 2018.
concerning its interest in the Bruce Rhum Agreement and it received
The Tehran branch office of TEPSP, opened in 2017 for the purposes payments directly for services provided to IOC under the Bruce Rhum
of the SP11 project, ceased all operational activities prior to Agreement. In October 2018, the U.S. Treasury Department’s Office
November 1, 2018 and will be closed and de-registered in 2019. of Foreign Asset Control (“OFAC”) granted a new conditional license
Since November 2018, Total Iran BV maintains a local representative to BP and Serica authorizing the provision of services to the Rhum
office in Tehran with a few employees, solely for non-operational field, following the reinstatement of U.S. secondary sanctions. The
functions. Concerning payments to Iranian entities in 2018, Total Iran principal condition of the OFAC license is that the Iranian
BV and Elf Petroleum Iran collectively made payments of government’s shareholding in IOC is transferred into a trust in order
approximately IRR 31.7 billion (approximately $300,000 (1)) to the that Iran may not derive any benefit from the Rhum field or exercise
Iranian administration for taxes and social security contributions any control while the U.S. secondary sanctions are in place. A Jersey
concerning the personnel of the aforementioned representative office based trust has been put in place with the trustee holding IOC’s
and residual obligations related to various prior risked service shares in the Rhum field. IOC’s interest is now managed by a new
contracts. In 2019, similar types of payments are to be made in independent management company established by the trust and
connection with maintaining the representative office in Tehran, albeit referred to as the “Rhum Management Company” (“RMC”) and where
in lower amounts. None of these payments has been or is expected necessary TEP UK liaises, and expects to continue doing so in 2019,
to be executed in U.S. dollars. with RMC in relation to the Bruce Rhum Agreement.
Furthermore, Total E&P UK Limited (“TEP UK”), a wholly-owned TEP UK is also party to an agreement with Serica whereby TEP UK
affiliate, holds a 1% interest in a joint venture for the Bruce field in the uses reasonable endeavors to evacuate Rhum NGL from the St
United Kingdom with Serica Energy (UK) Limited (“Serica”) (98%, Fergus Terminal (the “Rhum NGL Agreement”). TEP UK provides this
operator) and BP Exploration Operating Company Limited (“BP”) service – subject to Serica having title to all of the Rhum NGL to be
(1%), following the completion of the sale of 42.25% of TEP UK’s evacuated and Serica having a valid license from OFAC for the
interests in the Bruce field on November 30, 2018 pursuant to a sale activity – on a cost basis, but for which TEP UK charges a monthly
and purchase agreement dated August 2, 2018 between TEP UK handling fee that generates an income of approximately £35,000 per
and Serica. Upon the closing of the transaction on November 30, annum relating to IOC’s 50% stake in the Rhum field. After costs,
2018, all other prior joint venture partners also sold their interests in TEP UK realizes little profit from this arrangement.TEP UK expects to
the Bruce field to Serica (BP sold 36% retaining a 1% interest; BHP continue this activity in 2019.
Billiton Petroleum Great Britain Limited (“BHP”) sold their full 16%
(1) Converted using the average exchange rate for fiscal year 2018, as published by Bloomberg.
Risk Factors
Following the acquisition of Maersk Oil in 2018, the undeveloped the government of Iran holds a 20% interest and which is supervised
Yeoman discovery is now wholly owned by the Group, under license by Iran’s Industrial Management Organization. This activity generated
P2158 granted to Maersk Oil North Sea UK Limited, recently renamed gross revenue of approximately €54,056 and net profit of
Total E&P North Sea UK Limited (“TEPNSUK”). Yeoman is situated approximately €8,108.
adjacent to the Pardis discovery in which IOC held an interest, which
Paulstra S.N.C., a wholly-owned affiliate of Hutchinson SA, obtained
it sold in October 2018. Prior to this divestment, non-legally binding
in 2017 an order from Iran Khodro to sell vehicular anti-vibration
technical and commercial discussions had taken place between
systems over a 5-year period. This activity did not generate any
TEPNSUK, IOC and the UK Government’s Oil and Gas Authority
gross revenue or net profit in 2018 because Paulstra did not delivery
during the first half of 2018 regarding a potential joint development of
any product to Iran Khodro. The order was terminated in 2018.
Yeoman and Pardis but no contractual arrangements were
Paulstra S.N.C. also sold oil seals in 2018 to Iran Khodro. This activity
implemented in connection with such discussions. Also prior to this
generated gross revenue of approximately €1,078,887 and net profit
divestement, other discussions had taken place between TEPNSUK
of approximately €161,833.
and IOC on an informal basis regarding a potential farm-in to Pardis
by Maersk Oil. Catelsa Caceres, a wholly-owned affiliate of Hutchinson Iberia, itself
wholly-owned by Hutchinson SA, sold sealing products to Iran
Lastly, TOTAL S.A. paid approximately €8,000 to Iranian authorities
Khodro in 2018. This activity generated gross revenue of
related to various patents (1) in 2018. Similar payments are expected
approximately €1,449 and net profit of approximately €217.
to be made in 2019 for such patents.
Hutchinson GMBH, a wholly-owned affiliate of Hutchinson SA, sold
b) Other business segments
hoses for automotive vehicles to Iran Khodro in 2018. This activity
In 2018, TOTAL S.A. paid fees of approximately €1,500 to Iranian
generated gross revenue for approximately €257,400 and net profit
authorities related to the maintenance and protection of trademarks
of approximately €38,610. The last shipments from Hutchinson and
and designs in Iran. Similar payments are expected to be made in
its affiliates to Iran Khodro were in August 2018 and last payments
2019.
were made in October 2018.
Trading & Shipping Hanwha Total Petrochemicals (“HTC”), a joint venture in which Total
Holdings UK Limited (a wholly-owned affiliate) holds a 50% interest
Following the suspension of applicable EU and U.S. economic
and Hanwha General Chemicals holds a 50% interest, purchased
sanctions in 2016, the Group commenced the purchase of Iranian
approximately 17 Mb of condensates from NIOC for approximately
hydrocarbons through its wholly-owned affiliate TOTSA TOTAL OIL
KRW 1,310 billion (approximately $1.2 billion) from January to July
TRADING SA (“TOTSA”). In 2018, the Group continued its trading
2018, then HTC stopped purchasing from NIOC. These condensates
activities with Iran via TOTSA, which purchased approximately 18 Mb
are used as raw material for certain of HTC’s steam crackers. HTC
of Iranian crude oil for nearly €1 billion pursuant to term contracts.
also chartered fifteen tankers of condensates with National Iranian
It is not possible to estimate the gross revenue and net profit related
Tanker Company (NITC), a subsidiary of NIOC, for approximately
to these purchases because the totality of this crude oil was used to
KRW 24 billion (approximately $22.3 million). In November 2018,
supply the Group’s refineries. In addition, in 2018, approximately
South Korea was granted a significant reduction exemption waiver
1 Mb of petroleum products were sold to entities with ties to the
(the “SRE waiver”) allowing it to import Iranian condensate from NIOC
government of Iran. These activities generated gross revenue of
for six months. For 2019, based on the SRE waiver, HTC is reviewing
nearly €43 million and a net profit of approximately €1 million. The
the feasibility to resume purchases from NIOC.
Group ceased these activities in June 2018.
Total Research & Technology Feluy (“TRTF”, a wholly-owned affiliate),
Gas, Renewables & Power Total Marketing & Services (“TMS”, a wholly-owned affiliate), and
Total Raffinage Chimie (“TRC”) paid in 2018 fees totaling
Saft Groupe S.A. (“Saft”), a wholly-owned affiliate, in 2018 sold
approximately €1,000 to Iranian authorities related to various patents.
signaling and backup battery systems for metros and railways as
Similar payments are expected to be made by TRTF and TRC in
well as products for the utilities and oil and gas sectors to companies
2019. TMS abandoned its patent rights in Iran in 2018, thus no
in Iran, including some having direct or indirect ties with the Iranian
payments are expected by TMS in 2019.
government. In 2018, this activity generated gross revenue of
approximately €2.5 million and net profit of approximately
Marketing & Services
€0.3 million. Saft ceased this activity in 2018. Saft also attended the
Iran Oil Show in 2018, where it discussed business opportunities Until December 2012, at which time it sold its entire interest, the
with Iranian customers, including those with direct or indirect ties Group held a 50% interest in the lubricants retail company Beh Tam
with the Iranian government. Saft ceased this activity in 2018. (formerly Beh Total) along with Behran Oil (50%), a company
controlled by entities with ties to the government of Iran. As part of
Total Eren, a company in which Total Eren Holding holds an interest
the sale of the Group’s interest in Beh Tam, TOTAL S.A. agreed to
of 68.76% (TOTAL S.A. owns 33.86% of Total Eren Holding), had
license the trademark “Total” to Beh Tam for an initial 3-year period
preliminary discussions during January to March 2018 for possible
(renewed for an additional 3 year period) for the sale by Beh Tam of
investments in renewable energy projects in Iran, including meetings
lubricants to domestic consumers in Iran. Royalty payments for 2014
with ministries of the Iranian government. These discussions and
were received by TOTAL S.A. during the first semester of 2018 in the
meetings ceased as of March 2018 and neither revenues nor profits
amount of approximately €730,000. There remain outstanding royalty
were recognized from this activity in 2018.
payments for 2015 through 2017 in favor of TOTAL S.A. This licensing
agreement was terminated in 2018. In addition, representatives of
Refining & Chemicals
Total Oil Asia-Pacific Pte Ltd, a wholly-owned affiliate, visited Behran
As of May 2018, Hutchinson SA and its affiliates no longer accepted Oil beginning 2018 regarding the potential purchase of 50% of the
orders from Iranian companies and ceased all activities, in general, share capital of Beh Tam. Discussions on this matter ended following
with Iran and all Iranian companies prior to August 6, 2018. the announcement of the re-imposition of U.S. secondary sanctions
on the oil industry.
Le Joint Français, a wholly-owned affiliate of Hutchinson SA, sold
vehicular O-ring seals in 2018 to Iran Khodro, a company in which
(1) Section 560.509 of the U.S. Iranian Transactions and Sanctions Regulations provides an authorization for certain transactions in connection with patent, trademark, copyright or other
intellectual property protection in the United States or Iran, including payments for such services and payments to persons in Iran directly connected to intellectual property rights, and
TOTAL believes that the activities related to the industrial property rights described in this point 3.1.9.2 are consistent with that authorization.
3
3.2 Legal and arbitration proceedings
There are no governmental, legal or arbitration proceedings, including Grande Paroisse
any proceeding of which the Company is aware that are pending or
On September 21, 2001, an explosion occurred at the industrial site
threatened against the Company, that could have, or could have had
of Grande Paroisse (a former subsidiary of Atofina which became
during the last 12 months, a material impact on the Group’s financial
a subsidiary of Elf Aquitaine Fertilisants on December 31, 2004).
situation or profitability.
The explosion caused the death of 31 people, including 21 workers
Described below are the main administrative, legal and arbitration at the site, injured many others and caused significant damage on
proceedings in which the Company and the other entities of the the site and to property in the city of Toulouse.
Group are involved.
After many years, the investigating magistrate brought charges
against Grande Paroisse and the former Plant Manager before the
Alitalia
Toulouse Criminal Court. On November 19, 2009, this tribunal
In the Marketing & Services segment, a civil proceeding was initiated acquitted both the former Plant Manager and Grande Paroisse due
in Italy, in 2013, against TOTAL S.A. and its subsidiary Total Aviazione to the lack of reliable evidence for the explosion. The Court declared
Italia Srl before the competent Italian civil court. The plaintiff claims Grande Paroisse civilly liable for the damages caused by the explosion
against TOTAL S.A., its subsidiary and other third parties, damages to the victims in its capacity as custodian and operator of the plant.
that it estimates to be nearly €908 million. This proceeding follows
On September 24, 2012, the Court of Appeal of Toulouse convicted
practices that had been condemned by the Italian competition
Grande Paroisse and the former Plant Manager.
authority in 2006. The parties have exchanged preliminary findings
and a request for an expert opinion has been approved by the court. On January 13, 2015, the French Supreme Court (Cour de cassation)
The existence and the assessment of the alleged damages in this fully quashed the decision of September 24, 2012. The case was
procedure involving multiple defendants remain contested. referred back to the Court of Appeal of Paris, which, on October 31,
2017, convicted Grande Paroisse and the former Plant Manager.
FERC Both have decided to appeal this decision before the French Supreme
Court (Cour de cassation).
The Office of Enforcement of the U.S. Federal Energy Regulatory
Commission (FERC) began in 2015 an investigation in connection A compensation mechanism for victims was set up immediately
with the natural gas trading activities in the United States of Total following the explosion. €2.3 billion was paid for the compensation
Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of the of claims and related expenses amounts. A €10 million reserve
Group. The investigation covered transactions made by TGPNA remains booked in the Group’s Consolidated Financial Statements
between June 2009 and June 2012 on the natural gas market. as of December 31, 2018.
TGPNA received a Notice of Alleged Violations from FERC on
September 21, 2015. On April 28, 2016, FERC issued an order to Iran
show cause to TGPNA and two of its former employees, and to
In 2003, the Securities and Exchange Commission (SEC) followed
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
by the Department of Justice (DoJ) issued a formal order directing an
TGPNA contests the claims brought against it. A class action,
investigation against TOTAL, and other oil companies, for alleged
launched to seek damages from these three companies, was
violations of the Foreign Corrupt Practices Act (FCPA) and the
dismissed by a judgment of the U.S. District court of New York issued
Company’s accounting obligations in connection with the pursuit of
on March 15, 2017. The Court of Appeal upheld this judgment on
business in Iran in the 1990s.
May 4, 2018.
(1) Converted using the average exchange rate for fiscal year 2018, as published by Bloomberg.
In late May 2013, and after several years of discussions, TOTAL individuals can defend themselves, TOTAL did not want to pursue
reached settlements with the U.S. authorities (a Deferred Prosecution the case. This decision is thus definitive.
Agreement with the DoJ and a Cease and Desist Order with the
SEC). These settlements, which put an end to these investigations, Italy
were concluded without admission of guilt and in exchange for TOTAL
As part of an investigation led by the Public Prosecutor of the Potenza
respecting a number of obligations, including the payment of a fine
Court in 2007, Total Italia and also certain Group employees were
and civil compensation for an aggregate amount of $398.2 million.
the subjects of an investigation related to alleged irregularities in
By virtue of these settlements, TOTAL also accepted the appointment
connection with the purchase of lands and the award of calls for
of an independent compliance monitor to review the Group’s
tenders in relation to the preparation and development of an oil field
compliance program and to recommend possible improvements.
located in the south of Italy.
In July 2016, the monitor submitted his third and final report, in which
Pursuant to a judgment issued on April 4, 2016, the Potenza Criminal
he certified that TOTAL had devised and implemented an appropriate
Court found four employees to be guilty of corruption, with two of
compliance program. As a result of this certification, the U.S.
these employees also being found guilty of misappropriation in
authorities, after having reviewed the monitor’s report, concluded
connection with the purchase of land. The procedure with respect to
that TOTAL had fulfilled all of its obligations, thus bringing an end to
Total Italia was sent back to the public prosecutor due to the
the monitoring process. As a result, a Court in the State of Virginia
imprecision of the terms of prosecution. The four employees decided
granted a motion to dismiss on November 9, 2016, thereby
to challenge the judgment before the Court of Appeal.
terminating the procedure directed at the Company, which can no
longer be pursued in the United States for these same facts. Pursuant to a definitive judgment issued on February 20, 2018 the
Court of Appeal of Potenza recorded the termination of the
With respect to the same facts, TOTAL was placed under formal
proceedings directed towards the four employees prosecuted for
investigation in France in 2012. In October 2014, the investigating
corruption because of the expiration of the statute of limitation.
magistrate decided to refer the case to trial. Pursuant to a judgment
issued on December 21, 2018, the Paris Criminal Court convicted Pursuant to a judgment issued on July 17, 2018, the Court of Appeal
TOTAL of corruption of foreign official and ordered the Company to of Potenza acquitted two of the Group’s employees prosecuted for
pay a €500,000 fine. Given the specific circumstances of this case, misappropriation. The public prosecutor and a civil party (plaintiff)
which has been already judged in the U.S. and in which none of the have decided to appeal this decision.
The Group is structured around its business segments, to which the The Group’s internal control and risk management systems are
Group’s operational entities report. The business segments’ therefore based on the five components of this framework: control
management are responsible, within their area of responsibility, for environment, risk assessment, control activities, monitoring, and
ensuring that operations are carried out in accordance with the information and communication.
strategic objectives defined by the Board of Directors and General
The Group’s risk management system draws on the main international
Management. The functional divisions at the Holding level help
standards (COSO Enterprise Risk Management integrated framework,
General Management define norms and standards, oversee their
ISO 31000: 2018 – Risk management) as well as on French
application and monitor activities. They also lend their expertise to
standards (Reference framework of the French Financial Markets
the operational divisions.
Authority). The internal Risk Management, Internal Control and Audit
The Group’s internal control and risk management systems are Charter forms the common framework on which the Group relies to
structured around a three-level organization – Holding level, business ensure control of its activities.
segments, operational entities – where each level is directly involved
The Group’s internal control and risk management systems cover
and accountable in line with the level of delegation determined by
the processes of the fully consolidated entities. Regarding
General Management.
acquisitions, the Group’s control environment is implemented in the
General Management constantly strives to maintain an efficient acquired entities after a critical analysis of their own systems.
internal control system, based on the framework of the Committee
The principles of control fit into the framework of the rules of corporate
of Sponsoring Organizations of the Treadway Commission (COSO).
governance. In particular, these rules task the Board of Directors’
In this framework, internal control is a process intended to provide
Audit Committee with monitoring the efficiency of the internal control
reasonable assurance that the objectives related to operations,
and risk management systems, and of the internal audit performed
reporting and compliance with applicable laws and regulations are
to assess the risk management systems at all levels of the
achieved. As for any internal control system, it cannot provide an
organization and make recommendations for their improvement. The
absolute guarantee that all risks are completely controlled or
Audit Committee also monitors the process of producing accounting
eliminated.
and financial information, in order to guarantee its integrity.
The COSO framework is considered equivalent to the reference
Approximately 400 employees monitor the internal control systems
framework of the French Financial Markets Authority (Autorité des
within the Group. The assessment of the internal control and risk
marchés financiers). The Group has also chosen to rely on this
management system is mainly overseen by the Audit & Internal
framework as part of its obligations under the Sarbanes-Oxley Act.
Control Division.
Integrity and ethics – Framework The Group’s Audit & Internal Control Division pursues a continual
process aimed at strengthening the assessment of the role and
TOTAL’s control environment is based primarily on its Code of
involvement of all employees in terms of internal control. Training
Conduct, which spells out the Group’s values, two of which are core
initiatives tailored to the various stakeholders involved in the internal
values: Safety and Respect for Each Other, the latter being reflected
control process are regularly launched within the Group.
in the areas of integrity (fraud and corruption), respect for human
rights as well as environment and health. The principles of the Code
Control activities and assessment
of Conduct are set forth in a number of guides, such as the Business
Integrity Guide and the Human Rights Guide. These documents are Any activity, process or management system may be the subject of
distributed to employees and are available on the intranet. They also an internal audit conducted by Group Audit, in accordance with the
set out the rules of individual behavior expected of all employees in international internal audit framework of internal audits and its Code
the countries where the Group is present. Similarly, a Financial Code of Conduct. The Group’s Audit & Internal Control Division also
of Ethics sets forth the obligations applicable to the Chairman and conducts joint audits with third parties and provides assistance
Chief Executive Officer, the Chief Financial Officer, the Vice President (advice, analysis, input regarding methodology). The audit plan, which
of the Corporate Accounting Division and the financial and accounting is based on an analysis of the risks and risk management systems, is
officers of the principal Group activities. submitted annually to the Executive Committee and the Audit
Committee. The Group’s Audit & Internal Control Division employs
As a priority of General Management, the Group deploys an integrity
policy and compliance programs, in particular for the prevention of
75 people and conducted about 150 internal audit missions in 2018. 3
corruption, fraud and competition law infringement. These programs The Group regularly examines and assesses the design and
include reporting and control actions (review and audit missions). effectiveness of the key operational, financial and information
Ethical assessments are also conducted (refer to point 5.7 of chapter technology controls related to internal control over financial reporting,
5). In these areas, the Group relies on the Compliance network, the in compliance with the Sarbanes-Oxley Act. In 2018, this assessment
Ethics officers’ network and the Ethics Committee, the role of which was performed with the assistance of the Group’s main entities and
is to listen and provide assistance. Audit & Internal Control Division. The system covers:
TOTAL has a framework of Group standards that is completed by a — the most significant entities, which assess the key operational
series of practical recommendations and feedback. Like the Group’s controls of their significant processes and respond to a Group
organization, this framework has a three-level structure: a Group questionnaire for assessing the internal control framework; and
level, frameworks for each business segment, and a specific
— other less significant entities, which respond only to the Group
framework for each significant operational entity.
questionnaire for assessing the internal control system.
Governance, authorities and responsibilities These two categories of entities, which include the central functions
of the business segments and the corporate, account for
The Board of Directors, with the support of its Committees, ensures
approximately 80% and 10%, respectively, of the financial aggregates
that the internal control functions are operating properly. The Audit
in the Group’s Consolidated Financial Statements.
Committee ensures that General Management implements internal
control and risk management procedures based on the risks Direct Énergie, Quadran and Global LNG, entities acquired in 2018,
identified, such that the Group’s objectives are achieved. are excluded from the scope of the assessment and conclusion on
the effectiveness of internal control over financial reporting. These
General Management ensures that the organizational structure and
three entities represented respectively 1.34%, 0.50% and 2.15% of
reporting lines plan, execute, control and periodically assess the
the Group’s consolidated balance sheet as of December 31, 2018 and
Group’s activities. It regularly reviews the relevance of the
0.34%, 0.04% and 0.07% of the Group’s 2018 consolidated sales.
organizational structures so as to be able to adapt them quickly to
changes in the activities and in the environment in which they are The statutory auditors also review the internal controls that they deem
carried out. necessary as part of their certification of the financial statements.
Pursuant to American regulations, they reviewed in 2018 the
The business segments and operational entities’ General
implementation of the Group’s internal control framework and the
management are responsible for the internal control and risk
design and effectiveness of key internal controls in its main entities
management system within their scope of responsibility.
regarding financial reporting. Based on their review, the statutory
The Group has also defined central responsibilities that cover the auditors stated that they had no remarks on the information presented
three lines of internal control: (1) operational management, which is on internal control and risk management procedures.
responsible for implementing internal control, (2) support functions
The reports on the work performed by the Group Audit and statutory
(such as Finance, Legal, Human Resources, etc.), which prescribe
auditors are periodically summarized and presented to the Audit
the internal control systems, verify their implementation and
Committee and, thereby, to the Board of Directors. The Senior Vice
effectiveness and assist operational employees, and (3) internal
President, Audit & Internal Control attended all Audit Committee
auditors who, through their internal control reports, provide
meetings held in 2018. The Audit Committee also meets with the
recommendations to improve the effectiveness of the system.
statutory auditors at least once a year without any Company
An accountability system is defined and formalized at all levels of the representatives present.
organization, through organization notes, organization charts,
If areas of improvement are identified by these internal audits and
appointment notes, job descriptions and delegations of powers. Each
operational controls, then corrective action plans are drawn up and
business segment has established, in accordance with the Group’s
shared with operational management, who, along with the Group’s
instructions, clear rules applicable to its own scope.
Audit & Internal Control Division, monitor their implementation closely.
Based on the internal reviews, General Management has reasonable
assurance of the effectiveness of the Group’s internal control.
3.3.3.1 General principles The work of the GRMC is led by the Audit & Internal Control Division,
which assists contributors in preparing the presentations and acts as
To implement its strategy, General Management ensures that clear
the committee’s secretary. In this capacity, the Audit & Internal Control
and precise objectives are defined at the various levels of the
Division reports regularly on the work of the GRMC to the Executive
organization with regard to operations, reporting and compliance.
Committee, and once a year to the Audit Committee in the presence
Operational objectives focus on the definition and efficient use of of the Group’s Chief Financial Officer who chairs the GRMC.
human, financial and technical resources. In particular, they are
defined during the budgetary processes and in the long-term plan, The Risk Committee (CORISK)
and are regularly monitored as part of the self-assessment process.
The Risk Committee is chaired by a member of the Executive
The monitoring of operational objectives (financial and non-financial) Committee (Senior Vice President of Strategy & Innovation or Chief
helps in decision-making and monitoring the performance of activities Financial Officer). It is made up of representatives from the corporate
at each level of the organization. Strategy & Climate, Finance, Legal, Insurance and HSE divisions.
The Group implements a risk-management system that is an essential The Risk Committee meets on the same schedule as the Executive
factor in the deployment of its strategy, based on responsible Committee. Any project submitted to the Executive Committee (and
risk-taking. therefore giving rise to a financial commitment that exceeds certain
thresholds) is first presented to the Risk Committee by the relevant
This system relies on a continuous process of identifying and
operational division.
analyzing risks in order to determine those that could prevent the
achievment of TOTAL’s goals. Following the review by the Risk Committee of the risks associated
with the project submitted, the Strategy & Climate Division sends the
The Executive Committee, with the assistance of the Group Risk
Executive Committee a memorandum stating its opinion in light of
Management Committee (GRMC), is responsible for identifying and
the Risk Committee’s comments.
analyzing internal and external risks that could impact the
achievement of the Group’s objectives. The main responsibilities of
The Audit & Internal Control Division
the GRMC include ensuring that the Group has a map of the risks to
which it is exposed and that suitable risk management systems are The Risk Team of the Audit & Internal Control Division is responsible
in place. The GRMC’s work focuses on continuously improving risk for producing and continuously updating the Group’s risk map.
awareness and the risk management systems. To this end, it uses all of the risk-mapping work carried out across
the Group, in the business segments and in the functional divisions,
Risk mapping, which has been carried out since the 2000s, is a
the results of all audits and internal control activities, the action plans
dynamic process that has taken shape over the years. The Group’s
resulting from this work and the monitoring of their implementation,
risk map feeds the audit plan, which is based on an analysis of the
structured feedback, benchmarks and other external information
risks and the risk management systems, and the work of the GRMC.
sources, regular interviews with the Group’s executive officers, and
The GRMC relies on the work carried out by the business segments all information gathered during GRMC meetings and the preparation
and functional divisions, which concurrently establish their own risk for these meetings.
mapping. The business segments are responsible for defining and
The Audit & Internal Control Division reports regularly on its work
implementing a risk management policy suited to their specific
related to the Group’s risk map to the Executive Committee, which
activities. However, the handling of certain transverse risks is more
are presented annually to the Audit Committee.
closely coordinated by the respective functional divisions.
Regarding commitments, General Management exercises operational 3.3.3.3 Systems in place
control over TOTAL’s activities through the Executive Committee’s
Risk management systems are implemented in the operational and
approval of investments and expenses that exceed defined
financial fields as well as in information systems and protection of
thresholds. The Risk Committee (CORISK) is tasked with reviewing
intellectual assets. Specific systems are deployed to prevent risks
these projects in advance, and in particular, with verifying the analysis
related to ethics and non-compliance. The main risk management
of the various associated risks.
systems covering health, safety, industrial security, the environment
and the prevention of corruption are presented in the statement of
3.3.3.2 Implementation of the organizational
non-financial performance (chapter 5).
framework
Financial risks
The Group Risk Management Committee (GRMC)
The management and conditions of use of financial instruments are
The GRMC is chaired by a member of the Executive Committee, the
governed by strict rules that are defined by the Group’s General
Group’s Chief Financial Officer, and includes the Senior Vice
Management, and which provide for centralization by the Treasury
Presidents of the corporate functions, together with the chief
Division of liquidity, interest and exchange rate positions, management
administrative officers or chief financial officers of the business
of financial instruments and access to capital markets. The Group’s
segments. The Group’s Chief Financial Officer attends all meetings
financing policy consists of incurring long-term debt at a floating rate
of the Board of Directors’ Audit Committee, thus strengthening the
or at a fixed rate, depending on the Group’s general corporate needs,
link between the GRMC and the Audit Committee.
and interest rates. Debt is incurred mainly in dollars or euros.
The GRMC meets six times a year. At each meeting, the participants
The Group’s cash balances, which mainly consist of dollars and
share any potential risks they have identified and presentations are
euros, are managed to maintain liquidity based on daily interest rates
given on one or more risk-related topics, during which the members
in the given currency. Maximum amounts are set for transactions
of the GRMC are invited to cast a critical eye over the subject,
exceeding one month, with placements not to exceed 12 months.
question the work done and, if applicable, provide additional
TOTAL S.A. also has committed credit facilities granted by international
information or clarification in order to enhance the understanding of
banks. These credit facilities, along with the Group’s net cash position,
the risk and improve the risk management systems. The GRMC can
allow it to continually maintain a high level of liquidity in accordance
request that actions be taken.
with targets set by General Management.
Nationals and Blocked Persons Lists, List of Frozen Assets of the EU with the Group’s industrial and commercial strategy. The Group has
and the UN, etc.). U.S. persons (1) were also excluded from any a policy of filing and maintaining patents, it monitors technological
transactions related to Iran. An Iran compliance coordinator, developments in terms of freedom of use, and it takes, when
appointed in 2016, liaised with the compliance teams of the relevant necessary, all appropriate measures to ensure the protection of its
business segments and the Holding in order to ensure compliance rights.
of the Group’s activities with applicable laws and regulations.
In addition, since some of its employees have access to confidential
documents while performing their duties, TOTAL has adopted internal
Risks related to the protection of intellectual assets
rules concerning the management of confidential information.
To mitigate the risks of third parties infringing its intellectual property The Group’s intellectual property specialists also carry out
and the leak of know-how, TOTAL protects its rights under research awareness-raising activities with Group employees, so that they are
partnership agreements negotiated by the Group’s intellectual better informed about restrictions that may apply to the use of
property specialists, the terms and conditions of which are consistent information and data.
Accounting and financial internal control covers the processes that supervised by the Budget & Financial Control Division. This
produce accounting and financial data, and mainly the financial department also produces the monthly control panel, the budget
statements processes and the processes to produce and publish and the long-term plan for the Group.
accounting and financial information. The internal control system
The Treasury Division implements the financial policy, and in particular
aims to:
the processing and centralization of cash flows, the debt and liquidity
— conserve the Group’s assets; investment policy and the coverage of currency exposure and interest
rate risks.
— comply with accounting regulations, and properly apply standards
and methods to the production of financial information; and The Information Systems Division makes decisions on the choice of
software suited to the Group’s accounting and financial requirements.
— guarantee the reliability of accounting and financial information
These information systems are subject to works to reinforce the task
by controlling the production of accounting and financial
separation system and to improve the control of access rights. Tools
information and its consistency with the information used to
are available to make sure that access rights comply with the Group’s
produce the control panels at every appropriate level of the
rules in this area.
organization.
At Group level, the Finance Division, which includes the Accounting Consolidated Financial Statements process
Division, the Budget & Financial Control Division and the Tax Division,
The Accounting Division, which reports to the Finance Division,
is responsible for the production and processing of accounting and
prepares the Group’s quarterly Consolidated Financial Statements
financial information. The scope of the internal control procedures
according to IFRS standards, on the basis of the consolidated
relating to the production and processing of financial and accounting
reporting packages prepared by the entities concerned.
information includes the parent company (TOTAL S.A.), and all fully
The Consolidated Financial Statements are examined by the Audit
consolidated entities or entities whose assets are under joint control.
Committee, then approved by the Board of Directors.
Refer to point 4.1.2.3 of chapter 4 for a description of the role and
The main factors in the preparation of the Consolidated Financial
the missions of the Audit Committee. These missions are defined by
Statements are as follows:
Directive 2014/56/EU and regulation (EU) n° 537/2014 pertaining to
the legal control of accounts. — the processes feeding the individual accounts used to prepare
the reporting packages for consolidation purposes are subject
3.3.4.1 Production of accounting and financial to validation, authorization and booking rules;
information
— the consistency and reliability of the accounting and control data
are validated for each consolidated entity and at each appropriate
Organization of the Financial and Information Systems function
level of the organization;
Dedicated teams implement the accounting and financial processes
— a consolidation tool, supervised by the Accounting Division, is
in the areas of consolidation, tax, budget and management control,
used by each consolidated entity and the Group. It guarantees
financing, cash positions and information systems. The entities,
the consistency and reliability of the data at each appropriate
business segments and General Management are respectively
level of the organization;
responsible for accounting activities.
— a consolidation reporting package from each entity concerned is
The Accounting Division, which is part of the Finance Division, is
sent directly to the Accounting Division. It is used to optimize the
responsible for drawing up the Consolidated Financial Statements
transmission and the completeness of the information;
and manages the Group’s network of accounting teams.
— a corpus of accounting rules and methods is formally defined.
The tax function, made up of a network of tax experts in the Holding,
Its application is compulsory for all the consolidated entities
the business segments and the entities, monitors changes in local
in order to provide uniform and reliable financial information. This
and international rules. It oversees the implementation of the Group’s
framework is built according to IFRS accounting standards. The
tax policy.
Accounting Division centrally distributes this framework through
Management control contributes to the reinforcement of the internal regular and formal communication with the business segment
control system at every level of the organization. The network of managers, formal procedures and a Financial Reporting Manual
management controllers in the entities and the business segments is that is regularly updated. In particular, it specifies the procedures
(1) “U.S. person” means any U.S. citizen and permanent resident alien wherever he/she is in the world, entity organized under the laws of the United States or any jurisdiction within the
United States, including foreign branches, or any person or entity located in the United States.
TOTAL has its own reinsurance company, Omnium Reinsurance At the same time, ORC negotiates a reinsurance program at the
Company (ORC). ORC is integrated within the Group’s insurance Group level with oil industry mutual insurance companies and
management and is used as a centralized global operations tool for commercial reinsurance markets. ORC allows the Group to better
covering the Group companies’ insurable risks. It allows the Group’s manage price variations in the insurance market by taking on a
worldwide insurance program to be implemented in compliance with greater or lesser amount of risk corresponding to the price trends in
the specific requirements of local regulations applicable in the the insurance market.
countries where the Group operates.
In 2018, the net amount of risk retained by ORC after reinsurance
Some countries may require the purchase of insurance from a local was, on the one hand, a maximum of $100 million per onshore or
insurance company. If the local insurer agrees to cover the subsidiary offshore third-party liability insurance claim and, on the other hand,
of the Group in compliance with its worldwide insurance program, $125 million per property damage and/or business interruption
ORC negotiates a retrocession of the covered risks from the local insurance claim. Accordingly, in the event of any loss giving rise to an
insurer. As a result, ORC enters into reinsurance contracts with the aggregate insurance claim, the effect on ORC would be limited to its
subsidiaries’ local insurance companies, which transfer most of the maximum retention of $225 million per occurrence.
risk to ORC.
In this context, the Group risk and insurance management policy is — help implement measures to limit the probability that a
to work with the relevant internal department of each subsidiary to: catastrophic event occurs and the financial consequences if such
event should occur; and
— define scenarios of major disaster risks (estimated maximum
loss); — manage the level of financial risk from such events to be either
covered internally by the Group or transferred to the insurance
— assess the potential financial impact on the Group should a
market.
catastrophic event occur;
The Group has worldwide property insurance and third-party liability Deductibles for property damage and third-party liability fluctuate
coverage for all its subsidiaries. These programs are contracted with between €0.1 and €10 million depending on the level of risk and
first-class insurers (or reinsurers and oil and gas industry mutual liability, and are borne by the relevant subsidiaries. For business
insurance companies through ORC). interruption, coverage is triggered 60 days after the occurrence giving
rise to the interruption. In addition, the main refineries and
The amounts insured depend on the financial risks defined in the
petrochemical plants bear a combined retention for property damage
disaster scenarios and the coverage terms offered by the market
and business interruption of $75 million per insurance claim.
(available capacities and price conditions).
Other insurance contracts are bought by the Group in addition to
More specifically for:
property damage and third-party liability coverage, mainly in
— third-party liability: because the maximum financial risk cannot connection with car fleets, credit insurance and employee benefits.
be evaluated by a systematic approach, the amounts insured These risks are mostly underwritten by outside insurance companies.
are based on market conditions and oil and gas industry practice.
The above-described policy is provided as an example of a situation
In 2018, the Group’s third-party liability insurance for any
as of a given date and cannot be considered as representative of
third-party liability (including potential accidental environmental
future conditions. The Group’s insurance policy may be changed at
liabilities) was capped at $900 million (onshore) and $850 million
any time depending on market conditions, specific circumstances
(offshore). In addition, the Group adopts, where appropriate, the
and General Management’s assessment of the risks incurred and
necessary means to manage the compensation of victims in the
the adequacy of their coverage.
event of an industrial accident for which it is liable; and
TOTAL believes that its insurance coverage is in line with industry
— property damage and business interruption: the amounts insured
practice and sufficient to cover normal risks in its operations.
vary by sector and by site and are based on the estimated cost
However, the Group is not insured against all potential risks. In the
and scenarios of reconstruction under maximum loss situations
event of a major environmental disaster, for example, TOTAL’s liability
and on insurance market conditions. The Group subscribed for
may exceed the maximum coverage provided by its third-party liability
business interruption coverage in 2018 for its main refining and
insurance. The loss TOTAL could suffer in the event of such disaster
petrochemical sites.
would depend on all the facts and circumstances of the event and
For example, for the Group’s highest risks (its North Sea platforms would be subject to a whole range of uncertainties, including legal
and main refineries or petrochemical plants), in 2018 the insurance uncertainty as to the scope of liability for consequential damages,
limit for the Group’s share of the installations was approximately which may include economic damage not directly connected to the
$2 billion for the Refining & Chemicals segment and approximately disaster. The Group cannot guarantee that it will not suffer any
$2.25 billion for the Exploration & Production segment. uninsured loss, and there can be no guarantee, particularly in the
event of a major environmental disaster or industrial accident, that
such loss would not have a material adverse effect on the Group.
Vigilance Plan 3
3.5 Vigilance Plan
3.5.1 Introduction
3.5.1.1 Background and Group commitments The Vigilance Plan sets out the rules and measures which, as part of
risk management systems, enable the Group to identify and prevent
In accordance with Article L. 225-102-4 of the French Commercial
actual or potential severe impacts related to its Activities and to
Code, the vigilance plan (hereafter referred to as the “Vigilance Plan”)
mitigate their effects thereof, as the case may be. It does not
aims to set out the reasonable measures of vigilance put in place
guarantee that the risks identified will not materialize. It reflects the
within the Group in order to identify the risks and prevent severe
responsible purchasing principles applicable to relationships with
impacts on human rights and fundamental freedoms, human health
Suppliers, but is not aimed at replacing the measures in place at
and safety and the environment resulting from the activities of the
those Suppliers.
Company and those of the companies it controls as defined in point
II of Article L. 233-16 of the French Commercial Code, directly or Finally, the Vigilance Plan covers the risks set forth under Article
indirectly, as well as the activities of subcontractors or suppliers with L. 225-102-4 of the French Commercial Code.
which it has an established commercial relationship, where such
activities are linked to this relationship. 3.5.1.3 Dialogue with stakeholders 3
TOTAL operates in over 130 countries in a variety of complex TOTAL sets up dialogue procedures with its stakeholders at every
economic and socio-cultural contexts and in business areas that are level of its organization.
likely to present risks that fall within the scope of the Vigilance Plan.
In accordance with the Group’s framework on societal matters,
The One Total company project, which embodies the Group’s stakeholders are identified, mapped and prioritized according to their
ambition to become the responsible energy major, is based levels of expectations and involvement. This mapping is kept up to
specifically on Safety and Respect for Each Other, the two core date. A structured dialogue with the stakeholders is established and
values central to the Group’s collective principles. In addition to maintained, initially at local level but also at the central level.
complying with applicable legislation in each country where the Group
At the local level, TOTAL has deployed since 2006 its internal
operates which most often aims at preventing severe impacts in the
Stakeholder Relationship Management (SRM+) methodology.
scope of Article L. 225-102-4 of the French Commercial Code, TOTAL
This approach aims to list the main stakeholders of each Subsidiary
relies on structured frameworks and stringent risk management
and site (depots, refineries, etc.), to categorize them, to schedule
systems for the conduct of its operations.
consultation meetings to better understand their expectations,
The Vigilance Plan and its implementation are part of a dynamic concerns and opinions. This approach then permits to define action
process aimed at continual improvement of the Group’s practices plans to manage the impacts of activities and to take into account
with regard to the issues identified within each of the areas local development needs in order to build a long-term trusting
concerned. relationship. This mechanism is used to explain the Group’s Activities
to communities and other stakeholders, and to pay particular
3.5.1.2 Method and preparation of the Vigilance Plan attention to potentially vulnerable local populations. It has been
integrated in almost all the Subsidiaries. The system is supplemented
The Vigilance Plan covers the activities (hereafter referred to as the
by a network of mediators with local communities, deployed within
“Activities”) of TOTAL S.A. and its fully consolidated subsidiaries as
the Exploration & Production segment to maintain a constructive
defined in II of Article L. 233-16 of the French Commercial Code
dialogue with neighboring communities.
(hereafter referred to as the “Subsidiaries”). Certain companies, such
as Hutchinson, Saft Groupe and SunPower, have set up risk At the central level, the relevant departments of the Holding also
management and severe impact prevention measures specific to ensure that dialogue is maintained with the Group’s stakeholders.
their organizations and activities; those measures related to Article For example, in 2018 upon publication of the Information Document
L. 225-102-4 of the French Commercial Code are specified in the on Human Rights, the Human Rights Department of the Civil Society
Group’s Vigilance Plan. In addition, for newly acquired companies, Engagement Division consulted certain of its stakeholders on the
reasonable vigilance measures are intended to be implemented risk map published in the 2017 Vigilance Plan. This consultation led
progressively during the integration phase of these companies into to the conclusion that the mapping could thus be maintained.
the Group systems. They do not therefore fall within the scope of the
Among these numerous stakeholders, TOTAL maintains regular
Vigilance Plan for 2018.
dialogue with the Group’s employees and their representatives who
The Vigilance Plan also covers the activities of suppliers of goods have a privileged position and role.
and services with which TOTAL S.A. and its Subsidiaries have an
established commercial relationship, where such activities are
associated with that relationship (hereafter referred to as the
“Suppliers”). In accordance with legal provisions, suppliers with which
the Group does not have an established commercial relationship do
not fall within the scope of the Plan.
Vigilance Plan
The mapping work presented below was carried out using the 3.5.2.2 Safety, health and environment
Group’s existing risk management tools. This work was
The Group defines the risk of a severe impact on safety, health or the
supplemented with regard to Suppliers by a mapping of the risks
environment as the probability of TOTAL’s Activities having a direct
related to procurement, by category of goods and services, on the
and significant impact on the health or safety of employees of Group
basis of questionnaires completed by the managers of each
companies, employees of external contractors (1) and third parties, or
purchasing category.
on sensitive natural environments (2). This risk can materialize gradually
or suddenly.
3.5.2.1 Human rights and fundamental freedoms
TOTAL has developed safety, health and environment risk assessment
The risks of severe impacts on human rights and fundamental
procedures and tools applicable to operate its Activities, such as
freedoms have been identified in accordance with the criteria set out
analyses performed regularly at various levels (Group, activities and/or
in the UN Guiding Principles Reporting Framework, namely the scale,
industrial sites):
scope and remediability of the impact.
— prior to investment decisions in industrial projects of the Group,
This identification work was carried out in 2016 in consultation with
acquisition and divestment decisions;
internal and external stakeholders. The process included in particular
workshops with representatives of key functions within the Group — during operations;
and Subsidiaries operating in sensitive contexts or situations
— prior to releasing new substances on the market.
particularly exposed to risks related to human rights and fundamental
freedoms, and a series of interviews with independent third parties These analyses have highlighted the following risks of severe impacts:
(GoodCorporation, International Alert and Collaborative Learning
— the risks to the safety of people and to the environment resulting
Project).
from a major industrial accident (on an offshore site, onshore site
As a result, the following risks of severe negative impacts on human or during the transport of products). These risks are, for example,
rights and fundamental freedoms were identified: an explosion, fire or leakage, resulting in death or injury and/or
accidental pollution on a large scale or at an environmentally
— forced labor, which corresponds to any work or service which
sensitive site;
people are forced to do against their will, under threat of
punishment; as well as child labor, which is prohibited for any — the risks to the safety of people and to the environment related
person aged under 15, or under 18 for all types of work deemed to the physical characteristics of oil and gas fields, particularly
hazardous in accordance with International Labour Organization during drilling operations, which can cause blow outs, explosions,
standards; fires or other damages;
— discrimination, characterized by unfair or unfavorable treatment — the risks to the safety of people and to the environment related
of people, particularly due to their origin, sex, age, disability, to the overall life cycle of the products manufactured, and to the
sexual and gender orientation, or membership of a political or substances and raw materials used; and
religious group, trade union or minority;
— the risks associated with transportation, for which the likelihood
— non-compliance with fair and safe working conditions, such as of an operational accident depends not only on the hazardous
for example the absence of employment contracts, excessive nature of the products handled, but also on the volumes, the
working hours or lack of decent compensation; length of the journey and the sensitivity of the regions through
which they are transported (quality of infrastructure, population
— restriction of access to land by neighboring local communities,
density, environment).
resulting from the Group having, for some of its projects,
temporary or permanent access to the land that might result in Climate change is a global risk for the planet and results from various
the physical and/or economic displacement and relocation of human actions such as energy production and consumption. As an
these groups; energy producer, TOTAL seeks to reduce its direct greenhouse gas
emissions resulting from its operated Activities. In addition, TOTAL
— impacts on the right to health of local communities, such as
implements a strategy to tackle climate change challenges and
noise and dust emissions and other impacts generated by the
reports on this in details, notably in its statement of non-financial
Activities that might have consequences for the health of local
performance (refer to point 5.6 of chapter 5), in accordance with
communities, their means of subsistence and their access to
Article L. 225-102-1 of the French Commercial Code.
vital services such as drinking water, for example; and
— the risk of disproportionate use of force, when intervention by
government security forces or private security companies might
be necessary to protect the Group’s staff and facilities.
The Group has frameworks that set out the Action principles to be legal provisions applicable to the Activities provide less protection than
followed in order to respect the Group’s values and prevent severe the Group’s Action Principles, TOTAL strives under all circumstances
impacts on human rights and fundamental freedoms, human health to give precedence to the latter, while seeking to ensure that it does
and safety and the environment (the “Action Principles”). When the not infringe any applicable mandatory public policy.
Vigilance Plan 3
3.5.3.1 Code of Conduct With regard to safety at work, the Golden Rules, which were
established on the basis of feedback and restructured in 2017 into a
TOTAL’s Vigilance Plan is based primarily on the Group’s Code of
set of “dos and don’ts”, apply to all Group entities, employees and
Conduct (1), which specifies the Group’s values, including the two
Suppliers on site. Each individual must ensure that they are adopted,
core values of Safety and Respect for the Other, particularly declining
strictly followed and monitored on the ground. Each individual is also
in the areas of respect for human rights, the environment and the
authorized to use his or her “Stop Card” and stop any work under
health and safety of persons.
way in particular in the case of non-compliance with any of these
The Code particularly sets forth the Group’s compliance with the rules.
following international standards:
3.5.3.3 Fundamental Principles of Purchasing
— the principles of the Universal Declaration of Human Rights;
The relationship between the Group and its Suppliers is based on
— the United Nations Guiding Principles on Business & Human
adherence to the principles set forth in the Code of Conduct and in
Rights;
the Fundamental Principles of Purchasing (3).
— the principles set out in the International Labour Organization’s
The Fundamental Principles of Purchasing specify the commitments
fundamental conventions;
that TOTAL expects from its suppliers in the following areas: respect
— the principles of the United Nations Global Compact; for human rights at work, health protection, safety and security,
preservation of the environment, prevention of corruption and conflicts
— the OECD Guidelines for Multinational Enterprises; and
of interest and fraud, respect for competition law, as well as the
— the Voluntary Principles on Security and Human Rights. promotion of economic and social development.
The Code of Conduct, which can be consulted on the Group’s The requirements specified by this document must be communicated
3
website, is aimed at all employees and external stakeholders (host to Suppliers and be included in or transposed into agreements.
countries, local communities, customers, suppliers, industrial and These principles are available for consultation by all suppliers in both
commercial partners and shareholders). It was updated in December French and English on TOTAL’s website.
2018.
3.5.3.4 Internal control framework
3.5.3.2 Safety Health Environment Quality Charter
At the Group, business segment and Subsidiary level, internal controls
The Group ensures that it complies with strict safety, security, health are based on specific procedures for organization, delegation of
and environment standards in the performance of its Activities. responsibilities and staff awareness and training, based on the
The Safety Health Environment Quality Charter sets out the principles framework of the Committee of Sponsoring Organizations of the
that apply to the conduct of its operations in all of the countries Treadway Commission (COSO).
where it operates.
TOTAL has a Group reference framework that is supplemented by a
As such, the Group’s Subsidiaries (2) implement a framework series of practical recommendations and feedback. Like the Group’s
incorporating occupational health and safety, security, societal organization, this framework has a three-level structure: a Group
commitment and environment as well as associated management level, with the REFLEX Group framework and the technical framework
systems (Management And Expectations Standards Towards Robust set out by the Group Technology Committee, frameworks for each
Operations, MAESTRO). business segment, and a specific framework for each significant
operational entity.
3.5.4 Organization
The Group’s organization is structured around three main levels: The Ethics Committee is the guarantor of compliance with the Code
Corporate, business segments and operational entities. The Action of Conduct and ensures its proper implementation. It is assisted in
Principles are driven by the Executive Committee. The People and its work by the relevant departments, as well as by a network of local
Social Responsibility Division headed by a member of the Executive Ethics Officers. The Chairperson of the Ethics Committee reports to
Committee coordinates the Group’s action in the area of Human the Chairman and Chief Executive Officer of TOTAL. The Chairperson
Resources, health – safety – environment (HSE), security and societal submits an annual report to the Executive Committee and the
commitments. Purchases of goods and services are under the Governance and Ethics Committee of the Board of Directors.
authority of an entity in the Total Global Services Branch which also
Employees and stakeholders can refer any breach of the Code of
reports to the Executive Committee member responsible for this
Conduct to the Ethics Committee at any time, in accordance with
division. This organization aims to support operational managers in
the procedure described in point 3.5.7. The members of the Ethics
the implementation of the Action Principles. Each level is involved in
Committee are subject to a confidentiality obligation.
and accountable for identifying and implementing the reasonable
vigilance measures deemed appropriate.
3.5.4.2 Human Rights Committee and Department
3.5.4.1 Ethics Committee The Human Rights Committee is made up of representatives from
different departments (safety, purchasing and societal commitment
The Ethics Committee is a central structure representing all of the
in particular) and business segments. It meets several times a year
Group’s business segments. All its members are Group employees
and coordinates actions relating to human rights and fundamental
who collectively have good knowledge of its activities and have
freedoms led by the various business segments and Subsidiaries, in
demonstrated the independence and impartiality necessary for
line with the Human Rights roadmap approved by the Executive
carrying out their duties.
Committee.
(1) SunPower, a company listed on the NASDAQ in the United States and in which TOTAL has a majority interest, has a Code of professional conduct specific to the company that sets forth
its values and the ethical principles with which all employees, as well as suppliers and partners, must comply. It covers subjects relating to compliance, integrity and protection of the
company’s assets, as well as certain issues relating to human rights, fundamental freedoms, human health and safety and environment.
(2) Hutchinson and SunPower have developed HSE management systems specific to their activities and organization (for example, The Environmental Health Safety & Quality Management
System).
(3) Saft Groupe and SunPower have defined fundamental principles of purchasing specific to their activities (for example, SunPower Supplier Sustainability Guidelines).
Vigilance Plan
The Human Rights Department, within the Civil Society Engagement 3.5.4.4 Procurement
Division, supports the Group’s operational managers with its expertise
Since January 1, 2017, a dedicated subsidiary, Total Global
in implementing the Action Principles relating to human rights and
Procurement centralizes management of a large part of the Group’s
fundamental freedoms.
goods and services purchasing (1), whether for categories of products
or services specific to one business activity or categories shared
3.5.4.3 Occupational Health, Safety and
between several business activities. In the Subsidiaries, purchasers
Environment Division
implement framework agreements as well as manage local
Since 2016, a single HSE Division combines the Group’s procurement.
Occupational Health, Safety and Environment functions. Its role is to
A Responsible Purchasing Committee meets at least once a year
implement a strong and unified HSE model.
and brings together the Management Committee of Total Global
Within the division, the HSE Departments of the Exploration & Procurement and the Civil Society Engagement (including the Human
Production, Gas, Renewables & Power, Refining & Chemicals and Rights Department), HSE and Legal Divisions as well as the Ethics
Marketing & Services segments are in particular responsible for Committee in order to monitor implementation of the Group’s
supporting the implementation of the Group’s HSE policy. Specific Responsible Purchasing roadmap. The roadmap sets out the
expert units set up in 2016 cover the following areas: major risks, strategic direction of the Responsible Purchasing working group.
human and organizational factors, environmental and societal issues,
Furthermore, the Vetting department of Trading & Shipping defines
transportation and storage, crisis management and pollution
and applies the selection criteria for the tankers and barges used to
prevention, standards and legislation, audits and feedback.
transport the Group’s liquid petroleum or chemical products and gas
products, in order to ascertain their technical qualities relative to the
best international standards, the crews’ experience and the quality
of the ship owners’ technical management.
The Group has set up procedures for assessing its Subsidiaries and Furthermore, TOTAL works with the Danish Institute for Human Rights
Suppliers, particularly in conjunction with independent bodies, which (DIHR), an independent national body for the defense and promotion
help identify and prevent risks of severe impacts on human rights of human rights and fundamental freedoms, which assesses the
and fundamental freedoms, human health and safety. impact on human rights and fundamental freedoms of the Group’s
activities in sensitive contexts.
3.5.5.1 Procedures for assessing Subsidiaries
In some cases, the Group works with independent experts such as
CDA, a company specialized in preventing and managing conflict
HSE assessments
between businesses and local communities. The reports by CDA are
The Audit and Feedback Unit within the central HSE Division is a key published online on its website.
component of HSE governance. It steers the internal control
Lastly, an annual self-assessment questionnaire enables each of the
mechanisms intended to verify compliance with the Group’s HSE
Group’s Subsidiaries and operational entities to measure and evaluate
requirements.
the level of implementation of their societal governance on the field.
This mechanism is organized around a self-assessment to be carried Actions involving dialogue, impact management and the contribution
out by the Subsidiaries at least every two years and an assessment to socioeconomic and cultural development are recorded and
every three to five years conducted by the Audit unit and feedback analyzed.
based on an audit protocol. The objective is to identify potential gaps
in the application of the rules by the Subsidiairies and to enable them 3.5.5.2 Procedures for assessing Suppliers
to define and implement improvement actions.
The Supplier qualification process was harmonized at Group level in
This unit is also in charge of analysis of major incidents and management 2017 by Total Global Procurement. A new internal framework was
of feedback. published in 2018. In particular, it was used to set up a new IT
qualification tool to be deployed progressively within the Group which
Additionally, the Management Committee of each of the Group’s
also will serve as a consolidated database. The framework covers
business segments performs monitoring of its major risk analyses
human rights, environment, health and safety.
and of the progress of the associated action plans.
Depending on the results of a risk analysis carried out by Suppliers,
Lastly, the HSE Division steers the measurement and reporting work
a detailed assessment is performed. It includes questionnaires
relating to greenhouse gas emissions resulting from the Activities.
addressing the aforementioned issues and, if needed, an action plan,
These direct greenhouse gas measurements (Scope 1) are published
a technical inspection of the site by employees or an audit of working
in section 3.5.9.2 of this Chapter.
conditions carried out by a specialist service provider with which a
framework agreement was signed in 2016. Crude oil and petroleum
Assessments regarding human rights and fundamental
product purchasing by Trading & Shipping, gas and electricity
freedoms
purchasing by the subsidiary Total Gas & Power Ltd, and the
Since 2002, the Group has engaged GoodCorporation, a company purchases made by the Subsidiaries Hutchinson, Saft Groupe and
specialized in ethical assessments, to verify the proper application of SunPower are subject to Supplier qualification processes specific to
the principles set out in the Code of Conduct at the Subsidiary level. their organizations.
These assessments include criteria relating to human rights and
This qualification process may be completed if needed by specific
fundamental freedoms, and corruption. As part of the process, a
organizations, such as the unit put in place in the Group as from
selection of employees and external stakeholders of the Subsidiary
September 2018 for the selection of palm oil suppliers. This unit
are questioned to understand how their Activities are perceived locally.
aims to ensure that palm oil purchases are made on the basis of
Following the assessment, the Subsidiary in question defines and
sustainability certifications such as the ISCC EU certification.
implements an action plan and a monitoring procedure.
(1) With the exception of purchases made by the Subsidiaries Hutchinson, Saft Groupe and SunPower. Total Global Procurement made purchases from over 100,000 suppliers worldwide in
2018.
Vigilance Plan 3
This type of certification incorporates criteria relating to carbon of any commercial considerations. The audits conducted with ship
footprint, anti-deforestation, good use of land and respect for human owners also permit the assessment of the quality of the technical
rights. In addition to this mandatory certification, suppliers must have management systems implemented by the operators, crew selection
signed the Fundamental principles of purchasing and be members and training, as well as the support provided to vessels.
of the Roundtable on Sustainable Palm Oil (RSPO).
Through the annual inspections performed by inspectors representing
As regards the chartering of tankers and barges, any operation that the Group, TOTAL is actively involved in sharing inspection reports
involves tankers or barges calling at a terminal operated by a Group with other international oil and gas companies through the SIRE (ship
Subsidiary, carrying shipments that belong to the Group or chartered inspection report) Program set up by the OCIMF (Oil Companies
by TOTAL must be approved in advance by the Vetting department. International Marine Forum), thus contributing to the continuous
Responses are given on the basis of technical data and independently improvement of petroleum shipping safety.
3.5.6.1 Awareness and training of Group employees Similarly, training programs in the fields of health, safety and
environment have been rolled out within the Group reflecting different
The Group has put in place a variety of communication and
perspectives: general, by type of activities or by subject areas.
information channels enabling all employees of TOTAL S.A. and its
Subsidiaries to have access to the Action Principles defined by the
For example, the following general training actions exist depending
on the level of responsibility and experience in the Group: HSE
3
Group in relation to human rights and fundamental freedoms, health,
Leadership for Group senior executives, HSE training for managers,
safety and the environment.
and Safety Pass training for new recruits.
The Code of Conduct is distributed to all employees and can be
consulted on the Group’s website. All new employees must confirm 3.5.6.2 Awareness and training of Suppliers
that they are familiar with it.
The Fundamental Principles of Purchasing are brought to the attention
Events such as the annual Business Ethics Day are used to raise of Suppliers as of their registration in the Supplier database.
awareness among employees of TOTAL S.A. and its Subsidiaries.
Training initiatives are also undertaken with the Group’s Suppliers,
Practical guides are available on the Group’s intranet, such as the
such as the responsible security training given to safety service
Human Rights Guide and the Guide to dealing with religious questions
providers’ personnel, and the Safety Contract Owners program,
within the Group, to help Group employees apply the commitments
which brings together more than 650 suppliers at the Group level.
provided for in the Code of Conduct in each individual cases.
The HSE Division organizes the Group’s World Safety Day, which 3.5.6.3 Information on product risks
aims to bring teams on board and raise awareness of ways to put
All of the chemical and petroleum products marketed by the Group
the HSE Action Principles into practice. The Group’s employees
are covered by a safety data sheet prepared in accordance with
implement its safety culture on a day-to-day basis through “Safety
applicable regulations. The packaged products are labelled
Moments” at the beginning of meetings or before hazardous
accordingly.
operations, consisting of a short discussion to reiterate the key safety
messages and align participants with mutual commitments. Each safety data sheet provides comprehensive information on the
substances or mixtures usable in the regulatory framework of
Training courses, incorporating on-line educational programs as well
managing chemicals in the workplace. It enables users to identify the
as technical training tailored to the various business segments, are
risks linked to handling such products, particularly regarding safety
offered to all Group employees.
and the environment, in order to implement any measures necessary
Dedicated human rights and fundamental freedoms training programs to protect people and the environment.
have been set up for senior executives, site directors and the
Safety data sheets are available to carriers of dangerous goods,
employees most exposed to these issues. Awareness-raising
emergency services, poison control centers, as well as professional
sessions on these subjects are organised regularly for employees, as
and industrial customers. Consumers are informed of the risks and
is the case at the time of ethical assessments of Subsidiaries. In the
precautions of use through product labelling.
field of procurement, training modules explaining the Group’s ethical
commitments and the Fundamental Principles of Purchasing have
also been developed for the Group’s purchasers.
To support employees on a day-to-day basis, the Group encourages address ([email protected]). The system is supplemented by specific
a climate of dialogue and trust that enables individuals to express whistleblowing mechanisms implemented at certain subsidiaries
their opinions and concerns. Employees can thus go to their line (SunPower, Hutchinson).
manager, an HR or other manager, their Compliance Officer or their
The Group’s Suppliers can also contact the internal supplier mediator
Ethics Officer.
using a generic email address ([email protected]).
The Group’s employees and Suppliers, as well as any other The mediator is available to Suppliers and purchasers, and restores
external stakeholder, can contact the Ethics Committee to ask dialogue to find solutions when measures taken with the usual
questions or report any incident where there is a risk of contact have been unsuccessful.
non-compliance with the Code of Conduct using the generic email
Vigilance Plan
Grievance handling procedures are also in place within the Group in As regards HSE, an on-call system has been set upto alert the
order to receive and facilitate the resolution of concerns and directors of the business segments and of the Group as quickly as
grievances of local communities that may be affected by its Activities. possible in the case of a major incident. Depending on the incident,
a crisis management and monitoring process is put in place (refer to
point 3.3.3.1).
To ensure the continuous updating of the Vigilance Plan, TOTAL relies In addition, the committee responsible for monitoring the CSR Global
on existing monitoring procedures and tools relating to human rights, Agreement signed by TOTAL in 2015, known as the “FAIR
safety, health and environment made available to the Subsidiaries. Committee”, meets every year in the presence of representatives
who are members of trade unions affiliated to the IndustriALL Global
Thus, the system of internal reporting and of indicators for monitoring
Union (refer to points 5.3.3.3 and 5.10.3 of Chapter 5) and appointed
implementation of the actions undertaken in the Group in these areas
by this federation to monitor and implement the agreement. It identifies
is based:
good practice and areas for improvement in the fields of safety,
— for social indicators (including, in particular, health), on a guide health, human rights and fundamental freedoms.
entitled “Corporate Social Reporting Protocol and Methodology”;
Additionally, the Group publishes a Human Rights information
— for industrial safety indicators, on a Group rule concerning event document that describes the Group’s Activities’ major impacts on
and statistical reporting; a feedback analysis process identifies, in human rights and fundamental freedoms and the remedial measures
particular, events for which a structured analysis report is required taken. In 2016, TOTAL became the first company in the oil industry
in order to learn lessons in terms of design and operation; and to have published this document in accordance with the UN Guiding
Principles Reporting Framework. It is available on the Group’s website
— for environmental indicators, on a Group reporting procedure,
and was updated in 2018.
together with activity-specific instructions.
Since 2015, TOTAL also publishes a report to assess the progress
Consolidated objectives are defined for each key indicator and
made in the implementation of the Voluntary Principles on Security
reviewed annually. The business segments apply these indicators as
and Human Rights. The information set out in the report is based on
appropriate to their area of responsibility, analyze the results and set
annual reporting organized by the Security Division that brings
out a plan.
together the results of the risk and compliance analyses for each
All of the procedures enable regular monitoring of actions and areas subsidiary operating in a sensitive context.
for improvement to be implemented in the area of human rights,
Lastly, in September 2018 TOTAL published the third edition of its
safety, health and environment. The Group Performance Management
“Integrating climate in our strategy” brochure dedicated to the
Committee (refer to point 4.1.5.2 of chapter 4) is involved in this
consideration of climate issues and detailing the Group’s lines of
approach. In particular, it is responsible for examining, analyzing and
action in this area.
steering the Group’s HSE, financial and operational results on a
quarterly basis.
(1) Refer to point 5.11 of chapter 5 concerning the reporting ‘s scope and medology concerning information provided in point 3.5.9 of this chapter. Since the identification of risks and the
prevention of severe impacts on human rights, human health and safety and the environment overlap partially with certain risks covered in the non-financial performance statement (refer
to chapter 5), TOTAL has chosen to report on the implementation of its Vigilance Plan by incorporating certain aspects of its non-financial performance statement although it includes risks
of varying degrees.
(2) International union federation representing more than 50 million employees in the energy, mining, manufacturing and industrial sectors in 140 countries.
Vigilance Plan 3
In addition to the Group’s reporting and internal control system, the C) Respect for human rights in security-related activities
working conditions of TOTAL’s employees are evaluated by
In certain situations, intervention by government security forces or
GoodCorporation, an independent third party, as part of the ethical
private security providers might be necessary to protect TOTAL staff
assessments of the Group’s entities.
and assets. In order to prevent any misuse of force, TOTAL asks
Group employees, private security providers and government security
In the Group’s value chain
forces to implement the Voluntary Principles on Security and Human
The Fundamental Principles of Purchasing (FPP) set out the Rights (VPSHR) issued by States, NGOs and Extractive Companies.
commitments expected from suppliers in various domains, including
TOTAL has been a member of this initiative since 2012. Within
human rights in the workplace and safety. A Group directive reaffirms
this framework, the Group publishes an annual report setting
the obligation to annex the FPP or to transpose them in the selection
out the challenges, lessons learned and good practices in relation to
process as well as in the contracts concluded with suppliers of goods
security and human rights and, if applicable, reports any incidents
or services.
associated with the Group’s activities. This report is available at
The prevention of forced and child labor in the supply chain is a sustainable-performance.total.com.
critical point of attention identified in the 2017-2018 human rights
Self-assessment and risk analysis tools have been developed and
roadmap endorsed by the Executive Committee. TOTAL has therefore
are deployed, in particular, in the entities located in high risk countries
developed a new methodology for selecting its suppliers which takes
and conflict zones.
account the risks of human rights violations, in particular forced and
child labor. In September 2016, TOTAL also entered into a partnership When government security forces are deployed to ensure the
with a third-party service provider in charge of evaluating suppliers’ protection of the Group’s staff and assets, the Group entities maintain
practices with regard to fundamental rights in the workplace (refer to an ongoing dialogue with the representatives of national or regional 3
point 3.5.9.5 of this chapter). authorities in order to raise their awareness on the need to respect
the VPSHR and encourage them to sign memorandums of
Finally, the working conditions of the employees of service stations’
understanding that comply with these principles.
dealers are evaluated by GoodCorporation, an independent third
party, as part of the ethical assessments conducted in the Group TOTAL regularly organizes training sessions and awareness-raising
entities. Between 2016 and 2017, a baseline study of 22 affiliates in activities on the risk of misuse of force, and more generally on the
the Marketing & Services segment across different continents was VPSHR, for its staff, private security providers and government
also conducted. One of the main recommendations identified is to security forces. In 2018, TOTAL partnered with other Extractive
improve service station dealers’ awareness of the Group’s Code of Companies and the Myanmar Center for Responsible Business to
Conduct principles and of the fundamental Conventions of the organize two VPSHR awareness workshops for government officials,
International Labor Organization. In response, Marketing & Services private security providers and NGOs in Myanmar.
is developing educational tools, which should be promoted in 2019
to this business segment’s entities. 3.5.9.2 Personal health and safety
TOTAL places safety at the heart of its ambition to be a responsible
B) Human rights and local communities
company. The measures and indicators used to manage the Group’s
TOTAL’s operational activities may have impacts on the rights of local activities are based on this fundamental value, in accordance with
communities, in particular when TOTAL obtains temporary or the strictest standards, particularly relating to health.
permanent access to their land for Group’s projects that may involve
the physical and/or economic displacement of these populations. A) Preventing occupational accidents
Noise and dust emissions and other potential impacts may also have
The Group’s personal safety policy covers three main areas:
consequences on the livelihood of neighboring communities.
preventing occupational accidents, preventing transport accidents,
Consequently, the access to land of local communities and their right
and preventing accidents linked to technological risks, such as fires
to health and an adequate standard of living are two salient issues
and explosions. It relates to all employees of Group subsidiaries,
for TOTAL.
employees of external contractors working on these entities’ sites as
In accordance with internationally recognized human rights standards, well as employees of transport companies under long-term contracts.
TOTAL requires the Group entities to maintain a regular dialogue with The safety results are monitored with the same vigilance for all.
their stakeholders and make sure that their activities have no negative
Indicators defined according to an internal procedure measure the
consequences on local communities or, if these cannot be avoided,
main results. In addition to its aim of zero fatalities in the exercise of
that they limit, mitigate and remedy them. The solutions proposed in
its activities, the Group has set the target of continuously reducing
response to the expectations of local communities are coordinated
the TRIR (1) and, for 2018, of keeping it below 0.9 for all personnel
by the societal teams that work in close collaboration with the legal,
(Group and External Contractors).
safety and environmental teams. The Group’s approach to this topic
is described in the section on societal issues of the non-financial
performance Statement in point 5.9 of chapter 5.
Vigilance Plan
Safety indicators 2018 2017 2016 Regarding road transport, for many years the Group has been
monitoring the number of severe road accidents involving its
TRIR (a): number of recorded
employees and those of external contractors. The actions taken have
injuries per million hours
reduced the number of severe accidents between 2016 and 2018
worked – All Personnel 0.91 0.88 0.91
by 33%. Work began in new areas in 2018, particularly relating to the
Group company employees 0.82 0.89 0.83 use of new technologies in accident prevention (defining a new
standard for the light vehicles used, driver fatigue detection) and the
External contractors employees (b)
1.01 0.88 0.99
assessment of the driver support and assistance systems offered by
LTIR : number of lost time
(c)
manufacturers (automatic emergency braking, lane keeping assist,
injuries per million hours lane change assist, etc.).
worked – All Personnel 0.59 0.58 0.51
Number of severe road accidents (a) 2018 2017 2016
SIR : average number
(d)
of days lost per lost time injury 26 28 (e) 30 (e) Light vehicles
and public transport (b) 7 11 9
Number of occupational fatalities 4 1 1
Heavy goods vehicles (b) 23 26 36
(a) TRIR: Total Recordable Injury Rate.
(b) As defined in point 5.11.4 of chapter 5. (a) Overturned vehicle or other accident resulting in the injury of a crew member (declared
(c) LTIR: Lost Time Injury Rate. incident).
(d) SIR: Severity Injury Rate. (b) Vehicles on long-term contract with the Group ( > 6 months).
(e) Excluding Saft Groupe.
Vigilance Plan 3
In terms of prevention, the Group has decided to make psychosocial The annual Group Industrial Hygiene day held in September 2018
risk prevention a priority commitment. In 2018, the Group identified was dedicated to asbestos and refractory ceramic fibers.
four areas of progress worldwide:
C) Minimizing the risks throughout the life cycle of
— a minimum level of awareness and training for all;
products to prevent consumer health and safety risks
— a system for measuring stress and the quality of the social
Unless certain precautions are taken, some of the products marketed
climate, facilitating the production of action plans;
by TOTAL pose potential risks to the health and safety of consumers.
— a system for listening to and supporting employees in difficult The Group therefore aims to meet its obligations with regard to
situations; information and prevention in order to minimize the risks throughout
the life cycle of its products.
— coordination of actions and monitoring of indicators.
TOTAL’s health and products directive sets out the minimum
A Quality of Life at Work and Health working group was set up in
requirements to be observed by the Group’s entities and subsidiaries
September 2018 to coordinate and ensure the effectiveness of all of
for marketing the Group’s products worldwide in order to reduce
the actions taken. Led by the Group Human Resources division, all
potential risks to consumer health and the environment. TOTAL
of TOTAL’s business segments are represented, particularly the
identifies and assesses the risks inherent to its products and their
international medical department. Its first task is to create and roll
use. The material safety data sheets (MSDS) that accompany the
out a Worldwide Psychosocial Risk (PSR) Prevention program that
products marketed by the Group (in at least one of the languages
addresses the four areas for progress.
used in the country) as well as product labels are two key sources of
Regarding the priority commitment to training, a fully updated PSR information. All new products comply with the regulatory requirements
pack aimed at entity managers, prevention contributors and managers in the countries and markets for which they are intended. 3
was finalized in 2018. Approved by international experts, it has now
been translated into 11 languages and is the core material for training 3.5.9.3 Environment
on this subject. The pack consists of two guides: a methodological
TOTAL places the environment at the heart of its ambition of being a
guide for entity managers and anyone with a role in PSR prevention,
responsible company. In light of the specific nature of its activities,
and a practical guide for managers to raise awareness of the
the Group’s operations pose risks for which TOTAL develops
importance of the quality of life at work as a key factor in preventing
structured management systems.
PSRs. It also aims to support them in the day-to-day management
of their teams in the event of difficulties, risky situations and crisis Environmental indicators have been monitored for many years in
situations. order to constantly adapt the Group’s environmental protection
measures, which are presented in this section.
On a broader level, TOTAL is helping to promote individual and
collective health programs in the countries where it operates,
A) General policy and environmental targets
including vaccination campaigns and screening programs for certain
diseases (AIDS, cancer, malaria, etc.) for employees, their families TOTAL considers the respect for the environment to be a priority. All
and local communities. Action is also taken regularly to raise employees, at every level, must do their utmost to protect the
awareness of lifestyle risks (anti-smoking and anti-drinking campaigns, environment as they go about their work. TOTAL strives to control its
etc.). energy consumption, its emissions in natural environments (water,
air, soil), its residual waste production, its use of natural resources
The Group has put in place the following indicators to monitor the
and its impact on biodiversity. With regards to the environment,
performance of its program:
TOTAL takes a constructive approach that is based on transparency
and dialogue when communicating with its stakeholders and third
Health indicators (WHRS scope) 2018 2017 2016
parties.
Percentage of employees with
To this end, the HSE division and the HSE departments within the
specific occupational risks benefiting
Group’s entities seek to ensure both applicable local regulations and
from regular medical monitoring (a) 98% 98% 99%
internal requirements resulting from the Safety Health Environment
Number of occupational illnesses Quality Charter and the Group’s additional commitments are
recorded in the year (in accordance respected. Group steering bodies, led by the HSE division, are tasked
with local regulations) 154 143 108 with:
(a) As an exception to the reporting principles described in section 5.11 of chapter 5, the 2018 — monitoring TOTAL’s environmental performance, which is
rate does not include a company that did not report its data in time for the 2018 WHRS. reviewed annually by the Executive Committee, for which
multi-annual improvement targets are set;
Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the — handling, in conjunction with the business segments, the various
regulations applicable in the country of operation of each entity. environment-related subjects of which they are in charge; and
Musculoskeletal disorders, the main cause of occupational illnesses — promoting the internal standards to be applied by the Group’s
in the Group, represented 69% of all recorded illnesses in 2018, operational entities.
against 68% in 2017. Therefore, in addition to ergonomic risk
assessments and the gradual training of personnel on its sites, the
annual Group Industrial Hygiene Day in December 2017 was on the
theme of Ergonomics and Musculoskeletal disorders.
Risk Factors
The Group’s internal requirements state that the environmental Second, based on these parameters, a prioritization matrix is used
management systems of its operated sites that are important for the to determine whether further measures are needed in addition to
environment (3) must be ISO 14001 certified within two years of compliance with the Group’s standards and local regulations. These
start-up of operations or acquisition: 100% of these 71 sites were in mainly include preventive measures but can also include mitigation
conformity in 2018. Beyond these internal requirements, at the end measures.
of 2018, a total of 264 sites operated by the Group were
The management of major technological risks also hinges on:
ISO 14001 certified. In 2018, the Moho Nord site (Republic of the
Congo) has been ISO 14001 certified. — staff training and raising awareness;
All investment, divestment or acquisition projects which are submitted — a coherent event reporting and indicators system;
to the Executive Committee for approval are assessed and reviewed
— systematic, structured serious event analysis, particularly to learn
with regards to their risks and impact, particularly environmental,
lessons in terms of design and operation;
before the final investment decision is made.
— regularly tested contingency plans and measures.
TOTAL seeks to ensure that all employees share its environmental
protection requirements. Employees receive training in the required In terms of monitoring indicators, the Group reports the number of
skills. TOTAL also raises employee awareness through internal Tier 1 and Tier 2 events as defined by the API and the IOGP. The
communication campaigns (e.g., in-house magazines, intranet, posters). Group set itself a loss of primary containment target of under 100
(Tier 1 and Tier 2) in 2018.
B) Preventing incident risks
The target is slightly exceeded due to the inclusion of new entities in
To prevent incident risks and, in particular, major industrial events, the reporting scope. In addition to the 103 Tier 1 and Tier
TOTAL carries out periodic risk assessments and implements 2 operational events indicated in the table below, the Group recorded
adapted risk-management policies and measures. four Tier 1 events and one Tier 2 event due to sabotage or theft in
2018.
The Group has management structures and systems that present
similar requirements and expectations across all the entities. TOTAL
Loss of primary containment (a) 2018 2017 (b) 2016 (b)
strives to minimize the potential impacts of its operations on people,
the environment and property through a major technological risk Loss of primary containment (Tier 1) 30 28 38
management policy. This management draws on a shared approach
Loss of primary containment (Tier 2) 73 75 101
in all segments that includes, on the one hand, risk identification and
analysis, and on the other hand, the management of these risks. Loss of primary containment
(Tier 1 and Tier 2) 103 103 139
This structured approach applies to all of the Group’s operated
businesses exposed to these risks. In addition to its drilling and (a) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with
pipeline transport operations, the Group has at the end of more or less significant consequences, as defined by the API 754 (for downstream) and
IOGP 456 (for upstream) standards. Excluding acts of sabotage and theft.
2018 195 sites and operating zones exposed to major technological (b) Excluding TEP Barnett in 2016 and 2017.
risks, which could cause harm or damage to people, property and
the environment, corresponding to: In accordance with industry best practices, TOTAL also monitors
accidental liquid hydrocarbon spills of more than one barrel. Spills
— all the offshore and onshore operating activities in Exploration &
that exceed a predetermined severity threshold (in terms of volume
Production; and
spilled, toxicity of the product in question or sensitivity of the natural
— the Seveso classified industrial sites (upper and lower threshold)
environment affected) are reviewed on a monthly basis and annual
and their equivalents outside the EU (excluding Exploration &
statistics are sent to the Group Performance Management
Production).
Committee. All large spills are followed by corrective actions aimed
This approach first sets out an analysis of the risks related to the at returning the environment to an acceptable state as quickly as
Group’s industrial operations, on each site, based on incident possible. Due to their unpredictable nature, there is no quantitative
scenarios for which the probability of occurrence and the severity of target for accidental hydrocarbon spills. Nevertheless, changes in
the consequences are assessed. the number of spills are observed and analyzed.
Risk Factors 3
Accidental hydrocarbon spills (a) 2018 2017 (b) 2016 For its sea and river shipment requirements, TOTAL only charters
ships and barges that meet the highest international standards. The
Number of hydrocarbon spills 74 62 73
Group has an internal policy that lays down the process and criteria
Total volume of hydrocarbon by which ships and barges are selected (known as vetting). These
spills (thousands of m³) 0.3 0.5 0.9 criteria are based, in particular, on the regulations, best practice and
recommendations of the OCIMF (1) and, in Europe, on the European
(a) Accidental spills with an environmental impact and of more than one barrel.
(b) In 2017, the indicator perimeter was updated to exclude spills due to sabotage by a
Barge Inspection Scheme (EBIS). Tankers and barges are vetted by
third party. a single centralized Group entity. The average age of the Group
Shipping division’s time-chartered fleet is approximately six years.
In order to manage a major accidental spill efficiently, the Group
With regard to operated marine terminals, the Group got involved in
implemented a global crisis management system that is primarily
an initiative that seeks to systematically record their physical
based on a dedicated organization and a crisis management center
characteristics and store this data in a global database that forms
at the head office to enable the management of two simultaneous
part of the Marine Terminal Information System (MTIS) of the OCIMF.
crises. As part of this process, TOTAL regularly trains in crisis
At the end of 2018, 95% of coastal marine terminals and 50% of
management on the basis of risk scenarios identified through
offshore terminals had submitted their characteristics, thereby making
analyses.
it easier to assess the compatibility of ships with the ports of call.
In particular, the Group has response plans and procedures in place Additionally, since 2018, large TOTAL terminals have used the Marine
in the event of a hydrocarbon leak or spill. For accidental spills that Terminal Management Self Assessment (MTMSA), the framework
reach the water surface, oil spill contingency plans are regularly recommended by the industry for the self-assessment of terminals
reviewed and tested during exercises. These plans are specific to
each company or site and are adapted to their structure, activities
and the continuous improvement of the safety of product transfers.
A training course on ship/shore interface management (SSSCL – Ship
3
and environment while complying with Group recommendations. Shore Safety Check List) and cargo transfer operations, developed
by the Group in 2016, had completed by operators of 80% of
Oil spill preparedness 2018 2017 2016 operated-terminals by the end of 2018.
Number of sites whose risk analysis
C) Limiting the environmental footprint
identified at least one risk of major
accidental pollution Wherever TOTAL conducts its business, it makes sure that it complies
to surface water (a) 126 126 143 with applicable laws and regulations, which the Group complements
with specific requirements and commitments when necessary. TOTAL
Proportion of those sites with an
implements an active policy of avoiding, reducing, managing and
operational oil spill contingency plan 99% 91% 99%
monitoring the environmental footprint of its operations. As part of
Proportion of those sites that have this policy, emissions are identified and quantified by environment
performed at least one oil spill (water, air and soil) so that appropriate measures can be taken to
response exercise during the year 86% (b) 95% 89% better control them.
(a) The variation of the number of sites between 2016 and 2018 is due to perimeter variation.
(b) Decrease in 2018 compared to 2017 corresponds mainly to two subsidiaries where
Water, air
equipment was being refurbished in 2018.
The Group’s operations generate emissions into the atmosphere from
combustion plants and the various conversion processes and
In the event of accidental pollution, the Group companies can call on
discharges into wastewater. In addition to complying with applicable
in-house human and material resources (Fast Oil Spill Team, FOST)
legislation, the Group’s companies actively pursue a policy aimed at
and benefit from assistance agreements with the main third-party
reducing emissions. After analyses have been conducted and when
organizations specialized in the management of hydrocarbon spills.
necessary, the sites introduce various reduction systems that include
Since 2014, subsea capping and subsea containment equipment organizational measures (such as using predictive models to control
that can be transported by air has been strategically positioned at peaks in sulfur dioxide (SO2) emissions based on weather forecast
different points of the world (South Africa, Brazil, Norway and data and the improvement of combustion processes management,
Singapore) in order to provide solutions that are readily available in etc.) and technical measures (wastewater treatment plants, using
the event of oil or gas eruptions in deep offshore drilling operations. low NOX burners and electrostatic scrubbers, etc.).
From these locations, the equipment can benefit TOTAL’s operations
For new facilities developed by the Group, impact assessments are
worldwide. This equipment was developed by a group of nine oil
systematically carried out on these emissions and, if necessary,
companies, including TOTAL, and is managed by Oil Spill Response
actions are taken to limit their impact.
Ltd (OSRL), a cooperative dedicated to the response to marine
pollution by hydrocarbons. TOTAL has also designed and developed In 2010, SO2 emissions were 99 kt. The Group set itself the target of
its own capping system (“Subsea Emergency Response System”) to not exceeding 49.5kt by 2020; it has met this target since 2017.
stop potential eruptions in drilling or production operations as quickly
as possible. Since 2015, equipment has been installed in Angola, Chronic emissions into the atmosphere (a) 2018 2017 2016
then the Republic of the Congo, potentially covering the entire Gulf
SO2 emissions (kt) 48 47 52
of Guinea region.
NOx emissions (kt) 66 69 76
(a) Refer to point 5.11 of chapter 5 for the scope of reporting.
SO2 emissions that are likely to cause acid rain are regularly checked
and reduced.
(1) OCIMF (Oil Companies International Marine Forum): An industry forum including the leading worldwide oil companies. This organization manages, in particular, the Ship Inspection Report
(SIRE) Programme, which holds and provides access to tanker and river barge inspection reports (Barge inspection Questionnaire – BIQ).
Risk Factors
NOX emissions, which are mainly concentrated in the Exploration & Lastly, decommissioned Group facilities operated by Group entities
Production, are primarily located offshore and far away from the or affiliates (i.e., chemical plants, service stations, mud pits or lagoons
coast. Their impact on air quality is therefore considered to be minor. resulting from hydrocarbon extraction operations, wasteland on the
site of decommissioned refinery units, etc.) impact the landscape
Discharged water quality
and may, despite all the precautions taken, be sources of chronic or
In 2018, with regards to discharges to aquatic environments, all of accidental pollution. TOTAL created a policy of evaluation, treatment
the operated sites met the onshore discharge quality target set to of environmental risks related to soil and groundwater and
restrict the impact on receiving environments. remediation of its sites at the end of their activity. In agreement with
the authorities, the aim is to allow new operations to be set up once
2018 2017 2016 the future use of the land has been determined. Remediation
operations are conducted by specialized entities created by the
Hydrocarbon content of offshore
Group. At the end of 2018, 123 industrial sites that were no longer in
water discharges (in mg/l) 14.1 17.7 17.2
operation (excluding service stations) were in the process of
% of sites that meet the target for the remediation.
quality of offshore discharges (30 mg/l) 96% (a) 100% (a) 100% (a)
Sustainable use of resources
Hydrocarbon content of onshore
water discharges (in mg/l) 1.8 2.4 3.1 Fresh water
% of sites that meet the target for the The Group’s activities, mainly those of Refining & Chemicals, and to
quality of onshore discharges (15 mg/l) 100% 100% 100% a lesser extent those of the Exploration & Production, Gas,
Renewables & Power segments, may potentially have an impact on,
(a) Alwynn site (United Kingdom) excluded, as its produced water discharges only occur as well as be dependent of, water resources. This is especially true
during the maintenance periods of the water reinjection system and are subject to a
specific regulatory authorization.
when an activity is located in a water resources sensitive environment.
Fully aware of these challenges, TOTAL implements the following
In 2018, the percentage of sites conforming to the targets for quality water risk management actions:
of offshore discharges decreased due to a site acquired as part of
1. monitor water withdrawals to identify priority sensitive sites and
the Mærsk Oil acquisition that exceeds the targets of the Group. The
then carry out a risk assessment;
water discharge from this site is minor in terms of volume and
represents less than 3% of the Group’s global offshore discharge. 2. improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental
The improvement in the quality of onshore water discharges in 2018
management system.
is linked to a better performance of the waste water treatment plants
at Anvers, Donges and Normandie Refineries and to the expiry of the In order to identify the priority facilities, TOTAL records the withdrawal
Mahakam license in Indonesia. and discharge of water on all of its sites and assesses these volumes
on the basis of the current and future water stress indicators of the
Soil WRI (1) Aqueduct tool (currently 9.7% (2) of fresh water withdrawals
take place in a global water stress area).
The risks of soil pollution related to TOTAL’s operations come mainly
from accidental spills (refer to point 3.5.9.3.B of this chapter) and In addition, TOTAL assesses water resources risk levels of priority
waste storage (refer to point 3.5.9.3.E of this chapter). facilities which are those that withdraw more than 500,000 m³ per
year and are located in areas potentially exposed to water resource
The Group’s approach to preventing and managing these types of
risks, using the Local Water Tool (LWT) for Oil & Gas from the Global
pollution is based on four key principles:
Environmental Management Initiative (GEMI). This tool also helps to
— preventing leaks, by implementing, as far as possible, industry guide the actions taken to mitigate any risks in order to make optimal
best practices in engineering, operations and transport; use of water resources on these sites.
— carrying out maintenance at appropriate frequency to minimize Globally, the sites operated by the Group are not particularly exposed
the risk of leaks; to water risk. By the end of 2018, out of the 24 priority sites identified,
the level of water risk was assessed on 16 priority Group sites
— overall monitoring of the environment to identify any soil and
(11 Refining & Chemicals, 3 Exploration & Production, 2 Gas,
groundwater pollution; and
Renewables & Power). Following this assessment, two sites were
— managing any pollution from previous activities by means of identified as being at risk and were reported to the CDP. This analysis
containment and reduction or elimination operations. process is expected to be extended to other current priority sites,
including eight additional sites that have been identified.
In addition, a Group directive defines the following minimum
requirements: In 2018, the Group answered the CDP Water survey for the 2017
period and was graded A-. The main indicator used in this reporting
— systematic identification of each site’s environmental and health
is aggregated withdrawal.
impacts related to possible soil and groundwater contamination;
— assessment of soil and groundwater contamination based on Water-related indicator (a) 2018 2017 2016
various factors (extent of pollution inside or outside the site’s
Fresh water withdrawals excluding
boundaries, nature and concentrations of pollutants, presence
cooling water and rain water (million m³) 116 116 123
of a vector that could allow the pollution to migrate, use of the
land and groundwater in and around the site); and (a) Refer to point 5.11 of chapter 5 for the scope of reporting.
Risk Factors 3
In 2018, the Group introduced a specific selection process The Board of Directors meeting of March 13, 2019 decided to change
concerning palm oil suppliers to ensure all palm oil purchases for the the criteria for the determination of the variable portion of the
La Mède facility will be certified sustainable in accordance with Chairman and Chief Executive Officer’s compensation for the year
European Union criteria (ISCC EU certification) and are conducted 2019. Among others, a quantifiable criteria related to the evolution of
with a limited number of suppliers. GHG emissions (Scopes 1 & 2) on operated oil & gas facilities (refer
to chapter 4, section 4.3.2 for details).
D) Not to harm biodiversity and ecosystems during
projects and operations Role of management
TOTAL’s activities may potentially be located in sensitive natural TOTAL’s Chairman and Chief Executive Officer, in compliance with
environments. the long-term strategic direction set by the Board of Directors,
implements the strategy of the Group and its business segments
The Group is fully aware of this challenge and takes biodiversity and
while making sure climate change challenges are taken into account.
ecosystems into account during its projects and operations. In
He relies on the President, Group Strategy-Innovation, who is a
July 2018, and within the framework of the Act4Nature initiative, the
member of the Executive Committee, to whom the Senior Vice
Group made 16 biodiversity commitments to make this policy more
President Strategy & Climate, and the Senior Vice President Climate
tangible. The 16 commitments are described in the biodiversity
report (refer to the Group organization chart in chapter 1). The Senior
brochure available on the website sustainable-performance.total.com.
Vice President Climate chairs the Climate-Energy steering Committee,
There are 10 general commitments common to all of the signatory
which mainly includes representatives of Strategy and HSE
companies and an additional 6 commitments specific to TOTAL,
management from the various business segments. The mission of
some of which existed before the initiative. These differentiate the
Group from its competitors.
this Committee consists of structuring the Group’s approach to the
climate.
3
3.5.9.4 Climate
B) Strategy
TOTAL’s ambition is to become the responsible energy major. The
Group is committed to contributing to the United Nations Sustainable Identification of climate-related risks and opportunities
Development Goals, particularly with regards to those subjects that
The identification of climate-related risks forms an integral part of the
are connected to climate change and the development of more
analysis of investment projects. The impact of these risks is also
available and cleaner energy for as many people as possible.
examined for the Group asset portfolio as a whole. These risks are
In order to make an effective contribution to the climate change presented in detail in point 3.1.2 of this chapter.
issue, TOTAL relies on an organization and structured governance
In order to ensure the viability of its projects and long-term strategy
framework to make sure climate-related challenges are fully integrated
in light of the challenges raised by climate change, the Group
into the Group’s strategy. Consequently, the Group has a robust
integrates, into the financial evaluation of investments presented to
strategy and implements a structured risk management system.
the Executive Committee, either a long-term CO2 price of $30 to $40
In line with the multiple situations encountered in the field, and while per ton (depending on the price of crude), or the actual price of CO2
supporting the Group’s governance bodies, the Strategy and Climate in a given country if higher.
division shapes the Group’s approach to climate change while
TOTAL has five major levers to integrate climate in its strategy.
working with the operational divisions of the Group’s business
segments. By monitoring indicators, progress can be measured and
1) Improving energy efficiency
the Group’s actions can be adjusted.
Optimizing the energy consumption of its operated facilities is TOTAL’s
A) Governance first lever to reduce emissions. The Group therefore aims to improve
the energy efficiency of its operated facilities by an average of 1%
TOTAL has an organization and structured governance framework to
per year over the 2010-2020 period, at a time when exploration is
make sure climate-related challenges are fully integrated into the
becoming increasingly complex. This indicator is described in point
Group’s strategy. Since September 2016, its organization includes a
3.5.9.4.D of this chapter.
Strategy-Innovation corporate division, which includes the Strategy
& Climate division as well as the Gas, Renewables & Power business TOTAL uses appropriate architectures and equipment and introduces
segment, whose President is a member of the Executive Committee. technological innovations. For example, on offshore production
barges, offshore platforms and onshore facilities, heat recovery
Oversight by the Board of Directors systems at gas turbine exhausts have been implemented thereby
avoiding the need for furnaces or boiler systems.
TOTAL’s Board of Directors ensures that climate-related issues are
incorporated into the Group’s strategy and examines climate change
2) Growing in natural gas
risks and opportunities during the annual strategic outlook review of
the Group’s business segments. To respond responsibly to the strong rise in demand for electricity,
TOTAL remains committed to gas, whose CO2 emissions are half
To carry out its work, the Board of Directors relies on its Strategic &
those of coal when used to generate electricity (1).
CSR Committee, whose rules of procedure were changed in
September 2017 then in July 2018 in order to broaden its missions The Group wishes to be present throughout the whole gas chain,
in the realm of CSR and in questions relating to the inclusion of from production to end customer. Significant operations have taken
climate-related issues in the Group’s strategy. place in the upstream and the downstream to make this possible.
Upstream, TOTAL has acquired a stake in the giant Yamal LNG
Aware of the importance of climate-change challenges faced by the
project in the north of Russia. The Group has also acquired the LNG
Group, the Board of Directors decided, in 2016, to introduce changes
assets of Engie. These two complementary portfolios allow for the
to the variable compensation of the Chairman and Chief Executive
management of a volume of nearly 40 Mt of LNG as from 2020.
Officer to take better account of the achievements of Corporate
Downstream, the Group has made strategic acquisitions, such as
Social Responsibility (CSR) and the Group’s HSE targets. For fiscal
Direct Énergie and Lampiris, gas and electricity suppliers on the
year 2018, the importance given to these criteria rose further: CSR
French and Belgian markets, and has developed Total Spring, which
performance is assessed by considering the extent to which climate
was launched in 2017 on the French market.
issues are included in the Group’s strategy, the Group’s reputation in
the domain of Corporate Social Responsibility as well as the policy
concerning all aspects of diversity.
(1) Source: International Reference Centre for the Life Cycle of Products, Processes and Services; Life cycle assessment of greenhouse gas emissions associated with natural gas and coal
in different geographical contexts, October 2016.
Risk Factors
Finally, TOTAL has committed itself to gas fuel for transport by 5) Investing in carbon sink businesses
acquiring a 25% stake in Clean Energy Fuels Corp., one of the
Carbon storage is key to achieving carbon neutrality in the second
leading distributors of gas fuel for HGVs in the United States, and by
half of the 21st century. TOTAL is focusing, on the one hand, on
signing a contract with CMA - CGM, the first shipping company to
developing CCUS and, on the other, on preserving and restoring the
equip its transcontinental container ships with LNG-powered engines.
capacity of ecosystems to act as carbon sinks. CCUS is vital for
Strengthening the position of gas in the energy mix must however be several industries, especially those that emit massive amounts of CO2
accompanied by a greater focus on control of methane emissions. due to the nature of their business (cement, steel, etc.). TOTAL
To preserve the advantage that gas offers in terms of GHG emissions allocates significant resources to this area by dedicating up to 10%
compared to coal for electricity generation, it is necessary to strictly of the Group’s R&D budget to it. Several projects have made
reduce the methane emissions associated with the production and substantial progress in recent months. Northern Lights (Norway) is a
transportation of gas. In 2018, TOTAL’s methane emissions are kept project in which the Group participates alongside Equinor and Shell.
below 0.25% of the commercial gas produced (1). TOTAL’s target is TOTAL is also a partner of the Clean Gas Project (UK), together with
to sustainably reduce the intensity of its methane emissions of its the OGCI’s investment fund and a few companies of the sector (4).
operated facilities in the Exploration & Production segment to less
TOTAL announced in February 2019 the creation of an entity
than 0.20% of commercial gas produced by 2025.
dedicated to investments in natural carbon sinks, composed of
The Group has been a member since 2014 of the partnership experts in environment and agronomy, with an investment budget
between governments and industrial companies for the improvement $100 million per year from 2020 onwards. Furthermore, actions of
of tools to measure and control methane emissions set up by the preservation and restoration of the forest are currently conducted
Climate and Clean Air Coalition and promoted by UN Environment (refer to point 5.9 of chapter 5 where presented the Total Foundation
and the non-profit organization Environmental Defense Fund. The program carried mainly by the Fondation d’entreprise Total ).
Group also took several actions as part of the Oil & Gas Climate
Sector initiatives and international framework
Initiative and signed the guiding principles on the reduction of
methane emissions on the gas value chain (2). TOTAL is also in various sector initiatives on the main challenges
raised by climate change. Indeed, tackling climate change requires
3) Developing a profitable low-carbon electricity business cooperation between all actors, from both public and private sectors.
TOTAL is developing along the whole of the low-carbon electricity Thus, in 2014, TOTAL decided to join the call of the UN Global
value chain, from electricity generation, storage and sale to the end Compact, which encourages companies to consider a CO2 price
customer. As demand for electricity is expected to grow strongly in internally and publicly support the importance of such a price via
the coming decades, TOTAL intends to become a major player in regulation mechanisms suited to the local context. In particular,
this segment. To meet this target, TOTAL plans to invest $1.5 to TOTAL advocates the emergence of a balanced, progressive
$2 billion per year. In 2018, the Group completed the acquisition of international agreement that prevents the distortion of competition
Direct Énergie, a French electricity supplier, for nearly €2 billion. With between industries or regions of the world. Drawing attention to
regards to the generation of electricity, TOTAL aims at holding a future constraints on GHG emissions is crucial to changing the energy
production capacity of 10 GW of low-carbon electricity by 2023. mix. TOTAL therefore encourages the setting of a worldwide price
In 2018, TOTAL acquired four combined-cycle natural gas power for each ton of carbon emitted, while ensuring fair treatment of
plants in France with a global capacity of 1.6 GW. Refer to chapter 2 “sectors exposed to carbon leakage” (as defined by the EU). In
for further information on recent acquisitions. addition, TOTAL is working with the World Bank as part of the Carbon
Pricing Leadership Coalition (CPLC). In June 2017, TOTAL became
4) Developing sustainable biofuels a founder member of the Climate Leadership Council, an initiative
that calls for the introduction of a “carbon dividend”, namely, a
A pioneer in biofuels for more than 20 years, TOTAL is now one of
redistribution mechanism that would tax the biggest fossil fuel
Europe’s major actors with 2.4 Mt (3) blended sustainable biofuels in
consumers (a population’s wealthiest citizens) in order to pay a
2018 for a worldwide distribution of 3.2 Mt.
dividend to the entire population.
Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
In 2014, TOTAL was actively involved in launching and developing
refineries in 2018. Production at La Mède factory is scheduled to
the Oil & Gas Climate Initiative (OGCI), a global industry partnership.
start in 2019. It has a capacity of 0.5 Mt per year of hydrotreated
At year-end 2018, this initiative involved 13 major international energy
vegetable oil (HVO) based on sustainable certified charges, the Group
players. Its purpose is to share experiences, advance technological
intends to reach a market share of over 10% in Europe. Biofuels that
solutions and catalyze meaningful action in order to assist the
are currently available are mainly made with vegetable oil and sugar.
evolution of the energy mix in a manner that takes into account
For more than 10 years, TOTAL’s R&D teams have developed climate change issues. Launched in 2017, the OGCI Climate
technologies that have broadened the range of usable resources, Investments fund, which has access to over $1 billion over 10 years,
while also meeting the need for sustainability. The consortium BioTFuel invests in technology that significantly cuts emissions. The fund’s
is working on, for example, the development of lignocellulose (plant initial investments notably are: a large-scale industrial CO2 capture
waste). and storage project (Clean Gas Project); a solution that reduces the
carbon footprint of cement by using CO2 instead of water to set
concrete (Solidia Technologies); a high-efficiency opposed-piston
engine that reduces GHG emissions (Achates Power) and a
technology that incorporates CO2 as a raw material in the production
of polyols used in polyurethanes, which are plastics that have multiple
uses (Econic Technologies).
(1) Refer to the OGCI methodology for methane intensity calculation: http://oilandgasclimateinitiative.com/blog/methodological-note-for-ogci-methane-intensity-target-and -ambition.
(2) “Guiding Principles on Reducing Methane Emissions across the Natural Gas Value Chain”.
(3) Physical volume of biofuels in equivalent ethanol and esters according to the rules defined by the European RED Directive, excluding volumes sold to third parties via trading.
(4) BP, ENI, Equinor, Occidental Petroleum and Shell.
Risk Factors 3
The Group also plays a role in various international initiatives that — the development of new state-of-the-art energy companies, since
involve the private and the public sectors to bring about 2017 within the Breakthrough Energy Coalition (BEC), a group of
(non-exhaustive list): investors created by Bill Gates in 2015, and since 2016 within
the Breakthrough Energy Ventures, a $1 billion fund created in
— carbon pricing within Caring for Climate – United Nations Global
2016 by the BEC.
Compact, and the Paying for Carbon call;
— the end of routine flaring of gas associated to oil production C) Targets and metrics to measure climate-related risks
within the World Bank’s Zero Routine Flaring by 2030 initiative;
TOTAL has set itself targets and introduced a number of indicators
— greater transparency, while taking into account the to coordinate its performance.
recommendations of the G20 Financial Stability Board on climate,
and of the Task Force on Climate-related Financial Disclosures
(TCFD);
Breakdown by segment
Exploration & Production Mt CO2e 18 17 19 19
Gas, Renewables & Power Mt CO2e 2 0 0 -
Refining & Chemicals Mt CO2e 21 21 22 22
Marketing & Services Mt CO2e <1 <1 <1 <1
SCOPE 1 Direct greenhouse-gas emissions based on the Group’s equity interest Mt CO2e 54 50 51 50
SCOPE 2 Indirect emissions attributable to energy consumption by sites Mt CO2e 4 4 4 4
GHG emissions (Scopes 1 & 2) on operated oil & gas facilities Mt CO2e 42 41 45 46
Net primary energy consumption (operated scope) TWh 143 (a) 142 150 153
Group energy efficiency indicator Base 100
in 2010 88.4 85.7 91.0 90.8
Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non-routine flaring) Mm3/d 6.5 5.4 7.1 7.2
Of which routine flaring Mm3/d 1.1 1.0 1.7 (b) 2.3 (c)
(a) Excluding primary energy consumption of Direct Énergie gas power plants.
(b) Estimated Volume at end 2016 based on new definition of Routine Flaring published in June 2016 by the Working Group Global Gas Flaring Reduction.
(c) Volumes estimated upon historical data.
All this data as well as the related risks are also reported to the CDP facilities by 2030. An 80% reduction target was set for 2020
once a year, and TOTAL’s response to the CDP Climate Change compared to 2010, in other words, an average of 1.5 Mm3/d. This
questionnaire is posted on the Group’s website (sustainable- target has been met since 2017.
performance.total.com). For its 2018 reporting regarding 2017
Furthermore, as part of the Global Gas Flaring Reduction program,
activities, the Group received an A-.
TOTAL has worked alongside the World Bank for over 10 years to
help producing countries and industrial players control flaring of gas
Flaring
associated to oil production.
Reducing routine flaring has been a long-standing target of the Group,
The increase in flaring linked to oil production in 2018 is due to
which designs its new projects without resorting to it. In addition,
acquisition and startup of new sites.
TOTAL is committed to putting an end to routine flaring of its operated
(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.
Risk Factors
(1) The ISO 50001 standard accompanies the implementation in companies of an energy management system that allows a better use of energy.
(2) $25 billion excluding Hutchinson, SunPower and Saft Group.
Risk Factors 3
B) Extension of the Group’s policy to the supply chain Supplier awareness-raising actions
TOTAL expects its suppliers to: The deployment of the anti-corruption policy in purchasing continued
in 2017 with awareness-raising sessions for strategic suppliers at
— adhere to the Fundamental Principles of Purchasing and ensure
the Suppliers Day. This event gathered more than 100 suppliers that
that they are adhered to in their activities;
are considered to be strategic in view of their contribution to Group
— accept to be audited according to these principles; operations. In addition to numerous initiatives taken in previous years,
in 2018 approximately 229 suppliers underwent an anti-corruption
— remain attentive to the everyday working conditions of their
analysis through the issuing of specific questionnaires, completed, in
employees and their suppliers’ employees;
some cases, by external inspections.
— ensure that their own suppliers and subcontractors adhere to
Every year, one of the departments of the IPO (TOTAL IPO in
these Fundamental Principles of Purchasing;
Shanghai, China) organizes a compliance day and invites one of its
— refer to the Group Ethics Committee when in doubt or in the approved suppliers. It can explain the actions it takes regarding
event of any malfunction. anti-corruption compliance, the concrete problems encountered and
how it deals with them. The discussions, based on case studies and
The rules set out in these Principles must be included or transposed
topical issues, are enlightening for all. In 2018, this event was held in
into the agreements concluded with suppliers. To this end, these
December (refer also to point 5.8.1 of chapter 5).
Principles are available for consultation by all suppliers in both French
and English on TOTAL’s website (under “Suppliers”). Finally, pursuant to Rule 13p-1 of the Securities Exchange Act of
1934, as amended, which implemented certain provisions of the
The supplier qualification process Dodd-Frank Wall Street Reform and Consumer Protection Act of
2010, TOTAL has submitted since 2014 to the SEC an annual
3
The supplier qualification process was harmonized at Group level in
document relating to “conflict minerals” (1) sourced from the
2017 by Total Global Procurement. A new internal framework was
Democratic Republic of the Congo or an adjoining country. The
published in 2018. A new computerized qualification tool will gradually
document indicates whether, during the preceding calendar year,
be rolled out starting in 2019, with a planned scope of 107 countries
any such minerals were necessary to the functionality or production
thus far.
of a product manufactured (or contracted to be manufactured) by
It will be used to automate and document the supplier qualification the TOTAL S.A. or one of its affiliates had. The main objective of the
process, which unfolds in four stages: rule’s obligation to publish this information is to prevent the direct or
indirect funding of armed groups in central Africa. For more
1. confirmation of interest;
information, refer to TOTAL’s most recent publication available at:
2. a risk pre-analysis to decide whether an in-depth analysis of sustainable-performance.total.com or www.sec.gov.
each criterion is necessary (HSE, anti-corruption, societal,
financial, technical); C) The Group’s responsible procurement commitments
3. determination of the qualification status; Since 2010, TOTAL is a signatory to the French Economy and
Finances Ministry’s Sustainable Supplier Relations Charter, which
4. monitoring and renewal of qualification. Qualifications are valid
aims to allow more sustainable and balanced relations between
for three years.
customers and suppliers.
The supplier assessment process Worldwide, a CSR global agreement monitoring Committee (known
as the “FAIR Committee”) meets every year in the presence of
Simultaneously, the Group has set up a supplier assessment process
representatives who are members of trade unions affiliated with the
to identify and prevent risks of severe impacts on human rights and
IndustriALL Global Union and appointed by this federation to monitor
fundamental freedoms, human health and safety. Thus, since 2016,
and implement the agreement. It identifies good practice and areas
the Group started conducting campaigns to audit working conditions
for improvement. In application of the areas for improvement defined
amongst its suppliers. These audits are conducted by a specialized
by this Committee, the programs mentioned earlier have already
service provider, with which TOTAL signed a framework contract in
been set up: Suppliers Day, International Procurement Day and
2016.
trainings in human rights for purchasers.
Since 2017, the Group has been rolling-out specific training for Group
Since 2018, TOTAL has been a member of the United Nations Global
purchasers to evaluate suppliers with respect to human rights.
Compact platform on Decent Work in Global Supply Chains, and, in
Moreover, in September 2018, TOTAL, BP, Equinor and Shell this capacity, takes part in various workshops that aim to help the
announced their intention to develop a common collaborative member companies of the Global Compact to make progress in this
approach to assess the respect of human rights by their suppliers. area. In December 2018, the Group committed to pursuing its efforts
The partner companies are convinced of the importance of working in terms of decent work and respecting human rights in its supply
with suppliers that respect human rights, on the one hand, and take chain by signing the “Six Commitments” of the United Nations Global
good care of their employees, on the other. The goal of this common Compact.
approach is to encourage the improvement of working conditions in
The Group’s buyers also take part in international working groups on
the supply chain of the companies involved. This initiative addresses
responsible procurement. TOTAL is an active member of IPIECA’s
the United Nations SDG N° 8: “to promote sustained, inclusive and
Supply Chain Working Group. Building on the workshops held since
sustainable economic growth, full and productive employment and
2015, TOTAL continued to participate in the Operationalization of the
decent work for all”.
UN Guiding Principles work organized by the IPIECA, aimed at both
oil and gas companies and engineering, procurement and construction
(EPC) contractors.
Finally, the Group pays special attention to the disabled and protected
employment sectors. In France, the Group’s purchases from this
sector enabled the achievement of an indirect employment rate of
nearly 1% in 2018. TOTAL is a member of the Pas@Pas association
and provides its buyers with an online directory that can be used to
identify potential suppliers and service providers (disabled or
protected employment sectors) by geographical area and by category
(refer to point 5.3.5.3 in chapter 5).
(1) Rule 13p-1 defines “conflict minerals” as follows (irrespective of their geographical origin): columbite-tantalite (coltan), cassiterite, gold, wolframite as well as their derivatives, which are
limited to tantalum, tin and tungsten.
The information set out in this chapter forms the Board of Directors’ functional divisions, including in particular the Legal, Finance and
report on corporate governance, produced pursuant to Article People & Social Responsibility Departments. After the sections
L. 225-37 of the French Commercial Code. This report has been relevant to their respective duties were reviewed by the Governance
prepared on the basis of the deliberations of the Board of Directors, and Ethics Committee and the Compensation Committee, the report
and with the assistance of several of the Company’s corporate was approved by the Board of Directors.
12 1 1 1 90%
directors Lead director director independent
Independent representing representing directors (a)
Director employee employees
shareholders
(a) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
For more information, refer to point 4.1.1.4 of this chapter.
(b) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.
The Company is administered by a Board of Directors whose Ms. Patricia Barbizet has served as Lead Independent Director since
members include a director representing employee shareholders December 19, 2015. Her duties are specified in the Rules of
elected on the proposal of the shareholders specified in Article Procedure of the Board of Directors (refer to point 4.1.2.1 of this
L. 225-102 of the French Commercial Code, in accordance with chapter).
the provisions of Article L. 225-23 of the French Commercial
Directors are appointed for a three-year period (Article 11 of the
Code (hereafter referred to as the “director representing employee
Company’s bylaws). The terms of office of the members of the Board
shareholders”) and a director representing employees appointed by
are staggered to space more evenly the renewal of appointments
the Central Works Council (replaced since December 2018 by the
and to ensure the continuity of the work of the Board of Directors
Central Social and Economic Committee) of UES Amont – Global
and its Committees, in accordance with the recommendations of the
Services – Holding in accordance with the provisions of Article
AFEP-MEDEF Code, which the Company refers to. The profiles,
L. 225-27-1 of the French Commercial Code and the Company’s
experience and expertise of the directors are detailed in the
bylaws.
biographies below.
Mr. Patrick Pouyanné is the Chairman and Chief Executive Officer of
TOTAL S.A. He has served as Chairman of the Board of Directors
since December 19, 2015, the date on which the functions of
Chairman of the Board of Directors and Chief Executive Officer of
TOTAL S.A. were combined (refer to point 4.1.5.1 of this chapter).
Number of Length of
directorships Initial Term of service
Number held at listed Indepen- date of office on the
Age Gender Nationality of shares corporations (a) dence appointment expires Board
(a) Number of directorships held by the director at listed companies outside his or her group, including foreign companies, assessed in accordance with the recommendations of the
AFEP-MEDEF Code, point 18 (refer to point 4.1.1.3 of this chapter).
(a) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
(b) Director representing employee shareholders.
(c) Director representing employees.
* Chairperson of the Committee.
PATRICK POUYANNÉ
(1) Including information pursuant to Article L. 225-37-4 of the French Commercial Code and item 14.1 of Annex I of EC Regulation No. 809/2004 of April 29, 2004.
* For information relating to directorships, the companies marked with an asterisk are listed companies.
PATRICK ARTUS
Independent director
Member of the Audit Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of École Polytechnique, École Nationale de la Statistique et de l’Administration Économique (ENSAE)
Born on October 14,
and the Institut d’Études Politiques de Paris, Mr. Artus began his career at INSEE (the French National Institute
1951 (French)
for Statistics and Economic Studies) where his work included economic forecasting and modeling. He then
Director of TOTAL S.A. worked at the Economics Department of the OECD (1980), later becoming the Head of Research at the ENSAE
since the Ordinary from 1982 to 1985. He was scientific advisor at the Research Department of the Banque de France, before
Shareholders’ Meeting joining the Natixis Group as the head of the Research Department, and has been a member of its Executive
of May 15, 2009 Committee since May 2013. He is an associate professor at the Paris School of Economics. He is also a 4
member of the Cercle des Économistes.
Date last reappointed:
Ordinary Shareholders’ Main function: Head of the Research Department and member of the Executive Committee of Natixis*
Meeting of June 1, 2018
Directorships and functions held at any company during the 2018 fiscal year
Expiry date of term of
office: 2021 Ordinary
Within the Natixis group
Shareholders’ Meeting
— Head of the Research Department and member of the Executive Committee of Natixis*
Number of TOTAL
Outside the Natixis group
shares held: 1,000
— Director of TOTAL S.A.* and member of the Audit Committee and the Strategy & CSR Committee
(as of 12/31/2018)
— Director of IPSOS*
Business address:
Natixis Directorships that have expired in the previous five years
47 quai d’Austerlitz
None
75013 Paris – France
PATRICIA BARBIZET
— Member of the Management Board of Société Civile du Vignoble de Château Latour until January 2018
— Director of Yves Saint Laurent until November 2018
— Amministratore & Amministratore Delagato of Palazzo Grassi until January 2018
— Member of the Supervisory Board of Ponant until January 2018
— Representative of Artémis, member of the Supervisory Board of Collection Pinault Paris until January 2018
Outside the Artémis group
— Chairwoman of Temaris et Associés SAS since October 2018
— Director of TOTAL S.A.*, Lead Independent Director, Chairwoman of the Governance and Ethics Committee,
member of the Compensation Committee and member of the Strategy & CSR Committee
— Director of Groupe Fnac Darty*
— Director of Axa* since April 2018
— Director of Pernod Ricard* since November 2018
Directorships that have expired in the previous five years
— Chairwoman and CEO of Christie’s International plc until December 2016
— Member of the supervisory board of Peugeot S.A.* until April 2016
— Director of Société Nouvelle du Théâtre Marigny until November 2015
MARIE-CHRISTINE COISNE-ROQUETTE
Independent director
Chairwoman of the Audit Committee
Member of the Compensation Committee
Biography & Professional Experience
Ms. Coisne-Roquette has a Bachelor’s Degree in English. A lawyer by training, with a French Master’s in law and
Born on November 4,
a Specialized Law Certificate from the New York bar, she started her career as an attorney in 1981 at the Paris
1956 (French)
and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she became a member of
Director of TOTAL S.A. the Board of Directors of Colam Entreprendre, a family holding company that she joined full time in 1988. As
since the Ordinary Chairwoman of the Board of Colam Entreprendre and the Sonepar Supervisory Board, she consolidated family
Shareholders’ Meeting ownership, reorganized the Group structures and reinforced the shareholders’ Group to sustain its growth
of May 13, 2011 strategy. Chairwoman and Chief Executive Officer of Sonepar as of 2002, Marie-Christine Coisne-Roquette
became Chairwoman of Sonepar S.A.S. in 2016. At the same time, she heads Colam Entreprendre as its
Date last reappointed:
Chairwoman and Chief Executive Officer. Formerly a member of the Young Presidents’ Organization (YPO), she
Ordinary Shareholders’
served the MEDEF (France’s main employers’ association) as Executive Committee member for 13 years and
Meeting of May 26,
was Chairwoman of its Tax Commission from 2005 to 2013. She was a member of the Economic, Social and
2017
Environmental Council from 2013 and 2015 and is currently a Director of TOTAL S.A.
Expiry date of term of
Main function: Chairwoman of Sonepar S.A.S.
office: 2020 Ordinary
Shareholders’ Meeting
Directorships and functions held at any company during the 2018 fiscal year
Number of TOTAL
shares held: 4,472 Within the Sonepar group
(as of 12/31/2018) — Chairwoman of Sonepar S.A.S.
— Chairwoman of the Corporate Board of Sonepar S.A.S.
Business address:
— Chairwoman and Chief Executive Officer of Colam Entreprendre
Sonepar
— Legal representative of Sonepar S.A.S., Chairperson of Sonepar International
25 rue d’Astorg
— Legal representative of Sonepar S.A.S., director of Sonepar France S.A.S.
75008 Paris – France
— Legal representative of Sonepar S.A.S., co-manager of Sonedis (société civile) until October 29, 2018
— Permanent representative of Colam Entreprendre, co-manager of Sonedis (société civile) until October 29, 2018
— Permanent representative of Colam Entreprendre, director of SO.VE.MAR.CO Europe (S.A.)
— Chief Executive Officer of Sonepack S.A.S.
— Permanent representative of Sonepar Belgium to the Board of Cebeo N.V. (Belgium) until February 2018
Outside the Sonepar group
— Director of TOTAL S.A.*, Chairwoman of the Audit Committee and member of the Compensation Committee
— Co-manager of Développement Mobilier & Industriel (société civile)
— Managing Partner of Ker Coro (société civile immobilière)
— Member of the Supervisory Board of Akuo Energy S.A.S.
Directorships that have expired in the previous five years
— Chairwoman of the Board of Directors of Sonepar S.A. until 2016
Independent director
Member of the Governance and Ethics Committee
Biography & Professional Experience
Mr. Cutifani was appointed director and Chief Executive of Anglo American plc on April 3, 2013. He is a member
of the Board’s Sustainability Committee and chairs the Group Management Committee. Mr. Cutifani has 42 years
Born on May 2, 1958
of experience in the mining industry in various parts of the world, covering a broad range of products. Mark
(Australian)
Cutifani is a non-executive director of Anglo American Platinum Limited, Chairman of Anglo American South
Director of TOTAL S.A. Africa and Chairman of De Beers plc. He previously held the post of Chief Executive Officer of AngloGold Ashanti
since the Ordinary Limited. Before joining AngloGold Ashanti, Mr. Cutifani was COO responsible for global nickel business of Vale.
Shareholders’ Meeting Prior to that, he held various management roles at Normandy Group, Sons of Gwalia, Western Mining Corporation,
of May 26, 2017 Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto).
Expiry date of term of Mr. Cutifani has a degree in Mining Engineering (with honors) from the University of Wollongong in Australia.
office: 2020 Ordinary He is a Fellow of the Royal Academy of Engineering, the Australasian Institute of Mining and Metallurgy and the
Shareholders’ Meeting Institute of Materials, Minerals and Mining in the United Kingdom.
Number of TOTAL Mr. Cutifani received an honorary doctorate from the University of Wollongong in Australia in 2013 and an honorary
shares held: 2,000 doctorate from Laurentian University in Canada in 2016.
(as of 12/31/2018)
Main function: Chief Executive of Anglo American plc.*
Business address:
Anglo American Directorships and functions held at any company during the 2018 fiscal year
plc Group,
20 Carlton House Within the Anglo American group
Terrace, — Director and Chief Executive of Anglo American plc.*
London, SWY5AN — Non-executive director of Anglo American Platinum Limited 4
United Kingdom — Chairman of Anglo American South Africa
— Chairman of De Beers plc.
Outside the Anglo American group
— Director of TOTAL S.A.* and, since June 1, 2018, member of the Governance and Ethics Committee
Directorships that have expired in the previous five years
— Chief Executive Officer of AngloGold Ashanti Limited
Independent director
Member of the Audit Committee
Biography & Professional Experience
Ms. van der Hoeven trained as a teacher, becoming a professor in economic sciences and administration then a
school counselor. She was then Executive Director of the Administrative Center for vocational training for adults
Born on September 13,
in Maastricht for seven years and then Director of the Limbourg Technology Center. She was a member of the
1949 (Dutch)
Dutch Parliament, served as Minister of Education, Culture and Science from 2002 to 2007, and was Minister of
Director of TOTAL S.A. Economic Affairs of the Netherlands from 2007 to 2010. Ms. van der Hoeven then served as Executive Director
since the Ordinary of the International Energy Agency (IEA) from September 2011 to August 2015. During this period, she contributed
Shareholders’ Meeting to increasing the number of members of the Agency and emphasized the close link between climate and energy
of May 24, 2016 policy. In September 2015, Ms. van der Hoeven joined the Board of Trustees of Rocky Mountain Institute (USA)
and in the spring of 2016, became a member of the supervisory board of Innogy SE (Germany). Since October
Expiry date of term of
2016, Ms. van der Hoeven has been Vice Chairwoman of the High-level Panel of the European Decarbonisation
office: Ordinary
Pathways Initiative within the European Commission.
Shareholders’ Meeting
of May 29, 2019 Main function: Independent director
Number of TOTAL
Directorships and functions held at any company during the 2018 fiscal year
shares held: 1,000
(as of 12/31/2018) — Director of TOTAL S.A.* and member of the Audit Committee
— Member of the Supervisory Board of Innogy SE*
Business address:
— Member of the Board of Trustees of Rocky Mountain Institute (USA)
Pommardlaan 17
6213GV Maastricht Directorships that have expired in the previous five years
Netherlands
— Member of the Supervisory Board of RWE AG (Germany)
ANNE-MARIE IDRAC
Independent Director
Member of the Governance and Ethics Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
A graduate of Institut d’Études Politiques de Paris and formerly a student at École Nationale d’Administration
Born on July 27, 1951
(ENA -1974), Ms. Idrac began her career holding various positions as a senior civil servant at the Ministry of
(French)
Infrastructure (Ministère de l’Équipement) in the fields of environment, housing, urban planning and transportation.
Director of TOTAL S.A. She served as Executive Director of the public institution in charge of the development of Cergy-Pontoise
since the Ordinary (Établissement public d’Aménagement de Cergy-Pontoise) from 1990 to 1993 and Director of land transport
Shareholders’ Meeting from 1993 to 1995. Ms. Idrac was State Secretary for Transport from May 1995 to June 1997, elected member
of May 11, 2012 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 Chairwoman and Chief
Date last reappointed:
Executive Officer of RATP from 2002 to 2006 and then as Chairwoman of SNCF from 2006 to 2008.
Ordinary Shareholders’
Meeting of June 1, 2018 Main function: Independent Director
Expiry date of term of
Directorships and functions held at any company during the 2018 fiscal year
office: 2021 Ordinary
Shareholders’ Meeting — Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &
CSR Committee
Number of TOTAL
— Director of Air France-KLM* and Chairwoman of the Sustainable Development and Compliance Committee
shares held: 1,250
— Director of Bouygues*, Chairwoman of the CSR Committee and member of the Audit Committee
(as of 12/31/2018)
— Director of Saint Gobain* and Chairwoman of the Nominations and Compensation Committee
Business address:
Directorships that have expired in the previous five years
9 place Vauban
75007 Paris — Chairwoman of the Supervisory Board of Toulouse-Blagnac Airport until May 2018
France — Member of the Supervisory Board of Vallourec until 2015
— Director of Mediobanca S.p.A. (Italy) until 2014
GÉRARD LAMARCHE
Independent director
Chairman of the Compensation Committee
Member of the Audit Committee
Biography & Professional Experience
Mr. Lamarche graduated in economic science from Louvain-La-Neuve University and is also a graduate of
Born on July 15, 1961
INSEAD business school (Advanced Management Program for Suez Group Executives). He also attended the
(Belgian)
Global Leadership Series training course at the Wharton International Forum in 1998-99. He started his career at
Director of TOTAL S.A. Deloitte Haskins & Sells in Belgium in 1983, before becoming a consultant in mergers and acquisitions in the
since January 12, 2012 Netherlands in 1987. In 1988, Mr. Lamarche joined Société Générale de Belgique as an investment manager. He
was promoted to the position of management controller in 1989 before becoming a consultant in strategic
Date last reappointed:
operations from 1992 to 1995. He joined Compagnie Financière de Suez as a Project Manager for the Chairman
Ordinary Shareholders’
and Secretary of the Executive Committee (1995-1997), before being appointed as the acting Managing Director
Meeting of May 24,
in charge of Planning, Management Control and Accounts. In 2000, Mr. Lamarche moved to NALCO (the
2016
American subsidiary of the Suez group and the world leader in the treatment of industrial water) as Director and
Expiry date of term Chief Executive Officer. He was appointed Chief Financial Officer of the Suez group in 2003. In April 2011, Mr.
of office: Ordinary Lamarche became a director on the Board of Directors of Groupe Bruxelles Lambert (GBL). He has been the
Shareholders’ Meeting Deputy Managing Director since January 2012. Mr. Lamarche is currently a director of LafargeHolcim Ltd
of May 29, 2019 (Switzerland), TOTAL S.A., SGS S.A. (Switzerland) and Umicore (Belgium).
Number of TOTAL Main function: Deputy Managing Director of Groupe Bruxelles Lambert*
shares held: 3,064
(as of 12/31/2018) Directorships and functions held at any company during the 2018 fiscal year
Business address:
Within Groupe Bruxelles Lambert
Groupe Bruxelles
— Deputy Managing Director of Groupe Bruxelles Lambert*
Lambert
24, avenue Marnix
Within holdings of Groupe Bruxelles Lambert
1000 Brussels
— Director of TOTAL S.A.*, Chairman of the Compensation Committee and member of the Audit Committee
Belgium
— Director and member of the Audit Committee of LafargeHolcim Ltd*
— Director of SGS S.A.*
— Director of Umicore*
Directorships that have expired in the previous five years
— Director of Lafarge* until 2016
— Director and Chairman of the Audit Committee of Legrand* until 2016
— Non-voting member (censeur) of Engie S.A.* until 2015
Independent director
Member of the Governance and Ethics Committee
Member of the Strategy & CSR Committee
Biography & Professional Experience
Mr. Lemierre is a graduate of the Institut d’Études Politiques de Paris and the École Nationale d’Administration; he
Born on June 6, 1950 also has a law degree. Mr. Lemierre held various positions at the French tax authority, including as Head of the Fiscal
(French) Legislation Department and Director-General of Taxes. He was then appointed as Cabinet Director at the French
Ministry of Economy and Finance before becoming Director of the French Treasury in October 1995. Between 2000
Director of TOTAL S.A.
and 2008, he was President of the European Bank for Reconstruction and Development (EBRD). He became an
since the Ordinary
advisor to the Chairman of BNP Paribas in 2008 and has been Chairman of BNP Paribas since December 1, 2014.
Shareholders’ Meeting
During his career, Mr. Lemierre has also been a member of the European Monetary Committee (1995-1998), Chairman
of May 24, 2016
of the European Union Economic and Financial Committee (1999-2000) and Chairman of the Paris Club (1999-2000).
Expiry date of term of He then became a member of the International Advisory Council of China Investment Corporation (CIC) and the
office: International Advisory Council of China Development Bank (CDB). He is currently Chairman of the Centre d’Études
Ordinary Shareholders’ Prospectives et d’Informations Internationales (CEPII) and a member of the Institute of International Finance (IIF).
Meeting of May 29,
Main function: Chairman of the Board of Directors of BNP Paribas*
2019
Number of TOTAL Directorships and functions held at any company during the 2018 fiscal year
shares held: 1,042
(as of 12/31/2018) Within the BNP Paribas group
— Chairman of the Board of Directors of BNP Paribas*
Business address:
— Director of TEB Holding AS
BNP Paribas
3 rue d’Antin
75002 Paris
Outside the BNP Paribas group
— Director of TOTAL S.A.*, member of the Governance and Ethics Committee and member of the Strategy &
4
France CSR Committee
— Chairman of Centre d’Études Prospectives et d’Informations Internationales (CEPII)
— Member of the Institute of International Finance (IIF)
— Member of the International Advisory Board of Orange*
— Member of the International Advisory Council of China Development Bank* (CDB)
— Member of the International Advisory Council of China Investment Corporation (CIC)
— Member of the International Advisory Panel (IAP) of the Monetary Authority of Singapore (MAS)
Directorships that have expired in the previous five years
— Director of Bank Gospodarki Zywnosciowej (BGZ) (Poland) until 2014
RENATA PERYCZ
CHRISTINE RENAUD
CARLOS TAVARES
Independent director
Member of the Compensation Committee
Biography & Professional Experience
A graduate of the École Centrale de Paris, Mr. Carlos Tavares held various positions of responsibility within the
Renault group between 1981 and 2004 before joining the Nissan group. Having been Executive Vice President,
Born on August 14, Chairman of the Management Committee Americas and President of Nissan North America, he was then Group
1958 (Portuguese) Chief Operating Officer of the Renault Group from 2011 to 2013. He joined the Managing Board of Peugeot S.A.
on January 1, 2014, and was appointed Chairman of the Managing Board on March 31, 2014.
Director of TOTAL S.A.
since the Ordinary Main function: Chairman of the Managing Board of Peugeot S.A.*
Shareholders’ Meeting
of May 26, 2017 Directorships and functions held at any company during the 2018 fiscal year
Expiry date of term of
Within the Peugeot group
office: 2020 Ordinary
— Chairman of the Managing Board of Peugeot S.A.*
Shareholders’ Meeting
— Director of Banque PSA Finance
Number of TOTAL — Chairman of the Board of Directors of PSA Automobiles S.A.*
shares held: 1,000 — Chairman of the Supervisory Board of Opel Automobiles GmbH
(as of 12/31/2018)
Outside the Peugeot group
Business address: — Director of TOTAL S.A.* and, since June 1, 2018, member of the Compensation Committee
Peugeot S.A. — Director of AIRBUS Group*
7 rue Henri
Directorships that have expired in the previous five years
Ste Claire Deville,
92500 Rueil-Malmaison — Director of PCMA Holding B.V.
France — Director of Faurecia* until October 2018
For each director, this assessment was based on the independence criteria set forth in point 8.5 of the AFEP- MEDEF Code, revised in June 2018,
and as described below.
Criterion 2: Cross-directorships
“Not to be an executive officer of a company in which the company holds a directorship, directly or indirectly, or in which an employee
appointed as such or an executive officer of the Corporation (currently in office or having held such office within the last five years) holds
a directorship.”
Criterion 5: Auditor
“Not to have been an auditor of the corporation within the previous 5 years.”
It was confirmed, regarding the independence of Mses. Barbizet, noted the absence of economic dependence and exclusivity in
Coisne-Roquette, van der Hoeven and Idrac and Messrs. Artus, the activities between the two groups. It thus concluded that
Cutifani, Lamarche, Lemierre and Tavares that the independence Mr. Artus could be deemed to be an independent director.
analyses carried out previously remained relevant.
— Regarding Peugeot S.A., of which Mr. Tavares is Chairman of
In particular, the following was noted as of the date of December 31, the Managing Board, on the one hand, the Group’s sales to
2018. Peugeot S.A. in 2018 (i.e., €519 million) represented 0.29% of the
Group’s 2018 consolidated sales ($209 billion, i.e., €177 billion)
— The level of activity between Group companies and companies
and, on the other hand, the amount of the Group’s purchases
of BNP Paribas, of which Mr. Lemierre is Chairman of the Board
from Peugeot S.A. in 2018 (i.e., €50.9 million) represented 0.23%
of Directors, did not represent a material part of the financial
of the total amount of purchases made by the Group in 2018
institution’s overall business (the level of activity of the Group
(i.e. €22 billion). The portion of the Group’s business with
companies with BNP Paribas is less than 0.1% of this bank’s net
Peugeot S.A. cannot be considered material. Moreover, for
banking income (1)), nor a material part of the total amount of
Peugeot S.A., on the one hand, the amount of Peugeot’s
external financing of the Group’s activities (less than 5%). The Board
purchases from the Group in 2018 (i.e., €519 million) represented
noted the absence of economic dependence and exclusivity in
1.3% of the total amount of Peugeot S.A.’s purchases in 2018
the activities between the two groups. It thus concluded that
(i.e., €38.8 billion) and, on the other hand, the amount of Peugeot
Mr. Lemierre could be deemed to be an independent director.
S.A.’s sales in 2018 to the Group (i.e., €50,9 million) represented
— The level of activity between Group companies and companies 0.08% of Peugeot S.A.’s consolidated sales in 2017 (i.e.,
of the Natixis group, of which Mr. Artus is a member of the €65.2 billion). The portion of Peugeot S.A.’s business with the
Executive Committee, did not represent a material part of this Group cannot be considered material for Peugeot S.A. The Board
group’s overall business (the level of activity of the Group noted the absence of economic dependence and exclusivity in
companies with Natixis is less than 0.2% of this bank’s net the activities between the two groups. It thus concluded that Mr.
banking income (1)), nor a material part of the total amount of external Tavares could be deemed to be an independent director.
financing of the Group’s activities (less than 5%). The Board
Criterion 1:
Employee corporate
officer within the
past 5 years 8 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 2:
Cross-directorships 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 3:
Significant business
relationships 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 4:
Family ties 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 5:
Auditor 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 6:
Period of office
exceeding 12 years 4 4 4 4 4 4 4 4 4 n/a n/a 4
Criterion 7:
Status of
non-executive
director n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Criterion 8:
Status of major
shareholder 4 4 4 4 4 4 4 4 4 n/a n/a 4
Compliance with
the independence
criteria of the
AFEP- MEDEF Code 8 4 4 4 4 4 4 4 4 n/a (d) n/a (d) 4
(a) In this table, 4 signifies that a criterion for independence is satisfied and 8 signifies that a criterion for independence is not satisfied.
(b) Director representing employee shareholders.
(c) Director representing employees.
(d) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
(1) Excluding the director representing employee shareholders and the director representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 8.3).
4.1.1.5 Diversity policy of the Board of Directors 4.1.1.7 Renewal of directorships and appointments
proposed to the Shareholders’ Meeting of
The Board of Directors places a great deal of importance on its
May 29, 2019
composition and the composition of its Committees. In particular, it
relies on the work of the Governance and Ethics Committee, which The terms of office of directors Ms. Maria van der Hoeven and Messrs.
reviews annually and proposes, as circumstances may require, Gérard Lamarche and Jean Lemierre, as well as the term of office of
desirable changes to the composition of the Board of Directors and Ms. Renata Perycz, director representing employee shareholders, will
Committees based on the Group’s strategy. expire at the Annual Ordinary Shareholders’ Meeting of May 29, 2019.
The Governance and Ethics Committee conducts its work within the
Renewal of directorships
framework of a formal procedure so as to ensure that the directors’
areas of expertise are complementary and that their profiles are At its meeting on March 13, 2019, the Board of Directors, on the
diverse, to maintain an overall proportion of independent members proposal of the Governance and Ethics Committee, decided to
that is appropriate to the Company’s governance structure and submit to the Annual Shareholders’ Meeting of May 29, 2019, the
shareholder base, to allow for a balanced representation of women renewal of the directorships of Ms. Maria van der Hoeven and
and men on the Board, as well as to promote an appropriate Mr. Jean Lemierre for a three-year term to expire at the end of the
representation of directors of different nationalities. Annual Shareholders’ Meeting to be held in 2022 to approve the
2021 financial statements.
As part of an effort that began several years ago, the composition of
the Board of Directors has changed significantly since 2010 to Ms. Maria van der Hoeven will continue to offer the Group her
achieve better gender balance and an openness to more international knowledge of the energy sector.
profiles.
Mr. Jean Lemierre will continue to offer the Group his expertise in
Based on its composition as of March 13, 2019, the 12 members of banking and finance matters, as well as his experience in international
the Board of Directors include 6 male directors and 6 female directors, relations.
with 6 nationalities represented.
Appointment of Ms. Lise Croteau as a director
In accordance with Article L. 225-27-1 of the French Commercial
Code, the director representing employees is not taken into account At the meeting of March 13, 2019, the Board of Directors decided,
for the application of the provisions relating to the gender balance of on the proposal of the Governance and Ethics Committee, to propose
the Board. Therefore, the proportion of women on the Board was to the same Shareholders’ Meeting the appointment of Ms. Lise
45.5% as of December 31, 2018 (5 women out of 11 directors). Croteau as a director for a three-year term to expire at the end of the
Shareholders’ Meeting to be held in 2022 to approve the 2021
The 40% threshold of directors from each gender required by Article
financial statements.
L. 225-18-1 of the French Commercial Code was reached as of
December 31, 2018. Ms. Lise Croteau, of Canadian nationality, will bring in particular to
the Board her knowledge of the electricity and renewable energies
4.1.1.6 Training of directors and knowledge field as well as of financial field. After analysis based on the
of the Company independence criteria set forth in point 8.5 of the AFEP-MEDEF
Code, the Board noted that Mrs. Croteau could be considered as
Directors may ask to receive training in the specifics of the Company,
independent.
its businesses and its business sector, as well as any training that
may help them perform their duties as directors.
Appointment of the director
In addition, the director representing employees receives in-house representing employee shareholders
training time at the Company and/or economics training offered by
As the term of office of Ms. Perycz, director representing employee
an outside body chosen by the director, after the Board Secretary
shareholders, will expire at the Annual Ordinary Shareholders’ Meeting
has accepted the body and the training program. This training time,
of May 29, 2019, the Board of Directors, at its meeting on March 13,
which was initially set at 20 hours per year, has been increased to
2019, and on the proposal of the Governance and Ethics Committee,
60 hours per year by decision of the Board of Directors at its meeting
decided to submit to the Annual Shareholders’ Meeting of May 29,
of July 26, 2017.
2019, the resolutions regarding the appointment of the new director
Since 2013, the Board of Directors has met each year at a Group site. representing employee shareholders.
Having been to the CSTJF (Centre scientifique et technique Jean
In accordance with Article 11 of the Company’s bylaws, the Annual
Féger) in Pau, France, the Antwerp platform in Belgium, the Bu Hasa
Shareholders’ Meeting of May 29, 2019, will be asked to appoint the
field in Abu Dhabi and the Laggan project site in the North Sea in the
director representing employee shareholders from among the
United Kingdom, the Board of Directors visited in 2018 the Yamal
following candidates:
LNG site in Northern Russia at the time of the Board meeting held in
Russia on October 25, 2018. — Ms. Valérie Della Puppa Tibi, member of the Supervisory Board
of the “Total Actionnariat France” collective investment fund
Several directors also had an opportunity to visit other Group sites in
(FCPE), designated as a candidate for the position of director
2018. Mses. van der Hoeven, Perycz and Renaud visited the Umm
representing employee shareholders by the Supervisory Board
Shaif offshore field (Abu Dhabi) in September 2018. Mses. Barbizet
of the “Total Actionnariat France” FCPE (89.2 million shares of
and Idrac visited the deepwater operational center in Lagos, the
the Company held as of December 31, 2018) as well as by the
FPSO of the AKPO offshore field and the LNG plant on Bonny Island
Supervisory Board of the “Total France Capital +” FCPE (which
(Nigeria) in December 2018.
held 5.7 million shares of the Company as of December 31, 2018).
These site visits by the Board of Directors and its members are
— Ms. Renata Perycz, member of the “Total Actionnariat
opportunities to meet with the Group’s employees, partners and
International Capitalisation” FCPE, designated as a candidate for
leading figures in the energy sector.
the position of director representing employee shareholders by
The directors also have regular contact with Group management, the Supervisory Board of the “Total Actionnariat International
including members of the Executive Committee at Board meetings Capitalisation” FCPE (which held 26.1 million shares of the
and operational managers during visits to the Group’s sites. These Company as of December 31, 2018) as well as by the Supervisory
interactions between directors and managers help the directors better Board of the FCPE “Total International Capital” (which held
understand the Group’s activities in a practical way. 2.6 million shares of the Company as of December 31, 2018).
— Mr. Oliver Wernecke, elected as a candidate for the position of
director representing employee shareholders, by the shareholders
who have individual voting rights and together holding 2.77 million
shares of the Company as of December 31, 2018.
4.1.2.1 Working procedures of the Board of Directors The Rules of Procedure of the Board of Directors are reviewed on a
regular basis in order to adapt them to changes in governance rules
The working procedures of the Board of Directors are set out in its
and practices. In 2014, changes were made to include, in particular,
Rules of Procedure, which specify the mission of the Board of Directors
new provisions relating to information of the Board of Directors in the
and the rules related to the organization of its work. The Board’s Rules
event of new directorships being assumed by the directors or changes
of Procedure also specify the obligations of each director, as well as
in existing directorships, together with a reminder of the obligations
the role and powers of the Chairman and the Chief Executive Officer.
of confidentiality inherent to the work of the Board. In December
Mr. Charles Paris de Bollardière has served as Secretary of the Board 2015, changes were made to provide for the appointment of a Lead
of Directors since his appointment by the Board of Directors on Independent Director in the event of the combination of the functions
September 15, 2009. of Chairman of the Board and Chief Executive Officer and to define
his or her duties. In July 2018, changes were made in response to
Since November 4, 2014, the date of the first appointment of the
the new demands pertaining to social and environmental responsibility
director representing employees on the Board of Directors, a member
further to the revision of the AFEP-MEDEF Code in June 2018.
of the Central Works Council (replaced since December 2018 by the
Central Social and Economic Committee) attends Board meetings The text of the latest unabridged version of the Rules of Procedure of
in an advisory capacity, pursuant to Article L. 2312-75 of the French the Board of Directors, as approved by the Board of Directors at its
Labor Code. meeting on July 25, 2018, is provided below. It is also available on the
Company’s website under “Our Group/Our identity/Our governance”.
The Board of Directors of TOTAL S.A (2) approved the following — defining the Company’s strategic orientations and, more
Rules of Procedure. generally, that of the Group;
— regularly reviewing, in relation with such strategic orientations,
1. ROLE OF THE BOARD OF DIRECTORS
opportunities and risks such as financial, legal, operational,
The Board of Directors is a collegial body that determines social and environmental risks as well as measures taken as
the strategic direction of the Company and supervises the a result;
implementation of this vision. With the exception of the powers
— being informed of market developments, the competitive
and authority expressly reserved for shareholders and within the
environment and the main challenges facing the Company,
limits of the Company’s legal purpose, the Board may address
including with regard to social and environmental responsibility;
any issue related to the Company’s operation and make any
decision concerning the matters falling within its purview. Within — approving investments or divestments being considered by
this framework, the Board’s duties and responsibilities include, the Group that exceed 3% of shareholders’ equity as well as
but are not limited to, the following: any significant transaction outside the announced strategy of
the Company;
— appointing the executive directors (3) and supervising the
handling of their responsibilities; — reviewing information on significant events related to the
Company’s operations, in particular for investments and
— striving to promote creation of long-term value by the Company
divestments involving amounts exceeding 1% of shareholders’
by taking into account the social and environmental challenges
equity;
of its activities;
(1) Excluding the director representing employees, in accordance with Article L. 225-27-1 of the French Commercial Code.
(2) TOTAL S.A. is referred to in these Rules of Procedure as the “Company” and collectively with all its direct and indirect subsidiaries as the “Group”.
(3) The term “executive director” refers to the Chairman and Chief Executive Officer, if the Chairman of the Board of Directors is also responsible for the management of the Company; the
Chairman of the Board of Directors and the Chief Executive Officer, if the two roles are carried out separately; and, where applicable, any Deputy Chief Executive Officers or Chief
Operating Officers, depending on the organisational structure adopted by the Board of Directors.
— ensuring that its composition as well as that of the Committees undertake to promptly notify the Chairman of the Board of Directors,
it establishes are balanced in terms of diversity (nationality, and the Lead Independent Director if one has been appointed,
age, gender, skills and professional experience); of any changes to the positions held, for any reason, whether
appointment, resignation, termination or non-renewal.
— conducting any audits and investigations it deems appropriate.
In particular, the Board, with the assistance of the Committees
2.3 Participation in the board’s work
it has established, ensures that:
– authority has been properly defined and that the various Directors undertake to devote the amount of time required to duly
corporate bodies of the Company make proper use of their consider the information they are given and otherwise prepare
powers and responsibilities, for meetings of the Board of Directors and of the Committees of
– no individual is authorized to commit to pay or to make the Board of Directors on which they sit. They may request from
payments, on behalf of the Company, without proper the executive directors any additional information they deem
supervision and control, necessary or useful to their duties. If they consider it necessary, they
– a system for preventing and detecting corruption and may request training on the Company’s specificities, businesses
influence peddling is in place, and industry sector, its challenges in terms of social and
– a non-discrimination and diversity policy within the Company environmental responsibility as well as any other training that may
and its Group exists and is implemented, be of use to the effective exercise of their duties as directors.
– the internal control function operates properly and the statutory
Unless unable, in which case the Chairman of the Board shall be
auditors are able to perform their mission satisfactorily, and
provided advance notice, directors are to attend all meetings
– the Committees duly perform their responsibilities;
of the Board of Directors, meetings of Committees of the Board
— ensuring the quality of the information provided to shareholders of Directors on which they serve and Shareholders’ Meetings.
and financial markets through the financial accounts that it
The Chairman of the Board ensures that directors receive all relevant
closes and the reports that it publishes, as well as when major
information concerning the Company, including that of a negative
transactions are completed;
nature, particularly analyst reports, press releases and the most
— convening and setting the agenda for Shareholders’ Meetings important media articles.
or meetings of bond holders;
2.4 Confidentiality
— preparing on an annual basis the list of directors it deems to
be independent according to criteria set by the Code of Directors and any other person who attends all or part of any
Corporate Governance to which the Company refers; and meeting of the Board of Directors or its Committees, are under
the strict obligation not to disclose any details of the proceedings.
— appointing a Lead Independent Director under the conditions
set out in article 7, when the Chairman of the Board of Directors All documents reviewed at meetings of the Board of Directors,
is also the Chief Executive Officer pursuant to a decision by as well as information conveyed prior to or during the meetings,
the Board of Directors. are strictly confidential.
With respect to all non-public information acquired during the
2. OBLIGATIONS OF THE DIRECTORS OF TOTAL S.A.
exercise of their functions, directors are bound by professional
Before accepting a directorship, all candidates receive a copy of secrecy not to divulge such information to employees of the Group
TOTAL S.A.’s bylaws and these rules of procedure. They must or to outside parties. This obligation goes beyond the mere duty
ensure that they have broad knowledge of the general and of discretion provided for by law.
particular obligations related to their duty, especially the laws and
Directors must not use confidential information obtained prior to
regulations governing directorships in French limited liability
or during meetings for their own personal benefit or for the benefit
companies (sociétés anonymes) whose shares are listed in one
of anyone else, for whatever reason. They must take all necessary
or several regulated markets. They must also ensure that they are
steps to ensure that the information remains confidential.
familiar with the guidelines set out in the Corporate Governance
Confidentiality and privacy are lifted when such information is
Code to which the Company refers.
made publicly available by the Company.
Accepting a directorship creates an obligation to comply with
applicable regulations relating in particular to the functioning of 2.5 Duty of Loyalty
the Board of Directors, and with the ethical Rules of Professional
Directors must not take advantage of their office or duties to gain,
Conduct for directors as described in the Corporate Governance
for themselves or a third party, any monetary or non-monetary
Code to which the Company refers. It also creates an obligation
benefit.
to comply with these rules of procedure and to uphold the Group’s
values as described in its Code of Conduct. They must notify the Chairman of the Board of Directors and
the Lead Independent Director, if one has been appointed, of any
When directors participate in and vote at meetings of the Board of
existing or potential conflict of interest with the Company or any
Directors, they are required to represent all of the Company’s
Group company, and they must refrain from participating in the
shareholders and to act in the interest of the Company as a whole.
vote relating to the corresponding resolution as well as from
participating in any debates preceding such vote.
2.1 Independence of judgment
Directors must inform the Board of Directors of their participation
Directors undertake to maintain, in all circumstances, the
in any transaction that directly involves the Company, or any Group
independence of their analysis, judgment, decision-making and
company, before such transaction is finalized.
actions as well as not to be unduly influenced, directly or indirectly,
by other directors, particular groups of shareholders, creditors, Directors must not assume personal responsibilities in companies
suppliers or, more generally, any third party. or businesses having activities in competition with those of the
Company or any Group company without first having informed
2.2 Other directorships or functions the Board of Directors.
Directors must keep the Board of Directors informed of any Directors undertake not to seek or accept from the Company, or
position they hold on the management team, Board of Directors from companies directly or indirectly connected to the Company,
or Supervisory Board of any other company, whether French or any advantages liable to be considered as being of a nature that
foreign, listed or unlisted. This includes any positions as a non-voting may compromise their independence.
member (censeur) of a board. To this end, directors expressly
4. ROLE AND AUTHORITY OF THE CHAIRMAN The Committees perform their duties under the authority and for
the benefit of the Board of Directors.
The Chairman represents the Board of Directors and, except under
exceptional circumstances, has sole authority to act and speak Each Committee reports on its activities to the Board of Directors.
on behalf of the Board of Directors.
7. LEAD INDEPENDENT DIRECTOR
The Chairman organizes and oversees the work of the Board of
Directors and ensures that the Company’s corporate bodies
7.1 Appointment of the Lead Independent Director
operate effectively and in compliance with good governance
principles. The Chairman coordinates the work of the Board of When the functions of the Chairman of the Board and Chief
Directors and its Committees. The Chairman establishes the Executive Officer are combined, the Board of Directors appoints
agenda for each Board meeting, including items suggested by a Lead Independent Director, on the recommendation of the
the Chief Executive Officer. Governance and Ethics Committee, among the directors considered
to be independent by the Board of Directors.
The Chairman ensures that directors receive, in a timely manner
and in a clear and appropriate format, the information they need The appointed Lead Independent Director holds this position while
to effectively carry out their duties. in office as director, unless otherwise decided by the Board of
Directors, which may choose to terminate his duties at any time. If
In liaison with the Group’s General Management, the Chairman
for any reason the director is no longer deemed to be independent,
is responsible for maintaining relations between the Board of
his or her position as Lead Independent Director will be terminated.
Directors and the Company’s shareholders. The Chairman monitors
the quality of information disclosed by the Company. The Lead Independent Director, if one is appointed, chairs the
Governance and Ethics Committee.
In close cooperation with the Group’s General Management, the
Chairman may represent the Company in high-level discussions
7.2 Duties of the Lead Independent Director
with government authorities and major partners, both at a national
and international level. The Lead Independent Director’s duties include:
The Chairman is regularly informed by the Chief Executive Officer
1. Convening meetings of the
of significant events and situations relating to the Group,
Board of Directors – Meeting Agenda
particularly with regard to strategy, organization, monthly financial
reporting, major investment and divestment projects and key The Lead Independent Director may request that the Chairman
financial transactions. The Chairman may ask the Chief Executive and Chief Executive Officer call a meeting of the Board of Directors
Officer or other senior executives of the Company, provided that to discuss a given agenda.
the Chief Executive Officer is informed, to supply any information
He may request that the Chairman and Chief Executive Officer
that may help the Board or its Committees to carry out their duties.
include additional items on the agenda of any meeting of the Board
The Chairman may meet with the statutory auditors in order to of Directors.
prepare the work of the Board of Directors and the Audit
Committee. 2. Participation in the work of the Committees
Every year, the Chairman presents a report to the Annual If not a member of the Compensation Committee, the Lead
Shareholders’ Meeting describing the preparation and organisation Independent Director is invited to attend meetings and participates
of the Board of Directors’ work, any limits set by the Board of in the work of the Compensation Committee relating to the annual
Directors concerning the powers of the Chief Executive Officer, review of the executive directors’ performance and recommendations
and the internal control procedures implemented by the Company. regarding their compensation.
To this end, the Chairman obtains the necessary information from
the Chief Executive Officer. 3. Acting as Chairperson of Board of Directors’ meetings
When the Chairman and Chief Executive Officer is unable to attend
5. AUTHORITY OF THE CHIEF EXECUTIVE OFFICER
all or part of a meeting of the Board of Directors, the Lead
The Chief Executive Officer is responsible for the Company’s overall Independent Director chairs the meeting. In particular, he or she
management. He represents the Company in its relationships with chairs those Board meetings the proceedings of which relate to
third parties and chairs the Executive Committee. The Chief the evaluation of the performance of the executive directors and
Executive Officer is vested with the broadest powers to act on the determination of their compensation, which take place in their
behalf of the Company in all circumstances, subject to the powers absence.
that are, by law, restricted to the Board of Directors and to the
Annual Shareholders’ Meeting, as well as to the Company’s 4. Evaluation of the functioning of the Board of Directors
corporate governance rules and in particular these rules of
The Lead Independent Director manages the evaluation process
procedure of the Board of Directors.
relating to the functioning of the Board of Directors and reports on
The Chief Executive Officer is responsible for presenting the this evaluation to the Board of Directors.
Group’s results and prospects to shareholders and the financial
community on a regular basis. 5. Prevention of conflicts of interest
At each meeting of the Board of Directors, the Chief Executive Within the Governance and Ethics Committee, the Lead Independent
Officer presents an overview of significant Group events. Director organizes the performance of due diligence in order to
identify and analyze potential conflicts of interest within the Board
6. BOARD COMMITTEES of Directors. He informs the Chairman and Chief Executive Officer
of any conflicts of interest identified as a result and reports to the
The Board of Directors approved the creation of:
Board of Directors on these activities.
— an Audit Committee;
Pursuant to the obligation to declare conflicts of interest set out in
— a Governance and Ethics Committee;
Article 2.5 of these Rules, any director affected by an existing or
— a Compensation Committee; and
potential conflict of interest must inform the Chairman and Chief
— a Strategy & CSR Committee.
Executive Officer and the Lead Independent Director.
The roles and composition of each Committee are set forth in
their respective rules of procedure, which have been approved by
the Board of Directors.
4.1.2.2 Activity of the Board of Directors in 2018 In 2018, the Board of Directors held 10 meetings. The global
attendance rate for the directors was 95%. The Audit Committee
Directors are in principle summoned to Board meetings by letter sent
held 7 meetings, with an attendance rate of 100%; the Compensation
the week preceding the meetings. Whenever possible, documents
Committee met twice, with 100% attendance; the Governance and
to be considered for decisions to be made at Board meetings are
Ethics Committee held 3 meetings, with 91.7% attendance; and the
sent with the notice of meetings. The minutes of the previous meeting
Strategy & CSR Committee met 3 times, with 100% attendance.
are expressly approved at the following Board meeting.
A table summarizing individual attendance at the Board of Directors
and Committee meetings is provided below.
Atten- Number Atten- Number Atten- Number Atten- Number Atten- Number
dance of dance of dance of dance of dance of
Directors rate meetings rate meetings rate meetings rate meetings rate meetings
Patrick Pouyanné,
Chairman and
Chief Executive Officer 100% 10/10 - - - - - - 100% 3/3
Patrick Artus 100% 10/10 100% 7/7 - - - - 100% 3/3
Patricia Barbizet,
Lead Independent Director 100% 10/10 - - 100% 2/2 100% 3/3 100% 3/3
Marie-Christine Coisne-Roquette 100% 10/10 100% 7/7 100% 2/2 - - - 3 (f)
Mark Cutifani 90% 9/10 - - - - 0% 0/1 (c) - 2 (f)
Maria van der Hoeven 100% 10/10 100% 7/7 - - - - - 3 (f)
Anne-Marie Idrac 90% 9/10 - - - - 100% 3/3 100% 3/3
Gérard Lamarche 100% 10/10 100% 7/7 100% 2/2 - - - 3 (f)
Jean Lemierre 90% 9/10 - - - - 100% 3/3 100% 3/3
Renata Perycz (a) 100% 10/10 - - 100% 2/2 - - 100% 3 (f)
Christine Renaud (b) 100% 10/10 - - - - - - 100% 3/3 (e)
Carlos Tavares 70% 7/10 - - - - (c) - - - - (f)
Attendance rate 95% 100% 100% 91.7% 100% (d)
The Board meetings included, but were not limited to, a review of the March 14
following subjects:
— report on the acquisition of Mærsk Oil;
February 7
— presentation to the Board of the work of the Audit Committee at
— examination of the project to invest in the Umm Shaif/Nasr and its meeting on March 12, 2018;
Lower Zakum offshore concessions in the United Arab Emirates
— presentation to the Board of the work of the Governance and
and authorization to issue corresponding guarantees;
Ethics Committee at its meeting on March 13, 2018;
— approval of the contribution by AP Møller – Mærsk A/S to TOTAL
— review of the directorships: proposal for nomination and renewal
S.A. of 100% of the share capital and voting rights of Mærsk Oil
of the directorships;
& Gas A/S – decision to increase the share capital – authorization
to issue guarantees within the framework of this acquisition; — examination of the proposal by the Governance and Ethics
Committee to maintain the combined positions of Chairman of
— presentation of the shareholder return policy;
the Board of Directors and Chief Executive Officer; proposal to
— presentation to the Board of the work of the Audit Committee at renew the directorship of the Chairman of the Board of Directors
its meeting on February 5, 2018; and Chief Executive Officer, subject to the renewal of
Mr. Pouyanné’s directorship by the Shareholders’ Meeting of
— closing of the 2017 accounts (Consolidated Financial Statements,
June 1, 2018 (in the absence of the Chairman and Chief
parent company accounts) after the Audit Committee’s report
Executive Officer);
and work performed by the statutory auditors;
— composition of the Board’s Committees;
— draft allocation of the result of TOTAL S.A., setting of the dividend,
ex-dividend and payment dates, option for the payment of the — presentation to the Board of the work of the Compensation
balance of the dividend in shares; Committee at its meeting on March 14, 2018;
— main financial communication messages; — confirmation of the granting of performance shares under the
terms of the 2015 plan, following examination of the fulfillment of
— presentation to the Board of the work of the Governance and
the applicable performance conditions;
Ethics Committee at its meeting on February 7, 2018;
— compensation policy for the Chairman and Chief Executive Officer
— report of the Lead Independent Director on her mandate;
for fiscal year 2018;
— discussion on the Board of Directors’ practices based on a formal
— granting of performance shares to the Chairman and Chief
self-assessment carried out in the form of a detailed questionnaire
Executive Officer and other beneficiaries;
answered by each director, the process of which was conducted
by the Lead Independent Director; suggestion of areas for — presentation to the Board of the work of the Strategy & CSR
improvement; Committee at its meeting on March 14, 2018;
— review of the directorships: proposal for nomination and renewal — approval of the Group’s financial policy;
of the directorships – composition of the Board’s Committees;
— preparation for the Annual Shareholders’ Meeting; setting of the
— assessment of the independence of the directors; agenda for the Shareholders’ Meeting; approval of the various
chapters of the Registration Document forming the management
— allocation of directors’ fees for fiscal year 2017;
report within the meaning of the French Commercial Code, of
— market abuse regulations – blackout periods; the report on corporate governance and of the special reports
on Company share options and the granting of performance
— information on transactions on the Company’s securities by the
shares; approval of the report of the Board of Directors and the
Chairman and Chief Executive Officer;
text of the draft resolutions put to the Shareholders’ Meeting;
— information on the Directors and Officers liability insurance taken
— press releases;
out by the Company;
— setting the schedule related to the dividend (interim dividends
— review of the draft report on corporate governance, drawn up in
and balance) for fiscal year 2019;
application of Article L. 225-37 of the French Commercial Code;
— distribution of the third interim dividend for the 2017 fiscal year
— presentation to the Board of the work of the Compensation
and setting of the new share issue price for this interim dividend;
Committee at its meeting on February 7, 2018;
— information to the Board of Directors regarding the setting of the
— the Chairman and Chief Executive Officer’s compensation (in his
subscription period and price for shares of the Company for the
absence);
2018 share capital increase reserved for employees; and
— commitments made by the Company to the Chairman and Chief
— information on Company share buybacks.
Executive Officer;
April 17
— examination of the conditions of implementation of performance
shares grant plan in 2018; — approval in principle of the project to acquire a controlling
block in Direct Énergie, before submitting a public offer for the
— examination of certain points in the management report;
shares in Direct Énergie, listed on Euronext Paris, to the French
— approval of the Board of Directors’ report to the Shareholders’ Financial Markets Authority (Autorité des marchés financiers);
Meeting regarding purchases and sales of shares of the and
Company pursuant to Article L. 225-211 of the French
— press release pertaining to this transaction.
Commercial Code;
April 25
— information on the amount of the share capital of TOTAL S.A.;
— presentation to the Board of the work of the Strategy & CSR
— information about the results of the option to receive the payment
Committee at its meeting on March 14, 2018;
of the second interim dividend for fiscal year 2017 in shares;
— presentation of the Group’s risk map and, in particular,
— renewal of the authorization to issue bonds;
presentation of the cybersecurity risk;
— renewal of the authorization to issue security, commitments and
— statutory and Consolidated Financial Statements, results for the
guarantees;
first quarter of 2018 after the Audit Committee’s report and work
— information on share buybacks; and performed by the statutory auditors;
— declarations of crossing of thresholds in the Company’s share — presentation to the Board of the work of the Audit Committee at
capital or voting rights. its meeting on April 23, 2018;
— Board of Directors’ response to the Central Works Council’s — agreements and commitments concluded and authorized in
opinion on the Company’s strategic directions; the preceding periods, the execution of which continued during
the 2018 fiscal year;
— distribution of the second interim dividend for the 2018 fiscal
year and setting of the issue price of new shares; — information on bond issues; and
— reduction of the Company’s capital through the cancellation of — authorization to issue guarantees.
treasury shares;
Composition
As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office
As of March 13, 2019, the Committee is made up of four members, statements, in accordance with the applicable regulations.
with a 100% rate of independence.
Regarding accounting and financial information:
The careers of the Committee members confirm their possession of
— following the process to produce financial information and, where
acknowledged expertise in the financial, accounting or audit fields
appropriate, formulating recommendations to guarantee its
(refer to point 4.1.1.1 above). Ms. Coisne-Roquette was appointed
integrity, where appropriate;
“financial expert” of the Committee by the Board at its meeting of
December 16, 2015. — monitoring the implementation and the proper workings of a
disclosures Committee in the Company, and reviewing its
Duties conclusions;
The rules of procedure of the Audit Committee define the Committee’s — examining the assumptions used to prepare the financial
duties as well as its working procedures. After having been modified statements, assessing the validity of the methods used to handle
on February 8, 2017, in order to adapt the missions of the Committee significant transactions and examining the parent company
to the European audit reform, the Committee’s rules of procedure financial statements and annual, half-yearly, and quarterly
were last modified on July 25, 2018, in order to take account of the Consolidated Financial Statements prior to their examination by
new social and environmental responsibility requirements, further to the Board of Directors, after regularly monitoring the financial
the revision of the AFEP-MEDEF Code in June 2018. The text of the situation, cash position and off-balance sheet commitments;
unabridged version of the rules of procedure approved by the Board
— guaranteeing the appropriateness and the permanence of the
of Directors on July 25, 2018, is available on TOTAL’s website under
accounting policies and principles chosen to prepare the statutory
“Our Group/Our identity/Our Governance”.
and Consolidated Financial Statements of the Company;
Notwithstanding the duties of the Board of Directors, the Audit
— examining the scope of the consolidated companies and, where
Committee is tasked with the following missions in particular:
appropriate, the reasons why companies are not included;
Regarding the statutory auditors:
— examining the process to validate the proved reserves of the
– making a recommendation to the Board of Directors on the companies included in the scope of consolidation; and
statutory auditors put before the Annual Shareholders’ Meeting
— reviewing, if requested by the Board of Directors, major transactions
for designation or renewal, following their selection procedure
contemplated by the Company.
organized by General Management and enforcing the
applicable regulations; Regarding internal control and risk management procedures:
– monitoring the statutory auditors in the performance of their
— monitoring the efficiency of the internal control and risk management
missions and, in particular, examining the additional report
systems, and of internal audits, in particular with regard to the
drawn up by the statutory auditors for the Committee, while
procedures relating to the production and processing of accounting,
taking account of the observations and conclusions of the
financial and non-financial information, without compromising
High Council of statutory auditors (Haut Conseil du
its independence, and in this respect:
Commissariat aux comptes) further to the inspection of the
– checking that these systems exist and are deployed, and that
auditors in question in application of the legal provisions, where
actions are taken to correct any identified weaknesses or
appropriate;
anomalies,
– ensuring that the statutory auditors meet the conditions of
– examining, based in particular on the risk maps developed
independence as defined by the regulations, and analyzing
by the Company, the exposure to risks, such as financial risks
the risks to their independence and the measures taken to
(including significant off-balance sheet commitments), legal
mitigate these risks; to this end, examining all the fees paid by
risks, operational risks, social and environmental risks, as well
the Group to the statutory auditors, including for services other
as measures taken as a result,
than the certification of the financial statements, and making
– annually examining the reports on the work of the Group Risk
sure that the rules applying to the maximum length of the term
Management Committee (formerly named Group Risk
of the statutory auditors and the obligation to alternate are
Committee) and the major issues for the Group,
obeyed; and
– examining the annual work program of the internal auditors
– approving the delivery by the statutory auditors of services
and being regularly informed of their work,
other than those relating to the certification of the financial
– reviewing significant litigation at least once a year,
Composition
As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office
As of March 13, 2019, the Governance and Ethics Committee is made — recommending to the Board of Directors the persons that are
up of four members, with a 100% rate of independence. qualified to be appointed as executive directors;
— preparing the Company’s corporate governance rules and
Duties
supervising their implementation;
The rules of procedure of the Governance and Ethics Committee
— ensuring compliance with ethics rules and examining any questions
define the Committee’s duties as well as its working procedures.
related to ethics and situations of conflicting interests; and
They were modified in order to extend the duties of the Committee
to matters regarding compliance as well as the prevention and the — reviewing matters regarding compliance as well as the prevention
detection of corruption and influence peddling. The text of the and detection of corruption and influence peddling.
unabridged version of the rules of procedure approved by the Board
Its duties include:
of Directors on July 25, 2018, is available on TOTAL’s website under
“Our Group/Our identity/Our Governance”. — presenting recommendations to the Board of Directors for its
membership and the membership of its Committees, and the
The Governance and Ethics Committee is focused on:
qualification in terms of independence of each candidate for
— recommending to the Board of Directors persons that are qualified Directors’ positions on the Board of Directors;
to be appointed as directors, so as to guarantee the scope of
— proposing annually to the Board of Directors the list of directors
coverage of the directors’ competencies and the diversity of their
who may be considered as “independent directors”;
profiles;
— examining, for the parts within its remit, reports to be sent by the
Board of Directors to the shareholders;
Composition
As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office
As of March 13, 2019, the Compensation Committee is made up of five members, with a 100% rate of independence (1).
(1) Excluding the director representing employee shareholders, in accordance with the recommendations of the AFEP- MEDEF Code (point 8.3).
Duties — at the request of the Chairman of the Board, examining all draft
reports of the Company regarding compensation of the executive
The rules of procedure of the Compensation Committee define the
officers or any other matters within its competence.
Committee’s duties as well as its working procedures. They were
modified on July 25, 2018, in order to take account of the new social
Work of the Compensation Committee
and environmental responsibility requirements, further to the revision
of the AFEP-MEDEF Code in June 2018. The text of the unabridged In 2018, the Compensation Committee held two meetings, with
version of the rules of procedure approved by the Board of Directors 100% attendance. The Chairman and Chief Executive Officer does
on July 25, 2018, is available on TOTAL’s website under “Our not attend the Committee’s deliberations regarding his own situation.
Group/Our identity/Our Governance”.
Its work mainly focused on the following areas:
The Committee is focused on:
February 7
— examining the executive compensation policies implemented by
— determination of the variable portion of the compensation to be
the Group and the compensation of members of the Executive
paid to the Chairman and Chief Executive Officer for his
Committee;
performance in fiscal year 2017;
— evaluating the performance and recommending the compensation
— proposed compensation for the Chairman and Chief Executive
of each executive director; and
Officer (fixed and variable portion for fiscal year 2017);
— preparing reports which the Company must present in these
— examination of the commitments made by the Company to the
areas.
Chairman and Chief Executive Officer;
The Committee’s duties include:
— examining sections within its remit of the report on corporate
— examining the main objectives proposed by the Company’s General governance to shareholders;
Management regarding compensation of the Group’s executive
— proposal of principles and criteria to determine the components
officers, including stock option and restricted share grant plans
of the compensation of the Chairman and Chief Executive Officer
as well as equity-based plans, and advising on this subject;
for 2018;
— presenting recommendations and proposals to the Board of
— review of compliance with the restrictions on share transfers by
Directors concerning:
the Chairman and Chief Executive Officer; and
– compensation, pension and life insurance plans, in- kind
benefits and other compensation (including severance benefits) — review of the possibility and implementation conditions of a
for the executive directors of the Company; in particular, the performance share and/or stock option plan in 2018.
Committee proposes compensation structures that take into
March 14
account the Company’s strategic orientations, objectives and
earnings, market practices as well as one or more criteria — confirmation of the acquisition rate of performance shares under
related to social and environmental responsibility, the 2015 plan;
– stock option and restricted share grants, particularly grants
— proposal of the principles and criteria used to determine the
of restricted shares to the executive directors;
components of the compensation of the Chairman and Chief
— examining the compensation of the members of the Executive Executive Officer for 2018, in light of the guidance given by the
Committee, including stock option and restricted share grant Board at its meeting of February 7, 2018;
plans as well as equity-based plans, pension and insurance plans
— proposals regarding the 2018 performance share plan; proposal
and in-kind benefits;
regarding the grant of performance shares to the Chairman and
— preparing and presenting reports in accordance with these rules Chief Executive Officer; and
of procedure;
— examining sections within its remit of the report on corporate
— examining, for the parts within its remit, reports to be sent by the governance to shareholders.
Board of Directors or its Chairman to the shareholders;
— preparing recommendations requested at any time by the
Chairman of the Board of Directors or the General Management
of the Company regarding compensation; and
Composition
As of March 13, 2019 Independence Years of service of the Board Expiry of director’s term of office
As of March 13, 2019, the Strategy & CSR Committee is made up of six members, including four independent directors.
Once a year, the Board of Directors discusses its functioning. It also of the experience of two Chief executive officers of leading
conducts a formal assessment of its own functioning at regular companies, who joined the Board following the Shareholders’
intervals of up to three years. The evaluation is carried out under the Meeting of May 26, 2017;
supervision of the Lead Independent Director, if one has been
— independent directors’ meeting: now held at least once a year at
appointed, or under the supervision of the Governance and Ethics
the initiative of the Lead Independent Director. Meetings took
Committee, with the assistance of an outside consultant. When a
place on December 21, 2016, December 12, 2017, and
Lead Independent Director is appointed, he or she oversees this
December 12, 2018;
evaluation process and reports on it to the Board of Directors.
— secure platform to access the Board’s documents: the platform
At its meeting of March 13, 2019, the Board of Directors discussed
was put in place as of September 21, 2016, for Board meetings
its functioning. Ms. Barbizet, Lead Independent Director, managed
and as of April 24, 2017, for Audit Committee meetings, with the
this evaluation process in January and February 2019 on the basis of
establishment of a directors’ manual in June 2018;
a formal assessment carried out with the help of an outside
consultant, in the form of a detailed questionnaire. The responses — succession plan for the executive directors: the succession plan
given by the directors were then presented to the Governance and for executive directors was reviewed at the meeting of the
Ethics Committee to be reviewed and summarized. This summary Governance and Ethics Committee of February 8, 2017 and
was then discussed by the Board of Directors. This process made it February 7, 2018.
possible to confirm the quality of each director’s contribution to the
The assessment conducted in January and February 2019 highlighted
work of the Board and its Committees.
the directors’ satisfaction with the functioning of the Board of
This formal evaluation showed a positive opinion of the functioning of Directors, both in terms of form and substance, and, in particular,
the Board of Directors and the Committees. In particular, it was noted concerning freedom of expression, the quality of dialog, the collegiality
that the suggestions for improvement made by the directors in recent of decision-making as well as the relevance of subjects addressed.
years had generally been taken into account. During the Board of The directors particularly appreciated the pace and agenda of
Directors’ meetings, some of which were held at certain of the Group’s meetings, the quality of the exchanges during lunches before the
sites, special attention was paid at the start of each meeting to the meetings and during the visits to Group sites organized for them, as
review of the main points to be examined by the Board (financial well as the quality of relations with the Lead Independent Director.
statements, large-scale investment and divestment projects, etc.).
The Board of Directors made the following suggestions that could
Furthermore, the main suggestions for improving the Board made by further improve its functioning:
the directors during their January 2016, January 2017 and January
— consider alternative disruptive scenarios within the framework of
2018 self-assessments have been implemented:
the strategic consideration;
— monitoring risks at Board level: an annual presentation of the
— increase opportunities to meet the Group’s executive officers; and
Group’s risk map is now on the Board’s agenda. Presentations
were given at the Board meetings of April 26, 2016, April 26, — prepare the succession plan for key positions among the Board
2017 and April 25, 2018; of Directors.
— changes to the composition of the Board: the Governance and
Ethics Committee’s proposals to the Board of Directors met the
expectations of the Board members, particularly with the addition
4.1.5.1 Unified Management Form At the Ordinary Shareholders’ Meeting of June 1, 2018, Mr. Pouyanné’s
directorship was renewed for a period of three years, i.e., until the
Combination of the management positions end of the Shareholders’ Meeting in 2021 that will approve the
accounts of fiscal year 2020. On the proposal of the Governance
At its meeting on December 16, 2015, the Board of Directors decided
and Ethics Committee, approved by the meeting of the Board of
to reunify the positions of Chairman and Chief Executive Officer of
Directors of March 14, 2018, the latter met after the Shareholders’
TOTAL S.A. as of December 19, 2015. As a result, since that date,
Meeting and unanimously decided to renew Mr. Pouyanné’s term of
Mr. Pouyanné has held the position of Chairman and Chief Executive
office as the Chairman and Chief Executive Officer for the duration of
Officer of TOTAL S.A.
his directorship.
Following the death of TOTAL’s former Chairman and Chief Executive
At the meeting of the Board of Directors of March 14, 2018, the
Officer, Mr. de Margerie, the Board of Directors decided, at its meeting
Lead Independent Director notably reiterated that the proposal to
on October 22, 2014, to separate the functions of Chairman and
continue to combine the positions of Chairman of the Board of
Chief Executive Officer in order to best ensure the transition of the
Directors and Chief Executive Officer was made further to work done
General Management. The Board of Directors therefore appointed
by the Governance and Ethics Committee in the interests of the
Mr. Pouyanné as Chief Executive Officer for a term of office expiring
Company. In this regard, the unified Management Form was deemed
following the Annual Shareholders’ Meeting called in 2017 to approve
to be most appropriate to the Group’s organization, modus operandi
the 2016 financial statements (1), and Mr. Desmarest as Chairman of
and business, and to the specific features of the oil and gas sectors,
the Board of Directors for a term of office expiring on December 18,
particularly in light of the advantage for the Group of having a unified
2015, in accordance with the age limit set out in the bylaws. It was
management in strategic negotiations with States and the Group’s
announced that, on that date, the functions of Chairman and Chief
partners.
Executive Officer of TOTAL S.A. would be combined.
(1) The meeting of the Board of Directors of December 16, 2015, decided to extend the term of this office to the end of the Annual Shareholders’ Meeting of June 1, 2018, date of expiry of
the preceding term of office of Mr. Pouyanné as director.
Profile, experience and expertise of the members of the Executive Committee (information as of December 31, 2018)
PATRICK POUYANNÉ
Directorships and functions held at any company during the 2018 fiscal year
ARNAUD BREUILLAC
PATRICK DE LA CHEVARDIÈRE
BERNARD PINATEL
Directorships and functions held at any company during the 2018 fiscal year
PHILIPPE SAUQUET
Directorships and functions held at any company during the 2018 fiscal year
NAMITA SHAH
As of December 31, 2018, based on statements by the concerned By decision of the Board of Directors:
persons and the share register listing registered shares, all of the
— Executive directors are required to hold a number of TOTAL
members of the Board of Directors and the Group’s executive
officers (2) held less than 0.5% of the share capital:
shares equal in value to two years of the fixed portion of their 4
annual compensation; and
— members of the Board of Directors (3): 144,244 shares and
— members of the Executive Committee are required to hold a
11,982.73 units of the collective investment fund (“FCPE”)
number of TOTAL shares equal in value to two years of the fixed
invested in TOTAL shares;
portion of their annual compensation. These shares must be
— Chairman and Chief Executive Officer: 127,617 shares and acquired within three years of their appointment to the Executive
8,931.37 units of the FCPE invested in TOTAL shares; Committee.
— members of the Executive Committee (4): 429,674 shares and The number of TOTAL shares to be considered is comprised of
42,822.23 units of the collective investment fund (“FCPE”) TOTAL shares and units of the FCPE invested in TOTAL shares.
invested in TOTAL shares;
— executive officers (2): 678,534 shares and 75,514.57 units of the
collective investment fund (“FCPE”) invested in TOTAL shares.
Summary of transactions in the Company’s securities (Article L. 621-18-2 of the French Monetary and Financial Code)
The following table presents transactions, of which the Company has been informed, in the Company’s shares or related financial instruments
carried out in 2018 by the individuals referred to in paragraphs a), b) (1) and c) of Article L. 621-18-2 of the French Monetary and Financial Code:
(a) Including related parties within the meaning of the provisions of Article R. 621-43-1 of the French Monetary and Financial Code.
(b) FCPE primarily invested in TOTAL shares.
(1) The individuals referred to in paragraph b) of Article L. 621-18-2 of the French Monetary and Financial Code include the members of the Executive Committee.
In recent years, the Company’s practices have evolved in two areas Second, concerning the recommendation made in the AFEP-MEDEF
concerning the recommendations made in the AFEP-MEDEF Code. Code concerning the composition of the Compensation Committee
that one “employee director should be a member”, the Board of
First, a meeting of directors not attended by the executive directors
Directors approved on February 8, 2017, the proposal of the
has been held annually since 2017. The recommendation made in
Governance and Ethics Committee to appoint Ms. Renata Perycz as
the AFEP-MEDEF Code (point 10.3) stating that “It is recommended
a member of the Compensation Committee as of the Shareholder
that a meeting not attended by the executive officers be organized
Meeting of May 26, 2017. Ms. Perycz, thanks to the nature of her
each year” is thus followed.
salaried duties in the Group, brings in particular to the Compensation
Committee her experience in Human Resources.
Aggregate amount of directors’ fees — a fixed annual portion of €20,000 per director (1);
The conditions applicable to Board members’ compensation are — a fixed annual portion (1) of €30,000 for the Chairman of the Audit
defined by the Board of Directors on the proposal of the Governance Committee (2);
and Ethics Committee, subject to the aggregate maximum amount
— a fixed annual portion (1) of €25,000 for the Audit Committee
of directors’ fees authorized by the Annual Shareholders’ Meeting of
members (2);
May 17, 2013, and set at €1.4 million per fiscal year.
— a fixed annual portion (1) of €25,000 for the Chairman of the
In 2018, the aggregate amount of directors’ fees due to the members
Governance and Ethics Committee and for the Chairman of the
of the Board of Directors (12 directors on December 31, 2018) was
Compensation Committee (2);
€1.4 million.
— an additional fixed annual portion (1) of €30,000 for the Lead
Rules for allocating directors’ fees Independent Director (beyond amounts above);
The directors’ fees for fiscal year 2018 are allocated according to a — an amount of €7,500 per director for each Board of Directors’
formula comprised of fixed compensation and variable compensation meeting actually attended (in view of the additional workload of
based on fixed amounts per meeting, which makes it possible to the Board);
take into account each director’s actual attendance at the meetings
— an amount of €3,500 per director for each Governance and
of the Board of Directors and its Committees, subject to the
Ethics Committee, Compensation Committee or Strategy and
conditions below:
CSR Committee meeting actually attended;
(1) Calculated on a pro rata basis, in the event of change in the course of the year.
(2) To be substituted to the €20,000 fixed annual portion per director. In case of accumulation of the functions of director and/or Audit Committee member and/or Chairman of a Committee
(Audit, Governance and Ethics, Compensation), the difference between the fixed annual portion per director and the fixed annual portion of the other functions is added.
— an amount of €7,000 per director for each Audit Committee equal to the amount of €1.4 million authorized by the Shareholders’
meeting actually attended; and Meeting.
— a premium of €4,000 for travel from outside France to attend a The table below presents the total compensation and including
Board of Directors’ or Committee meeting. in-kind benefits due and paid during the previous two fiscal years
to each executive and non-executive director in duties during the
The Chairman and Chief Executive Officer does not receive directors’
fiscal year.
fees for his work on the Board and Committees of TOTAL S.A.
Ms. Christine Renaud, the director representing employees since
The total amount paid to each director is determined after taking into
May 26, 2017, participates in the internal defined contribution pension
consideration the director’s actual presence at each Board of Directors’
plan applicable to all TOTAL S.A. employees, known as RECOSUP
or Committee meeting and, if appropriate, after prorating the amount
(Régime collectif et obligatoire de retraite supplémentaire à cotisations
set for each director such that the overall amount paid remains within
définies), governed by Article L. 242-1 of the French Social Security
the maximum limit set by the Shareholders’ Meeting. Directors’ fees
Code. The Company’s commitment is limited to its share of the
for each fiscal year are paid following a decision by the Board of
contribution paid to the insurance company that manages the plan.
Directors, on the proposal of the Governance and Ethics Committee,
For fiscal year 2018, this pension plan represented a booked expense
at the beginning of the following fiscal year.
to TOTAL S.A. in favor of Ms. Renaud of €647.
The director representing employee shareholders and the director
During the past two years, the directors currently in office have not
representing employees receive directors’ fees according to the same
received any compensation or in-kind benefits from TOTAL S.A. or
terms and conditions as any other director.
from its controlled companies other than those mentioned in the
In view of the number of Board and Committee meetings held in table below.
fiscal year 2018, the above allocation rules produced an amount of
Moreover, there is no service contract between a director and
€1,610,000, which is higher than the cap voted by the Shareholders’
TOTAL S.A. or any of its controlled companies that provides for the
Meeting of May 17, 2013. Consequently, this amount was prorated,
grant of benefits under such a contract.
in application of the decision of the Board of Directors’ decision of
February 9, 2012, so that the amount paid to the directors was at most
Gross amount (€) Amounts due Amounts paid Amounts due Amounts paid
(a) For detailed information concerning compensation, refer to the summary tables presented in point 4.2.3 of this chapter.
(b) Director since May 26, 2017.
(c) Director representing employees since May 26, 2017. Ms. Renaud chose to pay, for the entire term of her directorship, all her directors’ fees to her trade union membership organizations.
(d) In 2018, the directors who left the Board of Directors following the Shareholders’ Meeting on May 26, 2017, received the amounts shown below for the fiscal year 2017: Mr. Desmarais,
Jr. and Ms. Kux respectively received amounts of €17,000 and €39,500 in directors’ fees; Mr. Blanc, director representing employees, received an amount of €31,500 in directors’ fees,
and an amount of €77,997 for the exercise of his salaried duties in the Group.
4.3.2.1 Compensation of Mr. Patrick Pouyanné The payment to the Chairman and Chief Executive Officer of the
for fiscal year 2018 variable component for fiscal year 2018 is conditional on the approval
of the Ordinary Shareholders’ Meeting on May 29, 2019, of the
This report by the Board of Directors, on the proposal of the
compensation components of the Chairman and Chief Executive
Compensation Committee, and in application of Article L. 225-37-3 of
Officer, under the conditions stipulated in Articles L. 225- 37-2,
the French Commercial Code, presents the total compensation and
L. 225-100, and R. 225-29-1 of the French Commercial Code (decree
benefits of all kinds, paid to the Chairman and Chief Executive Officer
No. 2017-340 of March 16, 2017, applicable since March 18, 2017).
in the fiscal year 2018 (1). It makes the distinction between the fixed,
variable and extraordinary components of the total compensation The Ordinary Shareholders’ Meeting on May 29, 2019 will be called
and benefits, as well as the criteria used to calculate them or the on to approve the fixed and variable components of the total
circumstances due to which they were attributed. This report also compensation and the benefits of any kind paid or attributed to the
mentions all the commitments of all kinds made by the Company in Chairman and Chief Executive Officer for the fiscal year 2018, in
favor of the Chairman and Chief Executive Officer corresponding application of Article L. 225-100 of the French Commercial Code.
to the components of compensation, indemnities or benefits due or
likely to be due upon acceptance, termination or change in duties or
after the discharge thereof, in particular pension commitments and
other annuities.
(1) Including attributions in the form of stock, securities or rights giving accès to the company’s share capital or rights to the attribution of securities of the Company or of the companies
mentioned in Articles L. 228-13 and L. 228-93 of the French commercial Code.
Patrick Pouyanné
Chairman and Chief Executive Officer
Fixed compensation 1,400,000 1,400,000 1,400,000 1,400,000
Annual variable compensation 2,400,300 2,339,400 1,725,900 2,400,300
Multi-year variable compensation - - - -
Extraordinary compensation - - - -
Directors’ fees - - - -
In-kind benefits (b) 67,976 67,976 69,232 69,232
TOTAL 3,868,276 3,807,376 3,195,132 3,869,532
Summary of the compensation, options and shares granted to the Chairman and Chief Executive Officer
(AMF position-recommendation No. 2009-16 – AMF Table No. 1)
(in €, except the number of shares) Fiscal year 2017 Fiscal year 2018
Patrick Pouyanné
Chairman and Chief Executive Officer
Compensation due for the fiscal year (details in AMF Table No. 2 above) 3,868,276 3,195,132
Valuation of multi-year variable compensation paid during the fiscal year - -
Accounting valuation of the options granted during the fiscal year - -
Accounting valuation of the performance shares granted during the fiscal year (a) 2,134,200 2,607,840
Number of performance shares granted during the fiscal year 60,000 72,000
TOTAL 6,002,476 5,802,972
Note: The valuations of the options and performance shares correspond to a valuation performed in accordance with IFRS 2 (see Note 9 to the Consolidated Financial Statements) and not
to any compensation actually received during the fiscal year. Entitlement to performance shares is subject to the fulfillment of performance conditions assessed over a three-year period.
(a) For detailed information, refer to AMF Table No. 6 below. The valuation of the shares was calculated on the grant date (see Note 9 to the Consolidated Financial Statements).
(a) Payment subject to a performance condition under the terms approved by the Board of Directors on March 14, 2018. Details of these commitments are provided below. The retirement
benefit cannot be combined with the severance benefit.
Amount or
Components accounting valuation
of compensation submitted for vote Presentation
Components of total compensation paid or granted for fiscal year 2018
Fixed €1,400,000 The fixed compensation due to Mr. Pouyanné for his duties as Chairman and Chief
compensation (amount paid in 2018) Executive Officer for fiscal year 2018 was €1,400,000 (unchanged from fiscal year 2017).
Annual variable €1,725,900 The variable portion of Mr. Pouyanné’s compensation for his duties as Chairman and
compensation (amount to be paid Chief Executive Officer for fiscal year 2018 has been set at €1,725,900, corresponding
in 2019) to 123.28% (of a maximum of 180%) of his fixed annual compensation based on
results of the economic parameters and the evaluation of his personal contribution.
At its meeting on March 13, 2019, the Board of Directors reviewed the level of
achievement of the economic parameters based on the quantifiable targets set by the
Board of Directors at its meeting on March 14, 2018. The Board of Directors also
assessed the Chairman and Chief Executive Officer’s personal contribution on the basis
of the four target criteria set during its meeting on March 14, 2018, to qualitatively
assess his management.
Annual variable compensation due for fiscal year 2018
(expressed as a percentage of the base salary)
Maximum Percentage
percentage allocated
The Board of Directors assessed achievement of the targets set for the economic
parameters as follows:
— The safety criterion was assessed for a maximum of 20% of the base salary through
(i) the achievement of the annual TRIR (Total Recordable Injury Rate) target, (ii) the
number of accidental deaths per million hours worked, FIR (Fatality Incident Rate)
compared to those of the four large competitor oil companies (ExxonMobil, Royal Dutch
Shell, BP and Chevron), as well as (iii) through change in the Tier 1 + Tier 2 indicator (2).
These three sub-criteria were assessed based on the elements set out in the 2018
compensation policy for the Chairman and Chief Executive Officer, as approved by
the Shareholders’ Meeting of June 1, 2018, and providing that:
– the maximum weighting of the TRIR criterion is 12% of the base salary. The
maximum weighting is reached if the TRIR is less than 0.9; the weighting of the
criterion is zero if the TRIR is greater than or equal to 1.5. The interpolations are
linear between these points of reference,
– the maximum weighting of the FIR criterion is 4% of the base salary. The maximum
weighting is reached if the FIR is the best of the majors’ panel ; it is zero if the FIR is
the worst of the panel. The interpolations are linear between these points of reference,
– the maximum weighting of the Tier 1 + Tier 2 criterion is 4% of the base salary.
The maximum weighting is reached if the number of incidents is less than 100, it is
zero if the number of incidents is greater than 200. The interpolations are linear
between these points of reference.
Amount or
Components accounting valuation
of compensation submitted for vote Presentation
Concerning the 2018 fiscal year, the following elements were noted:
– the TRIR was 0.91, which is above the target of 0.9. The result of this criterion
was thus set at 11.80%;
– the FIR rate is 0.88, the last of the majors’ panel. The result of this criterion was
thus fixed at 0%;
– the number of Tier 1 + Tier 2 incidents was 103, which is above the target of 100.
The result of this criterion was set at 3.88%.
The result of the criterion related to the safety performance was thus set at 15.68%.
— The return on equity (ROE) criterion (1), was assessed for a maximum of 30% of the
base salary, based on the elements set out in the 2018 compensation policy of the
Chairman and Chief Executive Officer, as approved by the Shareholders’ Meeting of
June 1, 2018, and providing that:
– the maximum weighting of the criterion is reached if the ROE is greater than or
equal to 13%,
– the weighting of the criterion is zero if the ROE is less than or equal to 6%,
– the weighting of the criterion is at 50% of the maximum, i.e., 15%, for an ROE of 8%,
– the interpolations are linear between these three points of reference.
The Board of Directors noted that the ROE for fiscal year 2018 was 12.2%, i.e., higher
than the target announced by the Group to the shareholders but below the limit of
13% corresponding to the maximum weighting. The result of this criterion was thus
set at 27.6%.
— The net-debt-to-equity ratio criterion (net debt/shareholders’ equity + net debt
before IFRS 16 impact), was assessed for a maximum of 40% of the base salary,
based on the elements set out in the compensation policy of the Chairman and
Chief Executive Officer for 2018, as approved by the Shareholders’ Meeting of June
1, 2018 and providing that:
– the maximum weighting of the criterion is reached for a net debt-to-equity ratio
equal to or less than 20%,
– the weighting of the criterion is zero for a net-debt-to-equity ratio equal to or
greater than 30%,
– the interpolations are linear between these two points of reference.
The Board of Directors noted that the net-debt-to-equity ratio at 2018 year-end was
15.5%, i.e., below 20%. The target to maintain a net-debt-to-equity ratio below
20% being fully reached, the result of this criterion was set to its maximum at 40%.
— The criterion related to the change in the Group’s adjusted net income (ANI)
was assessed by comparison with those of the four large oil companies on the
basis of estimates calculated by a group of leading financial analysts (2), based on
the elements set out in the compensation policy of the Chairman and Chief Executive
Officer for 2018, as approved by the Shareholders’ Meeting of June 1, 2018 and
providing that:
– the comparison is made on the average three-year progress of the ANI (a sliding
three-year average of the ANI for each of the four companies in the panel applies,
and the arithmetical average of these four averages is then calculated and
compared with the changes in TOTAL’s ANI),
– if the Group does better than the value observed for the panel, plus 12%,
the weighting of the criterion is equal to the maximum of 50% of the base salary,
– the weighting of the criterion is 60% of this maximum if the performance of
the Group is identical to that of the panel,
– the weighting of the criterion is zero if the performance of the Group is identical
to that of the panel, minus 12%,
– the interpolations are linear between these points of reference.
The Board of Directors noted with regret that, whereas the income of the Group
reached a higher level in 2018 with the price of oil at $71/b compared to 2014 with
the price of oil at $99/b, this criterion presents an anomalous result: due to their
very strong counter-performance in 2016 and 2017, two companies of the panel
saw a strong growth of their relative performance in 2018 compared to 2017 in view
of the evolution of the price of crude oil. As a result, the Group’s performance was
below than that of the panel minus 12% and the result of this criterion was 0%.
(1) The Group evaluates ROE as the ratio of adjusted consolidated net income to average adjusted shareholders’ equity between the beginning and the end of the period. Adjusted
shareholders’ equity for fiscal year 2018 is calculated after payment of a dividend of €2.56 per share, subject to approval by the Shareholders’ Meeting on May 29, 2019. The ROE was
10.15% in 2017.
(2) Adjusted results are defined as income at replacement cost, excluding non-recurring items and the impact of fair value changes. The annual ANI of each peer used for the calculation is
determined by taking the average of the ANIs published by a panel of six financial analysts: UBS, Crédit Suisse, Barclays, Bank of America Merrill Lynch, JP Morgan and Deutsche Bank.
If any of these analysts is unable to publish the results of one or more peers for a given year, it will be replaced, for the year and for the peer(s) in question, in the order listed, by an analyst
included in the following additional list: Jefferies, HSBC, Société Générale, Goldman Sachs and Citi. The ANIs used will be set according to these analysts’ last publications two business
days after the publication of the press release announcing the “fourth quarter and annual results” of the last peer.
Regarding the Chairman and Chief Executive Officer’s personal contribution, the Board
of Directors determined that the targets set were largely achieved in fiscal year 2018,
particularly those related to:
— Steering of the strategy and successful strategic negotiations with producing countries,
and achievement of production and reserve targets, for a maximum of 15%:
The Board of Directors has set the result of this criterion at its maximum because of
the success in the Group’s strategic negotiations with the producing countries and
the achievement of the production and reserve objectives. The Board noted in
particular:
– the finalization by Petrobras and TOTAL of the transfer of participation of the
Lapa and Iara concessions in Brazil,
– the finalization of the acquisition and integration of Mærsk Oil,
– the extension of two offshore concessions in the United Arab Emirates in
partnership with ADNOC,
– the start of Kaombo Norte in Angola, the start of Egina in Nigeria, the gas
discovery at Glendronach in the United Kingdom,
– the start of the 3rd Yamal LNG train, the departure of the first Ichthys LNG cargo
ship in Australia,
– the discovery of Ballymore in the deep waters of Mexico.
The Board of Directors also noted an increase in hydrocarbon production in 2018 of
8.17% compared to 2017 and the rate of renewal of reserves recorded at December
31, 2018 which is established (with an average price passing from $54.36/b in 4
2017 to $71.43/b in 2018) to + 157%.
— Performance and outlook with respect to Downstream activities (Refining &
Chemicals/Marketing & Services) and the Group’s gas-electricity-renewables growth
strategy for a maximum of 10%:
The Board of Directors set the result of this criterion to its maximum, i.e., 10%
because of the success in development of the activities. The Board noted in
particular:
– the launch of the construction of the steam cracker in Port Arthur,
– the opening of the first Total service station in Mexico in the framework of the
agreement signed with Gasored,
– the acquisition of Grupo Zema in Brazil,
– the finalization of the acquisition of Engie’s LNG business,
– the acquisition of Direct Énergie,
– the association of TOTAL and Saudi Aramco to build a petrochemical complex
in Jubail,
– the association of TOTAL and Adani Group to develop a multi-energy offer in India,
– the association of TOTAL and Sonatrach to launch studies for a petrochemical
project in Algeria,
– the start of the biosourced and recyclable plastic plant in Thailand.
— CSR performance, notably taking into account the climate into the Group’s Strategy,
the Group’s reputation in the domain of Corporate Social Responsibility as well as
the policy concerning all aspects of diversity, for a maximum of 15%:
The Board of Directors has set the result of this criterion at its maximum i.e. 15%
because of the success in the actions realized in 2018 in the following fields:
– Concerning the Group’s reputation in the field of societal policy:
- the recognition of TOTAL as a Lead Company of the United Nations Global
Compact,
- TOTAL’s membership as a founding member of the UNGC Ocean Platform,
- the Group’s commitment, in partnership with BP, Equinor and Shell, to adopt a
collaborative approach to suppliers’ assessments of respect for human rights,
- the revision of the Group Code of Conduct,
- the Group’s commitment to the Total Foundation program supported by the
Fondation d’entreprise, with significant partnerships and the launch of Action!
Global Solidarity Program which allows all Group employees to take up to
three days on working time for the benefit of associations.
– Regarding non-financial rating agencies:
- maintaining TOTAL in the Dow Jones Sustainability Indexes – DJSI World and
Europe indices,
- maintaining TOTAL in the FTSE4Good index (“footsie for good”) – London Stock
Exchange,
- the retention of TOTAL’s A rating with the MSCI non-financial rating agency
(on a scale from AAA to C).
Amount or
Components accounting valuation
of compensation submitted for vote Presentation
- the retention of the B- rating of TOTAL with the non-financial rating agency
ISS-oekom (on a scale from A + to D-) and its “Prime” status (value recommended
to socially responsible investors),
- TOTAL’s ranking in the Corporate Human Rights Benchmark (9th in the extractive
sector – 4th Oil & Gas company, behind ENI, Shell and BP).
– Taking climate into account in the Group’s strategy:
- the announcement of an ambition to reduce the carbon intensity of energy
products used by its customers by 15% by 2030,
- the announcement of a target to reduce methane emissions with an intensity of
less than 0.20 in 2025,
- the continued development on the integrated low carbon electricity chain:
acquisition of Direct Énergie in France and Clean Energy Fuels Corp. in the
United States, and of 4 natural gas combined cycle plants (CCGT).
– Diversity policy:
- TOTAL’s ranking in the top 10 of the Corporate Women Directors International
Report (CWDI) in terms of diversity,
- the commitment of the Group in the fight against sexism STOPE (“Stop au
sexisme dit Ordinaire dans l’Entreprise”),
- the achievement of the objectives set at the end of 2010 regarding the
percentage of women and internationals individuals on the Management
Committees,
- the development of mentoring for women,
- the Group’s support for the professional integration of young people:
- alternates: Plan France “5,000 alternating” corresponding to 5% of the French
workforce per year and spread over the 2016-2018 period;
- 3% of hirings in 2018 are hiring from disadvantaged areas,
- 1st year of High School internships: 50% of internships for High School (first
year) in the Paris region are dedicated to disadvantaged young people,
- creation and implementation of a learning path in partnership with “Create
Your Future” and “United Way – L’Alliance”.
- the Group’s action in the area of disability, particularly with the signing of the
ILO’s Corporate & Disability Charter and the launch of the Group’s International
Disability initiative (roll-out to 40 first voluntary subsidiaries).
Being that all the objectives were considered as largely met by the Board, the personal
contribution of the Chairman and Chief Executive Officer was thus determined at its
maximum, i.e., 40% of the fixed compensation.
Multi-year or n/a The Board of Directors has not granted any multi-year or deferred variable compensation.
deferred variable
compensation
Extraordinary n/a The Board of Directors has not granted any extraordinary compensation.
compensation
Directors’ fees n/a Mr. Pouyanné does not receive directors’ fees for his duties at TOTAL S.A. or at the
companies it controls.
Stock options, €2,607,840 (1) On March 14, 2018, Mr. Pouyanné was granted 72,000 existing shares of the Company
performance (accounting valuation) (corresponding to 0.0028% of the share capital (2)) pursuant to the authorization of the
shares (and all Company’s Combined Shareholders’ Meeting of May 24, 2016 (twenty-fourth resolution)
other forms subject to the conditions set out below. These shares were granted under a broader
of long-term share plan approved by the Board of Directors on March 14, 2018, relating to 0.24% of
compensation) the share capital in favor of more than 10,000 beneficiaries. The definitive grant of all the
shares is subject to the beneficiary’s continued presence within the Group during the
vesting period and to performance conditions as described below. The definitive number
of shares granted will be based on the comparative TSR (Total Shareholder Return) and
the annual variation in net cash flow per share for fiscal years 2018 to 2020, applied as
follows:
— the Company will be ranked against its peers (ExxonMobil, Royal Dutch Shell, BP
and Chevron) each year during the three vesting years (2018, 2019 and 2020),
based on the TSR criterion of the last quarter of the year in question, the dividend
being considered reinvested based on the closing price on the ex-dividend date.
— the Company will be ranked each year against its peers (ExxonMobil, Royal Dutch
Shell, BP and Chevron) during the three vesting years (2018, 2019 and 2020) using
the annual variation in net cash flow per share criterion expressed in dollar.
(1) The valuation of the shares was calculated on the grant date (see Note 9 to the Consolidated Financial Statements).
(2) Based on a share capital made up of 2,536,236,019 shares on the grant date.
Based on the ranking, a grant rate will be determined for each year: 1st: 180% of the
grant; 2nd: 130% of the grant; 3rd: 80% of the grant; 4th and 5th: 0%. For each of the
criteria, the average of the three grant rates obtained (for each of the three fiscal years
for which the performance conditions are assessed) will be rounded to the nearest
0.1 whole percent (0.05% being rounded to 0.1%) and capped at 100%. Each criterion
will have a weight of 50% in the definitive grant rate. The definitive grant rate will be
rounded to the nearest 0.1 whole percent (0.05% being rounded to 0.1%). The number
of shares definitively granted, after confirmation of the performance conditions, will be
rounded to the nearest whole number of shares in case of a fractional lot.
In application of Article L. 225-197-1 of the French Commercial Code, Mr. Pouyanné
will, until the end of his term, be required to retain in the form of registered shares, 50%
of the gains on the granted shares net of tax and national insurance contributions
related to the shares granted in 2018. When Mr. Pouyanné holds (1) a volume of shares
representing five times the fixed portion of his gross annual compensation, this
percentage will be equal to 10%. If this condition is no longer met, the above-mentioned
50% holding requirement will again apply.
In addition, the Board of Directors has noted that, pursuant to the Board’s Rules of
Procedure applicable to all directors, the Chairman and Chief Executive Officer is not
allowed to hedge the shares of the Company or any related financial instruments and
has taken note of Mr. Pouyanné’s commitment to abstain from such hedging operations
with regard to the performance shares granted.
The grant of performance shares to Mr. Pouyanné is subject to the same requirements
applicable to the other beneficiaries of the performance share plan as approved by the
4
Board at its meeting on March 14, 2018. In particular, these provisions stipulate that the
shares definitively granted at the end of the three- year vesting period will, after
confirmation of fulfillment of the presence and performance conditions, be automatically
recorded as pure registered shares on the start date of the two-year holding period and
will remain non-transferable and unavailable until the end of the holding period.
Payment for n/a Mr. Pouyanné was not granted any payment for assuming his position.
assuming a
position
Components of total compensation paid or granted for fiscal year 2018 subject to a vote by the Annual Shareholders’ Meeting as per the
procedure regarding regulated agreements and undertakings
Valuation of €69,232 The Chairman and Chief Executive Officer is entitled to a company vehicle.
in-kind benefits (accounting valuation)
He is covered by the following life insurance plans provided by various life insurance
companies:
— An “incapacity, disability, life insurance” plan applicable to all employees, partly paid for
by the Company, that provides for two options in case of death of a married employee:
either the payment of a lump sum equal to 5 times the annual compensation up to
16 times the PASS, corresponding to a maximum of €3,241,920 in 2019, plus an
additional amount if there is a dependent child or children, or the payment of a lump
sum equal to three times the annual compensation up to 16 times the PASS, plus a
survivor’s pension and education allowance;
— A second “disability and life insurance” plan, fully paid by the Company, applicable
to executive officers and senior executives whose annual gross compensation is
more than 16 times the PASS. This contract, signed on October 17, 2002, amended
on January 28 and December 16, 2015, guarantees the beneficiary the payment of
a lump sum, in case of death, equal to two years of compensation (defined as the
gross annual fixed reference compensation (base France), which corresponds to
12 times the monthly gross fixed compensation paid during the month prior to death
or sick leave, to which is added the highest amount in absolute value of the variable
portion received during one of the five previous years of activity), which is increased
to three years in case of accidental death and, in case of accidental permanent
disability, a lump sum proportional to the degree of disability. Death benefits are
increased by 15% for each dependent child. Payments due under this contract are
made after the deduction of any amount paid under the above-mentioned plan
applicable to all employees.
The Chairman and Chief Executive Officer also benefits from the health care plan
applicable to all employees.
(1) In the form of shares or units of mutual funds invested in shares of the Company.
Amount or
Components accounting valuation
of compensation submitted for vote Presentation
Severance None The Chairman and Chief Executive Officer is entitled to a benefit equal to two years of
benefit his gross compensation in the event of a forced departure related to a change of control
or strategy. The calculation is based on the gross compensation (fixed and variable) of
the 12 months preceding the date of termination or non-renewal of his term of office.
The severance benefit will only be paid in the event of a forced departure related to a
change of control or strategy. It will not be due in case of gross negligence or willful
misconduct or if the Chairman and Chief Executive Officer leaves the Company of his
own volition, accepts new responsibilities within the Group or may claim full retirement
benefits within a short time period.
These undertakings were subject to the procedure for regulated agreements, as provided
for by Article L. 225-38 of the French Commercial Code. They were approved by the
Annual Shareholders’ Meeting held on June 1, 2018.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, receipt
of this severance benefit is contingent upon a performance-related condition applicable
to the beneficiary, which is deemed to be fulfilled if at least two of the following criteria
are met:
— the average ROE (return on equity) for the three years preceding the year in which
the Chairman and Chief Executive Officer leaves is at least 10%;
— the average net-debt-to-equity ratio for the three years preceding the year in which
the Chairman and Chief Executive Officer leaves is less than or equal to 30%; and
— growth in TOTAL’s oil and gas production is greater than or equal to the average
growth rate of four oil companies (ExxonMobil, Royal Dutch Shell, BP and Chevron)
during the three years preceding the year in which the Chairman and Chief Executive
Officer leaves.
Retirement None The Chairman and Chief Executive Officer is entitled to a retirement benefit equal to
benefit those available to eligible members of the Group under the French National Collective
Bargaining Agreement for the Petroleum Industry. This benefit is equal to 25% of the
fixed and variable annual compensation received during the 12 months preceding
retirement.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code,
receipt of this retirement benefit is contingent upon a performance-related condition
applicable to the beneficiary, which is deemed to be fulfilled if at least two of the following
criteria are met:
— the average ROE (return on equity) for the three years preceding the year in which
the Chairman and Chief Executive Officer retires is at least 10%;
— the average net-debt-to-equity ratio for the three years preceding the year in which
the Chairman and Chief Executive Officer retires is less than or equal to 30%;
— growth in TOTAL’s oil and gas production is greater than or equal to the average
growth rate of four oil companies (ExxonMobil, Royal Dutch Shell, BP and Chevron)
during the three years preceding the year in which the Chairman and Chief Executive
Officer retires.
The retirement benefit cannot be combined with the severance benefit described above.
Non-compete n/a Mr. Pouyanné has not received any non-compete compensation.
compensation
Supplementary None Pursuant to applicable legislation, the Chairman and Chief Executive Officer is eligible
pension plan for the basic French Social Security pension and for pension benefits under the ARRCO
and AGIRC supplementary pension plans.
He also participates in the internal defined contribution pension plan applicable to all
TOTAL S.A. employees, known as RECOSUP (Régime collectif et obligatoire de retraite
supplémentaire à cotisations définies), covered by Article L. 242-1 of the French Social
Security Code. The Company’s commitment is limited to its share of the contribution
paid to the insurance company that manages the plan. For fiscal year 2018, this pension
plan represented a booked expense to TOTAL S.A. in favor of the Chairman and Chief
Executive Officer of €2,384.
The Chairman and Chief Executive Officer also participates in a supplementary defined
benefit pension plan, covered by Article L. 137-11 of the French Social Security Code,
set up and financed by the Company and approved by the Board of Directors on March
13, 2001, for which management is outsourced to two insurance companies effective
January 1, 2012. This plan applies to all TOTAL S.A. employees whose compensation
exceeds eight times the annual ceiling for calculating French Social Security contributions
(PASS), set at €39,732 for 2018 (i.e., €317,856), and above which there is no conventional
pension plan.
To be eligible for this supplementary pension plan, participants must have served for at
least five years, be at least 60 years old and exercised his or her rights to retirement
from the French Social Security. The benefits under this plan are subject to a presence
condition under which the beneficiary must still be employed at the time of retirement.
However, the presence condition does not apply if a beneficiary aged 55 or older leaves
the Company at the Company’s initiative or in case of disability.
The length of service acquired by Mr. Pouyanné as a result of his previous salaried
duties held at the Group since January 1, 1997, has been maintained for the benefit of
this plan.
The compensation taken into account to calculate the supplementary pension is the
average gross annual compensation (fixed and variable portion) over the last three years.
This pension plan provides a pension for its beneficiaries equal to 1.8% of the portion
of the compensation falling between 8 and 40 times the PASS and 1% for the portion of
the compensation falling between 40 and 60 times the PASS, multiplied by the number
of years of service up to a maximum of 20 years.
The sum of the annual supplementary pension plan benefits and other pension plan
benefits (other than those set up individually and on a voluntary basis) may not exceed
45% of the average gross compensation (fixed and variable portion) over the last
three years. In the event that this percentage is exceeded, the supplementary pension is
reduced accordingly. The amount of the supplementary pension determined in this way
is indexed to the ARRCO pension point.
The supplementary pension includes a clause whereby 60% of the amount will be paid 4
to beneficiaries in the event of death after retirement.
To ensure that the acquisition of additional pension rights under this defined-benefit
pension plan is subject to performance conditions to be defined pursuant to the
provisions of Article L. 225-42-1 of the French Commercial Code amended by law
No. 2015-990 of August 6, 2015, at the meeting on December 16, 2015, the Board of
Directors noted the existence of the Chief Executive Officer’s pension rights under
the above-mentioned pension plan, immediately before his appointment as Chairman,
for the period from January 1, 1997, to December 18, 2015.
The conditional rights granted for the period from January 1, 1997, to December 18, 2015
(inclusive), acquired without performance condition, correspond to a replacement rate
equal to 34.14% for the portion of the base compensation falling between 8 and 40 times
the PASS and a replacement rate of 18.96% for the portion of the base compensation
falling between 40 and 60 times the PASS.
The conditional rights granted for the period from December 19, 2015, to December
31, 2016, are subject to the performance condition described below and correspond to
a replacement rate equal to 1.86% for the portion of the base compensation falling between
8 and 40 times the PASS and a replacement rate equal to 1.04% for the portion of the
base compensation falling between 40 and 60 times the PASS.
These undertakings regarding the supplementary pension plan were subject to the
procedure for regulated agreements, as per Article L. 225-38 of the French Commercial
Code, and they were approved by the Company’s Annual Shareholders’ Meeting on
May 24, 2016.
Pursuant to the provisions of Article L. 225-42-1 of the French Commercial Code, the
acquisition of these conditional rights for the period from December 19, 2015, to
December 31, 2016, was submitted by the Board of Directors meeting on December 16,
2015, to a condition related to the beneficiary’s performance, to be considered as
fulfilled if the variable portion of the Chairman and Chief Executive Officer’s compensation
paid in 2017 for fiscal year 2016 reached 100% of the base salary due for fiscal year
2016. In the event the variable portion had not reached 100% of his base salary, the
rights would have been on a pro rata basis.
On February 8, 2017, the meeting of the Board of Directors noted that the specified
performance condition was fully met and therefore confirmed the acquisition by
Mr. Pouyanné of additional pension rights for the period from December 19, 2015,
to December 31, 2016.
In addition, the Board noted that Mr. Pouyanné can no longer acquire additional pension
rights under this plan given the rules for determining pension rights set out in the plan
and the 20 years of service of Mr. Pouyanné as of December 31, 2016.
The conditional rights granted to Mr. Patrick Pouyanné for the period from January 1,
1997, to December 31, 2016 (inclusive), are now equal to a reference rate of 36% for the
portion of the base compensation falling between 8 and 40 times the PASS and 20%
for the portion of the base compensation falling between 40 and 60 times the PASS.
Amount or
Components accounting valuation
of compensation submitted for vote Presentation
Approval by the - The commitments made to the Chairman and Chief Executive Officer regarding the pension
Shareholders’ and insurance plans, the retirement benefit and the severance benefit (in the event of
Meeting forced departure related to a change of control or strategy) were authorized by the
Board of Directors on March 14, 2018, and approved by the Shareholders’ Meeting on
June 1, 2018.
Draft resolution prepared by the Board of Directors in accordance with Article L. 225-100 of the French Commercial Code
submitted to the Ordinary Shareholders’ Meeting of May 29, 2019
Approval of the fixed and variable components of the total compensation and the in-kind benefits paid or granted to
the Chairman and Chief Executive Officer for the fiscal year ended December 31, 2018
Voting under the conditions of quorum and majority required for the Chairman and Chief Executive Officer for the fiscal year
Ordinary Shareholders’ Meetings and in accordance with the ended December 31, 2018, as presented in the report on
provisions of Article L. 225-100 of the French Commercial Code, corporate governance, covered by Article L. 225-37 of the
the shareholders approve the fixed and variable components French Commercial Code and in the 2018 Registration Document
of the total compensation and in-kind benefits paid or granted to (chapter 4, point 4.3.2.1).
(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.
€3,000,000
€2,500,000
€1,000,000
Performance shares
(accounting valuation)
€500,000
In-kind benefits
(accounting valuation)
€0
4.3.2.2 Principles and criteria for the determination, breakdown and allocation of the fixed, variable
and extraordinary components of the total compensation (including in-kind benefits) attributable
to the Chairman and Chief Executive Officer (Article L. 225-37-2 of the French Commercial Code)
This report, issued by the Board of Directors further to a proposal by The compensation policy for the Chairman and Chief Executive Officer
the Compensation Committee, in accordance with the provisions of was approved by the Board of Directors, on the proposal of the
Article L. 225-37-2 of the French Commercial Code, describes the Compensation Committee, at its meeting on March 13, 2019, on
principles and criteria for the determination, breakdown and allocation this basis. It remained based on the general principles for determining
of the fixed, variable and extraordinary components of the total the compensation of the executive directors described below.
compensation (including in-kind benefits) attributable to the Chairman
The payment to the Chairman and Chief Executive Officer of the
and Chief Executive Officer as a result of his duties.
variable compensation and of extraordinary components of the 4
At its meeting on March 14, 2018, and on the proposal of the compensation due for fiscal year 2019 is subject to approval by the
Compensation Committee, the Board of Directors decided that the Ordinary Shareholders’ Meeting of May 29, 2020 of the compensation
amount of the fixed component of the compensation of the Chairman components of the Chairman and Chief Executive Officer in conditions
and Chief Executive Officer, the maximum percentage of the variable provided for by Articles L. 225-37-2, L. 225-100 and R. 225-29-1 of
part of his compensation, as well as the annual number of performance French Commercial Code (Decree n° 2017-340 of March 16, 2017
shares attributed to the Chairman and Chief Executive Officer will not entered into force on March 18, 2017).
be changed throughout his term of office as Chairman and Chief
The Ordinary General Shareholders’ Meeting of May 29, 2020 will be
Executive Officer, in other words, until the General Shareholders’
called on to approve the fixed, variable and extraordinary components
Meeting held in 2021 to approve the accounts of fiscal year ending
of the total compensation and the benefits of any kind paid or
December 31, 2020.
attributed to the Chairman and Chief Executive Officer for fiscal year
2019 in application of Article L. 225-100 of French Commercial Code.
The general principles for determining the compensation and other — There is no specific pension plan for the executive directors.
benefits granted to the executive directors of TOTAL S.A. are as follows. They are eligible for retirement benefits and pension plans
available to certain employee categories in the Group under
— Compensation as well as benefits for the executive directors are
conditions determined by the Board.
set by the Board of Directors on the proposal of the Compensation
Committee. Such compensation must be reasonable and fair. — In line with the principles for determining the compensation of
Compensation for the executive directors is based on the market, executive directors as set out in the AFEP-MEDEF Code which
the work performed, the results obtained and the responsibilities the Company uses as a reference, the Board of Directors takes
assumed. into account the benefit accruing from participation in the pension
plans when determining the compensation policy of the executive
— Compensation for the executive directors includes a fixed portion
directors.
and a variable portion. Only highly specific circumstances may
warrant the award of extraordinary compensation (for example, — Stock options and performance shares are designed to align the
due to their importance for the corporation, the involvement they interests of the executive directors with those of the shareholders
demand and the difficulties they present). Justified reasons for over the long term.
the payment of this extraordinary compensation must be given,
The grant of options and performance shares to the executive
and the realisation of the event that gave rise to the payment
directors is reviewed in light of all the components of
must be explained.
compensation of the person in question. No discount is applied
— The fixed portion is reviewed with a periodicity that cannot be when stock options are granted.
below two years.
The exercise of options and the definitive grant of performance
— The amount of the variable portion is reviewed each year and shares to which the executive directors are entitled are subject
may not exceed a stated percentage of the fixed portion. Variable to conditions of presence in the Company and performance that
compensation is determined based on pre-defined quantifiable must be met over several years. The departure of executive
and qualitative criteria that are periodically reviewed by the Board directors from the Group results in the inapplicability of share
of Directors. Quantifiable criteria are limited in number, objective, options and the rights to the definitive attribution of performance
measurable and adapted to the Company’s strategy. shares. Under exceptional circumstances, the Board of Directors
can decide to maintain the share options and the rights to the
— The variable portion rewards short-term performance and the
definitive attribution of performance shares after the executive
progress made toward paving the way for medium-term
beneficiary’s departure, if the decision of the Board of Directors
development. It is determined in a manner consistent with the
is specially justified and taken in the Company’s interest.
annual performance review of the executive directors and the
Company’s medium-term strategy.
— The Board of Directors monitors the change in the fixed and
variable portions of the executive directors’ compensation over
several years in light of the Company’s performance.
The Board of Directors determines the rules related to holding a — The executive directors do not take part in any discussions or
portion of the shares resulting from the exercise of options as deliberations of the corporate bodies regarding items on the
well as the performance shares definitively granted, which apply agenda of Board of Directors’ meetings related to the assessment
to the executive directors until the end of their term of office. of their performance or the determination of the components
of their compensation.
The executive directors cannot be granted stock options or
performance shares when they leave office. — When a new executive director is nominated, the Board of
Directors decides on his or her compensation as well as benefits,
— After three years in office, the executive directors are required to
further to a proposal by the Compensation Committee, and in
hold at least the number of Company shares set by the Board.
accordance with the above general principles for determining
— The components of compensation of the executive directors are the compensation of the executive directors. Exceptional
made public after the Board of Directors’ meeting at which they compensation or specific benefits when taking office are forbidden,
are approved. unless the Board of Directors decides otherwise for particular
reasons, in the Company’s interest and within the limits of the
exceptional circumstances.
Compensation policy for the Chairman and Chief Executive Officer for fiscal year 2019
Base salary of the Chairman and Chief Executive Officer The Board of Directors has noted with satisfaction the remarkable
(fixed compensation) success of the Group in achieving the objectives previously set.
The Group’s strategy has evolved since 2015. In accordance with
The Board of Directors decided to maintain Mr. Patrick Pouyanné’s
the principles relating to compensation policy of the executive director,
annual base salary (fixed compensation) for his duties as Chairman
the Board considers it appropriate to align the criteria of determination
and Chief Executive Officer for fiscal year 2019 at €1,400,000 (the
of the variable portion of the Chairman and Chief Executive Officer
same as the fixed portion due for fiscal year 2018).
with the key criteria of this strategy, which is promoted to shareholders.
The level of the Chairman and Chief Executive Officer’s fixed
Thus, although the ROE and the net-debt-to-capital ratio are among
compensation was set based on the responsibilities assumed and
the key objectives announced to shareholders, the strategy presented
the compensation levels applied for executive directors of comparable
since 2015 rightly focuses on the pre-dividend organic cash
companies (particularly CAC 40 companies).
breakeven with a target set since 2017 at a level below $30/b.
Annual variable portion of the Chairman and Chief Executive
The Board retains the pre-dividend organic cash breakeven, which is
Officer’s compensation
essential in the management of the Company and which summarizes
The Board of Directors also decided to maintain the maximum simultaneously all the discipline of the Group in connection with its
amount of the variable portion that could be paid to the Chairman cost reduction program, the choice of its investments and the policy
and Chief Executive Officer for fiscal year 2019 at 180% of his base of management of the Group’s portfolio.
salary (the same percentage as in fiscal year 2018). This ceiling was
The Board also considers it desirable to maintain a comparative
set based on the level applied by a benchmark sample of companies
criterion (to ensure a certain continuity in the structure of the
operating in the energy sectors.
compensation policy) and therefore to take into account the
As in 2018, the formula for calculating the variable portion of the comparative ROACE of the majors since the Group has announced
Chairman and Chief Executive Officer’s compensation for fiscal year that it aims to be the most profitable among the majors.
2019 uses economic parameters that refer to quantifiable targets
Finally, taking into account the climate change-related challenges,
reflecting the Group’s performance as well as the Chairman and Chief
the Board decides to introduce a quantitative criterion on the
Executive Officer’s personal contribution allowing a qualitative
reduction of greenhouse gas emissions of the Group’s operated oil &
assessment of his management.
gas facilities, given the stated objective of reducing them from 46 Mt
The criteria applicable to the determination of the variable portion of CO2e in 2015 to less than 40 Mt CO2e in 2025.
the Chairman and Chief Executive Officer were set by the Board of
Directors at its meeting of December 15, 2015, when Mr. Patrick
Pouyanné, Chief Executive Officer since October 22, 2014, was
appointed Chairman of the Board of Directors. In September 2016, a
new organization within the Group was set up with the objectives of
strengthening the Group’s resilience, reducing its sensitivity to the
volatility of the price of oil on the integrated oil chain, and ensuring its
development in the integrated gas chain, in renewable energies as
well as in low-carbon electricity.
The parameters used include: assessed as follows. The maximum weighting of the ROE
criterion will be 30% of the base salary:
— change in safety, for up to 20% of the base salary, assessed
– the maximum weighting of the criterion is reached, i.e. 30% of
through the achievement of an annual TRIR (Total Recordable
the base salary, if the ROE is higher than or equal to 13%;
Injury Rate) target and the number of accidental deaths per
– the weighting of the criterion is zero if the ROE is lower than
million hours worked, FIR (Fatality Incident Rate) compared to
or equal to 6%;
those of four large competitor oil companies (ExxonMobil, Royal
– the weighting of the criterion is 50% of the maximum, i.e. 15%
Dutch Shell, BP and Chevron), as well as through changes in the
of the base salary, if the ROE is 8%;
Tier 1 + Tier 2 indicator (1):
– the interpolations are linear between these three points of
– the maximum weighting of the TRIR criterion is 8% of the
reference.
base salary. The maximum weighting will be reached if the
TRIR is below 0.85; the weighting of the criterion will be zero if — the net-debt-to-capital ratio as published by the Group on the
the TRIR is above or equal to 1.4. The interpolations are linear basis of its balance sheet and consolidated statement of income,
between these points of reference; assessed as follows. The maximum weighting of the net-debt-
– the maximum weighting of the FIR criterion is 4% of the base to-capital ratio criterion is 30% of the base salary:
salary. The maximum weighting will be reached if the FIR is – the maximum weighting of the criterion, i.e. 30% of the base
the best of the panel of the majors. It will be zero if the FIR is salary, is reached for a net-debt-to-capital ratio equal to or
the worst of the panel. The interpolations are linear between below 20%;
these two points and depend on the ranking; – the weighting of the criterion is zero if the net-debt-to-capital
– the maximum weighting of the changes in the number of ratio is equal or above 30%;
Tier 1 + Tier 2 incidents is 8% of the base salary. The maximum – the interpolations are linear between these two points of
weighting will be reached if the number of Tier 1 + Tier 2 reference.
incidents equals 100 or below. The weighting of the parameter
— the pre-dividend organic cash breakeven, assessed as follows.
will be zero if the number of Tier 1 + Tier 2 incidents is equal
The maximum weighting of this criterion is 30% of the base
to or higher than 180. The interpolations are linear between
salary. The pre-dividend organic cash breakeven is defined as
these two points of reference.
the Brent price for which the operating cash flow before working
— change in GHG emission reduction on operated oil & gas capital changes (2) (MBA) covers the organic investments (3).
facilities, assessed through the achievement of a GHG (Scope The ability of the Group to resist to the variations of the Brent
1 and Scope 2) reduction emission target from 46 Mt CO2e in barrel price is measured by this parameter.
2015 to 40 Mt CO2e in 2025, corresponding to a reduction of
– the maximum weighting of the criterion is reached, i.e. 30% of
600 kt CO2e/y, i.e. a target of 43.6 Mt CO2e for 2019. The
the base salary, if the breakeven is below or equal to 30 $/b;
maximum weighting of the GHG criterion is 10% of the base
– the weighting of the criterion is zero if the breakeven is above
salary:
or equal to 40 $/b;
– the maximum weighting of the criterion is reached, i.e. 10% of
– the interpolations are linear between these two points of
the base salary, if the GHG Scopes 1 and 2 emission on the
reference.
operated oil & gas facilities are below 43.6 Mt CO2e in 2019;
– the weighting of the criterion is zero if the emissions remain — the return on average capital employed (ROACE), by
stable or increase compared to 2015 (46 Mt CO2e); comparison, assessed as follows. The maximum weighting of
– the interpolations are linear between these points of reference. the ROACE criterion will be 20% of the base salary. TOTAL’s
ROACE, as published from the consolidated balance sheet and
— the return on equity (ROE) as published by the Group on the
the income statement, will be compared to the ROACE average
basis of its balance sheet and consolidated statement of income
(1) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with more or less significant consequences, as defined by the API 754 (for downstream) and IOGP 456
(for upstream) standards. Excluding acts of sabotage and theft.
(2) The operating cash flow before working capital changes is defined as cash flow from operating activities before changes in capital at replacement cost.
(3) Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.
of each of the four peers (ExxonMobil, Royal Dutch Shell, BP 7% higher volume of performance shares compared with the 2017
and Chevron). The ROACE is equal to the net adjusted operating plan. More than 10,640 employees were concerned by this plan,
income (1) divided by the average of the capital employed (at over 97% of whom are non-senior executives. The Board of Directors
replacement costs, net of deferred income tax and non-current adopts this proactive policy in an effort to strengthen the sense of
liabilities) of the start and end of the fiscal year. belonging to the Group of the beneficiaries of performance shares,
– the maximum weighting of the criterion is reached, i.e. 20% of to involve them more closely in its performance and encourage their
the base salary, if TOTAL’s ROACE is above 2% or more investment in the Company’s share capital.
compared to the average of the 4 peers’ ROACE;
The compensation policy proposed for fiscal year 2019 thus includes
– the weighting of the criterion is zero if the TOTAL’s ROACE is
the granting of performance shares.
under 2% or more compared to the average of the peers’
ROACE; In this context, on the proposal of the Compensation Committee, the
– the interpolations are linear between these two points of Board of Directors decided at its meeting on March 13, 2019, to grant
reference. 72,000 performance shares to the Chairman and Chief Executive
Officer (the same number of shares as in 2018), as part of a 2019
The Chairman and Chief Executive Officer’s personal contribution,
plan that is not specific to him. The definitive granting of performance
which may represent up to 40% of the base salary, is evaluated
shares is subject to a presence condition and performance conditions
based on the following criteria:
assessed at the end of the three-year vesting period.
— steering of the strategy and successful strategic negotiations
The definitive number of granted shares will be based on the TSR
with producing countries, and achievement of production and
(Total Shareholder Return), the annual variation of the net cash flow
reserve targets, for up to 15%;
by share in dollars, as well as the pre-dividend organic cash
— performance and outlook with respect to Downstream activities
breakeven, for fiscal years 2019, 2020 and 2021, applied as follows:
(Refining & Chemicals/Marketing & Services) and the Group’s
gas-electricity-renewables growth strategy, for up to 10%; — For 1/3 of the shares, the Company will be ranked against its
— CSR performance, notably taking into account climate issues in peers (ExxonMobil, Royal Dutch Shell, BP and Chevron) each
the Group’s Strategy, the Group’s reputation in the domain of year during the three vesting years (2019, 2020 and 2021) based
Corporate Social Responsibility, as well as the policy concerning on the TSR criterion of the last quarter of the year in question, the
all aspects of diversity, for up to 15%. dividend being considered reinvested based on the closing price
on the ex-dividend date.
In the event of a significant change in the Group affecting the
calculation of the economic perimeters for the Group (change in — For 1/3 of the shares, the Company will be ranked each year
accounting standard, significant patrimonial transaction approved by against its peers (ExxonMobil, Royal Dutch Shell, BP and
the Board of Directors…), the Board may calculate the parameters Chevron) during the three vesting years (2019, 2020 and 2021)
mutatis mutandis, i.e., excluding exogenous extraordinary elements. using the annual variation in net cash flow per share criterion
expressed in dollar.
Furthermore, the Board of Directors reserves the right to exercise its
discretionary powers regarding the determination of the Based on the ranking, a grant rate will be determined for each year
compensation of the Chairman and Chief Executive Officer, pursuant for these two first criteria: 1st: 180% of the grant; 2nd: 130% of the
to Articles L. 225-47, paragraph 1 and L. 225-53, paragraph 3 of the grant; 3rd: 80% of the grant; 4th and 5th: 0%.
French Commercial Code, and according to Articles L. 225-37-2
— For 1/3 of the shares, the pre-dividend organic cash breakeven
and L. 225-100 of the French Commercial Code, in the event of
criterion will be assessed during the three vesting years (2019,
particular circumstances that could justify that the Board of Directors
2020 and 2021) as follows. The pre-dividend organic cash
adjusts, exceptionally and both on the upside and the downside,
breakeven is defined as the Brent price for which the operating
one or more of the criteria that make up his compensation to ensure
cash flow before working capital changes covers the organic
that the results of the application of the criteria described above
investments. The ability of the Group to resist to the variations of
reflect both the performance of the Chairman and Chief Executive
the Brent barrel price is measured by this parameter.
Officer and the performance of the Group either in absolute terms or
relative to the four peers of the Group, for the economic criteria – the maximum grant rate will be reached if the breakeven is
measured in comparison with these four peers. less than or equal to $30/b,
– the grant rate will be zero if the breakeven is greater than or
This adjustment will be made to the variable compensation of the
equal to $40/b,
Chairman and Chief Executive Officer by the Board of Directors on
– the interpolations will be linear between these two points of
the proposal of the Compensation Committee, within the limit of the
reference.
variable compensation cap of 180% of the fixed compensation, after
the Board of Directors duly motivated its decision. A grant rate will be determined for each year.
Components of long-term compensation For each of the three criteria, the average of the three grant rates
obtained (for each of the three fiscal years for which the performance
The granting of performance shares to the Chairman and Chief Executive
conditions are assessed) will be rounded to the nearest 0.1 whole
Officer is structured over a five-year period: a three-year vesting
percent (0.05% being rounded to 0.1%) and capped at 100%.
period, followed by a two-year holding period. The definitive grant of
shares is subject to a presence condition and performance conditions Each criterion will have a weight of 1/3 in the definitive grant rate.
assessed at the end of the three-year vesting period. The definitive grant rate will be rounded to the nearest 0.1 whole percent
(0.05% being rounded to 0.1%). The number of shares definitively granted,
Performance shares are granted to the Chairman and Chief Executive
after confirmation of the performance conditions, will be rounded up
Officer each year as part of plans that are not specific to him and
to the nearest whole number of shares in case of a fractional share.
concern more than 10,000 employees, a large majority of which are
non-executive employees. Following the three-year acquisition period, shares that have been
definitively granted could not be disposed of before the end of a
It should be noted that at its meeting on March 14, 2018, the Board
two-year holding period.
of Directors decided to grant 72,000 performance shares to the
Chairman and Chief Executive Officer under the 2018 plan. The 2018
plan approved by the Board of Directors in March 2018 granted a
(1) Adjustments items include special items, the inventory effect and the impact for change for fair value.
(2) The operating cash flow before working capital changes is defined as cash flow from operating activities before changes in capital at replacement cost.
(3) Organic investments: net investments excluding acquisitions, asset sales and other operations with non-controlling interests.
at €616,641. It corresponds to 19.73% of Mr. Pouyanné’s gross The severance benefit will only be paid in the event of a forced
annual compensation consisting of the annual fixed portion for 2018 departure related to a change of control or strategy. It will not be due
(i.e., €1,400,000) and the variable portion paid in 2019 (1) for fiscal in case of gross negligence or willful misconduct or if the Chairman
year 2018 (i.e., €1,725,900). and Chief Executive Officer leaves the Company of his own volition,
accepts new responsibilities within the Group or may claim full retirement
Nearly the full amount of TOTAL S.A.’s commitments under these
benefits within a short time period.
supplementary and similar retirement plans (including the retirement
benefit) is outsourced for all beneficiaries to insurance companies Pursuant to the provisions of Article L. 225-42-1 of the French
and the non-outsourced balance is evaluated annually and adjusted Commercial Code, receipt of this severance benefit is contingent upon
through a provision in the accounts. The amount of these commitments a performance-related condition applicable to the beneficiary, which
as of December 31, 2018, is €18.0 million for the Chairman and is deemed to be fulfilled if at least two of the following criteria are met:
Chief Executive Officer (€18.0 million for the Chairman and Chief
— the average ROE (return on equity) for the three years preceding
Executive Officer and the executive and non-executive directors
the year in which the Chairman and Chief Executive Officer leaves
covered by these plans). These amounts represent the gross value
is at least 10%;
of TOTAL S.A.’s commitments to these beneficiaries based on the
estimated gross annual pensions as of December 31, 2018 as well — the average net-debt-to-equity ratio for the three years preceding
as the statistical life expectancy of the beneficiaries. the year in which the Chairman and Chief Executive Officer leaves
is less than or equal to 30%; and
The total amount of all the pension plans in which Mr. Pouyanné
participates represents, at December 31, 2018, a gross annual — growth in TOTAL’s oil and gas production is greater than or equal
pension estimated at €719,002, corresponding to 23.00% of to the average growth rate of four oil companies (ExxonMobil,
Mr. Pouyanné’s gross annual compensation defined above (annual Royal Dutch Shell, BP and Chevron) during the three years
fixed portion for 2018 and variable portion paid in 2019 for fiscal preceding the year in which the Chairman and Chief Executive
year 2018). Officer leaves.
— Retirement benefit — Life insurance and health care plans
The Chairman and Chief Executive Officer is entitled to a retirement The Chairman and Chief Executive Officer is covered by the following
benefit equal to those available to eligible members of the Group life insurance plans provided by various life insurance companies:
under the French National Collective Bargaining Agreement for
— an “incapacity, disability, life insurance” plan applicable to all
the Petroleum Industry. This benefit is equal to 25% of the fixed
employees, partly paid for by the Company, that provides for
and variable annual compensation received during the 12 months
two options in case of death of a married employee: either
preceding retirement.
the payment of a lump sum equal to five times the annual
Pursuant to the provisions of Article L. 225-42-1 of the French compensation up to 16 times the PASS, corresponding to a
Commercial Code, receipt of this retirement benefit is contingent maximum of €3,241,920 in 2019, plus an additional amount if
upon a performance-related condition applicable to the beneficiary, there is a dependent child or children, or the payment of a lump
which is deemed to be fulfilled if at least two of the following criteria sum equal to three times the annual compensation up to 16 times
are met: the PASS, plus a survivor’s pension and education allowance;
— the average ROE (return on equity) for the three years preceding — a second “disability and life insurance” plan, fully paid by the
the year in which the Chairman and Chief Executive Officer retires Company, applicable to executive officers and senior executives
is at least 10%; whose annual gross compensation is more than 16 times the
PASS. This contract, signed on October 17, 2002, amended on
— the average net-debt-to-equity ratio for the three years preceding
January 28 and December 16, 2015, guarantees the beneficiary
the year in which the Chairman and Chief Executive Officer retires
the payment of a lump sum, in case of death, equal to two years
is less than or equal to 30%; and
of compensation (defined as the gross annual fixed reference
— growth in TOTAL’s oil and gas production is greater than or equal compensation (base France), which corresponds to 12 times the
to the average growth rate of four oil companies (ExxonMobil, monthly gross fixed compensation paid during the month prior
Royal Dutch Shell, BP and Chevron) during the three years to death or sick leave, to which is added the highest amount in
preceding the year in which the Chairman and Chief Executive absolute value of the variable portion received during one of the
Officer retires. five previous years of activity), which is increased to three years
in case of accidental death and, in case of accidental permanent
The retirement benefit cannot be combined with the severance benefit
disability, a lump sum proportional to the degree of disability.
described below.
Death benefits are increased by 15% for each dependent child.
— Severance benefit
Payments due under this contract are made after the deduction of
The Chairman and Chief Executive Officer is entitled to a benefit any amount paid under the above-mentioned plan applicable to all
equal to two years of his gross compensation in the event of a forced employees.
departure related to a change of control or strategy. The calculation
The Chairman and Chief Executive Officer also has the use of a
is based on the gross compensation (fixed and variable) of the
company car and is covered by the health care plan available to all
12 months preceding the date of termination or non-renewal of his
employees.
term of office.
(1) Subject to approval by the Ordinary Shareholders’ Meeting on May 29, 2019.
Approval of the principles and criteria for the determination, breakdown and allocation of the fixed, variable and extraordinary
components of the total compensation (including in-kind benefits) attributable to the Chairman and Chief Executive Officer
Voting under the conditions of quorum and majority required of the total compensation (including in-kind benefits) attributable
for Ordinary Shareholders’ Meetings and in accordance with Article to the Chairman and Chief Executive Officer, as presented in the
L. 225-37-2 of the French Commercial Code, the shareholders report on corporate governance, covered by Article L. 225-37 of
approve the principles and criteria for the determination, breakdown the French Commercial Code and in the 2018 Registration
and allocation of the fixed, variable and extraordinary components Document (chapter 4, point 4.3.2.2).
The Group’s executive officers include the members of the Executive — Namita Shah, President, People & Social Responsibility, member
Committee, the four Senior Vice Presidents of the central Group of the Executive Committee;
functions who are members of the Group Performance Management — Xavier Bontemps, Senior Vice President Health, Safety Environment;
Committee (HSE, Strategy & Climate, Communications, Legal), the — Ladislas Paszkiewicz, Senior Vice President Strategy & Climate;
Deputy Chief Financial Officer and the Treasurer. — Jacques-Emmanuel Saulnier, Senior Vice President Communication;
— Aurélien Hamelle, Senior Vice President Legal;
As of December 31, 2018, the list of the Group’s executive officers was
— Jean-Pierre Sbraire, Deputy Chief Financial Officer; and
as follows (13 people, the same number as at December 31, 2017):
— Antoine Larenaudie, Treasurer.
— Patrick Pouyanné, Chairman and Chief Executive Officer and
In 2018, the aggregate amount paid directly or indirectly by the
President of the Executive Committee;
— Arnaud Breuillac, President, Exploration & Production, member
Group’s French and foreign companies as compensation to 4
the Group’s executive officers in office as of December 31, 2018
of the Executive Committee;
(13 people, the same number as at December 31, 2017) was
— Patrick de La Chevardière, Chief Financial Officer, member of
€14.86 million (compared to €13.66 million in 2017), including
the Executive Committee;
€11.70 million paid to the members of the Executive Committee
— Momar Nguer, President, Marketing & Services, member of
(seven people). The variable component (based on economic, HSE
the Executive Committee;
performance and personal contribution criteria) represented 51.20%
— Bernard Pinatel, President, Refining & Chemicals, member of
of this global amount of €14.86 million.
the Executive Committee;
— Philippe Sauquet, President, Gas, Renewables & Power, and
President, Group Strategy-Innovation, member of the Executive
Committee;
4.3.4.1 General policy For beneficiaries employed by a non-French company on the grant
date, the vesting period for free shares may be increased to four years,
In addition to its employee shareholding development policy, TOTAL
in which case there is no mandatory holding period. Since 2011,
S.A. has implemented a policy to involve employees and senior
all shares granted to senior executives have been subject to
executives in the Group’s future performance which entails granting
performance conditions.
free performance shares each year. TOTAL S.A. may also grant
stock options, although no plan has been put in place since — Stock options
September 14, 2011. These shares are granted under selective plans
Stock options have a term of eight years, with a strike price set at
based on a review of individual performance at the time of each grant.
the average of the closing TOTAL share prices on Euronext Paris
The stock option and free share plans offered by TOTAL S.A. during the 20 trading days preceding the grant date, without any
concern only TOTAL shares and no free shares of the Group’s listed discount. Exercise of the options granted between 2007 and 2011
subsidiaries or options on them are granted by TOTAL S.A. was subject to a presence condition and performance conditions,
notably related to the Group’s return on equity (ROE), which vary
All grants are approved by the Board of Directors, on the proposal of
depending on the plan and category of beneficiary.
the Compensation Committee. For each plan, the Compensation
Committee recommends a list of beneficiaries, the conditions as All options granted in 2011 were subject to performance conditions.
well as the number of options or shares granted to each beneficiary. For options that could be granted pursuant to the authorization given
The Board of Directors then gives final approval for this list and the by the Extraordinary Shareholders’ Meeting of May 24, 2016
grant conditions. (twenty-fifth resolution), the performance conditions will be assessed
over a minimum period of three consecutive fiscal years. For earlier
— Grant of free performance shares
option plans, and subject to applicable presence and performance
Grants of free performance shares under selective plans become conditions being met, options may be exercised only at the end of
definitive only at the end of a three-year vesting period, subject an initial two-year period and the shares resulting from the exercise
to the fulfillment of applicable presence and performance conditions. may only be disposed of at the end of a second two-year period.
At the end of the vesting period, and provided that the conditions are
In addition, for the 2007 to 2011 option plans, the shares resulting from
met, the TOTAL shares are definitively granted to the beneficiaries,
the exercise of options by beneficiaries employed by a non-French
who must then hold them for at least two years (holding period). The
company on the grant date may be disposed of or converted to
presence condition applies to all shares.
bearer form at the end of the first two-year vesting period.
4.3.4.2 Follow-up of grants to the executive directors For the options granted between 2007 and 2011, the Board of Directors
made the exercise of the options granted to the executive directors
Stock options in office contingent upon a presence condition and performance
conditions based on the Group’s ROE and ROACE. The grant rate of
No stock options have been granted since September 14, 2011.
the performance-related options under the 2009, 2010 and 2011
Until that date, the Company’s executive directors in office at the
plans was 100%, compared to 60% for the 2008 plan.
time of the decision were granted stock options as part of broader
grant plans approved by the Board of Directors for certain Group All the options granted to Mr. Pouyanné outstanding at December 31,
employees and senior executives. The options granted to the executive 2018, represent 0.000379% of the Company’s share capital (1)
directors were subject to the same requirements applicable to the on that date.
other beneficiaries of the grant plans.
Stock options granted in 2018 to each executive director by the issuer and by any Group company
(AMF position-recommendation No. 2009-16 – AMF Table No. 4)
Number
Type of options
of options Valuation granted
Plan No. (purchase or of options during the Exercise
Executive directors and date subscription) (€) (a) fiscal year Strike price period
Patrick Pouyanné
Chairman and Chief Executive Officer - - - - - -
(a) According to the method used for the Consolidated Financial Statements.
Patrick Pouyanné
Chairman and Chief Executive Officer since December 19, 2015 2010 Plan – 09/14/2010 9,000 €38.20
2011 Plan – 09/14/2011 12,400 €33.00
Summary tables
Free shares granted to each director (a) in fiscal year 2018 by the issuer and by any Group company
(AMF position-recommendation No. 2009-16 – AMF Table No. 6)
Number
of shares
granted
Executive and during Valuation of
non-executive Plan No. the fiscal the shares Acquisition Date of
directors and date year (€) (b) date transferability Performance conditions
Patrick 2018 Plan 72,000 2,607,840 03/15/2021 03/16/2023 The performance conditions are based for:
Pouyanné 03/14/2018
— 50% of the performance shares granted, on the
Chairman
Company’s ranking against its peers (c) completed
and Chief
each year during the three vesting years (2018, 2019
Executive
and 2020) based on the TSR criterion of the last
Officer
quarter of the year in question, the dividend being
Renata 2018 Plan 280 10,141.60 03/15/2021 03/16/2023 considered reinvested based on the closing price
Perycz 03/14/2018 on the ex-dividend date; and
Director
— 50% of the performance shares granted, on the
representing
Company’s ranking against its peers (c) completed
employee
each year during the three years of vesting (2018,
shareholders
2019 and 2020) using the annual variation in net
since
cash flow per share expressed in dollars criterion.
May 24, 2016
Patrick Pouyanné 2015 Plan The performance conditions are based for:
Chairman and Chief 07/28/2015
— 40% of the performance shares granted, on the
Executive Officer
Group’s average return on equity (ROE) and return
on average capital employed (ROACE) during the
three years of vesting (2015, 2016 and 2017); and
38,880
— 60% of the performance shares granted, on the
variation of the 3-year average adjusted net income
(ANI) of TOTAL, as published by the Group,
compared to its peers (b) during the three years of
vesting (2015, 2016 and 2017).
Renata Perycz 2015 Plan The first 150 shares are granted without performance
Director representing 07/28/2015 conditions. Above this threshold, the performance
employee shareholders conditions are based for:
since May 24, 2016
— 40% of the performance shares granted, on the
Group’s return on equity (ROE) during the three years
150
of vesting (2015, 2016 and 2017); and
— 60% of the performance shares granted, on the
variation of the 3-year average adjusted net income
(ANI) of TOTAL, as published by the Group, 4
compared to its peers (b) during the three years of
vesting (2015, 2016 and 2017).
(a) List of executive and non-executive directors who had this status during fiscal year 2018.
(b) ExxonMobil, Royal Dutch Shell and Chevron.
(a) The grant rate of performance-related options was 100% for the 2009, 2010 and 2011 plans.
(b) Members of the Executive Committee and the Management Committee and the Treasurer, as of the date of the Board meeting granting the TOTAL share subscription options.
For the 2010 share subscription options plan, only a portion of the Since September 14, 2011, the Board of Directors has not granted
TOTAL share subscription options granted to beneficiaries of more any share subscription or purchase options.
than 3,000 share subscription options was subject to a performance
condition. For the 2011 share subscription options plan, the granting
of all the options was subject to a performance condition.
Number of options:
– Outstanding as of January 1, 2018 1,950,372 490,568 2,440,940
– Granted in 2018 - - -
– Canceled in 2018 (d) 79,139 - 79,139
– Exercised in 2018 1,871,233 225,338 2,096,571
OUTSTANDING AS OF DECEMBER 31, 2018 - 265,230 265,230
(a) The grant date is the date of the Board meeting granting the options.
(b) List of executive and non-executive directors who had this status during fiscal year 2018. Ms. Perycz is a TOTAL Polska sp. Z.o.o. employee and a TOTAL S.A. director representing
employee shareholders since May 24, 2016. Ms. Renaud is a TOTAL S.A. employee and a TOTAL S.A. director representing employees since May 26, 2017.
(c) The strike price is the average closing price of TOTAL’s share on Euronext Paris during the 20 trading days preceding the option grant date, without any discount.
(d) The 79,139 share subscription options canceled in 2018 correspond to unexercised options before the expiration date of the 2010 plan that had expired on September 14, 2018.
If all the stock options outstanding at December 31, 2018, were exercised, the corresponding shares would represent 0.01% (1) of the Company’s
share capital on that date.
Stock options granted to the 10 employees (other than executive or non-executive directors) receiving the largest number of
options/Stock options exercised by the ten employees (other than executive or non-executive directors) exercising the largest
number of options (AMF position-recommendation No. 2009-16 – AMF Table No. 9)
Weighted
Total number average
of options strike price 2010 Plan 2011 Plan
granted/exercised (€) 09/14/2010 09/14/2011
(a) Pursuant to the conditions of Article L. 225-180 of the French Commercial Code.
(a) For the 2014 plan, the share acquisition rate related to the ROE performance condition only was 38%. For the 2015 plan, the share acquisition rate related to a comparison of ROE and
ANI was 81% for the executive director and 82% for the other beneficiaries.
(b) Members of the Executive Committee and the Management Committee and the Treasurer, as of the date of the Board meeting granting the performance shares.
(c) Ms. Perycz, an employee of Total Polska sp. Z.o.o. and a TOTAL S.A. director representing employee shareholders since May 24, 2016, was granted 160 shares under the 2016 plan,
260 shares under the 2017 plan and 280 shares under the 2018 plan. Ms. Renaud, an employee of TOTAL S.A. and a TOTAL S.A. director representing employee shareholders since
May 26, 2017, was not granted any shares under the 2017 plan or the 2018 plan.
(d) Group’s executive officers as of the date of the Board meeting granting the performance shares. The Group’s executive officers as of this date included the members of the Executive
Committee (excluding the Chairman and Chief Executive Officer), the four Senior Vice Presidents of the central Group functions who are members of the Group Performance Management
Committee (HSE, Strategy & Climate, Communications, Legal), the Deputy Chief Financial Officer, under the 2018 plan only, and the Treasurer.
The performance shares, which were previously bought back by the last quarter of the year in question, the dividend being considered
Company on the market, are definitively granted to their beneficiaries reinvested based on the closing price on the ex-dividend date;
at the end of a three-year vesting period from the grant date. and
The definitive grant of performance shares is subject to a presence — for 50% of the performance shares granted, the Company will
condition and performance conditions. be ranked each year against its peers (1) during the three years of
vesting (2018, 2019 and 2020) using the annual variation in net
For the 2018 plan, the applicable performance conditions are the
cash flow per share expressed in dollars criterion.
following:
In addition, shares that have been definitively granted cannot be
— for 50% of the performance shares granted, the Company will
disposed of before the end of a mandatory two-year holding period.
be ranked against its peers (1) each year during the three vesting
years (2018, 2019 and 2020) based on the TSR criterion of the
(a) List of executive and non-executive directors who had this status during fiscal year 2018.
(b) Shares granted in respect of his previous salaried duties.
(c) Ms. Perycz, a TOTAL Polska sp. Z.o.o. employee and a TOTAL S.A. director representing employee shareholders since May 24, 2016.
(d) Ms. Renaud, a TOTAL S.A. employee and a TOTAL S.A. director representing employees since May 26, 2017.
(e) Definitive grants completed during fiscal year 2018, including early grants following the death of the beneficiaries of shares for the respective plan.
If all the performance shares outstanding at December 31, 2018, were definitively granted, they would represent 0.65% (1) of the Company’s
share capital on that date.
Performance shares granted to the 10 employees (other than executive and non-executive directors)
receiving the largest number of performance shares
Number of Date of the Date of
performance shares final award transferability
notified/definitively Date of (end of the (end of the
granted the award vesting period) holding period)
Free performance share grants approved by the Board of Directors 236,500 03/14/2018 03/15/2021 03/16/2023
at its meeting on March 14, 2018, to the ten employees of TOTAL S.A.
and its affiliates (other than executive or non-executive directors
at the date of the exercises) who purchased or subscribed for the
largest number of shares (a)
Performance shares definitively granted in fiscal year 2018 to the 136,530 07/28/2015 07/29/2018 07/29/2020
10 employees of TOTAL S.A. and its affiliates (other than executive
and non-executive directors on the date of the decision) receiving
the largest number of performance shares
(a) These shares will be definitively granted to their beneficiaries at the end of a three- year vesting period, i.e., on March 15, 2021, subject to two performance conditions being met. The free
shares that have been definitively granted cannot be disposed of before the end of a two-year holding period, i.e., March 16, 2023.
Free shares granted to Group 1% of share capital (c) on the date of - 26.4 million June 1, 2018 August 1, 2021
employees and to executive the Board decision to grant the shares shares (19th resolution) 38 months
directors
(a) The number of new shares authorized under the 13th resolution of the ESM held on June 1, 2018, cannot exceed 1,000 million shares. Pursuant to the 18 th resolution of the ESM held on
June 1, 2018, the Board of Directors decided on September 19, 2018, to proceed with a share capital increase reserved for Group employees in 2019 (see Note(c) below). As a result,
the available balance under this authorization amounts to 982,000,000 new shares as of December 31, 2018.
(b) And the offers set out in Article 1, Paragraph 4, a) and b) of Regulation (EU) No. 2017/1129 of the European Parliament and of the Council of June 14, 2017, on the prospectus to be
published when securities are offered to the public or admitted to trading on a regulated market.
(c) Based on share capital as of December 31, 2018, divided into 2,640,602,007 shares.
(d) The number of new shares authorized under the 18th resolution of the June 1, 2018, ESM may not exceed 1.5% of the share capital on the date when the Board of Directors decides to
use the delegation. The meeting of the Board of Directors of September 19, 2018, decided to proceed with a share capital increase in 2019 with a cap of 18,000,000 shares (subscription
to the shares under this operation is planned for the second quarter of 2019, subject to the decision of the Chairman and Chief Executive Officer). As a result, the available balance under
this authorization was 21,609,030 new shares as of December 31, 2018.
4.4.3.1 Calling of shareholders to Shareholders’ draft resolution must be accompanied by the draft resolution text
Meetings and brief summary of the grounds for this request. Requests made
by shareholders must be accompanied by a proof of their share
Shareholders’ Meetings are convened and conducted under the
ownership as well as their ownership of the portion of capital as
conditions provided for by law.
required by the regulations. Review of the item or draft resolution
The Ordinary Shareholders’ Meeting is called to take any decisions filed pursuant to regulatory conditions is subject to those making the
that do not modify the Company’s bylaws. It is held at least once request providing a new attestation justifying the shares being
a year within six months of the closing date of each fiscal year to recorded in a book-entry form in the same accounts on the second
approve the financial statements of that year. It may only deliberate, business day preceding the date of the meeting.
at its first meeting, if the shareholders present, represented or
The Central Social and Economic Committee (formerly the Central
participating by remote voting hold at least one fifth of the shares
Works Council) may also request the addition of draft resolutions to
that confer voting rights. No quorum is required at its second meeting.
the meeting agendas under the forms, terms and deadlines set by
Ordinary Shareholders’ Meeting decisions are made with the majority
the French Labor Code. In particular, requests to add draft resolutions
of votes of shareholders present, represented or participating by
must be sent within 10 business days following the date on which
remote voting.
the notice of meeting was published.
Only the Extraordinary Shareholders’ Meeting is authorized to modify
the bylaws. It may not, however, increase shareholders’ commitments. 4.4.3.2 Admission of shareholders
It may only deliberate, at its first meeting, if the shareholders present, to Shareholders’ Meetings
represented or participating by remote voting hold at least one
Participation in any form in Shareholders’ Meetings is subject to
quarter, and, at the second meeting, one fifth, of the shares that
registration of participating shares, either in the registered account
confer voting rights. Decisions of Extraordinary Shareholders’ Meeting
are made with a two thirds majority of votes of shareholders present,
maintained by the Company (or its securities agent) or recorded in
bearer form in a securities account maintained by a financial
4
represented or participating by remote voting.
intermediary. Proof of this registration is obtained under a certificate of
One or several shareholders holding a certain percentage of the participation (attestation de participation) delivered to the shareholder.
Company’s share capital (calculated using a decreasing scale based Registration of the shares must be effective no later than midnight
on the share capital) may ask for items or draft resolutions to be added (Paris time) on the second business day preceding the date of the
to the agenda of a Shareholders’ Meeting under the forms, terms Shareholders’ Meeting. If, after having received such a certificate,
and deadlines set forth by the French Commercial Code. Requests shares are sold or transferred prior to this record date, the certificate
to add items or draft resolutions to the agenda must be sent no later of participation will be canceled and the votes sent by mail or proxies
than 20 days after the publication of the notice of meeting that the granted to the Company for such shares will be canceled accordingly.
Company must publish in the French official journal of legal notices If shares are sold or transferred after this record date, the certificate
(Bulletin des annonces légales obligatoires, BALO). Any request to of participation will remain valid and votes cast or proxies granted will
add an item to the agenda must be justified. Any request to add a be taken into account.
In accordance with Article L. 225-37-5 of the French Commercial — Control mechanisms specified in an employee shareholding
Code, information relating to factors likely to have an impact in the system
event of a public offering is provided below.
The rules relating to the exercise of voting rights within the
— Structure of the share capital Company collective investment funds are presented in point
6.4.2 of this chapter 6.
The structure of the Company’s share capital as well as the
interests that the Company is aware of pursuant to Articles — Shareholder agreements of which the Company is aware
L. 233-7 and L. 233-12 of the French Commercial Code are and that could restrict share transfers and the exercise
presented in points 6.4.1 to 6.4.3 in chapter 6. of voting rights
— Restrictions on the exercise of voting rights and transfers The Company is not aware of any agreements between
of shares provided in the bylaws – Clauses of the agreements shareholders as specified in paragraph 6 of Article L. 225-37-5 of
of which the Company has been informed in accordance the French Commercial Code which could result in restrictions on
with Article L. 233-11 of the French Commercial Code the transfer of shares and exercise of the voting rights of the
Company.
The provisions of the bylaws relating to shareholders’ voting rights
are mentioned in point 7.2.4 of chapter 7. The Company has not — Rules applicable to the appointment and replacement
been informed of any clauses as specified in paragraph 2 of Article of members of the Company’s Board of Directors
L. 225-37-4 of the French Commercial Code. and amendment of the bylaws
— Holders of securities conferring special control rights No provision of the bylaws or agreement made between the
Company and a third party contains a specific provision relating to
Article 18 of the bylaws stipulates that double voting rights are
the appointment and/or replacement of the Company’s directors
granted to all the shares held in the name of the same shareholder
that is likely to have an impact in the event of a public offering.
for at least two years. Subject to this condition, there are no
securities conferring special control rights as specified in paragraph — Powers of the Board of Directors in the event of a public offering
4 of Article L. 225-37-5 of the French Commercial Code.
The delegations of authority or authorizations granted by the
Shareholders’ Meeting that are currently in effect limit the powers
of the Board of Directors during public offering on the Company’s
shares. Such delegation expire during a public offering.
— Agreements to which the Company is party and which are Although a number of agreements made by the Company contain
altered or terminated in the event of a change of control a change in control clause, the Company believes that there are no
of the Company – Agreements providing for the payment agreements as specified in paragraph 9 of Article L. 225-37-5 of the
of compensation to members of the Board of Directors French Commercial Code. The Company also believes that there are
or employees in the event of their resignation or dismissal no agreements as specified in paragraph 10 of Article L. 225-37-5 of
without real and serious cause or if their employment were the French Commercial Code. For commitments made for the Chairman
to be terminated as a result of a public offering and Chief Executive Officer in the event of a forced departure owing
to a change of control or strategy, refer to point 4.2.2 of this chapter.
French law provides that the statutory and alternate auditors are appointed for renewable 6- fiscal year terms. The terms of office of the
statutory auditors and of the alternate auditors will expire at the end of the Shareholders’ Meeting called in 2022 to approve the financial
statements for fiscal year 2021.
4.4.5.2 Fees received by the statutory auditors (including members of their networks)
ERNST & YOUNG Audit KPMG S.A.
Amount in M$ Amount in M$
(excluding VAT) % (excluding VAT) %
Audit
Statutory auditors. certification. examination of
the parent company and consolidated accounts 22.3 26.3 74.5 77.3 17.7 20.8 76.3 76.7
TOTAL S.A. 3.3 3.5 10.9 10.3 3.3 3.5 14.2 12.9
Fully Consolidated subsidiaries 19.0 22.8 63.6 67.0 14.4 17.3 62.1 63.8
Other work and services directly related to
the mission of the statutory auditors 2.8 3.2 9.3 9.4 3.8 4.2 16.4 15.5
TOTAL S.A. 0.9 0.2 3.1 0.6 0.7 0.7 3.0 2.6
Fully Consolidated subsidiaries 1.9 3.0 6.2 8.8 3.1 3.5 13.4 12.9
SUBTOTAL 25.1 29.5 83.8 86.7 21.5 25.0 92.7 92.2
Other services provided by the networks to
fully Consolidated subsidiaries
Legal. tax. labor law 4.2 3.9 13.9 11.5 1.5 1.9 6.5 7.0
Other 0.7 0.6 2.3 1.8 0.2 0.2 0.9 0.8
SUBTOTAL 4.9 4.5 16.2 13.3 1.7 2.1 7.3 7.8
TOTAL 30.0 34.0 100 100 23.2 27.1 100 100
Chapter 5 of this Registration Document constitutes the consolidated economic performance as well as on employees’ working conditions,
statement of non-financial performance as per Article L. 225-102-1 of the actions aimed at fighting discrimination and promoting diversity,
the French Commercial Code, and discloses how the Company and and the measures taken in favor of people with disabilities (1).
the entities included in the scope of consolidation, in accordance
This statement of non-financial performance was prepared with the
with Article L. 233-16 of the French Commercial Code, take into
assistance of several of the Company’s corporate functional divisions,
account the social and environmental consequences of their activities,
in particular the Legal, Finance, Audit & Internal Control and People
as well as the effects of those activities with regard to respect for
& Social Responsibility Divisions. The statement was reviewed by the
human rights and fighting corruption and tax evasion.
Audit Committee and was thereafter approved by the Board of
Pursuant to the above mentioned Article L. 225-102-1, this statement Directors.
also includes information about the impact on climate change of the
The data presented in the statement of non-financial performance
Company’s activity and the use of the goods and services that it
are provided on a current-scope basis. The reporting scopes and
produces, its societal commitments in order to promote sustainable
method concerning the information in this chapter are presented in
development, the circular economy, the collective agreements in
point 5.11 of this chapter.
place within the Company and their impacts on the Company’s
(1) The Group has not made any specific societal commitments in order to prevent food waste and food poverty or to promote animal welfare and responsible, fair and sustainable food,
as these are not significant challenges with respect to the nature of the Group’s activities.
Introduction 5
5.1 Introduction
An ambition for the Company: to become the responsible energy major
TOTAL is present in more than 130 countries. The nature of its — during operations;
activities and its geographical footprint in complex environments
— prior to placing new substances on the market (toxicological and
place the Group at the junction of a range of society’s concerns
ecotoxicological studies, life cycle analyses).
relating to people, the environment or business ethics. Faced with
these challenges, TOTAL’s ambition is to become the responsible These assessments incorporate the regulatory requirements of the
energy major by contributing to supply to as many people as possible countries where the Group operates and generally accepted
a more affordable, more available, and cleaner energy. professional practices. In addition, internal control systems are
structured and regularly adjusted to align with the specific features of
This ambition is embodied by the One Total Company project, which
certain areas and the corporate strategic orientations set by the
unites the various activities of the Group, its entities and all of its
Board of Directors and General Management.
employees around a Company’s evolution process with the aim to
supply energy to an ever-growing population, taking into account the
challenges of climate change and new energy production and
As part of its statement of non-financial performance, TOTAL
consumption patterns. This ambition is based on the values restated
has thus identified the main challenges linked to its activities.
and shared by all, (Safety, Respect for Each Other, Pioneer Spirit,
These are listed in the introduction to the sections relating to
Stand Together and Performance-Minded). These values guide the
social information, health, safety, the environment, climate,
Group’s actions.
human rights, the fight against corruption and tax evasion, its
TOTAL’s Code of Conduct sets forth the principles to be applied societal approach and contractors and suppliers relationships.
during day-to-day operations. It states the Group’s commitments and
expectations of each of its stakeholders and serves as a reference
for employees and any other person working on behalf of the Group. For its reporting, TOTAL refers to the GRI (Global Reporting Initiative)
and to the TCFD (Task Force on Climate-related Financial Disclosures)
The Company adheres to the United Nations Global Compact and
recommendations on climate. It also relates to the IPIECA guidance
the responsible development strategy of the Group is based, in
for environmental and societal issues. Detailed information on
particular, on taking into account the United Nations’ Sustainable
these reporting guidelines is available on the Group’s website
Development Goals (SDGs) in its operations. As such, TOTAL intends
(sustainable-performance.total.com).
to conduct its activities according to the following principles of:
— ensuring the safety and security of people and the integrity of its
TOTAL also monitors its stakeholders’ perception of its CSR 5
(Corporate Social Responsibility) performance. The Group intends to
facilities;
organize its action through a lasting approach of dialogue and
— limiting its environmental footprint; transparency vis-à-vis its stakeholders.
— taking into account climate change challenges into its strategy; In terms of non-financial rating, TOTAL has been included
continuously in the FTSE4Good index (London Stock Exchange)
— incorporating the challenges of sustainable development in the
since 2001 and in the Dow Jones Sustainability World Index (DJSI
management of its activities;
World – New York Stock Exchange) since 2004. TOTAL has been
— promoting equal opportunities and fostering gender and cultural listed on DJSI Europe every year since 2005, except in 2015. TOTAL
diversity among its personnel; is also in second place in the ranking produced in November 2018
by the CDP in its publication “Beyond the cycle – Which oil and gas
— respecting human rights and business ethics;
companies are ready for the low-carbon transition?” In addition, 2018
— increasing its local foothold through stakeholders dialogue with saw the confirmation of the Gold status of the three TOTAL
the objective of creating shared value. commercial entities listed on the EcoVadis platform vis-à-vis their
customers.
The Group employs a continuous risk identification process. These
risk mappings enable the Group to develop sector policies according In 2018, TOTAL was recognized as a “LEAD Company” by the Global
to the desired level of control. The Group also manages its activities Compact for its commitment to environmental and societal
through internal management systems implemented at the different responsibility, amongst thirty other companies worldwide.
levels of the company (headquarters, subsidiaries and sites). Within
The Global Compact appointed TOTAL’s Chairman and Chief
this framework, the Group performs regular assessments, following
Executive Officer as an SDG Pioneer in 2017 in recognition of the
different modalities, of the risks and impacts of its activities in the
commitments made by the Group for driving partnerships and
areas of industrial safety, security, the environment, workers and local
investing in low carbon energies.
residents’ protection, and business ethics. These assessments are
generally carried out:
— prior to investment decisions in the Group’s industrial projects
(safety and security studies, impact assessments, particularly
environmental and societal), acquisition and divestiture;
Business model
The United Nations, which adopted in 2015 the 17 Sustainable what contribution the oil and gas industry can make to the SDGs.
Development Goals (SDGs) originally aimed for States, have called Furthermore, TOTAL has integrated the United Nations’
upon corporations’ contribution to collectively find solutions to recommendations (1) to better identify the scope of its contribution to
sustainable development challenges. the SDGs.
Energy being central to human and economic development, TOTAL Through its activities, the Group is concerned by all of the SDGs.
has committed since 2016 to contributing to the SDGs. The Group However, TOTAL has identified the following SDGs as those on which
has become involved in a sectoral approach through its active work it can have a more direct influence.
within IPIECA to help produce a common framework setting out
People SDG 8: by providing a solid social base for its employees and promoting decent working
conditions in its supply chain
SDG 3: by ensuring the safety of its employees and stakeholders and the health of all
people linked to its activities
SDG 4: by supporting the evolution of existing jobs through training and employees’ skills
enhancement
Environment SDG 12: by reducing its environmental footprint and increasing its involvement in the circular
economy
SDG 14 and 15: by committing to protect biodiversity through its operations and corporate
citizenship policy
Climate SDG 13: by incorporating the challenges of climate change into its strategy
SDG 7: by developing a portfolio of low carbon activities and an affordable energy offering
to as many people as possible
Ethics & Societal SDG 16: by contributing to the promotion of human rights, transparency and the fight
against corruption
SDG 10: by contributing to the development and progress of the territories in which the
Group operates
Collective action SDG 17: by encouraging a collective approach to find solutions to the global sustainable
growth challenges
The Group’s contributions to each SDG are illustrated below in the form of icons. They can also be found on the Group’s website
sustainable-performance.total.com.
(1) According to SDG Compass: Understanding the SDGs, Defining priorities, Setting goals, Integrating, Reporting and Communicating.
Social challenges 5
5.3 Social challenges
TOTAL’s ambition is to become the responsible energy major. Thus, To address its challenges, TOTAL relies on the Group Human
in order to help provide specific solutions to the major challenges Resources division, which forms part of People & Social Responsibility
emerging over the coming decades, TOTAL relies on the know-how division, whose President is a member of the Executive Committee.
and commitment of over 104,000 employees around the world. In particular, the Group Human Resources division has the role of
defining the Human Resources strategy and policies of the Group in
accordance with the business challenges and the One Total Company
In this context, the Group has identified its main challenges to project.
developing Human Resources:
In line with the multiple situations encountered in the field, it coordinates
— attracting and developing talents by identifying and the promotion and roll-out of the new policies to support the various
enhancing each person’s abilities, based on the principle Human Resources departments in the Group’s business segments.
of non-discrimination and equal opportunity; The Group’s indicators were reviewed in 2018 with a view to
improving the implementation of Human Resources policies and
— maintaining employees’ long-term employability by facilitating
obtaining more detailed knowledge of specific local requirements,
skills acquisition in order to keep up with the development
and are monitored in order to enhance the Group’s Human Resources
of job sectors and technologies;
activities.
— ensuring a high level of commitment based on respect for
each other, health and well-being at work.
(1) The Hay method is a unique reference framework used to classify and assess jobs level.
Social challenges
Social challenges 5
The compensation structure of the Group’s employees is based on 5.3.1.3 A proactive policy to increase employee
the following components, depending on the country: shareholding and employee savings
— a base salary, which is subject to individual and/or general Employee shareholding, one of the pillars of the Group’s Human
salary-raise campaigns each year. The merit-based salary-raise Resources policy, is extended via three main mechanisms: the grant
campaigns are intended to compensate employees’ individual of performance shares, share capital increases reserved for
performance according to the targets set during the annual employees, and employee savings. In this way, TOTAL wishes to
individual review, including at least one HSE (Health, Safety, encourage employee shareholding, strengthen their sense of
Environment) target; and belonging to the Group and give them a stake in the Group’s
performance by allowing them to benefit from their involvement.
— an individual variable compensation starting at a certain level
of responsibility, which is intended to compensate individual Each year since 2005, TOTAL has granted performance shares to
performance (quantitative and qualitative attainment of previously many of its employees (approximately 10,000 each year since 2009).
set targets) and the employee’s contribution to collective The definitive granting of these shares depends on the fulfillment of
performance evaluated among others according to HSE targets performance conditions assessed at the end of a vesting period
set for each business segment, which represent up to 10% of extended to three years in 2013 (refer to point 4.3.4 of chapter 4).
the variable portion. In 2018, 86.7% of the Group’s entities (WHRS The 2018 plan approved by the Board of Directors of TOTAL S.A. in
scope) included HSE criteria in the variable compensation. March 2018 granted a 7% higher volume of performance shares
compared with the 2017 plan. Over 40% of plan beneficiaries had
Complementary collective variable compensation programs are
not received performance shares the previous year. More than
implemented in some countries, such as France, via incentives and
10,000 employees were concerned by this plan, over 97% of whom
profit-sharing that also incorporates HSE criteria. According to the
are non-senior executives.
agreement signed for 2018-2020 applicable to the oil and
petrochemicals (1) (scope of about 17,700 employees in 2018) sector TOTAL also invites employees of companies more than 50% owned
in France, the amount available for employee incentive is determined in terms of voting rights, and subscribing to the Shareholder Group
based on: Savings Plan (PEG-A) created in 1999 for this purpose, to subscribe
to share capital increases reserved for employees. Previously offered
— financial parameters (the Group’s return on equity as an absolute
every two years, share capital increases reserved for employees now
value and compared to four peers (2)),
take place annually. As a result, more than 60% of the Group’s
— the attainment of safety targets (injury rate and accidental deaths employees are shareholders. Depending on the offerings chosen and
in the oil and petrochemicals sector in France), the employees’ location, these operations are completed either
through Company Savings Plans (3) (FCPE) or by subscribing directly
— criteria assessed at the level of the entity to which the employees
for shares or for American Depositary Receipts (ADRs) in the United
belong, relating to employee commitment to priority areas
States.
identified by the Total Foundation program, which is driven mainly
by the Fondation d’entreprise Total in France, Pursuant to the authorization given by the Annual Shareholders’
— criteria relating to the performance of the entity in question
Meeting of June 1, 2018, the Board of Directors of TOTAL S.A. 5
approved, at its meeting on September 19, 2018, the principle of a
(production, sales volumes, gross margins, operating costs, etc.).
share capital increase reserved for employees to be completed
The Group also offers pension and employee benefit programs in 2019. This operation will concern approximately 100 countries.
(health and death) meeting the needs of the subsidiaries and the As in 2018, two offerings are proposed: a traditional scheme with a
Group’s standards. These programs, which supplement those that 20% discount and a leveraged scheme in all countries where
may be provided for by local regulations, allow each employee to: permitted by law. Employees will receive a matching contribution of
five free shares for the first five shares subscribed. The shares
— benefit, in case of illness, from coverage that is at least equal to
subscribed will give holders current dividend rights. The subscription
the median amount for the national industrial market;
period will close in mid-May 2019.
— save or accumulate income substitution benefits for retirement;
The previous operation took place in 2018. Over 40,000 employees
— arrange for the protection of family members in case of the in 94 countries took part in this share capital increase, which resulted
employee’s death via insurance that provides for the payment of in the subscription of 9,174,817 shares at a price of €37.20 per
a benefit recommended to equal two years’ gross salary. share.
These programs are reviewed on a regular basis and adjusted when Employee savings are also developed via the TOTAL Group
necessary. Savings Plan (PEGT) and the Complementary Company Savings Plan
(PEC), both open to employees of the Group’s French companies
that have subscribed to the plans under the agreements signed in
2002 and 2004 and their amendments. These plans allow
investments in a wide range of mutual funds, including the Total
Actionnariat France fund that is invested in TOTAL shares.
A Collective Retirement Savings Plan (PERCO) is open to employees
of the Group’s French companies covered by the 2004 Group
agreement on provisions for retirement savings. Other saving plans
and PERCO are open in some French companies covered by specific
agreements. Employees can make discretionary contributions in the
framework of these various plans, which the Group’s companies may
supplement under certain conditions through a matching contribution.
The Group’s companies in France made gross matching contributions
that totaled €70.8 million in 2018.
(1) i.e., the following companies in France: TOTAL S.A., Elf Exploration Production, Total Exploration Production France, Total Marketing Services, Total Marketing France, Total Additifs et
Carburants Spéciaux, Total Lubrifiants, Total Fluides, Total Raffinage-Chimie, Total Petrochemicals France, Total Raffinage France, Total Global Information Technology Services, Total
Global Financial Services, Total Global Procurement, Total Global Human Resources Services, Total Learning Solutions, Total Facilities Management Services and Total Consulting.
(2) ExxonMobil, Royal Dutch Shell, BP and Chevron.
(3) Total Actionnariat France, Total France Capital+, Total Actionnariat International Capitalisation, Total International Capital.
Social challenges
The Group’s policy in the field of training hinges on five major areas:
Maintaining employees’ long-term employability is another key
factor in the successful implementation of the Company project. — sharing TOTAL’s corporate values, particularly with respect to HSE,
In order to manage this risk, the Group operates a tailored ethics, leadership, innovation and digital technology;
training policy focused on two areas: facilitating skills acquisition
— supporting the development of existing activities and creating
in order to keep up with the development of job sectors and
new ones in order to achieve the Group’s ambitions;
technologies, and contributing to maintaining employees’
long-term employability. — increasing key skills in all business areas to maintain a high level
of operating performance;
— promoting employees’ integration and career development
The technical and commercial know-how of employees and their
through Group induction and training on management and
ability to manage large projects underpin the Group’s operational
personal development; and
excellence and are essential for the Group’s development. TOTAL
therefore offers tailored, continuous training programs aimed at — supporting the policy of mobility and diversity within the Group
enhancing employees’ skills and employability. These training courses through language and intercultural training.
form part of an approach based on improving skills and supporting
The Group’s training efforts remained strong in 2018, with 75% of
careers, including for employees moving between business segments
employees having attended at least one site training during the year.
and/or geographical region.
In 2018, there were 234,174 days of on site training, for a total
budget around €157 million.
For remote training, there were 30,128 people trained.
Average number of training days/year per employee (a) (excluding “Companion” apprenticeships) 2018 (b) WHRS 2017 WHRS 2016
By region
Africa 4.8 5.3 5.8
North America 4.0 4.1 3.9
Latin America 3.5 2.8 3.0
Asia Pacific 4.2 4.4 4.3
Europe 2.7 3.1 3.0
Middle East 5.7 6.4 5.4
Oceania 3.6 0.5 0.5
French overseas departments and territories 0.8 2.7 1.8
Social challenges 5
In addition, TOTAL has a technical training center, Oléum, which of the Group worldwide, as well as partners and external customers.
combines technical expertise and life-size technical learning In 2018, a platform was introduced enabling the delivery of the
platforms. The center operates on two sites in France (in Dunkerque certified Basic Offshore Safety Induction and Emergency Training
and La Mède), offering trainees a life-size Seveso environment and course. This certification is mandatory for all personnel working on
providing technical training in operations, maintenance, inspection, offshore platforms.
safety and more. Oléum welcomes interns from all sectors of activity
5.3.3 Ensuring a high level of commitment based on respect for each other,
health and well-being at work
Social challenges
TOTAL aims to hire women in proportions that reflect the percentages % of men 2018 2017 2016
of qualifications awarded by the higher education establishments in
Employees 64.9% 66.7% 67.6%
its business segments. The Group strives to promote the same
proportion of women and men with equivalent qualifications and Permanent contract recruitment 60.5% 61.4% 63.1%
experience within the overall population eligible for a specific
promotion.
Internationalization of management
To encourage young women to choose to study technical subjects,
With employees representing over 150 nationalities, TOTAL enjoys
TOTAL has been a partner of the “Elles bougent” organization in
broad cultural diversity and believes that it is important to promote
France since 2011, and served as honorary Chairman in 2015. Some
this at all levels of its activities. In 2018, 84.9% of employees hired by
130 female engineers regularly inform high-school girls about careers
the Group and 58.9% of managers hired were non-French nationals.
in science. Throughout the Group, female engineers and technicians
In 2018, the integration in the consolidation scope of companies
from all cultures are encouraged to give talks to high-school girls and
mainly present in France (such as Argedis, Direct Énergie and
female students to illustrate women’s contribution to the fields of
GreenFlex for instance) is partly responsible for the more
science and technology.
representation of French people in hires and Group employees.
Diversity is also promoted through action to change mentalities, and
The Group has set a target of having local managers representing
awareness, training and communication events are held regularly.
50% to 75% of the subsidiaries’ Management Committee members
Internal training courses such as “Managing your career as a woman”
by 2020 (they represented 52% in 2018 compared to 54% in 2017)
and “Managing diversity” are also available.
and non-French nationals representing 40% of senior executives
Through its mentoring activities and development workshops, the (having represented approximately 19% in 2004 and are 32.1% in
TWICE (Total Women’s Initiative for Communication and Exchange) 2018).
network also helps to develop the gender diversity policy. It aims to
Several measures have been put in place to internationalize the
promote the progression of women within the Group, particularly to
management population, including career paths to internationalize
management roles, and help women further their careers. Created in
careers, increasing the number of foreign postings for employees of
2006, it is currently in place in France and abroad (35 local networks)
all nationalities (approximately 4,000 employees representing more
and has over 3,200 members. Since 2010, nearly 610 women have
than 100 nationalities are posted in more than 100 countries), and
benefitted from the network’s mentoring program, in France and
integration and personal development training organized by large
internationally, and which helps them to better anticipate the key
regional hubs (for example, Houston, Johannesburg and Singapore).
phases of their careers.
The signing of agreements, international charters and commitments % of employees
relating to diversity is emblematic of the Group’s conviction at the of non-French nationality 2018 2017 2016
very highest level of decision-making.
Permanent contract recruitment 84.9% 90.3% 93.4%
Thus, in 2010, TOTAL signed the “Women’s Empowerment
Management (JL ≥ 10) recruitment (a) 58.9% 68.0% 75.3%
Principles – Equality Means Business” set out in the United Nations
Global Compact, and its commitment to equal opportunities and the Employees 66.2% 68.2% 69.0%
equal treatment of women and men is regularly embodied in
Managers (JL ≥ 10) (a) 56.6% 58.1% 58.8%
agreements that address the issue of diversity, such as the global
agreement signed in 2015 with IndustriALL, or the Global Deal to Senior executives 32.1% 28.9% 28.2%
which TOTAL has adhered more recently in 2017.
In 2016, TOTAL, along with 20 other oil and gas companies, got % of employees of French nationality 2018 2017 2016
involved at the World Economic Forum by signing “Closing the
Employees 33.8% 31.8% 31.0%
Gender Gap – a Call to Action”. This joint declaration is based on
seven action principles (leadership; expectations and goal setting; Permanent contract recruitment 15.1% 9.7% 6.6%
Science, Technology, Engineering and Mathematics (STEM) program;
(a) Job Level of the position according to the Hay method. JL10 corresponds to junior
clear responsibilities; recruitment, retention and promotion policies; manager (cadre débutant) (≥ 300 Hay points).
inclusive corporate culture; and work environment and work-life
balance) and two decisive drivers: more diverse recruitment and The inclusion of the teams from Mærsk Oil, the acquisition of which
greater openness of technical and management roles to women. was finalized in March 2018, explains the increase in international
employees on local Management Committees and senior executives
In the same vein, the Chairman and Chief Executive Officer chaired
of non-French nationality.
the 15th edition of the Entretiens de Royaumont discussion forum at
the end of 2018, on the subject of “Being a woman”.
Measures promoting the employment
and integration of people with disabilities
% of women 2018 2017 2016
The integration and job retention of people with disabilities are
Permanent contract recruitment 39.5% 38.6% 36.9%
covered by specific measures incorporated into the Group’s diversity
Management (JL ≥ 10) (a) recruitment 31.9% 31.9% 29.7% policy.
Employees 35.1% 33.3% 32.4% In France, for over 20 years, TOTAL has implemented its policy to
promote the employment of people with disabilities by signing
Managers (JL ≥ 10) (a) 27.7% 26.3% 25.5%
agreements with employee representatives. Three framework
Senior executives 21.6% 21.1% 19.9% agreements signed for three years (2016-2018) with the French
representative unions and approved by the government (DIRECCTE
(a) Job Level of the position according to the Hay method. JL10 corresponds to junior
manager (cadre débutant) (≥ 300 Hay points).
92) set out the commitments of the Group’s French companies with
regard to occupational integration of people with disabilities. The
average Group employment rate of people with disabilities in France
(direct and indirect employment) was 5.19% in 2017 (1) (compared
to 5.16% in 2016 and 4.99% in 2015). These agreements will be
renegotiated in 2019.
(1) The percentage for 2018 is not available at the date of publication of this Registration Document.
Social challenges 5
The agreements in force are based on three major priorities: In Africa, the Young Graduate Program run by the Marketing &
Services segment offers graduates below the age of 25 an 18-month
— professional support throughout the employee’s career;
work placement. The program is split into two phases consisting of
— an integration and professional training plan; work experience at a subsidiary in the young person’s home country
followed by an assignment in another country. Since the program
— the development of agreements and partnerships with the
was launched in 2014, over 350 young people have taken this
disabled and protected employment sectors (ESAT and EA).
opportunity to improve their employability. The Young Graduate
TOTAL promotes recruitment of people with disabilities as well as Program aims to reach the milestone of 500 graduates registered by
indirect employment by purchasing from the protected employment 2020.
sector as part of its responsible procurement. At the same time, the
Volontariat International en Entreprise (VIE) is an international
Group takes various types of action:
internship program that offers young graduates aged between 18
— internally: integration, professional training, support and job and 28, from France or other European Economic Area member
retention, communication, awareness actions and sessions states, professional internship within an affiliate and abroad for a
organized for managers and all the teams, as well as for Human maximum of 24 months. The program has been in operation within
Resources managers; the Group since 2002, and over 1,700 young people have benefited
from it to date.
— externally: information and advertising aimed at students,
cooperation with recruitment agencies, attendance at specialized
Other anti-discrimination measures
forums, partnerships with schools and universities.
Large-scale initiatives aimed at raising employees’ awareness of
TOTAL’s Disability Program is a structure within the Diversity department
diversity are organized on a regular basis.
of the Group’s Human Resources division. It is responsible for leading
the disability policy and relies on a network of expert contacts within In October 2018, the Diversity Council, chaired by a member of the
the establishments. Executive Committee, met in Paris. A year-end 2017 review was
performed and areas for action were identified to ensure that the
Internationally, the Group’s actions to support employees with
goals set for 2020 are achieved, particularly in terms of the
disabilities took on a new dimension at the end of 2018, with the
appointment, recruitment, feminization and internationalization of the
ambition of going beyond the legal requirements in all of the countries
Group’s senior executives.
where it operates. This aim was embodied by the signing of the
International Labour Organization (ILO) Global Business and Disability The Group signed the LGBT (lesbian, gay, bisexual and transgender)
Network Charter in October 2018. To date, 40 subsidiaries have Charter in 2014. Prepared by the “L’Autre Cercle” association, it
voluntarily signed up to the scheme and have set goals for the next establishes a framework for combating discrimination related to
two years on the basis of the five principles identified as priorities by sexual orientation or identity in the workplace in France.
the Group: respect and promotion of rights, policy and practice of
TOTAL has written a practical guide to religion in the Group to offer
non-discrimination, accessibility, job retention and confidentiality. The
first stage of implementation took place in December 2018, on
concrete answers to employees’ questions about religion in the
workplace and to promote tolerance of everyone’s beliefs, while
5
International Day of Persons with Disabilities, giving the participating
respecting differences at the same time. The guide, which was posted
subsidiaries the opportunity to share internal best practices and learn
on the Group’s intranet site in March 2017, offers the keys to
from the ILO network and other companies’ experiences.
understanding different beliefs, so that everyone can better
In addition, TOTAL supports organizations such as the Association comprehend them in their everyday activities.
Total Solidarité Handicap (ATSH), which was formed in 1975 by
employees with children with disabilities. ATSH provides discreet, 5.3.3.2 Measures to meet the specific requirements
confidential moral and financial support, helps with paperwork and of the organization of work
practical assistance to current and retired employees of the Group
The Group’s activities are varied and, depending on the segments,
and their dependents in France who are affected by disability. It
require the implementation of specific regimes for the organization of
currently has over 350 members, a third of whom received help from
work, such as the “shift” regime (1) and the “rotational” regime (2). Most
the association in 2018.
shift workers are employed in the Refining & Chemicals, Marketing &
Services and Gas, Renewables & Power segments, while the
Commitment to promote the professional
rotational regime mainly concerns the Exploration & Production
integration of young people
segment.
TOTAL is committed to promoting the professional integration of
The average work week is determined in accordance with applicable
young people, thus increasing their employability. It believes that for
local law and limits set by International Labour Organization (ILO)
maximum impact, this issue must be tackled as early as possible in
conventions. Excluding specific regimes, it is less than 40 hours in
the education system, and has therefore put in place targeted actions
most subsidiaries located in Europe, Japan and Qatar. It is 40 hours
tailored to the specific context of the countries where they are
in most subsidiaries located in Asian, African and North American
implemented.
countries. It is above 40 hours, without exceeding 48 hours, in
In France, TOTAL’s target is to have 50% of secondary education subsidiaries located in Latin America (mainly Argentina, Brazil,
internships offered to disadvantaged youths. Since 2018, this has Mexico), a few countries in Asia (Cambodia, India, Philippines) and
been implemented in the Paris region. Africa (mainly South Africa, Equatorial Guinea and Morocco).
TOTAL recruited nearly 5,000 interns in France over the 2016-2018 The challenges involved in the organization of work are many and
period, corresponding to 5% of the workforce in France. As of 2019, varied depending on the regions of the world where the Group
the Group is committed to continuing with the scheme in the long operates, and the applicable local law. The Group entities put in
term. In addition, indicators reflecting TOTAL’s priority commitments place measures to meet the specific requirements of the organization
in relation to gender diversity, disability and the professional integration of work and promote, where possible, a good work-life balance. For
of disadvantaged youths will be set up to improve monitoring. example, remote working has been in place in France since 2012.
(1) For employees providing a continual activity with relays between teams to maintain production (two or three 8-hour shifts), for example in plants or refineries.
(2) For employees working at a location (town or worksite) far from their place of residence with alternating periods of work and rest.
Social challenges
As of December 31, 2018, the number of remote workers in France Responsibility (CSR) standards and guarantees worldwide for
(WHRS scope) was 1,371, 34.5% of whom were men (representing subsidiaries in which it has more than a 50% stake (occupational
473 men), compared to 952 in 2017 and 746 in 2016. health and safety, human rights in the workplace, enhancement of
the dialogue with employees, life insurance, professional equality,
WHRS WHRS WHRS
societal responsibility and assistance with organizational changes).
2018 2017 2016
In addition, the Group ensures that the principles of the agreement
% of companies offering the option on health, safety and human rights are disclosed to and promoted
of remote working 25.8% 24.1% 18.5% among its service providers and suppliers. The implementation of
this agreement is monitored annually with representatives who are
% of employees involved in remote
members of trade unions affiliated with the IndustriALL Global Union
working of those given the option 5.0% 4.1% 3.4%
and appointed by this federation. Two follow-up meetings were
therefore held in July 2017 and 2018 to assess the implementation
In addition, as part of a global approach to preventing and managing of the agreement and identify areas for improvement and actions to
employee absenteeism, the sickness absenteeism rate is one of the be taken. The aim is to maintain the partnership and renegotiate the
indicators monitored under the WHRS: agreement for 2019 and beyond.
WHRS WHRS WHRS In December 2017, TOTAL also joined the worldwide Global Deal
2018 2017 2016 initiative, a multi-stakeholder partnership that aims to incite
governments, companies, unions and other organizations to make
Sickness absenteeism rate 3.0% 2.4% 2.4%
concrete commitments to favoring dialogue with employees. The
Global Deal promotes the idea that effective social dialogue can
The sickness absenteeism rate evolves notably due to the integration contribute to decent work and quality jobs and, as a consequence,
of new companies in the consolidated scope. to more equality and inclusive growth from which workers, companies
and civil society benefit.
5.3.3.3 Promoting social dialogue
As a company that listens to the people who work for it, TOTAL
Social dialogue is one of the pillars of the Company project. It includes continues to build on its Company project, One Total, through a
all types of negotiations, consultations or exchanges of information participative approach that engages employees. This approach was
between the Group entities, the employees and their representatives illustrated in 2016 by the involvement of employees in a reflection of
about economic and social issues and related to the life of the the Group’s ambitions and values. This was followed in 2018 by the
company. The subjects covered by dialogue with employees vary One Total, Be Simple collaborative campaign focusing on employees’
from company to company, but some are shared throughout, such day-to-day lives, with simplification having been identified as the key
as health and safety, work time, compensation, training and equal area in which progress must be made in order to achieve the Group’s
opportunity. ambition. Employees were able to express their opinions on the
theme of simplification, share ideas for solutions and discuss the
The Group strives to maintain this dialogue at both a local level and
issues with each other through a dedicated collaborative platform.
at the head offices or centrally, as well as through its membership of
bodies and the signing of agreements. In addition, every two year, TOTAL carries out an internal survey
(Total Survey) among its employees to gather their views and
Among the numerous stakeholders with which TOTAL maintains
expectations with regard to their work situation and perception of
regular dialogue, the Group’s employees and their representatives
the Company, locally and as a Group. The results of the last survey
have a privileged position and role, particularly in discussions with
conducted in 2017 among 70,000 employees in 124 countries
the management teams. In countries where employee representation
demonstrated that employees have a commitment rate of 78% and
is not required by law (for example in Myanmar and Brunei), the
that 85% of them are proud to work for TOTAL.
Group companies strive to set up such representation. There are
therefore employee representatives in the majority of Group WHRS WHRS WHRS
companies, most of whom are elected. 2018 2017 2016
At European level, the European Committee enables the provision of % of companies with
information and discussions about the Group’s strategy and social, employee representation 80.5% 78.9% 78.5%
economic and financial situation, as well as on matters relating to
% of employees covered
sustainable development, environmental and societal responsibility,
by collective agreements 71.5% 73.1% 68.9%
and safety. It examines any significant proposed organizational
change concerning at least two companies in two European Number of active agreements signed
countries, to express its opinion, in addition to the procedures initiated with employee representatives
before the national representative bodies. A new agreement was worldwide 316 256 330
reached in July 2017 that contains some innovative measures of which in France (a) 190 160 245
allowing for better dialogue with the members of the European
Committee (field safety visits and learning expeditions to discuss the (a) Some agreements cover several companies at once (for example, agreements in the
Social and Economic Units -Unités Économiques et Sociales- or agreements in groups
Group’s strategy directly on site). of companies).
Globally, social dialogue is embodied through the signing of various
agreements. In 2015, TOTAL signed an agreement with the worldwide The number of employees covered by collective agreements has
trade union federation, IndustriALL Global Union, which represents increased in 2018: they were 62,628 in 2017 and 66,822 in 2018
50 million employees in 140 countries. Under this agreement, the within the WHRS scope.
Group made a commitment to maintain minimum Corporate Social
TOTAL places safety at the heart of its ambition to be a responsible TOTAL conducts its operations on the basis of its Safety Health
company. The measures and indicators used to manage the Group’s Environment Quality Charter (available at total.com). It forms the
activities are based on this fundamental value, in accordance with common foundation for the Group’s management frameworks, and
the strictest standards, particularly relating to health. sets out the basic principles applicable to safety, security, health, the
environment, quality and societal commitment. This Charter is
Given the specific nature of its activities, the Group’s operations give
implemented at several levels within the Group through its
rise to occupational health and safety risks for its employees and the
management systems. Group directives and rules define the minimum
personnel of external contractors. In addition, some of the products
requirements expected in these areas. General specifications, guides
marketed by TOTAL pose potential risks to the health and safety of
and manuals are the documents used to implement these directives
consumers. The Group therefore aims to meet its obligations with
and rules. The Group’s framework is available to all employees.
regards to information and prevention in order to minimize the risks
throughout the life cycle of its products. Since 2013, the Group’s business segments have increased their
efforts regarding the frameworks of the HSE management systems
in order to provide greater overall Group-wide consistency, while at
The Group has therefore identified its main personal health and the same time respecting the businesses’ specific characteristics.
safety challenges: The One MAESTRO (Management and Expectations Standards
Toward Robust Operations) reference framework, which focuses on
— preventing occupational accidents;
HSE issues and is common to all of the business segments, has
— preventing occupational health risks through improved been gradually rolled out since 2018. This reference framework
assessment; stipulates that HSE audits must be carried out every three to
five years on all assets, activities and sites operated by the
— minimizing the risks throughout the life cycle of products to
Group’s entities and subsidiaries (1), which must also perform a
prevent consumer health and safety risks.
self-assessment at least every two years. The Group’s HSE audit
protocol is based on this framework and contains all of the
To address its challenges, TOTAL relies on the HSE division, which
requirements of ISO 14001:2015 and ISO 45001:2018. The audit
protocol is applied in full during self-assessments and according to a
5
forms part of the People & Social Responsibility division, whose
risk-based approach during audits.
President is a member of the Executive Committee.
The Group’s entities and subsidiaries holding an interest in
In line with the multiple situations encountered in the field, the HSE
non-operated assets endeavor to promote the Group HSE
division coordinates the promotion and implementation of new
requirements and best practices and to adopt similar requirements
policies to support the various HSE departments of the Group’s
by the operator. This promotion process can be exercised during
entities and subsidiaries to enable them to prevent or mitigate risks.
board meetings, technical assistance contracts or through audits
Indicators are monitored so that the Group’s actions in relation to
when they are part of the shareholders’ agreements.
personal health and safety can be continuously adapted.
The Group’s personal safety policy covers three main areas: Indicators defined according to an internal procedure measure the
preventing occupational accidents, preventing transport accidents, main results. In addition to its aim of zero fatalities in the exercise of
and preventing accidents linked to technological risks, such as fires its activities, the Group has set the target of continuously reducing
and explosions. It relates to all employees of Group subsidiaries, the TRIR (2) and, for 2018, of keeping it below 0.9 for all personnel
employees of external contractors working on these entities’ sites as (Group and External Contractors).
well as employees of transport companies under long-term contracts.
The safety results are monitored with the same vigilance for all.
(1) Excluding Hutchinson and SunPower, which have their own reference frameworks. Hutchinson also has its own audit protocol.
(2) TRIR: Total Recordable Injury Rate.
Safety indicators 2018 2017 2016 Regarding road transport, for many years the Group has been
monitoring the number of severe road accidents involving its
TRIR (a): number of recorded
employees and those of external contractors. The actions taken have
injuries per million hours
reduced the number of severe accidents between 2016 and 2018
worked – All Personnel 0.91 0.88 0.91
by 33%. Work began in new areas in 2018, particularly relating to the
Group company employees 0.82 0.89 0.83 use of new technologies in accident prevention (defining a new
standard for the light vehicles used, driver fatigue detection) and the
External contractors employees (b) 1.01 0.88 0.99
assessment of the driver support and assistance systems offered by
LTIR (c): number of lost time manufacturers (automatic emergency braking, lane keeping assist,
injuries per million hours lane change assist, etc.).
worked – All Personnel 0.59 0.58 0.51
Number of severe road accidents (a) 2018 2017 2016
SIR : average number of days lost
(d)
per lost time injury 26 28 (e) 30 (e) Light vehicles and public transport (b) 7 11 9
Number of occupational fatalities 4 1 1 Heavy goods vehicles (b)
23 26 36
(a) TRIR: Total Recordable Injury Rate. (a) Overturned vehicle or other accident resulting in the injury of a crew member (declared
(b) As defined in point 5.11.4 of this chapter. incident).
(c) LTIR: Lost Time Injury Rate. (b) Vehicles on long-term contract with the Group (> 6 months).
(d) SIR: Severity Injury Rate.
(e) Excluding Saft Groupe.
With regard to air transport, a carrier selection process exists to limit
the risks relating to travel by Group and external contractor’s
The Group’s safety efforts over more than 10 years have resulted in a
employees, if their journey is organized by the Group. This process is
significant improvement in the TRIR and LTIR. Performance has
based on data provided by recognized international bodies: the
stabilized since 2016, mainly due to acquisitions and disposals of
International Civil Aviation Organization (ICAO), the IATA Operational
assets or subsidiaries. The gradual implementation of the One
Safety Audit (IOSA), the International Association of Oil and Gas
MAESTRO framework aims to strengthen the Group’s safety culture
Producers (IOGP), and civil aviation authority recommendations.
and create a new drive to improve safety results. Despite the
Airlines that do not have a rating from an international body are
measures put in place, in 2018 three accidents resulted in the death
assessed by an independent body commissioned by the Group.
of four employees working for external contractors: one during road
transport in Ethiopia, one during a handling operation in the Republic With regard to technological risks (also known as “major” industrial
of the Congo, and two during an operation to recommission a fuel risks), the risk analysis and prevention actions are described in point
storage tank in Egypt. 5.5.2 of this chapter.
Generally, an analysis is launched in response to any type of accident Whatever the nature of the accident, prevention actions rely on all
whatsoever. The method and scope of the analysis depend on the employees abiding by the Group’s safety policies. These are
actual or potential severity of the event. Consequently, a near miss disseminated through training courses aimed at the various groups
with a high severity potential is treated as a severe accident, and its of employees (new arrivals, managers, senior executives, etc.),
analysis is considered an essential factor of progress. Depending on including:
its relevance to the other Group entities, it triggers a safety alert and
— Safety Pass: These safety induction courses were started on
the distribution of a feedback form, depending on the circumstances.
January 1st, 2018, for new arrivals at the Group. Various courses
Regarding occupational safety, since 2010, the basic rules to be exist depending on the position held, and cover the Company’s
scrupulously followed by all personnel, employees and contractors major risks, the risks linked to the activities on site as well as
alike, in all of the Group’s businesses worldwide, are described in the those linked to the workplace. The theoretical content is
document “Safety at Work: TOTAL’s Twelve Golden Rules”, which supplemented by practical “life-saving” training sessions;
has been widely circulated within the Group.
— HSE for Managers aimed at operational or functional managers
The aim of the Golden Rules is to set out simple, easy-to-remember who are currently or will in the future be responsible within one of
rules that cover a large number of occupational accidents. In addition, the Group’s entities. Sessions are offered on all of the continents
further rules can be found in the One MAESTRO HSE framework, where TOTAL operates. Seven sessions were held in 2018 with
the business segment frameworks and the subsidiary frameworks. 305 managers participating;
According to the Group’s internal statistics, in more than 44% of — HSE Leadership for Group Senior Executives focused on safety
severe incidents or near misses with high severity potential in the leadership. Its objective is to give senior executives the tools to
workplace, at least one of the Golden Rules had not been followed. communicate and develop a safety culture within their
The proper application of these Golden Rules, and more generally of organization. This course is currently being updated, and a pilot
all occupational safety procedures, is verified through site visits and session in the new format will be held in early 2019. The target is
internal audits. The Stop Card system, which was set up in 2015, for all senior executives to have taken the new module within
also enables any employee of the Group or an external contractor to three years.
intervene if any of the Golden Rules is not being followed. In addition,
As TOTAL’s core value, Safety has been a component of the Group’s
in 2016, the HSE department created a unit bringing together the
employee compensation policy since 2011. A portion of the variable
reference persons on high-risk operations (work at height, lifting,
compensation received by employees, as well as by senior executives
high-pressure cleaning, excavations, etc.) in order to consolidate
and the Chairman and Chief Executive Officer, depends on the
in-house knowledge and relations with contractors.
achievement of HSE targets (refer to point 4.3.2 of chapter 4 and
The reporting of anomalies and near misses (approximately point 5.3.1 of this chapter).
600,000 per year) is strongly encouraged on a daily basis and is
With regard to security, the Group has put in place means to analyze
permanently monitored. The ability of each employee to identify
threats and assess risks in order to take preventive measures to limit
anomalies or dangerous situations is one of the measures of the
its exposure to security risks in the countries where it operates.
employees’ involvement and vigilance in accident prevention and
reflects the safety culture within the Group. In 2016, the Group HSE
Department also created a unit aimed at providing support for sites
to improve their safety culture upon their request.
With regard to prevention of occupational health risks, the Group Regarding the priority commitment to training, a fully updated PSR
implements a policy that defines the risk assessment methodology pack aimed at entity managers, prevention contributors and
to be applied by all Group entities and subsidiaries. The associated managers was finalized in 2018. Approved by international experts,
Group directive stipulates that the assessment includes chemical, it has now been translated into 11 languages and is the core material
physical, biological, ergonomic and psychosocial risks, and that it for training on this subject. The pack consists of two guides: a
must result in the design and roll-out of an action plan. In addition, it methodological guide for entity managers and anyone with a role in
requires that each Group entity sets out a formal medical monitoring PSR prevention, and a practical guide for managers to raise
procedure taking into account the requirements under local law awareness of the importance of the quality of life at work as a key
(frequency, type of examination, etc.) and the level of exposure of its factor in preventing PSRs. It also aims to support them in the
personnel to the various risks. day-to-day management of their teams in the event of difficulties,
risky situations and crisis situations.
To complement this program, the Group has set up an employee
health observatory. The aim is to monitor the health of a sample of On a broader level, TOTAL is helping to promote individual and
employees in order to identify the emergence of certain illnesses collective health programs in the countries where it operates,
and, if applicable, suggest appropriate preventive measures. The including vaccination campaigns and screening programs for certain
data is gathered anonymously during medical examinations and diseases (AIDS, cancer, malaria, etc.) for employees, their families
covers approximately 12% of Group employees worldwide. and local communities. Action is also taken regularly to raise awareness
of lifestyle risks (anti-smoking and anti-drinking campaigns, etc.).
The Group also has a Medical Advisory Committee that meets
regularly to discuss key health issues relating to the Group’s activities. The Group has put in place the following indicators to monitor the
It decides whether there is a need for additional health protection performance of its program:
strategies to be implemented. It consists of external scientific experts
and also brings together the Group’s senior executives and Health indicators (WHRS scope) 2018 2017 2016
stakeholders concerned by these issues.
Percentage of employees with
In terms of prevention, the Group has decided to make psychosocial specific occupational risks benefiting
risk prevention a priority commitment. In 2018, the Group identified
four areas of progress worldwide:
from regular medical monitoring (a) 98% 98% 99% 5
Number of occupational illnesses
— a minimum level of awareness and training for all; recorded in the year (in accordance
with local regulations) 154 143 108
— a system for measuring stress and the quality of the social
climate, facilitating the production of action plans; (a) As an exception to the reporting principles described in section 5.11 of this chapter, the 2018
rate does not include a company that did not report its data in time for the 2018 WHRS.
— a system for listening to and supporting employees in difficult
situations; Reporting on occupational illnesses covers only the Group’s
personnel (WHRS scope) and illnesses reported according to the
— coordination of actions and monitoring of indicators.
regulations applicable in the country of operation of each entity.
A Quality of Life at Work and Health working group was set up in
Musculoskeletal disorders, the main cause of occupational illnesses
September 2018 to coordinate and ensure the effectiveness of all of
in the Group, represented 69% of all recorded illnesses in 2018,
the actions taken. Led by the Group Human Resources division, all
against 68% in 2017. Therefore, in addition to ergonomic risk
of TOTAL’s business segments are represented, particularly the
assessments and the gradual training of personnel on its sites, the
international medical department. Its first task is to create and roll
annual Group Industrial Hygiene Day in December 2017 was on the
out a Worldwide Psychosocial Risk (PSR) Prevention program that
theme of Ergonomics and Musculoskeletal disorders.
addresses the four areas for progress.
The annual Group Industrial Hygiene day held in September 2018
was dedicated to asbestos and refractory ceramic fibers.
Environmental challenges
Unless certain precautions are taken, some of the products marketed for marketing the Group’s products worldwide in order to reduce
by TOTAL pose potential consumer health and safety risks; the Group potential risks to consumer health and the environment. TOTAL
therefore aims to meet its obligations with regard to information identifies and assesses the risks inherent to its products and their
and prevention in order to minimize the risks throughout its products’ use. The material safety data sheets (MSDS) that accompany the
life cycle. products marketed by the Group (in at least one of the languages
used in the country) as well as product labels are two key sources of
TOTAL’s health and products directive sets out the minimum
information. All new products comply with the regulatory requirements
requirements to be observed by the Group’s entities and subsidiaries
in the countries and markets for which they are intended.
TOTAL places the environment at the heart of its ambition of being a To address its challenges, TOTAL relies on the HSE division, which is
responsible company. In light of the specific nature of its activities, part of the People & Social Responsibility division, whose President
the Group’s operations pose risks for which TOTAL develops is a member of the Executive Committee. In particular, the HSE
structured management systems. division is tasked with defining the HSE strategy and policies of the
Group in line with the business challenges and the One Total
Company project.
The Group has therefore identified its main environmental
The HSE division manages in an integrated manner the
challenges:
environmental, security, health and societal challenges associated
— preventing incident risks connected to major industrial with the Group’s operations. It coordinates the implementation of the
events; Group’s Health, Safety, Environment and Quality charter, which
incorporates these challenges, by defining and monitoring the
— limiting its environmental footprint by managing energy
implementation of the One MAESTRO reference framework. This
consumption, emissions in natural environments (water, air,
reference framework is described in detail in point 5.4 of this chapter.
soil) and use of natural resources;
Environmental indicators have been monitored for many years in
— not to harm biodiversity and ecosystems during projects
order to constantly adapt the Group’s environmental protection
and operations especially when situated in sensitive natural
measures, which are presented in this section.
environments;
— limiting its production of residual waste by supporting the
circular economy.
TOTAL considers respect for the environment to be a priority. Quality Charter and the Group’s additional commitments are respected.
All employees, at every level, must do their utmost to protect the Group steering bodies, led by the HSE division, are tasked with:
environment as they go about their work. TOTAL strives to control its
— monitoring TOTAL’s environmental performance, which is
energy consumption, its emissions in natural environments (water, air,
reviewed annually by the Executive Committee, for which
soil), its residual waste production, its use of natural resources and
multi-annual improvement targets are set;
its impact on biodiversity. With regards to the environment, TOTAL
takes a constructive approach that is based on transparency and — handling, in conjunction with the business segments, the various
dialogue when communicating with its stakeholders and third parties. environment-related subjects of which they are in charge; and
To this end, the HSE division and the HSE departments within the — promoting the internal standards to be applied by the Group’s
Group’s entities seek to ensure both applicable local regulations and operational entities.
internal requirements resulting from the Safety Health Environment
Environmental challenges 5
The Group’s environmental targets (a): What has been accomplished:
— decrease SO2 air emissions by 50% between 2010 and 2020; — more than 50% reduction in SO2 air emissions reached
since 2017;
— maintain hydrocarbon content of water discharges below
30 mg/l for offshore sites and below 15 mg/l for onshore and — 100% of the Group’s oil sites have met the target for the
coastal sites; quality of onshore discharges since 2016 and 96% of the
Group’s oil sites have met the target for the quality of offshore
— valorize more than 50% of the waste produced by the sites
discharges in 2018;
operated by the Group.
— more than 50% of the waste produced by the sites operated
Moreover, the Group is committed to:
by the Group was valorized in 2018;
— systematically develop biodiversity action plans for production
— 5 biodiversity action plans deployed or in preparation in 2018;
sites located in protected areas (1);
— no oil and gas exploration or production activity in the area of
— not conducting oil and gas exploration or production operations
natural sites listed on the UNESCO World Heritage List (2);
in the area of natural sites listed on the UNESCO World
Heritage List (2); — no exploration activity in oil fields under sea ice in the Arctic.
— not conducting exploration in oil fields under sea ice in the
Arctic.
(a) For the climate change targets, refer to point 5.6 of this chapter.
The Group’s internal requirements state that the environmental All investment, divestment or acquisition projects which are submitted
management systems of its operated sites that are important for the to the Executive Committee for approval are assessed and reviewed
environment (3) must be ISO 14001 certified within two years of with regards to their risks and impact, particularly environmental,
start-up of operations or acquisition: 100% of these 71 sites were in before the final investment decision is made.
conformity in 2018. Beyond these internal requirements, at the end
TOTAL seeks to ensure that all employees share its environmental
of 2018, a total of 264 sites operated by the Group were
protection requirements. Employees receive training in the required
ISO 14001 certified. In 2018, the Moho Nord site (Republic of the
skills. TOTAL also raises employee awareness through internal
Congo) has been ISO 14001 certified.
communication campaigns (e.g., in-house magazines, intranet,
posters).
To prevent incident risks and, in particular, major industrial events, This approach first sets out an analysis of the risks related to the
TOTAL carries out periodic risk assessments and implements Group’s industrial operations, on each site, based on incident
adapted risk-management policies and measures. scenarios for which the probability of occurrence and the severity of
the consequences are assessed.
The Group has management structures and systems that present
similar requirements and expectations across all the entities. TOTAL Second, based on these parameters, a prioritization matrix is used
strives to minimize the potential impacts of its operations on people, to determine whether further measures are needed in addition to
the environment and property through a major technological risk compliance with the Group’s standards and local regulations. These
management policy. This management draws on a shared approach mainly include preventive measures but can also include mitigation
in all segments that includes, on the one hand, risk identification and measures.
analysis, and on the other hand, the management of these risks.
The management of major technological risks also hinges on:
This structured approach applies to all of the Group’s operated
— staff training and raising awareness;
businesses exposed to these risks. In addition to its drilling and
pipeline transport operations, the Group has at the end of 2018 — a coherent event reporting and indicators system;
195 sites and operating zones exposed to major technological risks,
— systematic, structured serious event analysis, particularly to learn
which could cause harm or damage to people, property and the
lessons in terms of design and operation;
environment, corresponding to:
— regularly tested contingency plans and measures.
— all the offshore and onshore operating activities in Exploration &
Production; and In terms of monitoring indicators, the Group reports the number of
Tier 1 and Tier 2 events as defined by the API and the IOGP. The
— the Seveso classified industrial sites (upper and lower threshold)
Group set itself a loss of primary containment target of under 100
and their equivalents outside the EU (excluding Exploration &
(Tier 1 and Tier 2) in 2018.
Production).
Environmental challenges
The target is slightly exceeded due to the inclusion of new entities in Oil spill preparedness 2018 2017 2016
the reporting scope. In addition to the 103 Tier 1 and Tier 2 operational
Number of sites whose risk analysis
events indicated in the table below, the Group recorded four Tier
identified at least one risk of major
1 events and one Tier 2 event due to sabotage or theft in 2018.
accidental pollution to surface water (a) 126 126 143
Loss of primary containment (a) 2018 2017 (b) 2016 (b) Proportion of those sites with an
operational oil spill contingency plan 99% 91% 99%
Loss of primary containment (Tier 1) 30 28 38
Proportion of those sites that have
Loss of primary containment (Tier 2) 73 75 101
performed at least one oil spill
Loss of primary containment response exercise during the year 86% (b) 95% 89%
(Tier 1 and Tier 2) 103 103 139
(a) The variation of the number of sites between 2016 and 2018 is due to perimeter variation.
(a) Tier 1 and Tier 2: indicator of the number of loss of primary containment events, with (b) Decrease in 2018 compared to 2017 corresponds mainly to two subsidiaries where
more or less significant consequences, as defined by the API 754 (for downstream) and equipment was being refurbished in 2018.
IOGP 456 (for upstream) standards. Excluding acts of sabotage and theft.
(b) Excluding TEP Barnett in 2016 and 2017. In the event of accidental pollution, the Group companies can call on
in-house human and material resources (Fast Oil Spill Team, FOST)
In accordance with industry best practices, TOTAL also monitors
and benefit from assistance agreements with the main third-party
accidental liquid hydrocarbon spills of more than one barrel. Spills
organizations specialized in the management of hydrocarbon spills.
that exceed a predetermined severity threshold (in terms of volume
spilled, toxicity of the product in question or sensitivity of the natural Since 2014, subsea capping and subsea containment equipment
environment affected) are reviewed on a monthly basis and annual that can be transported by air has been strategically positioned at
statistics are sent to the Group Performance Management different points of the world (South Africa, Brazil, Norway and
Committee. All large spills are followed by corrective actions aimed Singapore) in order to provide solutions that are readily available in
at returning the environment to an acceptable state as quickly as the event of oil or gas eruptions in deep offshore drilling operations.
possible. Due to their unpredictable nature, there is no quantitative From these locations, the equipment can benefit TOTAL’s operations
target for accidental hydrocarbon spills. Nevertheless, changes in worldwide. This equipment was developed by a group of nine oil
the number of spills are observed and analyzed. companies, including TOTAL, and is managed by Oil Spill Response
Ltd (OSRL), a cooperative dedicated to the response to marine
Accidental hydrocarbon spills (a) 2018 2017 (b) 2016 pollution by hydrocarbons. TOTAL has also designed and developed
its own capping system (“Subsea Emergency Response System”) to
Number of hydrocarbon spills 74 62 73
stop potential eruptions in drilling or production operations as quickly
Total volume of hydrocarbon spills as possible. Since 2015, equipment has been installed in Angola,
(thousands of m³) 0.3 0.5 0.9 then the Republic of the Congo, potentially covering the entire Gulf
of Guinea region.
(a) Accidental spills with an environmental impact and of more than one barrel.
(b) In 2017, the indicator perimeter was updated to exclude spills due to sabotage by a For its sea and river shipment requirements, TOTAL only charters
third party.
ships and barges that meet the highest international standards. The
Group has an internal policy that lays down the process and criteria
In order to manage a major accidental spill efficiently, the Group
by which ships and barges are selected (known as vetting). These
implemented a global crisis management system that is primarily
criteria are based, in particular, on the regulations, best practice and
based on a dedicated organization and a crisis management center
recommendations of the OCIMF (1) and, in Europe, on the European
at the head office to enable the management of two simultaneous
Barge Inspection Scheme (EBIS). Tankers and barges are vetted by
crises. As part of this process, TOTAL regularly trains in crisis
a single centralized Group entity. The average age of the Group
management on the basis of risk scenarios identified through
Shipping division’s time-chartered fleet is approximately six years.
analyses.
With regard to operated marine terminals, the Group got involved in
In particular, the Group has response plans and procedures in place
an initiative that seeks to systematically record their physical
in the event of a hydrocarbon leak or spill. For accidental spills that
characteristics and store this data in a global database that forms
reach the water surface, oil spill contingency plans are regularly
part of the Marine Terminal Information System (MTIS) of the OCIMF.
reviewed and tested during exercises. These plans are specific to
At the end of 2018, 95% of coastal marine terminals and 50% of
each company or site and are adapted to their structure, activities
offshore terminals had submitted their characteristics, thereby making
and environment while complying with Group recommendations.
it easier to assess the compatibility of ships with the ports of call.
Additionally, since 2018, large TOTAL terminals have used the Marine
Terminal Management Self Assessment (MTMSA), the framework
recommended by the industry for the self-assessment of terminals
and the continuous improvement of the safety of product transfers.
A training course on ship/shore interface management (SSSCL – Ship
Shore Safety Check List) and cargo transfer operations, developed
by the Group in 2016, had completed by operators of 80% of
operated-terminals by the end of 2018.
(1) OCIMF (Oil Companies International Marine Forum): An industry forum including the leading worldwide oil companies. This organization manages, in particular, the Ship Inspection Report
(SIRE) Programme, which holds and provides access to tanker and river barge inspection reports (Barge inspection Questionnaire – BIQ).
Environmental challenges 5
5.5.3 Limiting the environmental footprint
Wherever TOTAL conducts its business, it makes sure that it complies In 2018, the percentage of sites conforming to the targets for quality
with applicable laws and regulations, which the Group complements of offshore discharges decreased due to a site, aquired as part of the
with specific requirements and commitments when necessary. TOTAL Mærsk Oil acquisition that exceed the target of the Group. The water
implements an active policy of avoiding, reducing, managing and discharge from this site is minor in terms of volume and represents
monitoring the environmental footprint of its operations. As part of less than 3% of the Group’s global offshore discharge.
this policy, emissions are identified and quantified by environment
The improvement in the quality of onshore water discharges in 2018
(water, air and soil) so that appropriate measures can be taken to
is linked to a better performance of the waste water treatment plants
better control them.
at Anvers, Donges and Normandie Refineries and to the expiry of the
Mahakam license in Indonesia.
Water, air
The Group’s operations generate emissions into the atmosphere from Soil
combustion plants and the various conversion processes and
The risks of soil pollution related to TOTAL’s operations come mainly
discharges into wastewater. In addition to complying with applicable
from accidental spills (refer to point 5.5.2 of this chapter) and waste
legislation, the Group’s companies actively pursue a policy aimed at
storage (refer to point 5.5.5 of this chapter).
reducing emissions. After analyses have been conducted and when
necessary, the sites introduce various reduction systems that include The Group’s approach to preventing and managing these types of
organizational measures (such as using predictive models to control pollution is based on four key principles:
peaks in sulfur dioxide (SO2) emissions based on weather forecast
— preventing leaks, by implementing, as far as possible, industry
data and the improvement of combustion processes management,
best practices in engineering, operations and transport;
etc.) and technical measures (wastewater treatment plants, using
low NOX burners and electrostatic scrubbers, etc.). — carrying out maintenance at appropriate frequency to minimize
the risk of leaks;
For new facilities developed by the Group, impact assessments are
systematically carried out on these emissions and, if necessary, — overall monitoring of the environment to identify any soil and
actions are taken to limit their impact. groundwater pollution; and
In 2010, SO2 emissions were 99 kt. The Group set itself the target of — managing any pollution from previous activities by means of
5
not exceeding 49.5 kt by 2020; it has met this target since 2017. containment and reduction or elimination operations.
In addition, a Group directive defines the following minimum
Chronic emissions
into the atmosphere (a) 2018 2017 2016 requirements:
— systematic identification of each site’s environmental and health
SO2 emissions (kt) 48 47 52
impacts related to possible soil and groundwater contamination;
NOX emissions (kt) 69 68 76
— assessment of soil and groundwater contamination based on
(a) Refer to point 5.1 of this chapter for the scope of reporting. various factors (extent of pollution inside or outside the site’s
boundaries, nature and concentrations of pollutants, presence
SO2 emissions that are likely to cause acid rain are regularly checked of a vector that could allow the pollution to migrate, use of the
and reduced. land and groundwater in and around the site); and
NOX emissions, which are mainly concentrated in the Exploration & — management of health or environmental impacts identified based
Production, are primarily located offshore and far away from the on the use of the site (current or future, if any) and the risk
coast. Their impact on air quality is therefore considered to be minor. acceptability criteria recommended by the World Health
Organization (WHO) and the Group.
Discharged water quality
Lastly, decommissioned Group facilities operated by Group entities
In 2018, with regards to discharges to aquatic environments, all of
or affiliates (i.e., chemical plants, service stations, mud pits or lagoons
the operated sites met the onshore discharge quality target set to
resulting from hydrocarbon extraction operations, wasteland on the
restrict the impact on receiving environments.
site of decommissioned refinery units, etc.) impact the landscape
and may, despite all the precautions taken, be sources of chronic or
2018 2017 2016
accidental pollution. TOTAL created a policy of evaluation, treatment
Hydrocarbon content of offshore of environmental risks related to soil and groundwater and
water discharges (in mg/l) 14.1 17.7 17.2 remediation of its sites at the end of their activity. In agreement with
the authorities, the aim is to allow new operations to be set up once
% of sites that meet the target for
the future use of the land has been determined. Remediation
the quality of offshore discharges
operations are conducted by specialized entities created by the
(30 mg/l) 96% (a) 100% (a) 100% (a)
Group. At the end of 2018, 123 industrial sites that were no longer in
Hydrocarbon content of onshore operation (excluding service stations) were in the process of
water discharges (in mg/l) 1.8 2.4 3.1 remediation.
% of sites that meet the target for The Group’s provisions for the protection of the environment and site
the quality of onshore discharges remediation are detailed in Note 12 to the Consolidated Financial
(15 mg/l) 100% 100% 100% Statements (point 8.7 of chapter 8).
(a) Alwynn site (United Kingdom) excluded, as its produced water discharges only occur
during the maintenance periods of the water reinjection system and are subject to a
specific regulatory authorization.
Environmental challenges
Sustainable use of resources Renewables & Power). Following this assessment, two sites were
identified as being at risk and were reported to the CDP. This analysis
Fresh water
process is expected to be extended to other current priority sites,
The Group’s activities, mainly those of Refining & Chemicals, and to including eight additional sites that have been identified.
a lesser extent those of the Exploration & Production, Gas,
In 2018, the Group answered the CDP Water survey for the 2017
Renewables & Power segments, may potentially have an impact on,
period and was graded A-. The main indicator used in this reporting
as well as be dependent of, water resources. This is especially true
is aggregated withdrawal.
when an activity is located in a water resources sensitive environment.
Fully aware of these challenges, TOTAL implements the following Water-related indicator (a) 2018 2017 2016
water risk management actions:
Fresh water withdrawals excluding
1. monitor water withdrawals to identify priority sensitive sites and cooling water (million m³) 116 116 123
then carry out a risk assessment;
(a) Refer to point 5.1 of this chapter for the scope of reporting.
2. improve the water resources management depending on
identified needs, by adapting the priority sites’ environmental Soil
management system.
TOTAL uses the ground surface that it needs to safely conduct its
In order to identify the priority facilities, TOTAL records the withdrawal industrial operations and, in 2018, did not make extensive use of
and discharge of water on all of its sites and assesses these volumes ground surfaces that could substantially conflict with various natural
on the basis of the current and future water stress indicators of the ecosystems or agriculture.
WRI (1) Aqueduct tool (currently 9.7% (2) of fresh water withdrawals
In 2018, the Group introduced a specific selection process
take place in a global water stress area).
concerning palm oil suppliers to ensure all palm oil purchases for the
In addition, TOTAL assesses water resources risk levels of priority La Mède facility will be certified sustainable in accordance with
facilities which are those that withdraw more than 500,000 m³ per European Union criteria (ISCC EU certification) and are conducted
year and are located in areas potentially exposed to water resource with a limited number of suppliers. This certification imposes criteria
risks, using the Local Water Tool (LWT) for Oil & Gas from the Global of sustainability and traceability of the oils (carbon footprint,
Environmental Management Initiative (GEMI). This tool also helps to non-deforestation, proper soil use, respect for Human Rights) used
guide the actions taken to mitigate any risks in order to make optimal specifically for sustainable biofuels. Those criteria apply to the entire
use of water resources on these sites. production and distribution chain of the sustainable biofuels and are
regularly updated. To be certified, sustainable biofuels must lead to a
Globally, the sites operated by the Group are not particularly exposed
GHG emissions reduction from well to wheel of minimum 50%
to water risk. By the end of 2018, out of the 24 priority sites identified,
compared to fossil fuels. As at December 31, 2018, supplies of palm
the level of water risk was assessed on 16 priority Group sites
oil to La Mède had not yet begun.
(11 Refining & Chemicals, 3 Exploration & Production, 2 Gas,
5.5.4 Not to harm biodiversity and ecosystems during projects and operations
TOTAL’s activities may potentially be located in sensitive natural brochure available on the website sustainable-performance.total.com.
environments. There are 10 general commitments common to all of the signatory
companies and an additional 6 commitments specific to TOTAL,
The Group is fully aware of this challenge and takes biodiversity and
some of which existed before the initiative. These differentiate the
ecosystems into account during its projects and operations. In
Group from its competitors.
July 2018, and within the framework of the Act4Nature initiative, the
Group made 16 biodiversity commitments to make this policy more The commitments are currently being implemented. A review of the
tangible. The 16 commitments are described in the biodiversity actions that have already been performed is provided below.
Commitment No. 1
The Group extended its commitment not to engage in oil and gas This commitment is respected. In the Democratic Republic of the
exploration or extraction operations at natural sites included on the Congo, where TOTAL made the commitment not to carry out any
UNESCO World Heritage List of December 31, 2017. exploration activity in the Virunga National Park, partly located in
Block III of the Graben Albertine. TOTAL is no longer present in this
license since January 2019.
Commitment No. 2
TOTAL does not conduct any oil exploration activities in oil fields The Group publishes on its website sustainable-performance.total.com,
under sea ice in the Arctic. a list of its licenses in the Arctic. No exploration activities have been
conducted in the oil fields under sea ice in the Arctic.
Environmental challenges 5
Commitment No. 3
TOTAL develops biodiversity action plans for operated production A biodiversity action plan has been developed for operated production
sites located in the most sensitive protected areas. sites located in the most sensitive protected areas, corresponding to
the UICN I to IV or Ramsar categories. Consequently, the biodiversity
action plan developed in 2015 for Djeno in the Republic of the Congo
is still being implemented, particularly with regards to the ecosystem
services of Lagune de la Loubie. Other action plans shall be
implemented in the short term in Italy (Tempa Rossa project) or the
medium term, for example, in Uganda (Tilenga project), Tanzania
(EACOP project) and Papua New Guinea (Papua LNG project).
Commitment No. 4
TOTAL commits to implement, as part of Total Foundation, a global For more information on the preservation and restoration of forests,
program for the preservation of forests, mangroves and wetlands. refer to point 5.9.3 of this chapter, which presents the Total
Foundation program, for which the Fondation d’entreprise Total in
France is primarily responsible.
Commitment No. 5
TOTAL develops innovative tools and methods for the analysis and In order to share the data collected by the Group during its baseline
modeling of biodiversity data collected as part of its baseline studies studies, a cooperation program with Oxford University (Long Term
and promotes their sharing with the scientific community. Ecology Laboratory), in partnership with Equinor, was launched in
2018 to develop a marine biodiversity sensitivity screening tool called
LEFT Marine (Local Ecological Footprint Tool); this tool shall be made
available to the public so that it can be used by third parties.
Commitment No. 6
TOTAL promotes employee awareness of biodiversity issues through In order to raise awareness of biodiversity among employees, the
actions that promote biodiversity at its office buildings. Group’s environmental communication plan comprises a series of
actions that are aimed at employees at its head-office, office and
sites, and across all segments. In 2018, a brochure on the subject of
biodiversity, which presented the new Act4Nature commitments and
the Group’s biodiversity actions, was released and explained through
a biodiversity MOOC (massive open on-line course) on the Group’s
5
intranet.
With regards to food waste and food poverty, the Group’s activities
Between 2017 and 2020, TOTAL is rolling out a range of
pertaining to food distribution are minor and are therefore not directly
actions that form part of the circular economy and are based
affected by these issues.
on five commitments to different areas of the circular economy:
— limit the production of waste and favor its valorization, Waste prevention and management
— develop polymers that contain up to 50% recycled plastic, Regarding waste in particular, a Group directive lays down a number
of minimum waste-management requirements, which limit the
— install solar panels on 5,000 service stations,
potential risks associated with the improper management of waste.
— improve by an average of 1% per year the energy efficiency Waste management is carried out in four basic stages: waste
of the Group’s operated industrial facilities, identification (technical and regulatory); waste storage (soil protection
and discharge management); waste traceability, from production
— incorporate a criterion dedicated to the circular economy
through to disposal (e.g., notes, logs, statements); and waste
into the Company’s purchases.
treatment, with technical and regulatory knowledge of the relevant
What has been accomplished: processes, under the site’s responsibility.
— with regards to the valorization of waste, the target has The Group’s companies are also focused on controlling the waste
been met, produced on all of the operated sites, at every stage in their
operations. This approach is based on the following four principles,
— conclusive industrial tests have been carried out on the
listed in decreasing order of priority:
three main types of polymer (polyethylene, polypropylene
and polystyrene), — reducing waste at source by designing products and processes
that generate as little waste as possible, as well as minimizing
— by the end of 2018, solar panels had been installed on
the quantity of waste produced by the Group’s operations;
880 service stations,
— reusing products for a similar purpose in order to prevent them
— for information on energy efficiency, refer to points 5.6.2
from becoming waste;
and 5.6.4 of this chapter.
— recycling residual waste; and Since 2017, all the Refining & Chemicals segment’s plastic production
sites worldwide are participating in the CleanSweep® program, which
— recovering energy, wherever possible, from non-recycled products.
aims to achieve zero loss of plastic pellets in handling operations.
TOTAL deploys programs on its operated sites to valorize (sorting CleanSweep® is an international program that aims to avoid losses
and energy valorization) the majority of the Group’s waste. In 2018, of plastic pellets during handling operations by the players in the
the Group processed 573 kt of waste (all modes of management plastics industry, so that they are not disseminated into the aquatic
combined). In the end, the Group’s target of recovering more than environment.
50% of its waste is achieved:
At end of 2018, the program has been deployed at all polymer sites
in the Refining & Chemicals segment.
Waste treatment processes 2018 2017 2016
The Group is also committed to develop solutions to help end plastic
Recycling and/or valorization (a) 57% 59% 58%
waste in the environment, especially in oceans, within the Alliance to
Landfill 18% 13% 18% End Plastic Waste of which TOTAL is a founding member.
Others (incineration, biotreatment, etc.) 25% 28% 24%
(a) The valorization percentages of 2017 and 2018 exclude excavated soil in the scope of
Port Arthur Ethan Cracker project. It was exceptional non-hazardous waste associated
with the construction of a new installation which was used as soil cover in a landfill. 2017
data was restated to take into account this new calculation mode. Refer to point 5.1 of
this chapter for the scope of reporting.
TOTAL’s ambition is to become the responsible energy major. The In order to make an effective contribution to the climate change
Group is committed to contributing to the United Nations Sustainable issue, TOTAL relies on an organization and structured governance
Development Goals, particularly with regards to those subjects that framework to make sure climate-related challenges are fully integrated
are connected to climate change and the development of more into the Group’s strategy. Consequently, the Group has a robust
available and cleaner energy for as many people as possible. strategy and implements a structured risk management system.
In line with the multiple situations encountered in the field, and while
The Group has therefore identified its main climate change supporting the Group’s governance bodies, the Strategy and Climate
challenges: division shapes the Group’s approach to climate change while
working with the operational divisions of the Group’s business
— reduce the greenhouse gas emissions of its operated oil &
segments. By monitoring indicators, progress can be measured and
gas activities including methane emissions;
the Group’s actions can be adjusted.
— implement a strategy allowing to reduce the carbon
intensity of the energy products used by its customers;
— identify and support technologies and initiatives that helps
respond to the challenge of climate change.
5.6.1 Governance
TOTAL has an organization and structured governance framework to Oversight by the Board of Directors
make sure climate-related challenges are fully integrated into the
TOTAL’s Board of Directors ensures that climate-related issues are
Group’s strategy. Since September 2016, its organization includes a
incorporated into the Group’s strategy and examines climate change
Strategy-Innovation corporate division, which includes the Strategy
risks and opportunities during the annual strategic outlook review of
& Climate division as well as the Gas, Renewables & Power business
the Group’s business segments.
segment, whose President is a member of the Executive Committee.
To carry out its work, the Board of Directors relies on its Strategic &
CSR Committee, whose rules of procedure were changed in
September 2017 then in July 2018 in order to broaden its missions
in the realm of CSR and in questions relating to the inclusion of
climate-related issues in the Group’s strategy.
5.6.2 Strategy
5
Identification of climate-related risks and opportunities Impact of climate-related risks and opportunities
The risks and opportunities related to climate change are analyzed Climate change is at the heart of the Company’s strategic vision.
according to different timescales: short term (until 2020), medium TOTAL positions itself on high-growth low-carbon markets and
term (until 2030) and long term (beyond 2030). intends to offer customers an energy mix with a carbon intensity that
shall gradually decrease. To accompany these changes, TOTAL has
The identification of climate-related risks forms an integral part of the
introduced a carbon intensity indicator for the energy products used
analysis of investment projects. The impact of these risks is also
by its customers. This indicator is described in point 5.6.4 of this
examined for the Group asset portfolio as a whole. These risks are
chapter.
presented in detail in point 3.1.2 of chapter 3.
TOTAL has five major levers to structure its approach.
Climate change also provides TOTAL with opportunities. In the
coming decades, demand for electricity will grow faster than the
1) Improving energy efficiency
global demand for energy, and the contribution of renewables and
gas to the production of electricity shall therefore play an essential Optimizing the energy consumption of its operated facilities is TOTAL’s
role in the fight against climate change. Electricity alone will not be first lever to reduce emissions. The Group therefore aims to improve
sufficient to meet all needs, particularly those connected to transport. the energy efficiency of its operated facilities by an average of 1%
Gas and sustainable biofuels will be attractive and credible per year over the 2010-2020 period, at a time when exploration is
alternatives to conventional fuels and the Group intends to develop becoming increasingly complex. This indicator is described in point
them. 5.6.4 of this chapter.
Certain sectors, particularly the cement industry and the steel sector, TOTAL uses appropriate architectures and equipment and introduces
could struggle to reduce their GHG emissions. They will therefore technological innovations. For example, on offshore production
require CO2 capture, use and storage technology (CCUS). barges, offshore platforms and onshore facilities, heat recovery
Consequently, the Group intends to step up the development of systems at gas turbine exhausts have been implemented thereby
CCUS to respond to these new needs. avoiding the need for furnaces or boiler systems.
Helping customers to reduce their energy consumption and TOTAL also offers customers an energy efficiency consultancy service
environmental impact also offers opportunities and forms part of a so that they can optimize their own energy consumption and reduce
trend that will be accelerated by digital technology. TOTAL intends to their GHG emissions. The recent acquisition of GreenFlex forms part
innovate in order to provide them with new product and service offers of this initiative. By providing consultancy (strategic and operational),
that will support their energy options and their usages. The promotion data intelligence (digital platforms) and financing services, GreenFlex
of hybrid solutions combining hydrocarbons and renewables is part helps companies and regions improve their energy and environmental
of this approach. Similarly, services can be offered to optimize energy performance. The Company’s areas of expertise are varied and
for industrial sites. The Group aims to develop this approach for include, for example, the improvement and management of the
industrial and mobility applications. energy performance of buildings, equipment, utilities and processes,
sustainable mobility, flexible electricity consumption, renewables and
positive-energy buildings. More than 700 companies have already
been supported by GreenFlex.
Finally, in 2017, TOTAL signed an agreement with Fondation 4) Developing sustainable biofuels
GoodPlanet, chaired by Yann Arthus-Bertrand, for the implementation
A pioneer in biofuels for more than 20 years, TOTAL is now one of
of a program to neutralize the carbon emissions from air travel by
Europe’s major actors with 2.4 Mt blended sustainable biofuels (4) in
Group employees over a 10-year period. This project is expected to
2018 for a worldwide distribution of 3.2 Mt.
avoid the emission of 50,000 t of CO2 into the atmosphere per year.
It will entail the creation and operation of 8,400 biodigesters in India. Furthermore, TOTAL produced 0.1 Mt of sustainable biofuels in its
refineries in 2018. Production at La Mède factory, scheduled to start
2) Growing in natural gas in 2019, with a capacity of 0.5 Mt per year of hydrotreated vegetable
oil (HVO) based on sustainable certified charges. The Group intends
To respond responsibly to the strong rise in demand for electricity,
to reach a market share of over 10% in Europe in HVO production.
TOTAL remains committed to gas, whose CO2 emissions are half
Biofuels that are currently available are mainly made with vegetable
those of coal when used to generate electricity (1).
oil and sugar.
The Group wishes to be present throughout the whole gas chain,
For more than 10 years, TOTAL’s R&D teams have developed
from production to end customer. Significant operations have taken
technologies that have broadened the range of usable resources, while
place in the upstream and the downstream to make this possible.
also meeting the need for sustainability. The consortium BioTFuel is
Upstream, TOTAL has acquired a stake in the giant Yamal LNG
working on, for example, the development of lignocellulose (plant
project in the north of Russia. The Group has also acquired the LNG
waste).
assets of Engie. These two complementary portfolios allow for the
management of a volume of nearly 40 Mt of LNG as from 2020.
5) Investing in carbon sink businesses
Downstream, the Group has made strategic acquisitions, such as
Direct Énergie and Lampiris, gas and electricity suppliers on the Carbon storage is key to achieving carbon neutrality in the second
French and Belgian markets, and has developed Total Spring, which half of the 21st century. TOTAL is focusing, on the one hand, on
was launched in 2017 on the French market. developing CCUS and, on the other, on preserving and restoring the
capacity of ecosystems to act as carbon sinks. CCUS is vital for
Finally, TOTAL has committed itself to gas fuel for transport by
several industries, especially those that emit massive amounts of CO2
acquiring a 25% stake in Clean Energy Fuels Corp., one of the
due to the nature of their business (cement, steel, etc.). TOTAL
leading distributors of gas fuel for HGVs in the United States, and by
allocates significant resources to this area by dedicating up to 10%
signing a contract with CMA - CGM, the first shipping company to
of the Group’s R&D budget to it. Several projects have made
equip its transcontinental container ships with LNG-powered engines.
substantial progress in recent months. Northern Lights (Norway) is a
Strengthening the position of gas in the energy mix must however be project in which the Group participates alongside Equinor and Shell.
accompanied by a greater focus on control of methane emissions. TOTAL is also a partner of the Clean Gas Project (UK), together with
To preserve the advantage that gas offers in terms of GHG emissions the OGCI’s investment fund and a few companies of the sector (5).
compared to coal for electricity generation, it is necessary to strictly
TOTAL announced in February 2019 the creation of an entity
reduce the methane emissions associated with the production and
dedicated to investments in natural carbon sinks, composed of
transportation of gas. In 2018, TOTAL’s methane emissions are kept
experts in environment and agronomy, with an investment budget
below 0.25% of the commercial gas produced (2). TOTAL’s target is
$100 million per year from 2020 onwards. Furthermore, actions of
to sustainably reduce the intensity of its methane emissions of its
preservation and restoration of the forest are currently conducted
operated facilities in the Exploration & Production segment to less
(refer to point 5.9 of this chapter which presents the Total Foundation
than 0.20% of commercial gas produced by 2025.
program carried mainly by the Fondation d’entreprise Total).
The Group has been a member since 2014 of the partnership
Sector initiatives and international framework
between governments and industrial companies for the improvement
of tools to measure and control methane emissions set up by the TOTAL is also committed to various sector initiatives on the main
Climate and Clean Air Coalition and promoted by UN Environment challenges raised by climate change. Indeed, tackling climate change
and the non-profit organization Environmental Defense Fund. The requires cooperation between all actors, from both public and private
Group also took several actions as part of the Oil & Gas Climate sectors.
Initiative and signed the guiding principles on the reduction of
Thus, TOTAL joined, in 2014, the call of the UN Global Compact,
methane emissions on the gas value chain (3).
which encourages companies to consider a CO2 price internally and
publicly support the importance of such a price via regulation
3) Developing a profitable low-carbon electricity
mechanisms suited to the local context. In particular, TOTAL
business
advocates the emergence of a balanced, progressive international
TOTAL is developing along the whole of the low-carbon electricity agreement that prevents the distortion of competition between
value chain, from electricity generation, storage and sale to the end industries or regions of the world. Drawing attention to future
customer. As demand for electricity is expected to grow strongly in constraints on GHG emissions is crucial to changing the energy mix.
the coming decades, TOTAL intends to become a major player in TOTAL therefore encourages the setting of a worldwide price for
this segment. To meet this target, TOTAL plans to invest $1.5 to each ton of carbon emitted, while ensuring fair treatment of “sectors
$2 billion per year. In 2018, the Group completed the acquisition of exposed to carbon leakage” (as defined by the EU). In addition,
Direct Énergie, a French electricity supplier, for nearly €2 billion. With TOTAL is working with the World Bank as part of the Carbon Pricing
regards to the generation of electricity, TOTAL aims at holding a Leadership Coalition (CPLC). In June 2017, TOTAL became a
production capacity of 10 GW of low-carbon electricity by 2023. In founding member of the Climate Leadership Council, an initiative that
2018, TOTAL acquired four combined-cycle natural gas power plants calls for the introduction of a “carbon dividend”, namely a
in France with a global capacity of 1.6 GW. Refer to chapter 2 for redistribution mechanism that would tax the biggest fossil fuel
further information on recent acquisitions. consumers (the population’s wealthiest citizens) in order to pay a
dividend to the entire population.
(1) Source: International Reference Centre for the Life Cycle of Products, Processes and Services; Life cycle assessment of greenhouse gas emissions associated with natural gas and coal
in different geographical contexts, October 2016.
(2) Refer to the OGCI methodology for methane intensity calculation: http://oilandgasclimateinitiative.com/blog/methodological-note-for-ogci-methane-intensity-target-and-ambition.
(3) “Guiding Principles on Reducing Methane Emissions across the Natural Gas Value Chain”.
(4) Physical volume of biofuels in equivalent ethanol and esters according to the rules defined by the European RED Directive, excluding volumes sold to third parties via trading.
(5) BP, ENI, Equinor, Occidental Petroleum and Shell.
Processes to identify and assess risks related to climate change The Group also ensures that it assesses the vulnerability of its facilities
to climate hazards so that the consequences do not affect the
Climate-related risks form part of the major risks that are identified
integrity of the facilities, or the safety of people. More generally, natural
and analyzed by the Group Risk Management Committee. The latter
hazards (climate-related risks as well as seismic, tsunami, soil strength
therefore has a map of the climate-related risks to which the Group
and other risks) are taken into account in the construction of industrial
is exposed.
facilities, which are designed to withstand both normal and extreme
In addition, the Risk Committee (CORISK) assesses investment conditions. The Group carries out a systematic assessment of the
projects, risks and corresponding climate-related issues (flaring, GHG possible repercussions of climate change on its future projects. These
emissions, sensitivity to CO2 prices) before they are presented to the analyses include a review by type of risk (e.g., sea level, storms,
Executive Committee. temperature, permafrost) and take into account the lifespan of the
projects and their capacity to gradually adapt. These internal studies
Processes to manage risks related to climate change have not identified any facilities that cannot withstand the
consequences of climate change known today.
In its decision-making process, the risks and associated climate
issues are assessed prior to the presentation of the projects to the
Integration of climate-related risks into global risk management
Executive Committee. if the level of risk requires it, they are subject
to mitigation measures. The risks related to climate issues are fully integrated in TOTAL’s
global risk management processes.
With regard to risks related to climate issues, TOTAL, in accordance
with its Safety Health Environment Quality Charter, is committed to The Audit Committee takes part in the annual review of the results of
managing its energy consumption and develops processes to the climatic and environmental reporting process. In addition, these
improve its energy performance and that of its customers. results are audited by an independent third party.
(1) The Joint Program on the Science and Policy of Global Change.
(2) 40$/t as from 2021 for all countries, or the current price in a given country if it is higher than 40$/t.
TOTAL has set itself targets and introduced a number of indicators to coordinate its performance.
The Group also intends to reduce the carbon intensity of energy from 75 g CO2/kBtu in 2015 to 71 g CO2/kBtu in 2018, a reduction of
products used by its customers by 15% between 2015, the date of more than 5%.
the Paris Agreement, and 2030. This carbon intensity was reduced
Breakdown by segment
Exploration & Production Mt CO2e 18 17 19 19
Gas, Renewables & Power Mt CO2e 2 0 0 -
Refining & Chemicals Mt CO2e 21 21 22 22
Marketing & Services Mt CO2e <1 <1 <1 <1
SCOPE 1 Direct greenhouse-gas emissions based on the Group’s equity interest Mt CO2e 54 50 51 50
SCOPE 2 Indirect emissions attributable to energy consumption by sites Mt CO2e 4 4 4 4
GHG emissions (Scopes 1 & 2) on operated oil & gas facilities Mt CO2e 42 41 45 46
SCOPE 3 (b) Other indirect emissions – Use by
customers of products sold for end use Mt CO2e 400 400 420 410
Net primary energy consumption (operated scope) TWh 143 (c) 142 150 153
Group energy efficiency indicator Base 100
in 2010 88.4 85.7 91.0 90.8
Daily volume of all flared gas (Exploration & Production operated scope)
(including safety flaring, routine flaring and non-routine flaring) Mm3/d 6.5 5.4 7.1 7.2
Of which routine flaring Mm /d 3 1.1 1.0 1.7 (d) 2.3 (e)
Carbon intensity of energy products used by customers of the Group g CO2e /kBtu 71 73 74 75 (f)
(a) Refer to point 5.11 of this chapter for the scope on reporting.
(b) The Group usually follows the oil industry reporting guidelines published by IPIECA which are conform to the GHG Protocol methodologies. In this document, only item 11 of scope 3 (use
of sold products), which is the most significant, is reported. Emissions for this item are calculated based on sales of finished products for which the next stage is end use, in other words
combustion of the products to obtain energy. A stoichiometric emission factor is applied to these sales (oxidation of molecules to carbon dioxide) to obtain an emission volume.
(c) Excluding primary energy consumption of Direct Énergie gas power plants.
(d) Estimated volume at end 2016 based on new definition of Routine Flaring published in June 2016 by the Working Group Global Gas Flaring Reduction.
(e) Volumes estimated upon historical data.
(f) Indicator developed in 2018, with 2015 as the baseline year.
(1) Routine flaring, as defined by the working group of the Global Gas Flaring Reduction program within the framework of the World Bank’s Zero Routine Flaring initiative.
In June 2017, the TCFD (3) of the G20’s Financial Stability Board expected to be disclosed in financial filings, and the additional
published its final recommendations on information pertaining to information that they choose to report on a voluntary basis. TOTAL
climate to be released by companies. These recommendations also believes that the quantification of impacts of different scenarios
include additional details for certain sectors, such as energy. may not be relevant to investors as assumptions made by different
companies may strongly diverge. The Group considers that
TOTAL publicly announced its support for the TCFD and its
companies have a major role to play in shaping how these issues
recommendations during the summer of 2017, while noting that it is
evolve and that the modalities of the application of scenarios and the
up to companies to define the information about climate-related risks
use of metrics should be further studied.
and opportunities that are significant, which, consequently, are
(1) The ISO 50001 standard accompanies the implementation in companies of an energy management system that allows a better use of energy.
(2) The emission factors used are taken from a technical note from the CDP: Guidance methodology for estimation of scope 3 category 11 emissions for oil and gas companies.
(3) Task Force on Climate-related Financial Disclosures.
TOTAL continued discussions by taking part in the Oil & Gas Preparer climate-related information and on the implementation of TCFD
Forum set up by the TCFD in the autumn of 2017; this work resulted recommendations by the four companies that are members of the
in the publication, in July 2018, of best practices on the disclosure of Forum (1).
Source of information in
Thematic area Recommended TCFD disclosures TOTAL’s reporting
Governance
Disclose the organization’s governance around a) Describe the board’s oversight of climate-related RD 2018 – 5.6.1
climate-related risks and opportunities. risks and opportunities. CR p. 10
CDP C1.1
b) Describe management’s role in assessing and RD 2018 – 5.6.1
managing climate-related risks and opportunities. CR p. 5-9
CDP C1.2
Strategy
Disclose the actual and potential impacts of a) Describe the climate-related risks and opportunities RD 2018 – 5.6.2
climate-related risks and opportunities on the the organization has identified over the short, CDP C2
organization’s businesses, strategy, and financial medium, and long term.
planning where such information is material.
b) Describe the impact of climate-related risks and RD 2018 – 5.6.2
opportunities on the organization’s businesses, CDP C2.5, C2.6
strategy, and financial planning.
c) Describe the resilience of the organization’s strategy, RD 2018 – 5.6.2
taking into consideration different climate-related CR p. 30
scenarios, including a 2°C or lower scenario.
Risk Management
Disclose how the organization identifies, assesses, a) Describe the organization’s processes for identifying RD 2018 – 5.6.3
and manages climate-related risks. and assessing climate-related risks. CDP CC2.2
b) Describe the organization’s processes for managing RD 2018 – 5.6.3
climate-related risks. CDP C2.2d
c) Describe how processes for identifying, assessing, RD 2018 – 5.6.3
and managing climate-related risks are integrated CDP C3.1
into the organization’s overall risk management.
Key:
CR = TOTAL’s 2018 Climate Report CDP = TOTAL’s 2018 response to the CDP Climate Change questionnaire (available on total.com)
(1) Eni, Equinor, Shell and TOTAL, with the support of the WBCSD (World Business Council for Sustainable Development).
The main challenges associated with the Group activities and respect The Ethics Committee is a central and independent structure where
for human rights are identified using the methodology set out in the sit representatives of all TOTAL’s business segments. Its key role is
United Nations Guiding Principles Reporting Framework relating one of listener and support. Both employees and external
to the “salient issues” with regard to human rights, that is to say the stakeholders can refer matters to the Ethics Committee by email
human rights at risk of the most severe negative impact through the at [email protected]. The Committee ensures the confidentiality of
Company’s activities or business relationships. the complaints, which can only be lifted with the agreement of the
complainant.
The Human Rights Department and the Ethics Committee rely on a
This analysis, as well as the internal risk mapping activities,
network of “ethics officers” in charge of promoting the values set out
have led the Group to identify six risks subdivided across three
in the Code of Conduct among employees working in the Group’s
key areas:
subsidiaries and ensuring that the Group’s commitments are correctly
— “Human rights in the workplace” of TOTAL’s employees as implemented at the local level.
well as of the employees of its suppliers and other business
partners: Awareness-raising and training
– forced labor and child labor,
To ensure that employees understand the Group’s commitments,
– discrimination,
TOTAL raises their awareness via internal communication channels,
– just and favorable conditions of work and safety;
such as its Ethics and Human Rights intranet websites or by means
— “human rights and local communities”: of events such as the annual Business Ethics Day. In 2018, the
– access to land, Business Ethics Day was held in December on the day of the
– the right to health and an adequate standard of living; 70th anniversary of the Universal Declaration of Human Rights.
— “respect for human rights in security-related activities”: Since 2011, the Group has issued and made available to its
– the risk of misuse of force. employees and other stakeholders a Human Rights Guide which
comes as complement to the Group’s Code of Conduct. It aims to 5
raise the Group’s employee’s awareness on issues relating to human
In 2016, TOTAL published an initial Human Rights Briefing Paper, in rights in their industry and provides guidance as to the appropriate
line with the UN Guiding Principles Reporting Framework, making it behavior to adopt in their activities and relationships with
the first company in the oil and gas industry to do so. An updated stakeholders.
version of this document was published in 2018 (available at
TOTAL also organizes special trainings tailored to the challenges
sustainable-performance.total.com).
faced on the field by employees who are particularly exposed to
The Forum of the United Nations on Business and Human Rights such issues such as human rights training sessions for HSE experts
2018 invited the Chairman and CEO to attend a panel of senior and Community Liaison Officers (CLO) organized with the Danish
business leaders at the opening plenary session on November 26, Institute for Human Rights (DIHR) or sessions designed to raise
2018. This opportunity has allowed TOTAL to explain how the Group awareness of the Group’s Ethics Officers. Actions intended to raise
integrates respect for human rights into its operations and value awareness of the Group’s external stakeholders, such as specific
chain and how it puts into practice reasonable diligence concerning VPSHR trainings for the private security providers, are also organized.
human rights, as well as to remind the challenges that needs to be
tackled. Assessments
TOTAL’s human rights approach is based on written commitments. The practices of the Group’s entities and the risks to which they may
It is supported by a dedicated organization, and embedded through be exposed are regularly evaluated when it comes to human rights
an awareness-raising and training program, as well as evaluation issues. The Group works with independent third parties and qualified
and follow-up mechanisms aiming at measuring the effectiveness of experts to conduct these assessments.
the Group’s actions.
Since 2002, the British company GoodCorporation has assessed
the policies and practices of more than 120 entities with regard to
Written commitments
the principles and values enshrined in the Group’s Code of Conduct.
TOTAL is committed to respecting internationally recognized human During these evaluations, the working conditions in the Group’s
rights wherever the Group operates, in particular the Universal activities and service stations are assessed, among other things. In
Declaration of Human Rights, the Fundamental Conventions of the 2018, seven entities were assessed. These evaluations help identify
International Labor Organization, the UN Guiding Principles on entities’ best practices, share them within the Group and highlight
Business and Human Rights and the Voluntary Principles on Security areas for improvement. The Group uses these evaluations as
and Human Rights (VPSHR). opportunities to encourage its employees to voice their concerns in
a confidential manner and report behaviors contrary to the Code of
A dedicated organization Conduct. These evaluations confirm that the Code of Conduct is
well known by the Group’s employees. TOTAL must nevertheless
The Group’s Human Rights Department provides advice and support
continue to raise awareness among its commercial and industrial
to employees and operational divisions and supervises efforts made
partners, in particular with regard to respect for human rights at
to promote respect for human rights in close collaboration with the
work. The supplier’s qualification and evaluation procedure which is
Ethics Committee. In particular, it runs a Human Rights Committee
being progressively deployed by Total Global Procurement, described
which coordinates the actions taken internally and externally by the
in point 5.10 of this chapter, contributes to raise these partners’
various Group entities.
awareness.
Stand-alone human rights impact assessments may also be The Group also assesses the practices of its suppliers, including the
conducted in addition to the environmental and societal impact working conditions of their own employees (refer to point 5.10 of this
assessments in high risk areas or conflict zones with the support of chapter).
independent experts such as the Danish Institute for Human Rights,
a Danish public non-profit organization. In 2017 and 2018, the Danish Follow-up
Institute for Human Rights conducted two human rights impact
The Group’s approach is integrated within a Human rights roadmap
assessments of our projects in Papua New Guinea and Myanmar. In
endorsed by the Group’s Executive Committee at regular intervals.
Papua New Guinea, the assessment focused on equal treatment
The 2017-2018 roadmap on human rights focuses on three main
between women and men, security and conflict. The
areas for improvement: integrating human rights considerations in
recommendations included in particular awareness-raising of the
business practices at local level; improving management awareness
relevant stakeholders to complaint mechanisms and the periodic
and accountability on human rights issues at all levels; improving
measurement of their effectiveness; the organization of trainings on
evaluation processes of at risk entities, the tools available to them
the Voluntary Principles on Security and Human Rights (VPSHR) for
and their follow-up. It includes an action plan for relevant Group’s
government security forces and private security providers. As a result
division and business segments.
of this study, steps have been taken by the entity to implement these
recommendations. Other non-profit partner organizations, such as
the CDA Corporate Engagement Project, also contribute to the
evaluation of the societal impact of the Group’s activities or projects
on nearby local communities. It includes interviews with local
communities. CDA’s reports are available on their website.
The prohibition of forced and child labor, non-discrimination, just and In addition to the Group’s reporting and internal control system, the
favorable conditions of work, as well as safety all form part of the working conditions of TOTAL’s employees are evaluated by
principles set out in TOTAL’s Code of Conduct and Human Rights GoodCorporation, an independent third party, as part of the ethical
Guide. assessments of the Group’s entities.
TOTAL’s commitment to human rights in the workplace is
In the Group’s value chain
demonstrated, in particular, by the signature of various agreements,
such as the one concluded with IndustriALL Global Union (1) in 2015. The Fundamental Principles of Purchasing (FPP) set out the
In particular, this agreement covers the promotion of human rights in commitments expected from suppliers in various domains, including
the workplace, diversity, the participation of employees and their human rights in the workplace and safety. A Group directive reaffirms
representatives in social dialogue and the recognition of health and the obligation to annex the FPP or to transpose them in the selection
safety at work as absolute priorities in the Group’s activities and process as well as in the contracts concluded with suppliers of goods
global supply chain. or services.
The prevention of forced and child labor in the supply chain is a
In its activities
critical point of attention identified in the 2017-2018 human rights
TOTAL cares about the working conditions of its employees which roadmap endorsed by the Executive Committee. TOTAL has therefore
are governed by the Group’s Human Resources policy (refer to point developed a new methodology for selecting its suppliers which takes
5.3 of this chapter). account the risks of human rights violations, in particular forced and
child labor. In September 2016, TOTAL also entered into a partnership
Safety is one of the Group’s core values. Over the last few years, the
with a third-party service provider in charge of evaluating suppliers’
Group has continued to develop occupational health and safety
practices with regard to fundamental rights in the workplace (refer to
standards focusing on the right to enjoy fair and adequate living and
point 5.10 of this chapter).
working conditions (refer to point 5.4 of this chapter).
Finally, the working conditions of the employees of service stations’
TOTAL is committed to promoting diversity and endeavors to combat
dealers are evaluated by GoodCorporation, an independent third
all forms of discrimination (origin, gender, sexual orientation, handicap,
party, as part of the ethical assessments conducted in the Group
age, membership in a union or a political or religious organization,
entities. Between 2016 and 2017, a baseline study of 22 affiliates in
etc.). The Diversity Council, which is chaired by a member of the
the Marketing & Services segment across different continents was
Executive Committee, illustrates this commitment.
also conducted. One of the main recommendations identified is to
In 2017, TOTAL published a “Practical guide to dealing with religious improve service station dealers’ awareness of the Group’s Code of
questions within the Group” in order to provide practical solutions to Conduct principles and of the fundamental Conventions of the
the questions raised by the Group’s employees and managers International Labor Organization. In response, Marketing & Services
worldwide. It draws on the experiences of the business segments in is developing educational tools, which should be promoted in 2019
various countries and encourages dialog, respect and listening as a to this business segment’s entities.
way to find solutions suited to the local context. Many internal and
external experts helped draft this document, including representatives
of various religious communities. This guide has been translated into
nine languages.
(1) International union federation representing more than 50 million employees in the energy, mining, manufacturing and industrial sectors in 140 countries.
TOTAL’s operational activities may have impacts on the rights of local In accordance with internationally recognized human rights standards,
communities, in particular when TOTAL obtains temporary or TOTAL requires the Group entities to maintain a regular dialogue with
permanent access to their land for Group’s projects that may involve their stakeholders and make sure that their activities have no negative
the physical and/or economic displacement of these populations. consequences on local communities or, if these cannot be avoided,
Noise and dust emissions and other potential impacts may also have that they limit, mitigate and remedy them. The solutions proposed in
consequences on the livelihood of neighboring communities. response to the expectations of local communities are coordinated
Consequently, the access to land of local communities and their right by the societal teams that work in close collaboration with the legal,
to health and an adequate standard of living are two salient issues safety and environmental teams. The Group’s approach to this topic
for TOTAL. is described in the section on societal issues in point 5.9 of this
chapter.
In certain situations, intervention by government security forces or When government security forces are deployed to ensure the
private security providers might be necessary to protect TOTAL staff protection of the Group’s staff and assets, the Group entities maintain
and assets. In order to prevent any misuse of force, TOTAL asks an ongoing dialogue with the representatives of national or regional
Group employees, private security providers and government security authorities in order to raise their awareness on the need to respect
forces to implement the Voluntary Principles on Security and Human the VPSHR and encourage them to sign memorandums of 5
Rights (VPSHR) issued by States, NGOs and Extractive Companies. understanding that comply with these principles.
TOTAL has been a member of this initiative since 2012. Within this TOTAL regularly organizes training sessions and awareness-raising
framework, the Group publishes an annual report setting out the activities on the risk of misuse of force, and more generally on the
challenges, lessons learned and good practices in relation to VPSHR, for its staff, private security providers and government
security and human rights and, if applicable, reports any incidents security forces. In 2018, TOTAL partnered with other Extractive
associated with the Group’s activities. This report is available at Companies and the Myanmar Center for Responsible Business to
sustainable-performance.total.com. organize two VPSHR awareness workshops for government officials,
private security providers and NGOs in Myanmar.
Self-assessment and risk analysis tools have been developed and
are deployed, in particular, in the entities located in high risk countries
and conflict zones.
(1) Launched in 2004 within the World Economic Forum, PACI now numbers approximately 90 major corporations and forms a platform for discussion that brings together business leaders
and governmental and non-governmental organizations, allowing them to share their experiences and ideas and develop best practices.
(2) The EITI brings together representatives of the governments of the member countries as well as representatives of civil society and business in order to strengthen transparency and
governance with regard to income from oil, gas and mineral resources.
Societal challenges
“Tax policy: processes to manage risk and ensure compliance with tax
disclosure and filing obligations.
Tax payments of TOTAL represent a substantial part of our Group’s
economic contribution to the countries in which we operate. The management of tax risks is fully integrated in the Group’s
global risk governance process. As part of this process, the Group
TOTAL is mindful of its responsibility and is committed to paying
VP Tax regularly reports to the Audit Committee and the Group
its fair share of taxes to the host countries of its operations,
Risk Committee on TOTAL’s global tax position, risk monitoring
in compliance with applicable laws and conventions and in
and associated improvement actions.
accordance with our Code of Conduct.
We engage with a broad range of stakeholders, and especially
Our intercompany transactions are thus based on arm’s length
with tax authorities, in a timely, transparent and professional
terms and our tax strategy is aligned with our business strategy.
manner which is the basis of a constructive and long term
The formation of affiliates worldwide is driven by business
relationship.
operations, as well as regulatory constraints and JV requirements.
It is the Group’s long term commitment not to create affiliates in As a permanent member of the Extractive Industries Transparency
countries generally acknowledged as tax havens and to repatriate Initiative (EITI) since its creation in 2002, Total fully supports
or liquidate existing affiliates, where feasible. initiatives for greater transparency and accountability. We encourage
governments to ensure that the tax reporting obligations they will
Our tax policy’s prime focus is certainty and sustainability in the
impose upon multinational groups are consistent, coordinated and
long term. We believe that the expected short term tax benefit
proportionate.
derived from artificial or aggressive tax planning will often be
outweighed by the reputational and future tax litigation risks Total publishes in its Registration Document an annual report
inherent in such schemes. covering the payments made by the Group’s extractive affiliates to
governments (1) and the full list of its consolidated entities, together
The Group takes a responsible approach to the management and
with their countries of incorporation and of operations.”
control of taxation issues, relying on well-documented and controlled
Since 2017, the Group also files a country-by-country reporting to the French tax authorities.
The Group’s operational societal approach in the territories where it and cultural issues in the impacted area. It is complemented by
is present is based on a structured process that is implemented with societal impact assessments that measure and analyze the societal
the support of dedicated teams: impacts – actual and potential, positive and negative, direct and
indirect, in the short, medium and long term, intentional or
1) Analysis of the challenges and the societal context unintentional – of the project on the stakeholders. They cover areas
such as the socio-cultural, economic and real estate context and
Before an industrial project is developed by the Group, an initial
ecosystem services. In 2018, Exploration & Production conducted
pre-project survey is conducted to identify any potentially affected
seven assessments.
stakeholders and to describe and assess the main socio-economic
Societal challenges 5
The assessment of risks and issues by the risks Committee (CORISK), 3) Implementing and monitoring societal actions
before an investment project is submitted to the Executive Committee, and projects
takes the societal aspects into consideration.
The societal approach is integrated within operations through the
The internal standards require all the Group’s entities and subsidiaries internal industrial health, safety, security, societal and environmental
to conduct and update, at least every five years, an assessment management system. Internal expectations regarding the management
of their societal context in terms of the exposure of the entity or of stakeholders and local impacts are formally expressed in an internal
subsidiary and of the impact of its activities on its stakeholders, and Group rule that applies to all the operated entities. Guides, manuals
in particular the sensitivity of the human, social, economic and cultural and a community of practices are available on the Group intranet site
context, as well as the societal impacts (including human rights) of to help the entities to implement their operational societal initiative.
their operations and their presence.
The societal teams reporting to HSE departments and their
correspondents with the Group entities oversee the fulfillment of
2) Development of a societal strategy integrated
these requirements. Societal aspects are included within the scope
with operations
of the HSE audits that produce recommendations to reinforce the
Every entity pays close attention to local issues by defining short-term control of operations. In keeping with the strategic orientations
and long-term societal targets and its priority fields of action that defined by General Management, each entity and subsidiary conducts
take account of: an annual self-diagnostic of the activities it operates. All the societal
actions taken are listed in an annual internal reporting.
— the need to remain within the regulatory and contractual
framework, as well as meeting the applicable international In addition to the global training covering all the HSE topics, specific
standards; training is delivered to managers and operational personnel in charge
of societal matters, such as The basics of societal engineering (seven
— the social, economic and environmental concerns and
sessions in 2018, with 109 trainees, including 49 in Nigeria) or
expectations of the stakeholders;
advanced and specific training modules in the operations of
— the assessment of the societal context in terms of risks and Exploration & Production (four sessions in 2018, with 32 trainees).
impacts;
In an effort to structure its societal initiative, in 2006, TOTAL
— The Group’s ambitious commitments to civil society. introduced the internal Stakeholder Relationship Management (SRM+)
methodology that aims to facilitate the mapping out of the
These targets are built into a structured operational action plan,
stakeholders and the societal issues related to the local context, and
based on three pillars:
to commit to an action plan intended to build trusting relationships
— dialogue and involvement of local stakeholders; over time. SRM+ has been deployed in almost every subsidiary. The
Group also developed MOST (Management Operational Societal Tool)
— avoiding and reducing the societal impacts of the Group’s
for its Exploration & Production subsidiaries. This tool, which includes
activities;
a geographical information system, can be used to manage relations
— taking initiatives in favor of the local communities and residents. with stakeholders, complaints about sites, as well as societal projects 5
and the resulting specific actions (access to land, compensation,
dialog) more efficiently.
TOTAL takes initiatives to establish dialogue by listening to and — feedback to the stakeholders on the actions taken and
involving stakeholders in order to develop constructive and transparent completed.
relations with them. For industrial projects developed by the Group,
TOTAL acknowledges the specificities of indigenous and tribal
this information, consultation and dialogue process starts well before
peoples (as referred to in International Labor Organization’s
any decisions on investments.
Convention No. 169) and has developed a Charter of Principles and
In accordance with the Group’s framework, every Group entity and Guidelines Regarding Indigenous and Tribal Peoples to be followed
subsidiary is expected to dialogue regularly with its stakeholders with communities that are in contact with its subsidiaries. This charter
about the assets, activities or sites that it operates, in order to better encourages the use of experts in order to identify and understand
understand their concerns and expectations, to measure their these peoples’ expectations and specificities, consult with them and
satisfaction and to identify means of improving the entity’s societal contribute to their socioeconomic development.
policy.
The approach to dialogue at Exploration & Production is managed in
On the basis of the map of local stakeholders, which is drawn up certain subsidiaries by mediators, called Community Liaison Officers
and regularly updated as part of the SRM+ methodology, the entities (CLO), who liaise between the entity and the surrounding populations.
concerned are required to establish a dialogue process that is Employed by TOTAL, they are from the local communities, speak
structured as follows: their language and understands their customs, and they play a
decisive role in reaching a mutual understanding. Special attention is
— information on the entity’s activities that could have impacts and
paid to the most vulnerable populations. By way of example, in Papua
on the planned mitigation actions;
New Guinea in 2018, the appointment of a woman from a Papua
— listening to opinions, concerns, perceptions and expectations, tribe residing close to Block PRL 15 as the CLO, helped to establish
public consultations; constructive dialog, with the involvement of women in this process.
— consideration of the concerns and expectations in the action
plans deployed;
Societal challenges
Refining & Chemicals has set up structures for dialogue and authorities. Open days are also organized on the occasion of the
exchanges with local stakeholders (such as the Community Advisory inauguration of new facilities or of site anniversaries, for example at
Panels in the United States or the special local commissions on the Lindsay (United Kingdom), Port Arthur (United States), Carling
some European platforms). In 2018, the Feyzin site celebrated the (France) and Antwerp (Belgium) platforms. These events are ideal
tenth anniversary of its residents’ Conference, which organizes opportunities to maintain dialogue and build trusting relations.
quarterly exchanges with area residents, NGOs and the local
Societal impact assessments conducted upstream of industrial Impacts on cultural and religious practices and heritage
projects developed by the Group help to identify the types of potential
— In Lebanon, in the preliminary study phase of the Block 4 and
impacts of the activities on the communities and to set up specific
Block 9 exploration project, an assessment of the underwater
and adapted local action plans to avoid, reduce or compensate for
archeological potential was conducted.
these impacts.
Handling grievances from local communities
Avoid, reduce and compensate
The Group framework provides for the implementation of operational
The action plans usually cover the common topics presented below.
procedures to handle grievances by providing local communities with
The actions taken to minimize the impacts must be adapted to the
a preferential, rapid and simple channel to voice their problems and
local context, the stakeholders involved and the type of project. In
grievances. The Group’s local entities handle these grievances in
every project, special attention is paid to listening to vulnerable
order to offer an appropriate response to anyone who feels that they
populations (women, ethnic minorities, natives, etc.). The following
have suffered damage as a result of the activity and to improve
examples illustrate some of the actions taken in 2018:
internal processes in order to reduce nuisances or impacts that may
Impacts and nuisances for local communities and residents be caused by the activities.
— In Mauritania, in order to avoid accidents in fishing zones, Fishing At Exploration & Production, a set of tools is made available to the
Liaison Officers were assigned to the seismic line-laying boats in subsidiaries, including, in particular, a standard procedure designed
order to dialogue with fishermen during the seismic campaign of to make it easier for local communities to access the grievances
Block C7. mechanisms. This standard procedure complies with the United
Nations guiding principles on Business and Human Rights. By way
Impacts on access to land and water
of example, a campaign was organized in Senegal to inform
— In Tanzania, where 4,000 hectares of land and 200 villages will fishermen in the coastal villages between Dakar and Joal about the
be impacted to varying degrees by the 1,143 km pipeline project, ROP Block offshore seismic campaign. The existence and workings
a major program to involve the stakeholders is being deployed of the grievances management mechanism were explained to them.
by a dedicated local team in order to facilitate access to In Tanzania, access to this mechanism and contact with the project
information for the greatest number and to come up with teams were made easier by installing visual materials, information
differentiating solutions that take the concerns and problems of noticeboards, letter boxes, a free telephone number and information
the various populations concerned into consideration (nomads, offices were installed in the villages concerned.
shepherds, traditional miners).
Grievance management systems are in place on every
— In Papua New Guinea, where land law is customary, i.e., based ISO 14001-certified Refining & Chemicals platform. The local
on ancestral oral traditions, social mapping and identification of communities are extensively involved in the search for solutions to
landowners has been carried out in the LNG PRL-15 project control the impacts of the Group’s activities.
area in accordance with the petroleum developments law.
At Marketing & Services, a guide intended to raise awareness of
Impacts on socio-economic activities (economic losses) grievance management helps the subsidiaries and the operational
and employment sites to set up dedicated systems that are separate from the business
grievances circuit.
— In France, Carling and La Mède have taken action to enhance
the attractiveness of the platforms (refer to chapter 5.9.2.2).
Built on constructive dialog, the involvement of stakeholders bears First and foremost, the projects address the issues of local
witness to the Group’s will to build trusting, long-term relations. The development and solidarity and favor cooperation and skills
long-term future of societal projects is guaranteed by partnerships development.
with local institutions and organizations. TOTAL cooperates directly
with the local authorities in all its actions and collaborates with NGOs
that have experience in the field.
Societal challenges 5
At Exploration & Production, the following initiatives are just some — TEP Congo inaugurated a community center for the populations
examples of the approach adopted: living in Djeno, where the oil terminal operated by TOTAL is
located. The center features sports facilities, a conference center
— In Papua New Guinea, the Societal Baseline Study and the
and a library.
Human Rights Impact Assessment (HRIA) highlighted the critical
nature of health problems, especially among women for which At Marketing & Services, TOTAL is pursuing its actions against
maternal mortality rates are very high. A partnership with the energy insecurity in France notably for support and to help
government agency NVS (National Volunteer Service) resulted in low-income households thermally renovate their homes. The Group
the hiring of two social workers to help the populations in the works alongside the French government and other energy suppliers
villages close to Block PRL 15, who live under very precarious in the “Living Better” program, as well as the Coup de pouce
sanitary conditions. Members of the local communities are being économies d’énergie (energy saving boost) initiative launched in
trained to eventually replace the social workers as employees of February 2017.
the Gulf Province. Care centers are being set up, and in two
In 2018, Refining & Chemicals has concluded a number of
years (2017 – 2018) more than 4,000 consultations have taken
partnerships with educational institutions. As for example, in France,
place.
SOBEGI (Lacq) which is involved in a partnership with La Cité scolaire
— In Nigeria, TOTAL supported the Agric Farm Project dedicated de Mourenx which is based on constructive and diversified exchanges
to the communities neighboring OML 58 that conducts research (e.g., on site intervention by SOBEGI employees to increase
and introduces new varieties of plants to improve the yield of awareness in the field of circular economy among bachelors’
local agricultural activities. students; welcoming of students during three weeks on the industrial
facilities; support for students and teachers in the Olympiades de la
— Total Austral launched the first Expertos en Seguridad (safety
Chimie; organization of a competition of noses as part of the Year of
experts) operation in Neuquén and Tierra del Fuego provinces,
Chemistry.
with the participation of five schools located close to the
subsidiary’s operations in Añelo and Rio Grande. The Total’s In the Gas, Renewables & Power branch, an entity is dedicated to
Road Safety Cube road safety awareness-raising program for the development of an access-to-energy offer based on clean and
children was attended by 756 children aged between 8 and 12 affordable solutions (refer to point 2.2.3 of chapter 2).
in 18 educational workshops.
The Group is building a global, integrated local development These action plans help to structure technical resources, in particular
approach (“in-country value”) that creates synergies among all the through training, by strengthening human skills and supporting the
value-creating elements for host countries (employment, subcontracting, economic development of areas of high employment by supporting
infrastructure, support for local industries, socioeconomic development local SMEs and recruiting local people. For example, in Nigeria, 77%
projects, education, access to energy, etc.) by promoting the Group’s of hours on the FPSO project for the Egina field were worked by
industrial know-how. TOTAL promotes actions that help to strengthen local people.
the capacity of individuals and local organizations to organize their
development independently and durably, by favoring co-construction 5.9.2.2 Leveraging the reindustrialization
and partnerships with local players. of the Group’s platforms
In addition to the jobs generated by its activities, the Group, as a
5.9.2.1 Developing an approach to create
responsible company, supports SMEs, mainly in France, through its
shared value
Total Développement Régional (TDR) subsidiary. TDR proposes
The Group is committed to creating jobs and using resources for its various measures that contribute to creating and keeping jobs in the
projects and operations (local citizens and local subcontractors), if long term, such as financial support for the creation, development or
it’s operational imperatives so permit. Human skills-building and local takeover of SMEs in the form of loans, support for industrial
SME support programs complete this commitment, resulting not only redeployment with actors in local development, or support for exports
in the development of local capacity, but also in the economic and international development. Between 2016 and 2018, loans were
diversification of the territories where TOTAL operates. granted to more than 500 SME projects, amounting to a total of
more than €30 million, and support for more than 10,000 jobs.
To guarantee the coherence over time of each project’s action plans,
their durability in the production phase and the optimization of the Additionally, the Group is pursuing its projects for the future of the
allocated resources, this long-term initiative forms part of a local Carling, La Mède and Lacq platforms. The Voluntary Agreements for
industrial strategy that aims to maximize the impact on the host Economic and Social Development (CVDES) signed for Carling and
country measured in terms of new jobs. This strategy is applied to La Mède set forth the Group’s commitments in terms of support for
each of the Group’s major industrial projects with high local-content SMEs and industrial actions.
impacts, after first analyzing all the industrial and human capacities
On the Carling industrial platform (France), following the shutdown
and the associated risks, resulting in a plan of specific actions. For
of the second steam cracker in 2015, TOTAL is proceeding with this
example, an analysis of this kind was made in 2018 in Tanzania as
industrial redeployment without any job losses and in keeping with
part of the EACOP project.
its contractual commitments to its customers and partner companies.
In particular, the Group has set up a fund to support subcontractor
companies. TOTAL has invested €190 million in order to develop
new activities in the growing hydrocarbon resins (Cray Valley) and
polymers markets.
Societal challenges
TOTAL is also involved in developing a shared services offer on the In 2018, TDR also supported the industrial development of three
platform to boost its appeal and support the arrival of new industrial local companies, with the creation of 94 new jobs.
actors.
On the Lacq platform in France, a TDR unit, hosted by Sobegi, the
— A first industrial project (SNF Coagulants, €19 million of platform’s controller, is improving the platform’s marketing and
investments and 25 direct jobs) was launched in 2017; research offer and examining third-party industrial projects that could
join the platform. 2018 saw the launch of the new “The Lacq
— In October 2018, Quaron, France’s leading chemicals distributor,
Advantage” platform offer, with a dedicated web site. A working
confirmed its decision to open a new chemicals distribution and
group comprising the Pau-Béarn chamber of commerce and industry,
formulation site on the platform (20 industrial jobs in the long
the Chemparc public interest group, the Lacq-Orthez district authority,
term);
Sobegi and TDR is actively looking for investors in Europe and Asia,
— Two innovative biochemicals companies: Metabolic Explorer has with the help of two expert consulting firms.
confirmed its decision to invest (€48 million and 48 direct jobs);
The examination of Fonroche’s industrial project to produce biogas
Afyren has finalized its funding plan (€50 million and 50 direct
on the Lacq platform has reached an advanced stage.
jobs) and intends to lift the technical conditions applying to its
arrival on the platform.
5.9.2.3 Supporting the creation of new businesses
In this way, TOTAL confirms its responsibility towards the employment
Following the success of TOTAL’s first Startupper of the Year
areas in which the Group operates as well as its commitment to
Challenge in 34 African countries in 2015, the 2018-2019 challenge
maintain a strong and lasting industrial presence in the Lorraine
has been extended to 55 countries worldwide and will support and
region.
reward young local entrepreneurs in 2019 who have launched a
Plan to convert the La Mède refinery (France) through an initial project or created a company in the last two years, irrespective of
investment greater than €275 million is underway to create the first the segment of activity. The 13,100 projects, complete and compliant
French biorefinery and an Adblue (1) production workshop, establish with the rules, submitted in the autumn of 2018 have been assessed
an 8 MW solar farm and set up a training center in partnership with according to three criteria: their innovative character, their social and
the IFP Énergies nouvelles. This project will be completed without societal impact and their feasibility and development potential.
any lay-offs.
A Grand Jury will then meet to select the six continental “Grand
TDR is supporting the subcontractors and putting the Group’s Winners” from the winners in each country. In keeping with the
commitments into action. In particular, as a qualified member of Group’s promise to develop women’s careers, the 2018-2019
PIICTO (Platform for Industry and Innovation at Caban Tonkin), TDR challenge will award one “Female favorite” per country to support
organized PIICTO bio-industries working group, which is targeting female entrepreneurs. This special prize will be awarded in addition
the profile of new enterprises that could become part of the industrial to the other prizes.
fabric of the Etang de Berre. As a consequence, in 2018, the
Much more than an entrepreneurial contest, the 2018- 2019
Aix-Marseille-Provence district authority issued a call for interest in
Startupper Challenge confirms TOTAL’s wish to support the
an attempt to attract investors in the fields of the energy transition
socio-economic development of the countries worldwide where the
and energy efficiency, sustainable biofuels and bio-industries.
Group is present. It contributes locally to the strengthening of the
In October 2018, the Chinese group Quechen signed a building lease social fabric by helping the most innovative entrepreneurs to turn
with the Marseille port authority for a 12-hectare plot of land in the their projects into reality.
heart of the PIICTO platform that will host a plant producing silica for
In parallel to this initiative, the Group’s segments and subsidiaries
“green tires” (an investment of €105 million and 130 direct jobs),
locally support entrepreneurship through partnerships.
representing a major Chinese investment in a new production plant
in France.
TOTAL is also involved in the community through civic initiatives in Through this program, the Group and the Fondation d’entreprise
all of its host regions. They extend and complete the actions taken Total want to contribute to the development of the territories where
as part of its economic activities. the Group is present, alongside their partners. With a clear focus on
young people, the program concentrates on four themes: road safety,
5.9.3.1 The Total Foundation program forests and climate, youth inclusion and education, and cultural
dialogue and heritage.
In the face of societal issues and today’s environmental challenges,
TOTAL wishes to strengthen its public interest initiatives. This strong In 2018, the Group’s citizenship initiatives were gradually brought
commitment is part of TOTAL’s ambition to become the responsible into line with these themes:
energy major. In 2017, the Group drew up a new citizenship
— Road safety: safer mobility by educating youth under the age of
commitment policy, aligned with its history, values and businesses,
25, training and raising the awareness of specific populations
to intensify its impact. This policy is currently being deployed
and supporting and encouraging the authorities to implement
internationally to gradually include community support initiatives.
road safety policies.
Against this backdrop, the Total Foundation program covers the
For example, in 2018, the Fondation d’entreprise Total teamed
actions of solidarity taken every day worldwide by the Group’s sites,
up with the Michelin Company Foundation to launch the VIA
subsidiaries and Fondation d’entreprise. The Total Foundation
road safety education program. With its innovative and interactive
program is driven mainly by Fondation d’entreprise Total in France,
methodology, this program aims to raise awareness amongst
whose accreditation was renewed at the end of 2017 for the five
10 to 18-year-olds by inviting them to propose ways of identifying
years from 2018 to 2022, with a budget of €125 million.
(1) Fuel additive intended for road transport and designed to lower nitrogen oxide (NO X) compound emissions.
TOTAL’s success as a responsible company is played out all along Purchasing services and assisting the Group’s entities and sites,
its value chain, and the Group is convinced of the importance of mainly in Exploration & Production, Refining & Petrochemicals,
working with suppliers that respect human rights and take care of Marketing & Services and Gas, Renewables & Power. This approach
their employees. The Group expects its suppliers to adhere to is complemented by employee training programs and actions to raise
principles equivalent to those in its own Code of Conduct, as set out awareness amongst the Group’s partners, customers and suppliers.
in the Fundamental Principles of Purchasing directive. To this end, Its success is also based on TOTAL’s involvement in international
the Group wanted the management of its supplier relations to be initiatives or collaborative approaches specific to the energy sector
coordinated by the dedicated cross-functional “Total Global that promote the emergence of good practices.
Procurement” entity, which is tasked, in particular, with delivering
The Group ensures that contractual conditions are negotiated in an In 2018, 196 procurement representatives were trained on respect
equitable manner with its suppliers. The Code of Conduct restates of human rights and working conditions by suppliers, and 250 on
this requirement and the three essential principles that guide TOTAL’s anti-corruption rules.
relations with its suppliers: dialogue, professionalism and the
The Group provides its procurement representatives with supporting
fulfillment of commitments.
materials, such as the “Sustainable Purchasing Awareness Cards”
These principles are also set forth in the Fundamental Principles of that recap human rights at work and identify the purchaser practices
Purchasing, launched in 2010, that specify the commitments that that must alert them. A set of communication tools intended to help
TOTAL expects its employees and suppliers to adhere to in the procurement representatives to enter discussions on the Fundamental
following areas: respect for human rights at work, the protection of Principles of Purchasing was also distributed within Total Global
health, safety and security, preservation of the environment, Procurement. The materials used in the annual performance review
prevention of corruption, and conflicts of interest and the fight against have been revised to include a section on human rights.
fraud, respect for competition law, as well as the promotion of
In June 2018, the International Procurement Days brought together
economic and social development. These principles were drawn up
the 170 procurement representatives present in 41 countries. The
in keeping with the fundamental principles defined in particular in the
Fundamental Principles of Purchasing were distributed during the
United Nations Universal Declaration of Human Rights, the
event and the internal supplier qualification and audit processes were
conventions of the International Labor Organization, the United
presented.
Nations Global Compact and the OECD Guidelines for Multinational
Enterprises. With respect to the development of good practices in business
relations, TOTAL also launched an initiative to raise its employees’
Furthermore, a Sustainable Procurement road map defines TOTAL’s
awareness of mediation as an alternative method for resolving
guidelines in this area. A Sustainable Procurement Committee
disputes. Since 2013, a training day run by professional mediators to
regularly brings together the Management Committee of Total Global
raise awareness of mediation has been organized in French and
Procurement and the Civil Society Engagement (including the Human
English. In 2017, an open day for employees of the Group, lawyers and
Rights Department), HSE and Legal divisions as well as the Ethics
suppliers, enabled participants to learn about the benefits of mediation.
Committee. It is tasked with monitoring the implementation of the
A brochure designed to increase awareness of the mediation process
Group’s Sustainable Procurement road map.
is available to all Group employees. In addition, an email address is
available on the Group website (under “Suppliers”). The Group’s
Employee awareness-raising actions and training
suppliers can contact the internal supplier mediator using a generic
TOTAL has set up a number of channels of communication to raise email address ([email protected]). The internal
employee awareness of the risks and issues related to its supply mediator is tasked with facilitating relations between the Group and
chain. Training modules explaining the Group’s ethical commitments its French and international suppliers. The general purchasing terms
and the Fundamental Principles of Purchasing have been developed and conditions also mention the possibility of recourse to mediation.
for and made available to Group procurement representatives.
TOTAL expects its suppliers to: — ensure that their own suppliers and subcontractors adhere to
these Fundamental Principles of Purchasing,
— adhere to the Fundamental Principles of Purchasing and ensure
that they are adhered to in their activities, — refer to the Group Ethics Committee when in doubt or in the
event of any malfunction.
— accept to be audited according to these principles,
— remain attentive to the everyday working conditions of their
employees and their suppliers’ employees,
Since 2010, TOTAL is a signatory to the French Economy and in terms of decent work and respecting human rights in its supply
Finances Ministry’s Sustainable Supplier Relations Charter, which chain by signing the “Six Commitments” of the United Nations Global
aims to allow more sustainable and balanced relations between Compact.
customers and suppliers.
The Group’s buyers also take part in international working groups on
Worldwide, a CSR global agreement monitoring Committee (known responsible procurement. TOTAL is an active member of IPIECA’s
as the “FAIR Committee”) meets every year in the presence of Supply Chain Working Group. Building on the workshops held since
representatives who are members of trade unions affiliated with the 2015, TOTAL continued to participate in the Operationalization of the
IndustriALL Global Union and appointed by this federation to monitor UN Guiding Principles work organized by the IPIECA, aimed at both
and implement the agreement. It identifies good practice and areas oil and gas companies and engineering, procurement and
for improvement. In application of the areas for improvement defined construction (EPC) contractors.
by this Committee, the programs mentioned earlier have already
Finally, the Group pays special attention to the disabled and protected
been set up: Suppliers Day, International Procurement Day and
employment sectors. In France, the Group’s purchases from this
trainings in human rights for purchasers.
sector enabled the achievement of an indirect employment rate of
Since 2018, TOTAL has been a member of the United Nations Global nearly 1% in 2018. TOTAL is a member of the Pas@Pas association
Compact platform on Decent Work in Global Supply Chains, and, in and provides its buyers with an online directory that can be used to
this capacity, takes part in various workshops that aim to help the identify potential suppliers and service providers (disabled or
member companies of the Global Compact to make progress in this protected employment sectors) by geographical area and by category
area. In December 2018, the Group committed to pursuing its efforts (refer to point 5.3.5.3 in this chapter).
(1) Rule 13p-1 defines “conflict minerals” as follows (irrespective of their geographical origin): columbite-tantalite (coltan), cassiterite, gold, wolframite as well as their derivatives, which are
limited to tantalum, tin and tungsten.
The payment terms for invoices from suppliers and customers of TOTAL S.A. as of December 31, 2018, in application of the provisions of
Article D. 441-4 of the French Commercial Code, are as follows:
As of December 31, 2018 SUPPLIERS CUSTOMERS
(in M€) Invoices received and outstanding at the Invoices issued and outstanding at the
closing date of the previous fiscal year closing date of the previous fiscal year
91 days Total (1 91 days Total (1
0 days 1 to 30 31 to 61 to or day and 0 days 1 to 30 31 to 61 to or day and
(provisional) days 60 days 90 days more more) (provisional) days 60 days 90 days more more)
(B) Invoices excluded from (A) relating to disputed or unrecorded liabilities and receivables
Number of invoices excluded None None
Total value of invoices excluded None None
(C) Reference payment terms used (contractual or legal – Article L. 441-6 or Article L. 443-1 of the French Commercial Code)
Payment terms used
for late payment penalties Legal payment terms Legal payment terms
The Group’s reporting is based: — for environmental indicators, on a Group reporting procedure,
together with segment-specific instructions.
— for social indicators, on a practical handbook titled “Corporate
Social Reporting Protocol and Method”; These documents are available to all companies of the Group and
can be consulted at Corporate headquarters, in the relevant
— for safety indicators, on the Corporate Guidance on Event and
departments.
Statistical Reporting;
5.11.2 Scopes
Social reporting is based on two surveys: the Global Workforce — The Worldwide Human Resources Survey (WHRS) is an annual
Analysis, and the complementary Worldwide Human Resources survey which comprises 211 indicators in addition to those used
Survey. Two centralized tools (Sogreat and HR4U) facilitate in the Global Workforce Analysis. The indicators are selected in
performance of the above surveys. cooperation with the relevant counterparties and cover major
components of the Group Human Resources policy, such as
— The Global Workforce Analysis is conducted once a year, on
mobility, career management, training, work conditions, social
December 31, in all the controlled consolidated Group companies
dialogue, Code of Conduct deployment, human rights, health,
(refer to Note 18 of the Consolidated Financial Statements,
compensation, retirement benefits and insurance. The survey
chapter 8, point 8.7) having employees, i.e., 326 companies in
covers a representative sample of the consolidated scope. The
103 countries on December 31, 2018. This survey mainly covers
data published in this document are extracted from the most
worldwide workforces, hiring under permanent and fixed-term
recent survey, carried out in December 2018 and January 2019;
contracts (non-French equivalents of contrats à durée déterminée
128 companies in 54 countries, of which three new countries
or indéterminée) as well as employee turnover at the worldwide
Sweden, Israel and Denmark, representing 89.5% of the
level. This survey produces a breakdown of the workforce by
consolidated Group workforce (93,473 employees) replied to
gender, professional category (managers and other employees
the survey.
and non-French equivalents), age and nationality.
(1) The reporting scope of safety, environmental and climate change indicators also includes the activities of nearly 200 controlled but not consolidated companies. It does not include Basf
Total Petrochemicals LLC.
(2) The scope of the reporting of environmental or climate change related indicators also includes the Khuff and Nasr fields (United Arab Emirates) for which the Group is operator without
having the right to production, but does not integrate Naphtachimie (Lavéra site), Appryl (Lavera site), fully consolidated. In addition, environmental or climate change indicators have been
recalculated over the 2016-2018 period, to include data from the Zeeland refinery reintegrated into the operated domaine.
(3) The reporting scope of the safety indicators also includes sites not operated by the Group of non-fully consolidated companies: Hanwha Total Petrochemical co. Limited (Daesan and
Dongguan Sites), Bayport Polymers LLC.
Social definitions and indicators Fresh water: water with salinity below 1.5 g/l.
Outside of France, “management staff” refers to any employee whose GEEI (Group Energy Efficiency Index): a combination of energy
job level is the equivalent of 300 or more Hay points. Permanent intensity ratios (ratio of net primary energy consumption to the level
contracts correspond to contrats à durée indéterminée (CDI) and of activity) per business reduced to base 100 in 2010 and
fixed-term contracts to contrats à durée déterminée (CDD), according consolidated with a weighting by each business’s net primary energy
to the terminology used in the Group’s social reporting. consumption for Exploration & Production and Refining & Chemicals
segments (Hutchinson excluded).
Employees present: employees present are employees on the payroll
of the consolidated scope, less employees who are not present, i.e., GHG: the six gases of the Kyoto protocol, which are CO2, CH4, N2O,
persons who are under suspended contract (sabbatical, business HFCs, PFCs and SF6, with their respective GWP (Global Warming
development leave, etc.), absent on long-term sick leave (more than Potential) as described in the 2007 IPCC report. HFCs, PFCs and SF6
six months), assigned to a company outside the Group, etc. are almost absent from the Group’s emissions or are considered as
non-material, and are therefore no longer counted in 2018.
Safety definitions and indicators
GHG based on the Group’s equity interest: GHGs emitted by the
TRIR (Total Recordable Injury Rate): number of recorded injuries per Group’s operated assets and non-operated assets in which the
million hours worked. Group holds an equity share. In both cases, emissions are reported
to that equity. Assets with GHG emissions of less than 40 ktCO2e/y
LTIR (Lost Time Injury Rate): number of lost time injuries per million
on an equity basis are excluded. For non-operated assets, TOTAL
hours worked.
relies on information provided by its partner operators. In cases where
SIR (Severity Injury Rate): average number of days lost per lost time this information is not available, estimates are made based on past
injury. data, budget data or by pro rata with similar assets.
Employees of external contractors: any employee of a contractor GHG scope 1 emissions: direct GHG emissions from sources
working at a Group-operated site or assigned by a transport company located within the boundaries of a site coming under the operated
under a long-term contract. domain or in which TOTAL holds a financial interest.
Tier 1 and Tier 2: indicator of the number of loss of primary GHG scope 2 emissions: indirect emissions attributable to
containment events, with more or less significant consequences, as brought-in energy (electricity, heat, steam), excluding purchased
defined by the API 754 (for downstream) and IOGP 456 (for upstream) industrial gases (H2).
standards.
GHG scope 3 emissions: other indirect emissions. The Group
Near miss: event which, under slightly different circumstances, could follows the oil & gas industry reporting guidelines published by IPIECA
have resulted in an accident. The term “potential severity” is used for and which conform to the GHG Protocol methodologies. In this
near misses. Registration Document, only item 11 of Scope 3 (use of sold
products), which is the most significant, is reported. Emissions for
Incidents and near misses are assessed in terms of actual or potential
this item are calculated based on sales of finished products for which
severity based on a scale that consists of six levels. Events with an
the next stage is end use, in other words, combustion of the products
actual or potential severity level of four or more are considered
to obtain energy. A stoichiometric emission factor is applied to these
serious.
sales (oxidation of molecules to carbon dioxide) to obtain an emission
volume.
Environmental or climate change-related definitions
and indicators Carbon intensity: This indicator measures the average GHG
emissions of these products, from production in TOTAL facilities to
Non-routine flaring: flaring other than routine flaring and safety flaring
end use by customers. This indicator takes into account:
occurring primarily during occasional and intermittent events.
— for the numerator:
Routine flaring: flaring during normal production operations
– the emissions connected to the production and conversion of
conducted in the absence of sufficient facilities or adequate
energy products used by the customers on the basis of the
geological conditions permitting the reinjection, on-site utilization or
Group’s average emission rates,
commercialization of produced gas (as defined by the working group
– the emissions connected to the use of sold products. For
of the Global Gas Flaring Reduction program within the framework of
each product, stoichiometric emission factors (1) are applied to
the World Bank’s Zero Routine Flaring initiative). Routine flaring does
these sales to obtain an emission volume. Non-fuel use
not include safety flaring.
products (bitumen, lubricants, plastics, etc.) are not taken into
Safety flaring: flaring to ensure the safe performance of operations account,
conducted at the production site (emergency shutdown, – negative emissions stored thanks to CCUS and natural carbon
safety-related operations etc.). sinks;
Waste: the contaminated soil excavated and removed from active — for the denominator: the quantity of energy sold, knowing that
sites to be treated externally is counted a waste. Drilling debris, electricity is placed on an equal footing with fossil fuels by taking
mining cuttings or soil polluted in inactive sites are not counted as into account the average capacity factor and average efficiency
waste. ratio.
Hydrocarbon spills: spills with a volume greater than 1 barrel Operated oil & gas facilities: Facilities operated in the Exploration &
(≈159 liters) are counted. These are accidental spills of which at least Production, Refining & Chemicals and Marketing & Services
part of the volume spilled reaches the natural environment (including segments of the Group.
non-waterproof ground). Spills resulting from sabotage or malicious
acts are included, unless specified otherwise. Spills that do not affect
the environment are excluded.
(1) The emission factors used are taken from a technical note from the CDP: Guidance methodology for estimation of scope 3 category 11 emissions for oil and gas companies.
Listing details
Par value
Inclusion in the ESG (Environment, Social, Governance) indices
€2.50.
DJSI World, DJSI Europe, FTSE4Good and Nasdaq Global Sustainability.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Market capitalization as of December 31, 2018 (1)
Market Closing
Market capitalization price
(1) Based on a share capital divided into 2,640,602,007 shares as of December 31, 2018.
(2) Based on the last quarterly calculation available as of end of November 2018.
Listing details 6
6.1.2 Share performance
6.1.2.1 Change in share prices between January 1 and December 31, 2018
The change in TOTAL share price in 2018, compared with that of the share prices of the major oil and gas companies listed in Europe and the
United States, is shown in the following tables:
Source: Bloomberg.
(a) TOTAL share prices, used for the calculation of the total return, take into account the adjustment made by Euronext Paris in 2006 following the detachment of Arkema’s share allocation rights.
(b) CAC 40 prices taken into account to calculate the total return include all dividends distributed by the companies that are in the index.
6
Sources: Euronext Paris, Bloomberg.
Listing details
120
110
100
90
— CAC 40 — TOTAL — Euro Stoxx 50
80
2014 2015 2016 2017 2018
Base 100 as of 01/01/2014. Sources: Euronext Paris, Bloomberg.
140
120
100
80
— Dow Jones — TOTAL US
60
2014 2015 2016 2017 2018
Base 100 as of 01/01/2014. Sources: NYSE, Bloomberg.
55
50
45
40
2017 2018
Source: Euronext Paris.
0
Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec. Jan. Feb. Mar. Apr. May Jun. Jul. Aug. Sep. Oct. Nov. Dec.
2017 2018
Source: Euronext Paris.
6.1.2.4 Arkema spin-off In accordance with the provisions of the notice prior to the sale of
unclaimed shares (“Avis préalable à la mise en vente de titres non
Within the framework of the spin-off of Arkema’s chemical activities
réclamés”) published on August 3, 2006, in the French newspaper Les
from the Group’s other chemical activities, TOTAL S.A.’s Annual
Échos, Arkema shares corresponding to allotment rights for fractional
Shareholders’ Meeting on May 12, 2006, approved TOTAL S.A.’s
shares which were unclaimed as of August 3, 2008, were sold on
contribution to Arkema, under the regulation governing spin-offs,
Euronext Paris at an average price of €32.5721 per share. BNP Paribas
of all its interests in the businesses included under Arkema’s scope,
Securities Services paid an indemnity to the financial intermediaries
as well as the allocation for each TOTAL share (prior to share division
on remittance of corresponding allotment rights for Arkema shares.
by 4) of an allotment right for Arkema shares, with ten allotment
rights entitling the holder to one Arkema share. Additionally, since Since March 1, 2019, the unclaimed amounts were transferred to
May 18, 2006, Arkema’s shares have been traded on Euronext Paris. the French Caisse des dépôts et consignations, where the holders are
still able to claim them for a period of 20 years. Past this time limit,
the amounts will permanently become the property of the French State.
Dividend 6
6.2 Dividend
6.2.1 Dividend policy
6.2.1.1 Dividend payment policy Dividends for the fiscal year 2019
On October 28, 2010, TOTAL S.A.’s Board of Directors adopted a Subject to the applicable legislative and regulatory provisions, as well
policy based on quarterly dividend payments starting in fiscal year 2011. as the pending approval by the Board of Directors and by the
Shareholders’ Meeting to be held on May 29, 2019, the ex-date
The decision of TOTAL S.A.’s subsidiaries to declare dividends is
calendar for the interim dividends and the final dividend for the fiscal
made by their relevant Shareholders’ Meetings and is subject to the
year 2019 is expected to be as follows:
provisions of applicable local laws and regulations. As of December
31, 2018, there is no restriction under such provisions that would
Ex-dividend date
materially restrict the distribution to TOTAL S.A. of the dividends
declared by those subsidiaries. First interim dividend September 27, 2019
Second interim dividend January 6, 2020
6.2.1.2 Fiscal year 2018 and 2019 dividends
Third interim dividend March 30, 2020
Dividends for the fiscal year 2018
Final dividend June 29, 2020
TOTAL S.A. decided on the distribution and the payment of the
following interim dividends with respect to fiscal year 2018:
The provisional ex-dividend dates above relate to the TOTAL shares
— on September 19, 2018, the Board of Directors decided on the admitted for trading on Euronext Paris.
payment of the first interim dividend for fiscal year 2018 of
€0.64 per share and set the issuance price of the new shares Dividends for the last five fiscal years (1)
likely to be then issued at €52.95 per share, equal to the average
Euronext Paris opening price of the shares for the 20 trading 2.44 2.44 2.45 2.48 2.56 (in €)
days preceding the Board of Directors meeting, reduced by the
amount of the interim dividend, without a discount, and rounded
up to the nearest cent. The ex-dividend date of this interim
dividend was September 25, 2018, and the payment in cash or
new shares was made on October 12, 2018;
— on December 12, 2018, the Board of Directors decided on the Final
payment of the second interim dividend for fiscal year 2018 of
€0.64 per share and set the issuance price of the new shares
likely to be then issued at €48.27 per share, equal to the average Interim
dividends
Euronext Paris opening price of the shares for the 20 trading
days preceding the Board of Directors meeting, reduced by the
amount of the second interim dividend, without a discount and
2014 2015 2016 2017 2018 6
rounded up to the nearest cent. The ex-dividend date of this
TOTAL’s pay-out ratio for the fiscal year 2018 was 60% (2). Changes
interim dividend was December 18, 2018, and the payment in
in the pay-out ratio (3) over the past five fiscal years are as follows:
cash or new shares was made on January 10, 2019.
On March 13, 2019, the Board of Directors decided on the payment 80%
of the third interim dividend for fiscal year 2018 of €0.64 per share
and set the issuance price of the newly issued shares at €49.30 per 68%
share. The ex-dividend date will be March 19, 2019, and this interim 58% 60% 60%
dividend will be paid on April 5, 2019 in cash or in new shares of the
Company.
In addition, after closing the 2018 statutory accounts, the Board of
Directors decided on February 6, 2019, to propose to the Shareholders’
Meeting on May 29, 2019, an annual dividend of €2.56 per share for
fiscal year 2018. Subject to the decision of the Shareholders’ Meeting
and in light of the first three interim dividends decided by the Board
of Directors, the final dividend for the fiscal year 2018 will be €0.64 per
2014 2015 2016 2017 2018
share, which is equal to the amount of the three interim dividends
for the fiscal year 2018. The ex-dividend date of the final dividend will
be June 11, 2019, and the payment date will be June 13, 2019. The
Board of Directors also decided on February 6, 2019, to propose to
this Meeting that the final 2018 dividend be paid exclusively in cash.
(1) Subject to approval at the Annual Shareholders’ Meeting on May 29, 2019. Since January 1, 2018, dividends received by individuals having their tax residence in France are subject to a
30% flat-rate on gross amount (i.e., 12.8% for income tax and 17.2% for social security contributions). However, with respect to income tax, taxpayers can opt for the taxation of their
dividend income at the progressive scale with a 40% rebate.
(2) Based on adjusted fully diluted earnings per share of € 4.27 and a dividend of €2.56 per share pending approval at the Shareholders’ Meeting on May 29, 2019.
(3) Based on adjusted fully diluted earnings for the relevant year.
Dividend
6.2.1.3 Shareholder return policy over the 3. In addition to the buyback of shares issued as part of the scrip
2018-2020 period dividend, buyback program of up to $5 billion over the period
2018-2020
The Board of Directors met on February 7, 2018 and reviewed the
cash flow allocation, including the shareholder return policy, for the – the amount of buyback will be adjusted to the oil price over
2018-2020 period. the period;
– shares bought back in 2018 (excluding shares issued as scrip
On this occasion, the Board of Directors approved a capital
dividend): 24,721,940, for an amount of $1.5 billion.
investment program of $15-17 billion per year, set an objective to
maintain the net-debt-to-capital ratio (net debt / shareholders’ equity The Board of Directors met on February 6, 2019, confirmed the
+ net debt) below 20% with a grade A credit rating and also proposed program announced in 2018 and proposed the following measures:
the following measures:
– given the strong financial position of the Group, non-renewal
1. Increasing the dividend by 10% over the 2018-2020 period of the scrip dividend option beginning with the payment of the
final 2018 dividend;
– distribution of the full-year 2017 dividend of €2.48 per share
– distribution of the 2019 interim dividends of €0.66 per share,
proposed to the Shareholders’ Meeting, corresponding to a
an increase of 3.1% compared to the 2018 interim dividends,
final dividend of €0.62 per share and an increase of 1.2%
with the intent to propose to the Shareholders’ Meeting a
compared to the full-year 2016 dividend (€2.45 per share);
full-year 2019 dividend of €2.64, which will therefore be paid
– distribution of the 2018 interim dividends proposed to the
exclusively in cash;
Shareholders’ Meeting, increased by 3.2% to €0.64 per share,
– buyback of all shares issued in 2019 for the payment of the
corresponding to a full-year 2018 dividend of €2.56 per share;
2018 interim dividends;
– full-year 2020 dividend target of €2.72 per share.
– buyback of shares, in a $60/b Brent environment, for an
2. Buying back shares issued with no discount under the scrip amount of $1.5 billion for 2019 as part of the $5 billion buyback
dividend option program over the period 2018-2020.
– maintain the scrip dividend option in response to certain
shareholders’ preference, but with no discount on the issue
price compared to the market price;
– buy back the shares issued in 2018 in order to cancel them,
neutralizing the dilution related to the scrip dividend option;
– immediate buyback of the shares issued in January 2018
as part the scrip dividend option of the second 2017 interim
dividend.
Dividend 6
6.2.2 Dividend payment
BNP Paribas Securities Services manages the payment of the registered on a custody account and vice-versa. However, in
dividend, which is made through financial intermediaries using the compliance with the Belgian law of December 14, 2005, on the
Euroclear France direct payment system. dematerialization of securities in Belgium, CR Actions may only be
issued in the form of a dematerialized certificate since January 1, 2008.
JP Morgan Chase Bank N.A. (4 New York Plaza, New York, NY
In addition, ING Belgique is the bank handling the payment of all
10005-1401, USA) manages the payment of dividends to holders of
coupons detached from outstanding CR Actions.
TOTAL ADR.
No fees are applicable to the payment of coupons detached from
Dividend payment on stock certificates CR Actions, except for any income or withholding taxes; the payment
may be received on request at the following bank branches:
TOTAL issued stock certificates (certificats représentatifs d’actions,
CR Actions) as part of the public exchange offer for Total — ING Belgique, avenue Marnix 24, 1000 Brussels, Belgium;
Petrochemicals & Refining SA/NV (formerly PetroFina) shares.
— BNP Paribas Fortis, avenue des Arts 45, 1040 Brussels, Belgium;
The CR Actions is a stock certificate provided for by French rules, and
issued by Euroclear France, intended to circulate exclusively outside
— KBC BANK N.V., avenue du Port 2, 1080 Brussels, Belgium.
of France, and which may not be held by French residents. The CR
Actions is freely convertible from a physical certificate into a security
6.2.3 Coupons
Fiscal year Ex-dividend date Payment date Date of expiration Type of coupon Net amount (€)
(a) A resolution will be submitted to the Annual Shareholders’ Meeting on May 29, 2019, to pay a dividend of €2.56 per share for fiscal year 2018, including a final dividend of €0.64 per
share, with an ex-dividend date on June 11, 2019, and a payment date set from June 13, 2019, exclusively in cash.
Share buybacks
In 2018, TOTAL S.A. bought back 72,766,481 TOTAL shares on the — 16,144,859 shares bought back pursuant to the shareholder
market, i.e. 2.76% of the share capital as of December 31, 2018. return policy, up to an amount of $5 billion over the 2018-2020
period.
71,950,977 TOTAL shares were bought back for cancellation,
including:
Percentage of share capital bought back
— 47,229,037 shares in order to cancel the dilution related to the
shares issued for payment (i) of the second and third interim 4.13%
dividends and the final dividend for the fiscal year ended
December 31, 2017, as well as (ii) the first interim dividend for
the fiscal year ended December 31, 2018; and
2.76%
— 24,721,940 shares for $1.5 billion (1), pursuant to the Board’s
decision to buy back shares of the Company up to an amount of
$5 billion over the 2018-2020 period.
815,504 TOTAL shares were bought back in order to cover the
performance share plans approved by the Board of Directors on
July 27, 2016, and July 26, 2017.
Finally, the Board of Directors, at a meeting held on December 12, 2018, 0.18% 0.19%
decided, following the authorization of the Extraordinary Shareholders’ 0.00%
Meeting on May 26, 2017, to cancel 44,590,699 treasury shares
2014 2015 2016(a) 2017 2018
including:
(a) Buyback of treasury shares off-market in order to cancel them immediately after.
— 28,445,840 shares issued, with no discount, in 2018 for payment
of the second and third interim dividends, as well as the final
dividend, for the fiscal year ended December 31, 2017; and
6.3.2.1 Share buybacks during fiscal year 2018 In addition, also pursuant to the above-mentioned authorizations, in
2018 the Company bought back a total of 815,504 shares for a total
Following the Board of Directors’ decision on February 7, 2018, and
amount of €41 million, at an average unit price of €50.31, in order to
pursuant to the authorizations granted by the Ordinary Shareholders’
cover the performance share plans approved by the Board of Directors.
Meetings of May 26, 2017, and June 1, 2018, the Company bought
back 71,950,977 TOTAL shares, i.e. 2.72% of the share capital as of
6.3.2.2 Cancellation of Company shares
December 31, 2018, in order to cancel them, including:
during fiscal years 2016, 2017 and 2018
— 47,229,037 shares for a total amount of €2.4 billion, at an
On December 12, 2018, the Board of Directors, pursuant to the
average unit price of €50.57, in order to cancel the dilution
authorization granted by the Extraordinary Shareholders’ Meeting on
related to the shares issued for payment (i) of the second and
May 26, 2017, in the thirteenth resolution to reduce, on one or more
third interim dividends and the final dividend for the fiscal year
occasions, the Company’s share capital by canceling shares within
ended December 31, 2017, as well as (ii) the first interim dividend
the limits permitted by law, in accordance with the provisions of
for the fiscal year ended December 31, 2018; and
Articles L. 225-209 and L. 225-213 of the French Commercial Code,
— 24,721,940 shares for a total amount of €1.2 billion, at an canceled 44,590,699 TOTAL shares bought back between February 9
average unit price of €50.45, equivalent to $1.5 billion, at the and October 11, 2018, in order to cancel them. They represented
average exchange rate for 2018, pursuant to the shareholder 1.66% of the share capital on the date of the operation, including:
return policy, up to an amount of $5 billion over the 2018-2020
— 28,445,840 shares in order to cancel any dilution related to the
period.
shares issued, with no discount, for the payment of the second
Share buybacks 6
and third interim dividends, as well as the final dividend, for the In accordance with French law, these shares are deprived of voting
fiscal year ended December 31, 2017; and rights and do not entitle holders to dividends.
— 16,144,859 shares pursuant to the shareholder return policy, up In addition, for shares bought back in order to be allocated to
to an amount of $5 billion over the 2018-2020 period. Company or Group employees in line with the objectives referred to
in Regulation (EU) No. 596/2014 of the European Parliament and of
TOTAL S.A. did not cancel any shares in the fiscal year 2017.
the Council of April 16, 2014, on market abuse, it should be noted that,
As regards fiscal year 2016, following the authorization granted by when such shares are held to cover share purchase option plans
the Shareholders’ Meeting on May 11, 2012, the Board of Directors, that have expired or performance shares that have not been granted
after the purchase by the Company of 100,331,268 treasury shares, by the end of the vesting period, they may be held under the conditions
canceled the TOTAL shares purchased by the Company under the regarding the holding by the Company of its own shares and used in
share buyback program, as authorized by the Shareholders’ Meeting accordance with the purposes specified for the buyback by the
on May 24, 2016. Company of its own shares.
6.3.2.3 Transfer of shares during fiscal year 2018 6.3.2.5 Reallocation for other purposes during fiscal
year 2018
4,079,257 TOTAL shares were transferred during fiscal year 2018
following the final award of TOTAL shares under performance share Treasury shares held by the Company were not, during fiscal year
plans. 2018, reallocated for purposes other than those initially planned when
they were purchased.
6.3.2.4 Shares held in the name of the Company
and its subsidiaries as of December 31, 2018 6.3.2.6 Conditions for the buyback and use of
derivative products
As of December 31, 2018, the Company held 32,473,281 shares
(treasury shares) representing 1.23% of TOTAL S.A.’s share capital The Company did not use any derivative products as part of the share
on that same date, including: buyback programs successively authorized by the Shareholders’
Meetings on May 26, 2017 and June 1, 2018. There was no open
— 27,360,278 to be canceled; and
purchase or sale position as of December 31, 2018.
— 5,113,003 to cover the performance share plans.
Transactions completed by the Company involving its treasury shares from January 1 to December 31, 2018
Purchases Sales/Transfers
(a) Corresponding to final award of TOTAL shares under the performance share plans.
(b) Including brokerage fees (excluding tax).
(c) Including €385,727.53 of brokerage fees (excluding tax).
6
Treasury shares as of December 31, 2018
(a) Including 5,044,817 shares held to cover the performance share plans and 68,186 shares to be awarded under new share purchase option plans or new performance share plans.
(b) Based on a TOTAL share par value of €2.50.
(c) Based on TOTAL closing share price of €46.18 on Euronext Paris on December 31, 2018.
6.3.3.1 Description of the share buyback program under Article 241-1 et seq. of the general regulation of the
French Financial Markets Authority
The objectives of the share buyback program are as follows: — honor the Company’s obligations related to stock option
programs or other share grants to the Company’s executive
— reduce the Company’s capital through the cancellation of shares;
directors or to employees of the Company or a Group subsidiary;
— honor the Company’s obligations related to securities convertible and
or exchangeable into Company shares;
— stimulate the secondary market or the liquidity of the TOTAL
share under a liquidity agreement.
Share buybacks
“Upon presentation of the report by the Board of Directors and The purpose of this share buyback program is to reduce the
information appearing in the description of the program prepared number of outstanding shares of the Company or to allow it to
pursuant to Articles 241-1 et seq. of the General Regulation fulfill its engagements in connection with:
(règlement général) of the French Financial Markets Authority
— convertible or exchangeable securities that may give holders
(Autorité des marchés financiers, AMF), and voting under the
rights to receive shares of the Company upon conversion or
conditions of quorum and majority required for Ordinary General
exchange; and / or
Meetings, the shareholders hereby authorize the Board of
Directors, with the possibility to sub-delegate such authority under — share purchase option plans, employee shareholding plans,
the terms provided for by French law, pursuant to the provisions Company Savings Plans or other share allocation programs
of Article L. 225-209 of the French Commercial Code and of for executive directors or employees of the Company or Group
Regulation (EU) N°596/2014 of April 16, 2014, on market abuse companies.
and of the General Regulation of the AMF, to buy or sell shares of
The purpose of buybacks may also be the implementation of the
the Company within the framework of a share buyback program.
market practice accepted by the French Financial Markets
The purchase, sale or transfer of such shares may be transacted Authority (Autorité des marchés financiers), i.e., support the
by any means on regulated markets, multilateral trading facilities secondary market or the liquidity of TOTAL shares by an
or over the counter, including the purchase or sale by block-trades, investment services provider by means of a liquidity agreement
in accordance with the regulations of the relevant market compliant with the deontology charter recognized by the French
authorities. Such transactions may include the use of any financial Financial Markets Authority (Autorité des marchés financiers).
derivative instrument traded on regulated markets, multilateral
This program may also be used by the Company to trade in its
trading facilities or over the counter, and implementing option
own shares, either on or off the market, for any other purpose
strategies.
that is authorized under the applicable law or any other permitted
These transactions may be carried out at any time, in accordance market practice that may be authorized at the date of the
with the applicable rules and regulations at the date of the operations under consideration. In case of transactions other than
operations under consideration, except during any public offering the above-mentioned intended purposes, the Company will inform
periods applying to the Company’s share capital. its shareholders in a press release.
The maximum purchase price is set at €80 per share. According to the intended purposes, the treasury shares that are
acquired by the Company through this program may, in particular,
In the case of a share capital increase by incorporation of reserves
be:
or free share grants and in the case of a stock-split or a
reverse-stock-split, this maximum price shall be adjusted by — canceled, up to the maximum legal limit of 10% of the total
applying the ratio of the number of shares outstanding before the number of shares composing the capital on the date of the
transaction to the number of shares outstanding after the operation, per each 24-month period;
transaction.
— granted for no consideration to the employees and to the
Pursuant to the provisions of Article L. 225-209 of the French executive directors of the Company or of other companies of
Commercial Code, the maximum number of shares that may be the Group;
bought back under this authorization may not exceed 10% of the
— delivered to the beneficiaries of the Company’s shares
total number of shares composing the capital as of the date on
purchase options having exercised such options;
which this authorization is used. This limit of 10% is applicable to
the share capital of the Company which may be adjusted from — sold to employees, either directly or through the intermediary
time to time as a result of transactions after the date of the present of Company savings funds;
Meeting. Purchases made by the Company may under no
— delivered to the holders of securities that grant such rights to
circumstances result in the Company holding more than 10% of
receive such shares, either through redemption, conversion,
the share capital, either directly or indirectly through subsidiaries.
exchange, presentation of a warrant or in any other manner;
As of December 31, 2018, out of the 2,640,602,007 shares and
outstanding, the Company held 32,473,281 shares directly. Under
— used in any other way consistent with the purposes stated in
these circumstances, the maximum number of shares that the
this resolution.
Company could buy back is 231,586,919 shares and the
maximum amount that the Company may spend to acquire such While they are bought back and held by the Company, such
shares is €18,526,953,520.00 (excluding acquisition fees). shares will be deprived of voting rights and dividend rights.
This authorization is granted for an 18-month period from the date
of this Meeting. It renders ineffective, up to the unused portion,
any previous authorization having the same purpose.
The Board of Directors is hereby granted full authority, with the
right to sub-delegate such authority, to undertake all actions
authorized by this resolution.”
Shareholders 6
6.3.3.3 Conditions Conditions for buybacks
Such shares may be bought back by any means on regulated
Maximum share capital to be purchased and maximum funds
markets, multilateral trading facilities or over the counter, including
allocated to the transaction
through the purchase or sale of blocks of shares, under the conditions
The maximum number of shares that may be purchased under authorized by the relevant market authorities. These means include
the authorization provided by the Annual Shareholders’ Meeting on the use of any financial derivative instrument traded on a regulated
June 1, 2018, may not exceed 10% of the total number of shares market or over the counter and the implementation of option
composing the capital, with this limit applying to an amount of the strategies, with the Company taking measures, however, to avoid
Company’s share capital that will be adjusted, if necessary, to include increasing the volatility of its stock. The portion of the program carried
transactions affecting the share capital subsequent to this Meeting. out through the purchase of blocks of shares will not be subject to
Purchases made by the Company may under no circumstances quota allocation, up to the limit set by this resolution. These
result in the Company holding more than 10% of the share capital, transactions may be carried out at any time, in accordance with the
either directly or indirectly through subsidiaries. applicable rules and regulations, except during any public offering
periods applying to the Company’s share capital.
Before any share cancellation under the authorization granted by
the Annual Shareholders’ Meeting on June 1, 2018, based on
Duration and schedule of the share buyback program
the number of shares outstanding as of December 31, 2018
(2,640,602,007 shares), and given the 32,473,281 shares held by In accordance with the fourth resolution, which will be submitted to
the Company as of December 31, 2018, i.e., 1.23% of the share the Annual Shareholders’ Meeting on May 29, 2019, the share buyback
capital, the maximum number of shares that may be purchased program may be implemented over an 18-month period following
would be 231,586,919, representing a theoretical maximum the date of this Meeting, i.e. until November 28, 2020.
investment of €18,526,953,520 (excluding acquisition fees) based
on the maximum purchase price of €80. Transactions carried out under the previous program
Transactions carried out under the previous program are listed in the
special report of the Board of Directors on share buybacks (refer to
point 6.3.2 of this chapter).
6.4 Shareholders
6.4.1 Major shareholders
% of
6
theoretical
% of share % of voting voting % of share % of voting % of share % of voting
As of December 31 capital rights rights (a) capital rights capital rights
BlackRock, Inc. (b) 6.1 5.3 5.2 6.3 5.5 5.6 4.9
Group employees (c) 4.8 8.4 8.3 5.0 8.8 4.8 8.6
of which FCPE Total
Actionnariat France 3.4 6.2 6.1 3.5 6.4 3.5 6.4
Other shareholders 89.1 86.3 86.5 88.7 85.7 89.6 86.5
of which holders of ADRs (d) 8.1 7.7 7.6 7.9 7.4 9.1 8.6
(a) Pursuant to Article 223-11 of the AMF General Regulation, the number of theoretical voting rights is calculated on the basis of all outstanding shares to which voting rights are attached,
including treasury shares that are deprived of voting rights.
(b) Information taken from Schedule 13G/A filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 22, 2019, in which BlackRock declared a holding of 160,322,277 shares of the
Company as of December 31, 2018 (i.e., 6.1% of the Company’s share capital). BlackRock stated that it has the exclusive right to dispose of its holding and of 145,945,842 voting rights
(i.e., 5.3% of the Company’s voting rights). In addition, BlackRock stated that it does not have any joint voting rights or joint right to dispose of these shares.
(c) A director representing the employees and a director representing employee shareholders sit on the Board of Directors of TOTAL S.A. On the basis of the definition of employee shareholding
set forth in Article L. 225-102 of the French Commercial Code. Amundi, the Holding company of Amundi Asset Management, which in turn manages the Total Actionnariat France
collective investment fund (see below), filed a Schedule 13G/A with the SEC on February 21, 2019, declaring a holding of 204,860,269 shares of the Company as of December 31, 2018
(i.e., 7.8% of the Company’s share capital). Amundi stated that it does not have any exclusive voting rights or exclusive right to dispose of these shares and that it has joint voting rights
on 45,556,546 of these shares (i.e., 1.6% of the Company’s share capital) and a joint right to dispose of all of these shares.
(d) Including all of the American Depositary Shares represented by ADR admitted to trading on the NYSE.
(1) Major shareholders are defined herein as shareholders whose interest exceeds 5% of the share capital or voting rights.
Shareholders
The percentage of the holdings of the major shareholders as of 6.4.1.2 Holdings above the legal thresholds
December 31, 2018 was calculated based on a share capital divided
In accordance with Article L. 233-13 of the French Commercial Code,
into 2,640,602,007 shares, representing 2,766,134,802 voting rights
to TOTAL’s knowledge, two known shareholders hold 5% or more of
exercisable at Shareholders’ Meetings, or 2,798,608,083 theoretical
TOTAL’s share capital or voting rights at year-end 2018:
voting rights including 32,473,281 voting rights attached to the
32,473,281 TOTAL shares held by TOTAL S.A. that are deprived of — the Total Actionnariat France collective investment fund held, as
voting rights. of December 31, 2018, 3.4% of the share capital representing
6.2% of the voting rights exercisable at Shareholders’ Meetings
For fiscal years 2017 and 2016, the holdings of the major shareholders
and 6.1% of the theoretical voting rights;
were calculated on the basis of respectively 2,528,989,616 shares
to which 2,678,015,444 voting rights exercisable at Shareholders’ — BlackRock held, as of December 31, 2018, 6.1% of the share
Meetings were attached as of December 31, 2017, and capital representing 5.3% of the voting rights exercisable at
2,430,365,862 shares to which 2,572,363,626 voting rights exercisable Shareholders’ Meetings and 5.2% of the theoretical voting rights.
at Shareholders’ Meetings were attached as of December 31, 2016.
218C1989 12/12/2018 JP Morgan 138,085,347 5.23% 4.98% Crossed upward 2,640,602,007 2,770,811,788
Chase & Co. the 5% threshold
in the
Company’s
voting rights
218C2026 12/18/2018 JP Morgan 50,231,045 1.90% 1.81% Crossed downward 2,640,602,007 2,770,811,788
Chase & Co. the 5% threshold
in the
Company’s
voting rights
6.4.1.4 Threshold notifications required by the Any individual or legal entity is also required to notify the Company in
bylaws due form and within the time limits stated above when their direct or
indirect holdings fall below each of the aforementioned thresholds.
In addition to the legal obligation to inform the Company and the
French Financial Markets Authority when the number of shares (or Notifications must be sent to the Senior Vice President of Investor
securities similar to shares or voting rights pursuant to Article Relations in London (contact details in point 6.6.6 of this chapter).
L. 233-9 of the French Commercial Code) held represents more than
5%, 10%, 15%, 20%, 25%, 30%, one third, 50%, two thirds, 90% 6.4.1.5 Temporary transfer of securities
or 95% of the share capital or theoretical voting rights, such
Pursuant to legal provisions, any legal entity or individual (with the
information being made at the latest on the close of the fourth trading
exception of those described in paragraph IV-3 of Article L. 233-7 of
day after the threshold is exceeded (Article L. 233-7 of the French
the French Commercial Code) holding alone or in concert a number
Commercial Code and Article 223-14 of the AMF General Regulation),
of shares representing more than two hundredth of the Company’s
any individual or legal entity who directly or indirectly comes to hold a
voting rights pursuant to one or more temporary transfers or similar
percentage of the share capital, voting rights or rights giving future
operations as described in Article L. 225-126 of the aforementioned
access to the Company’s share capital that is equal to or greater
Code is required to notify the Company and the AMF of the number
than 1%, or a multiple of this percentage, is required to notify the
of shares temporarily owned no later than the second business day
Company, within 15 days of the date on which each of the above
preceding the Shareholders’ Meeting at midnight (Paris time).
thresholds is exceeded, by registered mail with return receipt
requested, and indicate the number of shares held. Notifications must be e-mailed to the Company at the following
address: [email protected]
In case the shares above these thresholds are not declared, any
shares held in excess of the threshold that should have been declared If no notification is sent, any shares acquired under any of the above
will be deprived of voting rights at Shareholders’ Meetings if, at a temporary transfer operations will be deprived of voting rights at the
Shareholders’ Meeting, the failure to make a declaration is relevant Shareholders’ Meeting and at any Shareholders’ Meeting
acknowledged and if one or more shareholders holding collectively that may be held until such shares are transferred again or returned.
at least 3% of the Company’s share capital or voting rights so request
at that Meeting. 6.4.1.6 Shareholders’ agreements
TOTAL S.A. is not aware of any agreements among its shareholders.
Shareholders 6
6.4.2 Employee shareholding
Based on the definition of employee shareholding set forth in Article L. 225-102 of the French Commercial Code, the Group’s employees held
126,355,179 TOTAL shares, representing 4.8% of the Company’s share capital and 8.4% of the voting rights as of December 31, 2018.
These shares, held directly or indirectly by the Group’s employees as of December 31, 2018, were as follows:
The management of each of the Collective investment funds (FCPEs) These rules and procedures also stipulate a simple majority vote for
mentioned above is controlled by a dedicated Supervisory Board, decisions, except for decisions requiring a qualified majority vote of
two thirds of its members representing holders of fund units and one two-thirds plus one related to a change in a fund’s rules and
third representing the Company. The Supervisory Board is responsible procedures, its conversion or disposal.
for reviewing the Collective investment fund’s management report
For employees holding shares outside of the employee collective
and annual financial statements, as well as the financial, administrative
investment funds mentioned in the table above, voting rights are
and accounting management of the fund, exercising voting rights
exercised individually.
attached to portfolio securities, deciding contributions of securities in
case of a public tender offer, deciding mergers, spin-offs or The information regarding shares held by the administration and
liquidations, and granting its approval prior to changes in the rules management bodies is set forth in point 4.1.6 of chapter 4.
and procedures of the Collective investment fund in the conditions
provided for by the rules and procedures.
The number of individual and institutional TOTAL shareholders is estimated at approximately 450,000.
Investor relations 6
6.6 Investor relations
6.6.1 Documents on display
Information and documents regarding TOTAL S.A., its bylaws and are available on its website total.com (under Investors/Publications
the Company’s Statutory and Consolidated Financial Statements for and regulated information). The Group’s biannual presentations of its
the year ended December 31, 2018, or previous fiscal years, may be results and outlook, as well as the quarterly financial information, are
consulted at its registered office pursuant to the legal and regulatory also available on its website.
provisions in force, as well as on the Company website.
Furthermore, in order to meet its obligations related to the listing of
In addition, the French version of TOTAL S.A.’s Registration its shares in the United States, the Company also files an annual
Documents (including the annual financial reports) and mid-year report on Form 20-F, in English, with the SEC. This report is also
financial reports filed with the French Financial Markets Authority available on the Company website.
(Autorité des marchés financiers) for each of the past 10 financial years
Members of the Group’s General Management and Investor Relations In addition, the Group has a team dedicated to relationships with
regularly meet with institutional investors and financial analysts in the individual shareholders. This department, which is ISO 9001 certified,
leading financial centers throughout the world. In 2018, the Group offers a comprehensive communication package, featuring:
organized more than 1,000 meetings.
— a direct line, e-mail address, and postal address (refer to point
Each year, two main presentations are given to the financial 6.6.6 of this chapter);
community: one in February following the publication of the results
— documentation and material provided for individual shareholders
for the previous fiscal year, and one in September to present the
(e.g., the shareholders’ newsletter, individual shareholders pages
Group’s outlook and objectives. A series of meetings is held after
available on the Company’s website, and a Total Investors mobile
each of these presentations. In addition, each year the Chief Financial
app for digital tablets and smartphones);
Officer hosts three conference calls to discuss results for the first,
second and third quarters of the year. — shareholder meetings and investor fairs held in France and
worldwide;
The information presented and broadcast at these events is available
on the Group’s website. — the Shareholders’ Club, which organizes visits to industrial
facilities, visits to natural sites and cultural events sponsored by
With a dedicated team, the Group maintains an active dialogue with
the Total Foundation, and conferences about the Group;
shareholders in the field of Corporate Social Responsibility (CSR)
and governance. Around 100 meetings covering these themes were — the Shareholders’ e-Advisory Committee, which expresses its
6
organized in France and worldwide in 2018. views on the communication service as a whole.
This team also organizes the Annual Shareholders’ Meeting, which
was held on June 1, 2018, at the Palais des Congrès in Paris and
attended by nearly 3,000 people.
The documentation on relationships with individual shareholders is
available on the Company’s website total.com (under Investors/
Individual shareholders).
TOTAL shares can be held in bearer form or registered form. In the Main advantages of registered shares
latter case, shareholders are identified by TOTAL S.A., in its capacity
The advantages of registered shares include:
as the issuer, or by its agent, BNP Paribas Securities Services, which
is responsible for keeping the register of shareholders’ registered shares. — double voting rights if the shares are held continuously for more
than two successive years (refer to point 7.2.4.1 of chapter 7);
Registered shares
— a number for all contacts with BNP Paribas Securities Services
There are two forms of registration: (a toll-free call within France from a landline): 0 800 117 000 or
+33 1 40 14 80 61 (from outside France); from Monday to Friday
— administered registered shares: shares are registered with TOTAL
(business days), from 8:45 a.m. to 6:00 p.m., GMT+1;
through BNP Paribas Securities Services, but the holder’s financial
intermediary continues to administer them (sales, purchases, — registration as a recipient of all information published by the
coupons, etc.); Group for its shareholders;
— pure registered shares: TOTAL holds and directly administers — the ability to join the TOTAL Shareholders’ Club by holding at
shares on behalf of the holder through BNP Paribas Securities least 50 shares.
Services (sales, purchases, coupons, Shareholders’ Meeting
notices, etc.), so that the shareholder does not need to appoint
a financial intermediary.
Investor relations
The advantages of pure registered shares, in addition to those of — the option to view and manage shareholdings online and via the
administered registered shares, include: Planetshares app for digital tablets.
— no custodial fees; To convert TOTAL shares into pure registered shares, shareholders
must fill out a form that can be obtained upon request from the
— easier placement of market orders (1) (phone, mail, fax, internet);
Individual Shareholder Relations Department and send it to their
— brokerage fees of 0.20% (before tax) of the gross amount of the financial intermediary.
trade, with no minimum charge and up to €1,000 per trade;
(a) Subject to approval at the Annual Shareholders’ Meeting on May 29, 2019.
(b) Subject to the Board of Directors’ decision.
The full calendar including Shareholders’ Meetings and investor fairs is available on the Company’s website total.com (under Investors).
6.6.6 Contacts
(1) Provided the subscriber has signed the market service agreement. Signing this agreement is free of charge.
Share capital
As of December 31, 2018, the share capital amounted to with a nominal value of €2.50 per share. All the shares issued have
€6,601,505,017.50, consisting of 2,640,602,007 (1) ordinary shares, been fully paid up.
There is a single category of shares. A double voting right is granted The shares are registered or in bearer form, at the shareholder’s
under certain conditions (refer to point 7.2.4.1 of this chapter) to every discretion. The shares are in book-entry form and registered in an
shareholder. account.
The potential share capital is made up of the existing share capital to share subscription options that may be exercised at this date. These
which are added the new TOTAL shares that could be issued in the options were awarded on September 14, 2011, under the plan
event of (i) the conversion or reimbursement in shares of all the rights decided by the Board of Directors.
giving access to the share capital, and (ii) the exercise of all the share
The table below shows the theoretical evolution in the share capital
subscription options.
of TOTAL S.A. in view of the maximum potential for the creation of
As of December 31, 2018, the only existing financial instruments likely shares by exercising the 265,230 share subscription options existing
to result in the creation of new TOTAL shares were the 265,230 TOTAL as of December 31, 2018.
(a) The shares created result from the exercise of share subscription options in fiscal year 2015 under the 2008, 2009, 2010 and 2011 share subscription option plans. The issue premiums
corresponding to the creation of these shares under the 2008, 2009, 2010 and 2011 plans respectively amount to €40.40, €37.40, €35.70 and €30.50.
(1) Based on the number of shares composing the share capital as of December 31, 2018 published by the Company in accordance with article 223-16 of the General Regulation of the
French Financial Markets Authority.
Share capital 7
Shares
composing
Shares Nominal Issue/ Share the capital
created/ amount contribution capital after the
Transaction (canceled) of the premium after the transaction
acknowledgment (number of Type of transaction transaction per share transaction (number of
date shares) (share capital increase/reduction) (euros) (euros) (euros) shares)
(a) The shares created result from the exercise of share subscription options in fiscal year 2016 under the 2008, 2009, 2010 and 2011 share subscription option plans.
(b) Only the 9,350,220 shares issued as a result of employee subscriptions as part of the share capital increase included an issue premium. The 181,970 shares created for the matching
contribution, in the form of free shares pursuant to Article L. 3332-21 of the French Labor Code, did not include an issue premium.
Shares
composing
Shares Nominal Issue/ Share the capital
created/ amount contribution capital after the
Transaction (canceled) of the premium after the transaction
acknowledgment (number of Type of transaction transaction per share transaction (number of
date shares) (share capital increase/reduction) (euros) (euros) (euros) shares)
(a) The shares created result from the exercise of share subscription options in fiscal year 2017 under the 2009, 2010 and 2011 share subscription option plans.
(b) Only the 9,174,817 shares issued as a result of employee subscriptions as part of the share capital increase included an issue premium. The 180,072 shares created for the matching
contribution, in the form of free shares pursuant to Article L. 3332-21 of the French Labor Code, did not include an issue premium.
(c) The shares created result from the exercise of share subscription options in fiscal year 2018 under the 2010 and 2011 share subscription option plans.
The Company’s name is TOTAL S.A. LEI (Legal Entity Identifier): 529900S21EQ1BO4ESM68.
TOTAL S.A. is a French limited liability company (société anonyme). EC Registration Number: FR 59 542 051 180.
The headquarters are located at 2, place Jean Millier, La Défense 6,
APE Code (NAF): 111Z until January 7, 2008; 7010Z since January 8,
92400 Courbevoie, France. It is registered in the French trade registry
2008.
in Nanterre under No. 542 051 180 RCS.
The Company’s bylaws are on file with K.L. Associés, Notaries in
The Company’s term was extended for 99 years from March 22,
Paris.
2000, to expire on March 22, 2099, unless dissolved prior to this
date or extended. The telephone number is +33 (0)1 47 44 45 46 and its internet address
is total.com.
Fiscal year: from January 1 to December 31 of each year.
The direct and indirect purpose of the Company is to search for and all activities relating to production and distribution of all forms of
extract mining deposits in all countries, particularly hydrocarbons in energy, as well as the chemicals sector in all of its forms and to the
all forms, and to perform industrial refining, processing and trading in rubber and health sectors. The complete details of the Company’s
said materials as well as their derivatives and by-products, as well as corporate purpose are set forth in Article 3 of the bylaws.
7.2.3.1 Election of directors and term of office 7.2.3.2 Age limit of directors
Directors are elected by the Shareholders’ Meeting for a 3-year term On the closing date of each fiscal year, the number of individual
up to a maximum number of directors authorized by law (currently directors over the age of 70 may not be greater than one third of the
18), subject to the legal provisions that allow the term to be extended directors in office. If this percentage is exceeded, the oldest Board
until the next Ordinary Shareholders’ Meeting called to approve the member is automatically considered to have resigned. The director
financial statements for the previous fiscal year. permanent representative of a legal entity must be under 70 years old.
In addition, one director representing the employee shareholders is
7.2.3.3 Age limit of the Chairman of the Board and
also elected by the Shareholders’ Meeting for a 3-year term from a
the Chief Executive Officer
list of at least two candidates pre-selected by the employee
shareholders under the conditions provided for by the laws, The duties of the Chairman of the Board automatically cease on his
regulations and bylaws in force. However, his or her term shall expire or her 70th birthday at the latest.
automatically once this Director is no longer an employee or a
To hold this office, the Chief Executive Officer must be under the age
shareholder. The Board of Directors may meet and conduct valid
of 67. When the age limit is reached during his or her duties, such
deliberations until the date his or her replacement is named.
duties automatically cease, and the Board of Directors elects a new
Furthermore, a director representing the employees is designated by Chief Executive Officer. However, his or her duties as Chief Executive
the Company’s Central Works Council (1). Where the number of Officer will continue until the date of the Board of Directors’ meeting
directors appointed by the Shareholders’ Meeting is greater than aimed at electing his or her successor. Subject to the age limit
12 (2), a second director representing the employees is designated by specified above, the Chief Executive Officer can always be re-elected.
the Company’s European Works Council. In accordance with
The age limits specified above are stipulated in the Company’s
applicable legal provisions, the director elected by the Central Works
bylaws. They were approved by the Annual Shareholders’ Meeting
Council must have held an employment contract with the Company
held on May 16, 2014.
or one of its direct or indirect subsidiaries, whose registered office is
based in mainland France, for at least two years prior to appointment.
7.2.3.4 Minimum interest in the Company held by
The second director elected by the European Works Council must
directors
have held an employment contract with the Company or one of its
direct or indirect subsidiaries for at least two years prior to Each director (other than the director representing the employee
appointment. The term of office for a director representing the shareholders or the director representing the employees) must own
employees is three years. However, the term of office ends following at least 1,000 shares during his or her term of office. If, however, any
the Ordinary Shareholders’ Meeting called to approve the financial director ceases to own the required number of shares, they may
statements for the last fiscal year and held in the year during which adjust their position subject to the conditions set by law. The director
the said director’s term of office expires. representing employee shareholders must hold, during his or her
term of office, either individually or through a Company Savings Plan
(1) The Company’s Central Works Council was replaced by the Central Social and Economic Committee (CSEC) in December 2018.
(2) Neither the director representing employee shareholders, elected by the Annual Shareholders’ Meeting, nor the director(s) representing employees are taken into consideration when
calculating the 12-member threshold, which is assessed on the date on which the employee director(s) is/are elected.
In addition to the right to vote, each share entitles the holder to a tender offer under which the acquisition of at least two thirds of the
portion of the corporate assets, distributions of profits and liquidation overall number of shares of the Company was made possible, and
dividend that is proportional to the number of shares issued, subject not solely to the first meeting following that public tender offer.
to the laws and regulations in force, as well as the bylaws.
Since in such circumstances the limitation no longer applies, such
With the exception of double voting rights, no privilege is attached to limitation on voting rights cannot prevent or delay any takeover of the
a specific class of shares or to a specific class of shareholders. Company, except in case of a public tender offer where the bidder
does not acquire at least two thirds of the Company’s shares.
7.2.4.1 Double voting rights
7.2.4.3 Fractional rights
Double voting rights, in relation to the portion of share capital they
represent, are granted to all fully paid-up registered shares held Whenever it is necessary to own several shares in order to exercise a
continuously in the name of the same shareholder for at least two right, a number of shares less than the number required does not
years (1), and to additional registered shares allotted to a shareholder give the owners any right with respect to the Company; in such
in connection with a share capital increase by capitalization of case, the shareholders are responsible for aggregating the required
reserves, profits or premiums on the basis of the existing shares number of shares.
which entitle the shareholder to a double voting right.
7.2.4.4 Statutory allocation of profits
7.2.4.2 Limitation of voting rights
The Company may distribute dividends under the conditions provided
Article 18 of the Company’s bylaws provides that at Shareholders’ for by the French Commercial Code and the Company’s bylaws.
Meetings, no shareholder may cast, by himself or through his agent,
The net profit for the period is equal to the net income minus general
on the basis of the single voting rights attached to the shares he
expenses and other personnel expenses, all amortization and
holds directly or indirectly and the shares for which he holds powers,
depreciation of the assets, as well as all provisions for commercial
more than 10% of the total number of voting rights attached to the
and industrial contingencies.
Company’s shares. In the case of double voting rights, by himself or
through his agent, this limit may be exceeded, taking only the resulting From this profit, minus prior losses, if any, the following items are 7
additional voting rights into account, provided that the total voting deducted in the order indicated:
rights that he exercises do not exceed 20% of the total voting rights
— 5% to constitute the legal reserve fund, until said fund reaches
associated with the shares in the Company.
10% of the share capital;
Additionally, Article 18 of the bylaws also provides that the limitation
— the amounts set by the Shareholders’ Meeting in order to fund
on voting rights no longer applies, absent any decision of the
reserves for which it determines the allocation or use; and
Shareholders’ Meeting, if an individual or a legal entity acting solely
or together with one or more individuals or entities acquires at least — the amounts that the Shareholders’ Meeting decides to retain.
two thirds of the Company’s shares following a public tender offer for
The remainder is paid to the shareholders as dividends.
all the Company’s shares. In that case, the Board of Directors
acknowledges that the limitation no longer applies and carries out The Board of Directors may pay interim dividends.
the necessary procedure to modify the Company’s bylaws
The Shareholders’ Meeting held to approve the financial statements
accordingly.
for the fiscal year may decide to grant shareholders an option, for all
Once acknowledged, the fact that the limitation no longer applies is or part of the dividend or interim dividends, between payment of the
final and applies to all Shareholders’ Meetings following the public dividend in cash or in shares.
(1) This term is not interrupted and the right acquired is retained in case of a conversion of bearer to bearer pursuant to intestate or testamentary succession, share of community property
between spouses or donation to the spouse or relatives entitled to inherit (Article 18 § 6 of the bylaws).
The Shareholders’ Meeting may decide at any time, but only based Dividends that have not been claimed at the end of a 5-year period
on a proposal by the Board of Directors, to make a full or partial are forfeited to the French State.
distribution of the amounts in the reserve accounts, either in cash or
in Company shares.
Any amendment to the bylaws must be approved or authorized by required by the laws and regulations governing Extraordinary
the Shareholders’ Meeting voting with the quorum and majority Shareholders’ Meetings.
In accordance with Article 9 of its bylaws, TOTAL S.A. is authorized, of securities that grant immediate or future voting rights at the
to the extent permitted under applicable law, to identify the holders Company’s Shareholders’ Meetings.
Any individual or entity who directly or indirectly acquires a percentage voting rights at Shareholders’ Meetings if, at a Shareholders’ Meeting,
of the share capital, voting rights or rights giving future access to the the failure to make a declaration is acknowledged and if one or more
share capital of the Company that is equal to or greater than 1%, or shareholders holding collectively at least 3% of the Company’s share
a multiple of this percentage, is required to notify the Company within capital or voting rights so request at that meeting.
15 days as from the crossing of each threshold, by registered mail with
All individuals and entities are also required to notify the Company, in
return receipt requested, and declare the number of securities held.
due form and within the time limits stated above, when their direct or
In case the shares above these thresholds are not declared, as indirect holdings fall below each of the thresholds mentioned in the
specified in the preceding paragraph, any shares held in excess of, first paragraph.
the threshold that should have been declared will be deprived of
The Company’s share capital may be changed only under the The French Commercial Code stipulates that shareholders hold, in
conditions stipulated by the legal and regulatory provisions in force. proportion to their number of shares, a preemptive subscription right
No provision of the bylaws, charter, or internal regulations provide for to shares issued for cash to increase the share capital. The
more stringent conditions than the law governing changes in the Extraordinary Shareholders’ Meeting can decide, under the conditions
Company’s share capital. provided for by law, to remove this preemptive subscription right.
ASSETS
As of December 31, (M$) 2018 2017 2016
Non-current assets
Intangible assets, net (Notes 4 & 7) 28,922 14,587 15,362
Property, plant and equipment, net (Notes 4 & 7) 113,324 109,397 111,971
Equity affiliates: investments and loans (Note 8) 23,444 22,103 20,576
Other investments (Note 8) 1,421 1,727 1,133
Non-current financial assets (Note 15) 680 679 908
Deferred income taxes (Note 11) 6,663 5,206 4,368
Other non-current assets (Note 6) 2,509 3,984 4,143
TOTAL NON-CURRENT ASSETS 176,963 157,683 158,461
Current assets
Inventories, net (Note 5) 14,880 16,520 15,247
Accounts receivable, net (Note 5) 17,270 14,893 12,213
Other current assets (Note 5) 14,724 14,210 14,835
Current financial assets (Note 15) 3,654 3,393 4,548
Cash and cash equivalents (Note 15) 27,907 33,185 24,597
Assets classified as held for sale (Note 2) 1,364 2,747 1,077
TOTAL CURRENT ASSETS 79,799 84,948 72,517
TOTAL ASSETS 256,762 242,631 230,978
Shareholders’ equity
Common shares 8,227 7,882 7,604
Paid-in surplus and retained earnings 120,569 112,040 105,547
Currency translation adjustment (11,313) (7,908) (13,871)
Treasury shares (1,843) (458) (600)
TOTAL SHAREHOLDERS’ EQUITY – GROUP SHARE (Note 9) 115,640 111,556 98,680
Non-controlling interests 2,474 2,481 2,894
TOTAL SHAREHOLDERS’ EQUITY 118,114 114,037 101,574
Non-current liabilities
Deferred income taxes (Note 11) 11,490 10,828 11,060
Employee benefits (Note 10) 3,363 3,735 3,746
Provisions and other non-current liabilities (Note 12) 21,432 15,986 16,846
Non-current financial debt (Note 15) 40,129 41,340 43,067
TOTAL NON-CURRENT LIABILITIES 76,414 71,889 74,719
Current liabilities
Accounts payable 26,134 26,479 23,227
Other creditors and accrued liabilities (Note 5) 22,246 17,779 16,720
Current borrowings (Note 15) 13,306 11,096 13,920
Other current financial liabilities (Note 15) 478 245 327
Liabilities directly associated with the assets classified as held for sale (Note 2) 70 1,106 491
TOTAL CURRENT LIABILITIES 62,234 56,705 54,685
TOTAL LIABILITIES & SHAREHOLDERS’ EQUITY 256,762 242,631 230,978
Dividends paid:
– Parent company shareholders (4,913) (2,643) (2,661)
– Non-controlling interests (97) (141) (93)
Issuance of perpetual subordinated notes (Note 9) - - 4,711
Payments on perpetual subordinated notes (Note 9) (325) (276) (133)
Other transactions with non-controlling interests (622) (4) (104)
Net issuance (repayment) of non-current debt (Note 15) 649 2,277 3,576
Increase (decrease) in current borrowings (3,990) (7,175) (3,260) 8
Increase (decrease) in current financial assets and liabilities (797) 1,903 1,396
CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES (13,925) (5,540) 3,532
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (4,168) 5,147 2,400
Effect of exchange rates (1,110) 3,441 (1,072)
Cash and cash equivalents at the beginning of the period 33,185 24,597 23,269
CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD (Note 15) 27,907 33,185 24,597
AS OF JANUARY 1, 2016 2,440,057,883 7,670 101,528 (12,119) (113,967,758) (4,585) 92,494 2,915 95,409
Net income 2016 - - 6,196 - - - 6,196 10 6,206
Other comprehensive income - - (108) (1,752) - - (1,860) 1 (1,859)
Comprehensive income - - 6,088 (1,752) - - 4,336 11 4,347
Dividend - - (6,512) - - - (6,512) (93) (6,605)
Issuance of common shares 90,639,247 251 3,553 - - - 3,804 - 3,804
Purchase of treasury shares - - - - - - - - -
Sale of treasury shares (a) - - (163) - 3,048,668 163 - - -
Share-based payments - - 112 - - - 112 - 112
Share cancellation (100,331,268) (317) (3,505) - 100,331,268 3,822 - - -
Issuance of perpetual
subordinated notes - - 4,711 - - - 4,711 - 4,711
Payments on perpetual
subordinated notes - - (203) - - - (203) - (203)
Other operations with
non-controlling interests - - (98) - - - (98) (43) (141)
Other items - - 36 - - - 36 104 140
AS OF DECEMBER 31, 2016 2,430,365,862 7,604 105,547 (13,871) (10,587,822) (600) 98,680 2,894 101,574
Net income 2017 - - 8,631 - - - 8,631 (332) 8,299
Other comprehensive income - - 718 5,963 - - 6,681 44 6,725
Comprehensive income - - 9,349 5,963 - - 15,312 (288) 15,024
Dividend - - (6,992) - - - (6,992) (141) (7,133)
Issuance of common shares 98,623,754 278 4,431 - - - 4,709 - 4,709
Purchase of treasury shares - - - - - - - - -
Sale of treasury shares (a) - - (142) - 2,211,066 142 - - -
Share-based payments - - 151 - - - 151 - 151
Share cancellation - - - - - - - - -
Issuance of perpetual
subordinated notes - - - - - - - - -
Payments on perpetual
subordinated notes - - (302) - - - (302) - (302)
Other operations with
non-controlling interests - - (8) - - - (8) 4 (4)
Other items - - 6 - - - 6 12 18
AS OF DECEMBER 31, 2017 2,528,989,616 7,882 112,040 (7,908) (8,376,756) (458) 111,556 2,481 114,037
Net income 2018 - - 11,446 - - - 11,446 104 11,550
Other comprehensive income - - (20) (3,405) - - (3,425) (69) (3,494)
Comprehensive income - - 11,426 (3,405) - - 8,021 35 8,056
Dividend - - (7,881) - - - (7,881) (97) (7,978)
Issuance of common shares 156,203,090 476 8,366 - - - 8,842 - 8,842
Purchase of treasury shares - - - - (72,766,481) (4,328) (4,328) - (4,328)
Sale of treasury shares (a) - - (240) - 4,079,257 240 - - -
Share-based payments - - 294 - - - 294 - 294
Share cancellation (44,590,699) (131) (2,572) - 44,590,699 2,703 - - -
Issuance of perpetual
subordinated notes - - - - - - - - -
Payments on perpetual
subordinated notes - - (315) - - - (315) - (315)
Other operations with
non-controlling interests - - (517) - - - (517) (99) (616)
Other items - - (32) - - - (32) 154 122
AS OF DECEMBER 31, 2018 2,640,602,007 8,227 120,569 (11,313) (32,473,281) (1,843) 115,640 2,474 118,114
NOTE 14 Financial assets and liabilities analysis per instrument class and strategy 317
The Consolidated Financial Statements of TOTAL S.A. and its This new standard did not lead to any substantial change in the
subsidiaries (the Group) are presented in U.S. dollars and have been accounting principles applied by the Group.
prepared on the basis of IFRS (International Financial Reporting
This standard has three components: classification and measurement
Standards) as adopted by the European Union and IFRS as issued
of financial instruments, impairment of financial assets, and hedging
by the IASB (International Accounting Standard Board) as of
transactions except macro hedging.
December 31, 2018.
The main changes induced by each component are the following:
The accounting principles applied for the Consolidated Financial
Statements at December 31, 2018, were the same as those that were — the application of the “Classification and valuation of financial
used for the financial statements at December 31, 2017, with the instruments” component led the Group to create a new non-
exception of those texts or amendments that must be applied for recyclable component in its comprehensive income to record,
periods beginning January 1, 2018. from January 1, 2018, changes in the fair value of investments in
equity instruments previously classified as “Available-for-sale
First-time application of IFRS 15 “Revenue from financial assets “under IAS 39.
Contracts with Customers”
Moreover the Group has reviewed the equity instruments
The Group applied IFRS 15 as of January 1, 2018, without restating classification as stated in Note 8.2 to the Consolidated Financial
comparative information from past periods. Statements;
The cumulative effect of the first application of the standard, — the application of the “Impairment of financial assets” component
recognized in equity as at January 1, 2018, is non-material. has changed the Group’s accounting for impairment losses for
financial assets. IAS 39’s incurred loss approach has been
This new standard did not lead to any substantial change in the
replaced by a forward-looking expected credit loss (ECL)
accounting principles applied by the Group.
approach. For trade receivables, the Group assessed the expected
Main issues analysed by the Group in order to evaluate the impacts losses based on loss rates historically recorded. This analyze
of the standard are related to take or pay, incoterms, excise duties, had no significant impact for the Group on January 1, 2018;
principal vs agent considerations and variable price adjustment clause.
— the application of the “Hedging transactions” component led the
Group to retrospectively recognize in a separate component of
First time application of IFRS 9 “Financial Instruments”
the comprehensive income the variation of foreign currency basis
The Group applied IFRS 9 as of January 1, 2018 without restating spread identified in the hedging relationships qualifying as a fair
comparative information from past periods. The cumulative effect of value hedge.
the first application of the standard, recognized in equity as at
The application of the provisions of IFRS 9 “Financial Instruments”
January 1, 2018, is non-material.
has no significant effect on the Group’s balance sheet, income
statement and consolidated equity as of December 31, 2018.
The preparation of financial statements in accordance with IFRS Proved oil and gas reserves are those quantities of oil and gas, which,
for the closing as of December 31, 2018 requires the Executive by analysis of geosciences and engineering data, can be determined
Management to make estimates, assumptions and judgments that with reasonable certainty to be recoverable (from a given date forward,
affect the information reported in the Consolidated Financial Statements from known reservoirs, and under existing economic conditions,
and the notes thereto. operating methods, and government regulations), prior to the time at
which contracts providing the rights to operate expire, unless evidence
These estimates, assumptions and judgments are based on historical
indicates that renewal is reasonably certain, regardless of whether
experience and other factors believed to be reasonable at the date
deterministic or probabilistic methods are used for the estimation.
of preparation of the financial statements. They are reviewed on an
on-going basis by management and therefore could be revised as Proved oil and gas reserves are calculated using a 12-month average
circumstances change or as a result of new information. price determined as the unweighted arithmetic average of the
first-day-of-the-month price for each month of the relevant year
Different estimates, assumptions and judgments could significantly
unless prices are defined by contractual arrangements, excluding
affect the information reported, and actual results may differ from
escalations based upon future conditions. The Group reassesses its
the amounts included in the Consolidated Financial Statements and
oil and gas reserves at least once a year on all its properties.
the notes thereto.
The Successful Efforts method and the mineral interests and property
The following summary provides further information about the key
and equipment of exploration and production are presented in Note 7
estimates, assumptions and judgments that are involved in preparing,
“Intangible and tangible assets”.
the Consolidated Financial Statements and the notes thereto. It should
be read in conjunction with the sections of the notes mentioned in
Impairment of assets
the summary.
As part of the determination of the recoverable value of assets for
Estimation of hydrocarbon reserves impairment (IAS36), the estimates, assumptions and judgments mainly
concern hydrocarbon prices scenarios, operating costs, production
The estimation of oil and gas reserves is a key factor in the Successful
volumes and oil and gas proved reserves, refining margins and
Efforts method used by the Group to account for its oil and gas
product marketing conditions (mainly petroleum, petrochemical and
activities.
chemical products as well as solar industry products). The estimates
The Group’s oil and gas reserves are estimated by the Group’s and assumptions used by the Executive Management are determined
petroleum engineers in accordance with industry standards and SEC in specialized internal departments in light of economic conditions
(U.S. Securities and Exchange Commission) regulations. and external expert analysis. The discount rate is reviewed annually.
Asset impairment and the method applied are described in Note 3
“Business segment information”.
Furthermore, when the accounting treatment of a specific transaction policies that provide information consistent with the general IFRS
is not addressed by any accounting standard or interpretation, the concepts: faithful representation, relevance and materiality.
management applies its judgment to define and apply accounting
1.1 Accounting policies The value of the purchase price is finalized up to a maximum of one
year from the acquisition date.
A) Principles of consolidation
The acquirer shall recognize goodwill at the acquisition date, being
Entities that are directly controlled by the parent company or indirectly the excess of:
controlled by other consolidated entities are fully consolidated.
— the consideration transferred, the amount of non-controlling
Investments in joint ventures are consolidated under the equity interests and, in business combinations achieved in stages, the
method. The Group accounts for joint operations by recognizing its fair value at the acquisition date of the investment previously
share of assets, liabilities, income and expenses. held in the acquired company;
Investments in associates, in which the Group has significant influence, — over the fair value at the acquisition date of acquired identifiable
are accounted for by the equity method. Significant influence is assets and assumed liabilities.
presumed when the Group holds, directly or indirectly (e.g., through
subsidiaries), 20% or more of the voting rights. Companies in which
If the consideration transferred is lower than the fair value of acquired 8
identifiable assets and assumed liabilities, an additional analysis
ownership interest is less than 20%, but over which the Company is
is performed on the identification and valuation of the identifiable
deemed to exercise significant influence, are also accounted for by
elements of the assets and liabilities. After having completed such
the equity method.
additional analysis, any badwill is recorded as income.
All internal balances, transactions and income are eliminated.
Non-controlling interests are measured either at their proportionate
share in the net assets of the acquired company or at fair value.
B) Business combinations
In transactions with non-controlling interests, the difference between
Business combinations are accounted for using the acquisition
the price paid (received) and the book value of non-controlling
method. This method requires the recognition of the acquired
interests acquired (sold) is recognized directly in equity.
identifiable assets and assumed liabilities of the companies acquired
by the Group at their fair value.
— On March 15, 2018, TOTAL finalized the sale to Statoil of all of Intangible assets 1,054
its interests in the Martin Linge field (51%) and the discovery
Tangible assets 1,509
of Garantiana (40%) on the Norwegian Continental Shelf.
Other assets and liabilities (126)
— On March 18, 2018, TOTAL was granted participating interests
in two Offshore Concessions on Umm Shaif & Nasr (20%) and Net debt (487)
Lower Zakum (5%) in Abu Dhabi.
Fair value of consideration transferred 1,950
— On April 11, 2018, TOTAL acquired several assets located in
the Gulf of Mexico as part of the Cobalt International Energy
Marathon Oil Libya Limited
Company’s bankruptcy auction sale.
On March 1, 2018, TOTAL finalized the acquisition of Marathon Oil
Marketing & Services Libya Limited which holds a 16.33% stake in the Waha Concessions
in Libya. The acquisition cost amounts to $451 million.
— In January, 2018, the sale of the joint venture TotalErg (Erg 51%,
TOTAL 49%) to the Italian company API was finalized. In the balance sheet as of December 31, 2018, the fair value of
identifiable acquired assets, liabilities and contingent liabilities
— On November 22, 2018, TOTAL has entered into an agreement
amounts to $451 million.
with Brazilian company Grupo Zema to acquire its fuel distribution
company Zema Petróleo, its reseller and retailer arm Zema Diesel The purchase price allocation is shown below:
as well as its importation company Zema Importacao.
(M$) At the acquisition date
In the balance sheet as of December 31, 2018, the fair value of Engie’s Upstream LNG Business
identifiable acquired assets, liabilities and contingent liabilities amounts
On July 13, 2018, the Group acquired 100% shares of Global LNG,
to $3,099 million.
a company which holds Engie’s portfolio of upstream liquefied natural
The Group recognized a $2,642 million goodwill. It reflects the value gas (LNG) assets for a purchase price of $1,269 million, plus an
of expected synergies. This goodwill was allocated to the additional purchase price of $550 million estimated at the acquisition
Exploration & Production segment. date. TOTAL recorded a preliminary goodwill for an amount of
$2,791 million. It reflects the value created for TOTAL of the size
The purchase price allocation is shown below:
change and acquired flexibility in the GNL growing market. Being
(M$) At the acquisition date provisional this goodwill has not yet been allocated to a Cash-
Generated Unit (CGU).
Goodwill 2,642
The purchase price allocation is shown below:
Intangible assets 4,166
(M$) At the acquisition date
Tangible assets 3,983
Goodwill 2,791
Other assets and liabilities (3,126)
Intangible assets 7
Including provision for site restitution (2,003)
Tangible assets 163
Including deferred tax (657)
Other assets and liabilities (1,007)
Net debt (1,924)
Net debt (135)
Fair value of consideration transferred 5,741
Fair value of consideration transferred 1,819
Gas, Renewables & Power
Direct Énergie 2.3 Divestment projects
On July 6, 2018, TOTAL acquired a 73.04% majority stake of the
share capital of Direct Énergie.
ACCOUNTING POLICIES
Upon completion of the public tender offer launched in July 2018,
Pursuant to IFRS 5 “Non-current assets held for sale and
the Group holds 100% of its share capital. The acquisition cost of
discontinued operations”, assets and liabilities of affiliates that
this interest totals €1,956 million ($2,297 million).
are held for sale are presented separately on the face of the
The acquisition was carried out in two steps: balance sheet. Depreciation of assets ceases from the date of
classification in “Non-current assets held for sale”.
— in the first step TOTAL obtained control over Direct Énergie by
the acquisition of 73.04% of its shares for an amount of
€1,399 million ($1,640 million) and recorded a preliminary partial
Exploration & Production
goodwill for an amount of €1,093 million ($1,282 million). This
goodwill reflects the value created for TOTAL by the size increase — On December 13, 2018, TOTAL announced the signing of an
in the gas and power value chain and its associated synergies. agreement to divest a 4% interest in the Ichthys liquefied natural
Being provisional this goodwill has not yet been allocated to a gas (LNG) project in Australia to operating partner INPEX for an
Cash-Generated Unit (CGU); overall consideration of $1.6 billion. The transaction, which is
subject to Australian regulatory approvals, will reduce Total’s
— in the second step TOTAL completed a transaction with the
interest in the asset to 26%. At December 31, 2018, the assets
minority shareholders for an amount of €557 million.
and liabilities have been respectively classified in the consolidated
The purchase price allocation is shown below: balance sheet in “assets classified as held for sale” for an amount
of $1,077 million and “liabilities directly associated with the assets
(M$) At the acquisition date
classified as held for sale” for an amount of $41 million. The assets
Goodwill 1,282 concerned mainly include tangible assets.
Intangible assets 287
Tangible assets 1,259
Other assets and liabilities (14)
Net debt (1,042)
Net assets attributable to non-controlling interests (132)
Fair value of consideration transferred 1,640
Non-Group sales - 56 - - - - 56
Intersegment sales - - - - - - -
Excise taxes - - - - - - -
REVENUES FROM SALES - 56 - - - - 56
Operating expenses (199) (237) (616) (45) (9) - (1,106)
Depreciation, depletion and impairment
of tangible assets and mineral interests (1,256) (516) (2) - - - (1,774)
OPERATING INCOME (b) (1,455) (697) (618) (45) (9) - (2,824)
Net income (loss) from equity affiliates
and other items (335) (40) (116) (5) - - (496)
Tax on net operating income 768 (14) 205 14 - - 973
NET OPERATING INCOME (b) (1,022) (751) (529) (36) (9) - (2,347)
Net cost of net debt (67)
Non-controlling interests 301
NET INCOME – GROUP SHARE (2,113)
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
(b) Of which inventory valuation effect
On operating income - - (589) (6) -
On net operating income - - (413) (5) -
Balance sheet as
of December 31, 2018
Property, plant and equipment,
intangible assets, net 116,518 8,502 10,493 6,343 390 - 142,246
Investments & loans in equity affiliates 17,201 1,902 3,910 431 - - 23,444
Other non-current assets 6,258 1,636 663 1,155 881 - 10,593
Working capital 1,652 679 32 194 (4,064) - (1,507)
Provisions and other non-current liabilities (27,780) (3,550) (3,615) (1,465) 125 - (36,285)
Assets and liabilities classified as held for sale 1,036 92 151 - - - 1,279
CAPITAL EMPLOYED (BALANCE SHEET) 114,885 9,261 11,634 6,658 (2,668) - 139,770
Less inventory valuation effect - - (1,035) (216) - - (1,251)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 114,885 9,261 10,599 6,442 (2,668) - 138,519
ROACE as a percentage 9% 11% 31% 25% 12%
(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
(b) Of which inventory valuation effect
On operating income - - 344 13 -
On net operating income - - 298 (3) -
Balance sheet as
of December 31, 2017
Property, plant and equipment,
intangible assets, net 103,639 2,873 10,820 6,253 399 - 123,984
Investments & loans in equity affiliates 16,820 835 4,010 438 - - 22,103
Other non-current assets 6,975 1,709 677 1,060 496 - 10,917
Working capital 3,224 123 876 792 (3,650) - 1,365
Provisions and other non-current liabilities (24,212) (848) (3,839) (1,544) (106) - (30,549)
Assets and liabilities classified as held for sale 1,475 - - 166 - - 1,641
CAPITAL EMPLOYED (BALANCE SHEET) 107,921 4,692 12,544 7,165 (2,861) - 129,461
Less inventory valuation effect - - (1,499) (236) 1 - (1,734)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 107,921 4,692 11,045 6,929 (2,860) - 127,727
ROACE as a percentage 6% 10% 33% 26% 9%
(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
(b) Of which inventory valuation effect
On operating income - - 695 (43) -
On net operating income - - 500 (13) -
Balance sheet as
of December 31, 2016
Property, plant and equipment,
intangible assets, net 109,617 2,834 9,293 5,225 364 - 127,333
Investments & loans in equity affiliates 15,853 883 3,303 537 - - 20,576
Other non-current assets 6,835 1,222 568 962 57 - 9,644
Working capital 1,451 869 2,641 701 (3,314) - 2,348
Provisions and other non-current liabilities (26,139) (832) (3,569) (1,330) 218 - (31,652)
Assets and liabilities classified as held for sale - - 446 - - - 446
CAPITAL EMPLOYED (BALANCE SHEET) 107,617 4,976 12,682 6,095 (2,675) - 128,695
Less inventory valuation effect - - (1,064) (211) 3 - (1,272)
CAPITAL EMPLOYED
(BUSINESS SEGMENT INFORMATION) 107,617 4,976 11,618 5,884 (2,672) - 127,423
ROACE as a percentage 3% 9% 38% 27% 7%
(*) As of January 1st, 2018, for a better reflection of the operating performance of the segments, financial expenses were all transferred to the Corporate segment. 2017 and 2016 comparative
information has been restated. 8
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
Consolidated
For the year ended December 31, 2017 statement of
(M$) Adjusted Adjustments (a) income
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
(a) Adjustments include special items, inventory valuation effect and the effect of changes in fair value.
The main adjustment items for 2018 consist of the “Asset impairment Impairment testing methodology and asset impairment charges
charges” of the non-current assets amounting to $(1,774) million in recorded during the year are detailed in the paragraph D of Note 3.
operating income and $(1,595) million in net income Group share.
ACCOUNTING PRINCIPLES
The recoverable amounts of intangible assets and property, plant upon Management’s expectation of future economic and operating
and equipment are tested for impairment as soon as any indication conditions. When this value is less than the carrying amount
of impairment exists. This test is performed at least annually for of the CGU, an impairment loss is recorded. This loss is allocated
goodwill. first to goodwill with a corresponding amount in “Other expenses”.
Any further losses are then allocated to property, plant and mineral
The recoverable amount is the higher of the fair value (less costs
interests with a corresponding amount in “Depreciation, depletion
to sell) or its value in use.
and impairment of tangible assets and mineral interests” and
Assets are grouped into cash-generating units (or CGUs) and to other intangible assets with a corresponding amount in “Other
tested. A CGU is a homogeneous set of assets that generates expenses”.
cash inflows that are largely independent of the cash inflows from
Impairment losses recognized in prior periods can be reversed up
other groups of assets.
to the original carrying amount, had the impairment loss not been
The value in use of a CGU is determined by reference to the recognized. Impairment losses recognized for goodwill cannot be
discounted expected future cash flows of these assets, based reversed.
For the financial year 2018, asset impairments were recorded for an The NPS sees a significant increase in oil and gas demand until
amount of $1,774 million in operating income and $1,595 million in 2025 and then a slower growth until 2040 (despite a significant
net income, Group share. These impairments were qualified as penetration of electric vehicles and, above all, significant efficiency
adjustment items of the operating income and net income, Group gains). The SDS sees a decline in demand in the first half of the
share. 2020s for oil and a stabilization after 2030 for gas due to the
substitution efforts and an accelerated diffusion of efficiency
Impairments relate to certain cash-generating units (CGUs) for which
gains.
indicators of impairment have been identified, due to changes in
operating conditions or the economic environment of the activities In this context, given the need for the industry to make very
concerned. substantial investments to cope with the natural decline of the
fields and meet the oil demand predicted by these scenarios
The principles applied are as follows:
over the next 20 years:
— the future cash flows were determined using the assumptions
– The crude oil price level considered to determine the
included in the 2019 budget and in the long-term plan of the
recoverable value of CGUs amounts to 60 dollars per barrel
Group approved by the Group Executive Committee and the
of Brent in 2019-2020. This price rises to reach 80 dollars in
Board of Directors. These assumptions, including in particular
2021 and inflates after 2024.
future prices of products, operational costs, estimation of oil and
– For gas, the price level considered to determine the
gas reserves, future volumes produced and marketed, represent
recoverable value of concerned CGUs for 2019 amounts to
the best estimate of the Group management of all economic and
$5.5 per million BTU for the NBP price (Europe). It reaches $7
technical conditions over the remaining life of the assets;
per million BTU in 2021, and will inflate after 2024;
— the Group, notably relying on data on global energy demand
— the future operational costs were determined by taking into
from the “World Energy Outlook” issued by IEA since 2016 and
account the existing technologies, the fluctuation of prices for
on its own supply assessments, determines the oil & gas prices
petroleum services in line with market developments and the
scenarios based on assumptions about the evolution of core
internal cost reduction programs effectively implemented;
indicators of the Upstream activity (demand for oil & gas products
in different markets, investment forecasts, decline in production — the future cash flows are estimated over a period consistent with
fields, changes in oil & gas reserves and supply by area and the life of the assets of the CGUs. They are prepared post-tax
by nature of oil & gas products), of the Downstream activity and take into account specific risks related to the CGUs’ assets.
(changes in refining capacity and demand for petroleum products) They are discounted using a 7% post-tax discount rate, this rate
and by integrating challenges raised by the climate. being the weighted-average cost of capital estimated from
historical market data. This rate was 7% in 2017 and 2016. The
These price scenarios, first prepared within the Strategy and
value in use calculated by discounting the above post-tax cash
Climate Division, are also reviewed by the Group segments which
flows using a 7% post-tax discount rate is not materially different
bring their own expertise. They also integrate studies issued by
from the value in use calculated by discounting pre-tax cash
international agencies, banks and independent consultants. They
flows using a pre-tax discount rate determined by an iterative
are then approved by the Executive Committee and the Board of
Directors.
computation from the post-tax value in use. These pre-tax 8
discount rates generally ranged from 7% to 16% in 2018.
The IEA 2018 World Energy Outlook anticipates three scenarios
The CGUs of the Exploration & Production segment are defined as
(New Policies Scenario (NPS), Current Policies Scenario (CPS)
oil and gas fields or groups of oil and gas fields with industrial assets
and Sustainable Development Scenario (SDS)). Among these
enabling the production, treatment and evacuation of the oil and
scenarios, the NPS (central scenario of the IEA) and the SDS are
gas. For the financial year 2018, impairments of assets were
important references for the Group.
recognized over CGUs of the Exploration & Production segment for
The NPS takes into account the measures already implemented an impact of $1,256 million in operating income and $1,259 million in
by the countries in the energy field as well as the effects of the net income, Group share. Impairments recognized in 2018 relate to:
policies announced by the Governments (including the Nationally
— Ichthys project in Australia for an amount of $549 million in
Determined Contributions – NDC – of the Paris Climate
operating income and $608 million in net income, Group share:
Agreement). The SDS takes into account the necessary
TOTAL adapted the value of the assets in consequence of the
measures to achieve the energy-related goals set in the “2030
divestiture amount of 4% of its interest in the project;
Agenda for Sustainable Development” adopted in 2015 by the
UN members. — other assets mainly located in Algeria, Colombia and Congo for
an amount in the range of $600 million in operating income and
in net income, Group share.
As for the sensitivites:
— a decrease by one point in the discount rate would have a oil and refined products, the effect of inventory valuation and variable
positive impact of approximately $0.5 billion in operating income costs). The other activities of the segment are global divisions, each
and $0.4 billion in net income, Group share; division gathering a set of businesses or homogeneous products for
strategic, commercial and industrial plans. Future cash flows are
— an increase by one point in the discount rate would have an
determined from the specific margins of these activities, unrelated to
additional negative impact of approximately $0.9 billion in
the price of oil. No significant impairment has been recorded for the
operating income and approximately $0.7 billion in net income,
CGUs of the Refining & Chemicals segment in financial year 2018.
Group share;
The CGUs of the Marketing & Services segment are subsidiaries or
— a variation of -10% of the oil and gas prices over the duration of
groups of subsidiaries organized by geographical area. No impairment
the plan would have an additional negative impact of
has been recorded for the CGUs of the Marketing & Services segment
approximately $2.7 billion in operating income and $2.2 billion in
in financial year 2018.
net income, Group share.
For financial year 2017, the Group recorded impairments in
The most sensitive assets would be the assets already impaired in
Exploration & Production, Gas, Renewables & Power, Refining &
2018 or before (impact of approximately $2.7 billion in operating
Chemicals and Marketing & Services segments for an amount of
income and $2.2 billion in net income, Group share), especially
$4,662 million in operating income and $3,884 million in net income,
Ichthys in Australia and assets in Canada.
Group share. These impairments were qualified as adjustments items
The CGUs of the Gas, Renewables & Power segment are subsidiaries of the operating income and net income, Group share.
or groups of subsidiaries organized by activity or geographical area.
In financial year 2016, the Group recognized impairments of assets
In financial year 2018, the Group recorded impairments on CGUs in
in the Exploration & Production, Gas, Renewables & Power, Refining
the Gas, Renewables & Power segment for $516 million in operating
& Chemicals and Marketing & Services segments for an impact of
income and $288 million in net income, Group share. These
$2,229 million in operating income and of $2,097 income and net
impairments relate to SunPower in the US due to the depressed
income, Group share. These impairments were qualified as
economic environment of solar activity.
adjustment items of the operating income and net income, Group
The CGUs of the Refining & Chemicals segment are defined as legal share.
entities with operational activities for refining and petrochemicals
No significant reversal of impairment was accounted for in respect of
activities. Future cash flows are based on the gross contribution
the financial years 2016, 2017 and 2018.
margin (calculated on the basis of net sales after purchases of crude
ACCOUNTING POLICIES
IFRS 15 requires identification of the performance obligations for Shipping revenues and expenses from time-charter activities are
the transfer of goods and services in each contract with recognized on a pro rata basis over a period that commences
customers. Revenue is recognized upon satisfaction of the upon the unloading of the previous voyage and terminates upon
performance obligations for the amounts that reflect the the unloading of the current voyage. Shipping revenue recognition
consideration to which the Group expects to be entitled in starts only when a charter has been agreed to by both the Group
exchange for those goods and services. and the customer.
Income related to the distribution of electricity and gas are not
Sales of goods
recognized in revenues because the Group acts as an agent in
Revenues from sales are recognized when the control has been this transaction. The Group is not responsible for the delivery and
transferred to the buyer and the amount can be reasonably does not set the price of the service, because it can only pass on
measured. Revenues from sales of crude oil and natural gas are to the customer the amounts invoiced to it by the distributors.
recorded upon transfer of title, according to the terms of the sales
contracts. Solar Farm Development Projects
Revenues from the production of crude oil and natural gas SunPower develops and sells solar farm projects. This activity
properties, in which the Group has an interest with other generally contains a property component (land ownership or an
producers, are recognized based on actual entitlement volumes interest in land rights). The revenue associated with the
sold over the period. Any difference between entitlement volumes development of these projects is recognized when the project-
and volumes sold, based on the Group net working interest, are entities and land rights are irrevocably sold.
recognized in the “Under-lifting” and “Over-lifting” accounts in the
Revenues under contracts for construction of solar systems are
balance sheet and in operating expenses in the profit and loss.
recognized based on the progress of construction works,
Quantities delivered that represent production royalties and taxes, measured according to the percentage of costs incurred relative
when paid in cash, are included in oil and gas revenues, except to total forecast costs.
for the United States and Canada.
Excise taxes
Certain transactions within the trading activities (contracts involving
quantities that are purchased from third parties then resold to Excise taxes are rights or taxes which amount is calculated based
third parties) are shown at their net value in sales. on the quantity of oil and gas products put on the market. Excise
taxes are determined by the states. They are paid directly to the
Exchanges of crude oil and petroleum products within normal
customs and tax authorities and then invoiced to final customers
trading activities do not generate any income and therefore these
by being included in the sales price.
flows are shown at their net value in both the statement of income
and the balance sheet. The analysis of the criteria set by IFRS 15 led the Group to determine
that it was acting as principal in these transactions. Therefore
Sales of services sales include excise taxes collected by the Group within the course
of its oil distribution operations. Excise taxes are deducted from
Revenues from services are recognized when the services have
sales in order to obtain the “Revenues from sales” indicator.
been rendered.
Revenues from gas transport are recognized when services are
rendered. These revenues are based on the quantities transported
and measured according to procedures defined in each service
contract.
ACCOUNTING POLICIES
The Group applies IFRS 6 “Exploration for and Evaluation of Geological and geophysical costs, including seismic surveys for
Mineral Resources”. Oil and gas exploration and production exploration purposes are expensed as incurred in exploration
properties and assets are accounted for in accordance with the costs.
Successful Efforts method.
Costs of dry wells and wells that have not found proved reserves
are charged to expense in exploration costs.
For the year ended December 31, (M$) 2018 2017 2016
(a) Includes taxes paid on oil and gas production in the Exploration & Production segment, amongst others royalties.
(b) The Group values under/over lifting at market value.
(c) Principally composed of production and administrative costs (see in particular the payroll costs as detailed in Note 10 to the Consolidated Financial Statements “Payroll, staff and
employee benefits obligations”).
ACCOUNTING POLICIES
Research costs are charged to expense as incurred.
Development expenses are capitalized when the criteria of IAS38 are met.
Research and development costs incurred by the Group in 2018 and The staff dedicated in 2018 to these research and development
booked in operating expenses amount to $986 million ($912 million in activities are estimated at 4,288 people (4,132 in 2017 and 4,939 in
2017 and $1,050 million in 2016), corresponding to 0.47% of the sales. 2016).
5.3 Amortization, depreciation and impairment of tangible assets and mineral interests
The amortization, depreciation and impairment of tangible assets and mineral interests are detailed as follows:
For the year ended December 31, (M$) 2018 2017 2016
5.4.1 Inventories
ACCOUNTING POLICIES
Inventories are measured in the Consolidated Financial Statements labor, depreciation of producing assets) and an allocation of
at the lower of historical cost or market value. Costs for petroleum production overheads (taxes, maintenance, insurance, etc.).
and petrochemical products are determined according to the FIFO
Costs of chemical product inventories consist of raw material costs,
(First-In, First-Out) method or weighted-average cost method and
direct labor costs and an allocation of production overheads.
other inventories are measured using the weighted-average cost
Start-up costs, general administrative costs and financing costs
method.
are excluded from the costs of refined and chemicals products.
In addition stocks held for trading are measured at fair value less
costs of sale. Marketing & Services
The costs of refined products include mainly raw materials costs,
Refining & Chemicals
production costs (energy, labor, depreciation of producing assets)
Petroleum product inventories are mainly comprised of crude oil and an allocation of production overheads (taxes, maintenance,
and refined products. Refined products principally consist of insurance, etc.).
gasoline, distillate and fuel produced by the Group’s refineries.
General administrative costs and financing costs are excluded
The turnover of petroleum products does not exceed more than
from the cost price of refined products.
two months on average.
Product inventories purchased from entities external to the Group
Crude oil costs include raw material and receiving costs. Refining
are valued at their purchase cost plus primary costs of transport.
costs principally include crude oil costs, production costs (energy,
Valuation
As of December 31, 2018 (M$) Gross value allowance Net value
Valuation
As of December 31, 2017 (M$) Gross value allowance Net value
Valuation
As of December 31, 2016 (M$) Gross value allowance Net value
Valuation
As of December 31, 2017 (M$) Gross value allowance Net value
Valuation
As of December 31, 2016 (M$) Gross value allowance Net value
Changes in the valuation allowance on “Accounts receivable” and “Other current assets” are as follows:
Currency
Valuation translation Valuation
For the year ended December 31, allowance as of Increase adjustment and allowance as of
(M$) January 1, (net) other variations December 31,
Accounts receivable
2018 (576) (62) 14 (624)
2017 (596) 53 (33) (576)
2016 (544) (17) (35) (596)
Other current assets
2018 (461) (148) 36 (573)
2017 (400) (58) (3) (461)
2016 (426) 33 (7) (400)
As of December 31, 2018, the heading “Other operating liabilities” the third quarterly interim dividend for the fiscal year 2017 for
includes mainly the second quarterly interim dividend for the fiscal $1,912 million, which was paid in April 2018.
year 2018 for $1,911 million, which was paid in January 2019 and
As of December 31, 2016, the heading “Other operating liabilities”
the third quarterly interim dividend for the fiscal year 2018 for
included mainly the second quarterly interim dividend for the fiscal
$1,912 million, which will be paid in April 2019.
year 2016 for $1,592 million, which was paid in January 2017 and
As of December 31, 2017, the heading “Other operating liabilities” the third quarterly interim dividend for the fiscal year 2016 for
included mainly the second quarterly interim dividend for the fiscal $1,593 million, which was paid in April 2017.
year 2017 for $1,883 million, which was paid in January 2018 and
ACCOUNTING POLICIES
The Consolidated Statement of Cash Flows prepared in currencies foreign currency into dollars using the closing exchange rates are
other than dollar has been translated into dollars using the shown in the Consolidated Statement of Cash Flows under “Effect
exchange rate on the transaction date or the average exchange of exchange rates”.
rate for the period. Currency translation differences arising from
Therefore, the Consolidated Statement of Cash Flows will not
the translation of monetary assets and liabilities denominated in
agree with the figures derived from the consolidated balance sheet.
The following table gives additional information on cash paid or received in the cash flow from operating activities:
Detail of interest, taxes and dividends
For the year ended December 31, (M$) 2018 2017 2016
(a) These amounts include taxes paid in kind under production-sharing contracts in Exploration & Production.
For the year ended December 31, (M$) 2018 2017 2016
Valuation
As of December 31, 2018 (M$) Gross value allowance Net value
Valuation
As of December 31, 2017 (M$) Gross value allowance Net value
Valuation
As of December 31, 2016 (M$) Gross value allowance Net value
Changes in the valuation allowance on loans and advances are detailed as follows:
ACCOUNTING POLICIES
Exploration costs way or firmly planned (wells, seismic or significant studies),
whether costs are being incurred for development studies
The Group applies IFRS 6 “Exploration for and Evaluation of Mineral
and whether the Group is waiting for governmental or other
Resources”. Oil and gas exploration and production properties and
third-party authorization of a proposed project, or availability
assets are accounted for in accordance with the Successful Efforts
of capacity on an existing transport or processing facility.
method.
Costs of exploratory wells not meeting these conditions are charged
Mineral interests are tested for impairment on a regular basis,
to exploration costs.
property-by-property, based on the results of the exploratory activity
and the management’s evaluation. Proved mineral interests are depreciated using the unit-of-
production method based on proved reserves.
In the event of a discovery, the unproved mineral interests are
transferred to proved mineral interests at their net book value as The corresponding expense is recorded as depreciation of tangible
soon as proved reserves are booked. assets and mineral interests.
Exploratory wells are tested for impairment on a well-by-well basis
Goodwill and other intangible assets excluding mineral
and accounted for as follows:
interests
— costs of exploratory wells which result in proved reserves are
Other intangible assets include patents, trademarks, and lease
capitalized and then depreciated using the unit-of-production
rights.
method based on proved developed reserves;
Intangible assets are carried at cost, after deducting any
— costs of exploratory wells are temporarily capitalized until a
accumulated amortization and accumulated impairment losses.
determination is made as to whether the well has found
proved reserves if both of the following conditions are met: Guidance for calculating goodwill is presented in Note 1.1
– the well has found a sufficient quantity of reserves to justify, paragraph B to the Consolidated Financial Statements. Goodwill
if appropriate, its completion as a producing well, assuming is not amortized but is tested for impairment at least annually and
that the required capital expenditures are made; as soon as there is any indication of impairment.
– the Group is making sufficient progress assessing the
Intangible assets (excluding mineral interests) that have a finite
reserves and the economic and operating viability of the
useful life are amortized on a straight-line basis over three to twenty
project. This progress is evaluated on the basis of indicators
years depending on the useful life of the assets. The corresponding
such as whether additional exploratory works are under
expense is recorded under other expense.
Amortization
As of December 31, 2018 (M$) Cost and impairment Net
Amortization
As of December 31, 2017 (M$) Cost and impairment Net
Amortization
As of December 31, 2016 (M$) Cost and impairment Net
In 2018, the heading “Amortization and impairment” includes the In 2016, the heading “Amortization and impairment” included the
accounting impact of exceptional asset impairments for an amount of accounting impact of exceptional asset impairments for an amount
$67 million (see Note 3 paragraph D to the Consolidated Financial of $543 million (see Note 3 paragraph D to the Consolidated Financial
Statements). Statements).
In 2018, the heading “Other” principally corresponds to the effect of the In 2016, the heading “Other” principally corresponded to the effect
entries in the consolidation scope (including Maersk Oil, Global LNG of the entries in the consolidation scope (including SAFT Group and
and Direct Énergie) for $12,044 million. Lampiris) for $1,394 million and to the reclassification of assets
classified in accordance with IFRS 5 “Non-current assets held for
In 2017, the heading “Amortization and impairment” included the
sale and discontinued operations”.
accounting impact of exceptional asset impairments for an amount
of $785 million (see Note 3 paragraph D to the Consolidated Financial
Statements).
A summary of changes in the carrying amount of goodwill by business segment for the year ended December 31, 2018 is as follows:
Net goodwill as of Net goodwill as of
(M$) January 1, 2018 Increases Impairments Other December 31, 2018
The heading “Increases” corresponds to the effect of the acquisitions mainly Maersk Oil for an amount of $2,642 million, Global LNG for
$2,791 million and Direct Énergie for $1,282 million (see Note 2 paragraph 2 to the Consolidated Financial Statements).
ACCOUNTING POLICIES
Exploration & Production Oil and Gas producing assets development and production costs (cost oil/gas) as well as the
sharing of hydrocarbon rights (profit oil/gas).
Development costs incurred for the drilling of development wells
and for the construction of production facilities are capitalized, Hydrocarbon transportation and processing assets are depreciated
together with borrowing costs incurred during the period of using the unit-of-production method based on throughput or by
construction and the present value of estimated future costs of using the straight-line method whichever best reflects the duration
asset retirement obligations. The depletion rate is equal to the of use of the economic life of the asset.
ratio of oil and gas production for the period to proved developed
reserves (unit-of-production method). Other property, plant and equipment excluding
Exploration & Production
In the event that, due to the price effect on reserves evaluation, the
unit-of-production method does not reflect properly the useful life Other property, plant and equipment are carried at cost, after
8
of the asset, an alternative depreciation method is applied based deducting any accumulated depreciation and accumulated
on the reserves evaluated with the price of the previous year. impairment losses. This cost includes borrowing costs directly
attributable to the acquisition or production of a qualifying asset
With respect to phased development projects or projects subject
incurred until assets are placed in service. Borrowing costs are
to progressive well production start-up, the fixed assets’
capitalized as follows:
depreciable amount, excluding production or service wells, is
adjusted to exclude the portion of development costs attributable — if the project benefits from a specific funding, the capitalization
to the undeveloped reserves of these projects. of borrowing costs is based on the borrowing rate;
With respect to production sharing contracts, the unit-of-production — if the project is financed by all the Group’s debt, the
method is based on the portion of production and reserves capitalization of borrowing costs is based on the weighted
assigned to the Group taking into account estimates based on the average borrowing cost for the period.
contractual clauses regarding the reimbursement of exploration,
Routine maintenance and repairs are charged to expense as Other property, plant and equipment are depreciated using the
incurred. The costs of major turnarounds of refineries and large straight-line method over their useful lives, which are as follows:
petrochemical units are capitalized as incurred and depreciated
Furniture, office equipment, machinery and tools 3-12 years
over the period of time between two consecutive major turnarounds.
Transportation equipment 5-20 years
Storage tanks and related equipment 10-15 years
Specialized complex installations and pipelines 10-30 years
Buildings 10-50 years
Depreciation
As of December 31, 2018 (M$) Cost and impairment Net
Depreciation
As of December 31, 2017 (M$) Cost and impairment Net
Change in net property, plant and equipment is analyzed in the following table:
Net amount Currency Net amount
as of Depreciation translation as of
(M$) January 1, Expenditures Disposals and impairment adjustment Other December 31,
2018 109,397 13,336 (2,494) (13,732) (1,454) 8,271 113,324
2017 111,971 13,363 (1,117) (15,099) 2,302 (2,023) 109,397
2016 109,518 17,067 (1,869) (13,171) (1,057) 1,483 111,971
In 2018, the heading “Disposals” mainly includes the impact of sales In 2017, the heading “Other” principally corresponded to the impact of
in the Exploration & Production segment (mainly Martin Linge in $855 million of finance lease contracts, the decrease of the asset for
Norway and Fort Hills in Canada). site restitution for an amount of $(773) million and the reclassification
of assets classified in accordance with IFRS 5 “Non-current assets
In 2018, the heading “Depreciation and impairment” includes the
held for sale and discontinued operations” for $(2,604) million, related
impact of impairments of assets recognized for an amount of
to the Martin Linge field in Norway.
$1,707 million (see Note 3 paragraph D to the Consolidated Financial
Statements). In 2016, the heading “Disposals” mainly included the impact of sales
in the Exploration & Production segment (sale of interests in the
In 2018, the heading “Other” principally corresponds to the effect of
FUKA and SIRGE gas pipelines, and the St. Fergus gas terminal in
the entries in the consolidation scope (including Maersk, Lapa and
the United Kingdom, and sale of a 20% stake in Kharyaga, Russia).
Iara in Brazil and Direct Énergie) for $6,987 million, to the
reclassification of assets in accordance with IFRS 5 “Non-current In 2016, the heading “Depreciation and impairment” included the
assets held for sale and discontinued operations” (mainly related to impact of impairments of assets recognized for an amount of
the 4% sale of Ichthys for $(812) million) and the reversal of the $1,780 million (see Note 3 paragraph D to the Consolidated Financial
reclassification under IFRS 5 as at December 31, 2017 for Statements).
$2,604 million corresponding to disposals.
In 2016, the heading “Other” principally corresponded to the effect
In 2017, the heading “Disposals” mainly included the impact of sales of the entries in the consolidation scope (including SAFT Group and
in the Exploration & Production segment (sale of interests in Gina Lampiris) for $751 million, to the reclassification of assets in accordance
Krog in Norway, and in Gabon). with IFRS 5 “Non-current assets held for sale and discontinued
operations” for $(365) million and the reversal of the reclassification
In 2017, the heading “Depreciation and impairment” included the
impact of impairments of assets recognized for an amount of
under IFRS 5 as at December 31, 2015 for $627 million corresponding 8
to disposals.
$3,901 million (see Note 3 paragraph D to the Consolidated Financial
Statements).
Property, plant and equipment presented above include the following amounts for facilities and equipment under finance leases:
Depreciation
As of December 31, 2018 (M$) Cost and impairment Net
Depreciation
As of December 31, 2017 (M$) Cost and impairment Net
Depreciation
As of December 31, 2016 (M$) Cost and impairment Net
ACCOUNTING PRINCIPLES
Under the equity method, the investment in the associate or joint In cases where the group holds less than 20% of the voting rights
venture is initially recognized at acquisition cost and subsequently in another entity, the determination of whether the Group exercises
adjusted to recognize the Group’s share of the net income and significant influence is also based on other facts and
other comprehensive income of the associate or joint venture. circumstances: representation on the Board of Directors or an
equivalent governing body of the entity, participation in policy-
Unrealized gains on transactions between the Group and its
making processes, including participation in decisions relating to
equity-accounted entities are eliminated to the extent of the
dividends or other distributions, significant transactions between
Group’s interest in the equity accounted entity.
the investor and the entity, exchange of management personnel,
In equity affiliates, goodwill is included in investment book value. or provision of essential technical information.
The contribution of equity affiliates in the consolidated balance sheet, consolidated statement of income and consolidated statement of
comprehensive income is presented below:
Equity value, as of December 31, (M$) 2018 2017 2016
Non current assets 14,639 14,232 13,981 28,664 29,656 31,044 4,324 5,551 5,515
Current assets 4,545 3,404 2,409 9,358 7,875 5,790 5,580 4,291 4,166
TOTAL ASSETS 19,184 17,636 16,390 38,022 37,531 36,834 9,904 9,842 9,681
Shareholder’s equity 14,163 12,842 11,015 22,615 22,804 22,886 4,581 5,178 5,515
Non current liabilities 3,086 3,187 3,574 9,826 10,291 10,839 20 13 10
Current liabilities 1,935 1,607 1,801 5,581 4,436 3,109 5,303 4,651 4,156
TOTAL LIABILITIES 19,184 17,636 16,390 38,022 37,531 36,834 9,904 9,842 9,681
Revenue from sales 13,415 10,022 7,779 25,644 20,401 15,557 1,629 1,708 1,398
NET INCOME 4,636 1,950 3,137 7,408 5,781 1,472 122 204 277
OTHER COMPREHENSIVE INCOME (2,545) 580 1,651 - - - - - -
% owned 19.40% 18.90% 18.90% 30.32% 30.32% 30.32%
Revaluation identifiable assets
on equity affiliates 1,556 1,804 1,811 44 6 - - - -
Equity value 4,303 4,231 3,893 3,758 3,768 3,755 1,389 1,570 1,672
Profit/(loss) 794 263 494 874 735 147 37 62 84
Share of Other Comprehensive Income,
net amount (540) (491) 808 49 (194) 23 - - -
Dividends paid to the Group 151 128 111 816 672 479 218 164 91
(a) Information includes the best Group’s estimates of results at the date of TOTAL’s financial statements.
Novatek, listed in Moscow and London, is the 2nd largest producer The Group’s interests in associates operating liquefaction plants are
of natural gas in Russia. The Group share of Novatek’s market value combined. The amounts include investments in: Nigeria LNG
amounted to $9,578 million as at December 31, 2018. Novatek is (15.00%), Angola LNG (13.60%), Yemen LNG (39.62%), Qatar
consolidated by the equity method. TOTAL considers, in fact, that it Liquefied Gas Company Limited (Qatargas) (10.00%), Qatar Liquefied
exercises significant influence particularly via its representation on Gas Company Limited II (16.70%), Oman LNG (5.54%), and Abu
the Board of Directors of Novatek and its interest in the major project Dhabi Gas Liquefaction Company Limited (5.00%).
of Yamal LNG.
PetroCedeño produces and upgrades extra-heavy crude oil in
The Group is not aware of significant restrictions limiting the ability of Venezuela.
OAO Novatek to transfer funds to its shareholder, be it under the
form of dividends, repayment of advances or loans made.
Saudi Aramco Total Refining & Petrochemicals is an entity including The Group’s interests in associates of the Refining & Chemicals
a refinery in Jubail, Saudi Arabia, with a capacity of 440,000 barrels/day segment, operating steam crackers and polyethylene lines in Qatar
with integrated petrochemical units. have been combined: Qatar Petrochemical Company Ltd. (20.00%),
Qatofin (49.09%), Laffan Refinery (10.00%) and Laffan Refinery II
(10.00%).
The Group’s interests in joint ventures operating liquefaction plants Hanwha Total Petrochemicals is a South Korean company that
have been combined. The amounts include investments in Yamal operates a petrochemical complex in Daesan (condensate separator,
LNG in Russia (20.02% direct holding) and Ichthys LNG in Australia steam cracker, styrene, paraxylene, polyolefins).
(30.00%).
Off balance sheet commitments relating to joint ventures are disclosed
in Note 13 of the Consolidated Financial Statements.
ACCOUNTING POLICIES
Other investments are equity instruments and are measured For other shares, if the fair value is not reliably determinable, they
according to IFRS 9 at fair value through profit and loss (default are recorded at their acquisition value.
option). On initial recognition, the standard allows to make an
For years prior to the application of IFRS 9, equity instruments
election and record the changes of fair value in other
were classified as available for sale financial assets and measured
comprehensive income. For these securities, only dividends can
at fair value.
be recognized in profit or loss.
For securities traded in active markets, this fair value was equal to
The Group recognizes changes in fair value in equity or in profit
the market price. Changes in fair value were recorded in other
or loss according to the option chosen on an instrument by
comprehensive income. If there was any evidence of a significant
instrument basis.
or long-lasting impairment loss, a loss was recorded in the
For securities traded in active markets, this fair value is equal to statement of income. This impairment was irreversible.
the market price.
For other securities, if the fair value was not reliably determinable,
the securities were recorded at their historical value.
Areva 17 - 17
Other equity securities publicly traded in active markets 8 29 37
TOTAL EQUITY SECURITIES PUBLICLY TRADED IN ACTIVE MARKETS (a) 25 29 54
BBPP 62 - 62
BTC Limited 121 - 121
DUNKERQUE LNG SAS 133 - 133
Other equity securities (unit value < $50 million) 763 - 763
8
TOTAL OTHER EQUITY SECURITIES (a) 1,079 - 1,079
OTHER INVESTMENTS 1,104 29 1,133
(a) Including cumulative impairments of $2,029 million in 2017 and $1,633 million in 2016.
(b) Acquisitions made in the fourth quarter 2017 and consolidated in 2018.
The main transactions and receivable and payable balances with related parties (principally non-consolidated subsidiaries and equity consolidated
affiliates) are detailed as follows:
As of December 31, (M$) 2018 2017 2016
Balance sheet
Receivables
Debtors and other debtors 496 492 492
Loans (excl. loans to equity affiliates) 57 63 65
Payables
Creditors and other creditors 888 1,161 897
Debts 2 2 6
For the year ended December 31, (M$) 2018 2017 2016
Statement of income
Sales 4,192 3,407 2,270
Purchases (9,253) (7,354) (4,882)
Financial income 2 6 6
Financial expense (5) (9) -
The aggregate amount of direct and indirect compensation accounted The main Group executive officers include the members of the
by the French and foreign affiliates of the Company, for all executive Executive Committee and the four directors of the corporate functions
officers of TOTAL as of December 31, 2018 and for the members of members of the Group Performance Management Committee
the Board of Directors who are employees of the Group, is detailed (Communication, Legal, Health, Safety and Environment, Strategy &
below. Climate), the Deputy Chief Financial Officer of the Group and the
Group Treasurer.
For the year ended December 31, (M$) 2018 2017 2016
Number of people 15 15 14
Direct or indirect compensation 17.7 15.6 13.4
Pension expenses (a) 2.5 10.8 6.1
Share-based payments expense (IFRS 2) (b) 12.6 6.5 5.3
(a) The benefits provided for executive officers of the Group and the members of the Board of Directors, who are employees of the Group, include severance to be paid upon retirement,
supplementary pension schemes and insurance plans, which represent $117.0 million provisioned as of December 31, 2018 (against $119.7 million as of December 31, 2017 and
$104.7 million as of December 31, 2016).
The decrease in the pension expenses in 2018 is due to the recognition in 2017 of the entire expense related to the agreement on the transition from work to retirement in France.
(b) Share-based payments expense computed for the executive officers and the members of the Board of Directors who are employees of the Group and based on the principles of IFRS 2
“Share-based payments” described in Note 9. The achievement of the performance conditions for the grant of the number of shares (82%) having been higher than assumption used for
the estimation (70%) for the year 2017, the grant rate of the 2015 to 2018 plans has been revised upwards.
The compensation allocated to members of the Board of Directors for directors’ fees totaled $1.65 million in 2018 (against $1.44 million in
2017 and $1.22 million in 2016).
9.1 Shareholders’ equity Pursuant to the Company’s bylaws (Statutes), no shareholder may
cast a vote at a Shareholders’ Meeting, either by himself or through an
Number of TOTAL shares agent, representing more than 10% of the total voting rights for the
Company’s shares. This limit applies to the aggregated amount of
There is only one category of shares of TOTAL S.A., and the shares
voting rights held directly, indirectly or through voting proxies. However,
have a par value of €2.50, as of December 31, 2018. Shares may
in the case of double voting rights, this limit may be extended to 20%.
be held in either bearer or registered form.
These restrictions no longer apply if any individual or entity, acting
Double voting rights are assigned to shares that are fully-paid and
alone or in concert, acquires at least two-thirds of the total share
held in registered form in the name of the same shareholder for at
capital of the Company, directly or indirectly, following a public tender
least two years, with due consideration for the total portion of the
offer for all of the Company’s shares.
share capital represented. Double voting rights are also assigned,
in the event of an increase in share capital by incorporation of reserves, The authorized share capital amounts to 3,669,077,772 shares as of
profits or premiums, to registered shares granted for free to a December 31, 2018 compared to 3,434,245,369 shares as of
shareholder due to shares already held that are entitled to this rights. December 31, 2017 and 3,449,682,749 as of December 31, 2016.
As of December 31, 2018, the share capital of TOTAL S.A. amounted
to €6,601,505,017.50.
(a) Including 113,967,758 treasury shares deducted from consolidated shareholders’ equity.
(b) Including 10,587,822 treasury shares deducted from consolidated shareholders’ equity.
(c) Including 8,376,756 treasury shares deducted from consolidated shareholders’ equity.
(d) Including 32,473,281 treasury shares deducted from consolidated shareholders’ equity.
Capital increase reserved for Group employees a price of €37.20 per share and of the issuance of 180,072 shares
with a nominal value of €2.50 granted as free shares. The issuance
The Combined General Meeting of June 1, 2018, in its eighteenth
of the shares was acknowledged on May 3, 2018. Moreover, the
resolution, granted the authority to the Board of Directors to carry
Board of Directors of April 25, 2018, by virtue of the twenty-fourth
out a capital increase, in one or more occasion(s) within a maximum
resolution of the Combined General Meeting of May 24, 2016,
period of twenty-six months, reserved to members (employees and
decided to grant, 6,784 free shares to 1,360 beneficiaries subject to
retirees) of a company or group savings plan of the Company.
In fiscal year 2018, following this delegation, the Board of Directors
a presence condition during the five-year acquisition period ending
on April 25, 2023, as a deferred contribution.
8
of September 19, 2018 decided to proceed with a capital increase
In fiscal year 2017, TOTAL S.A. completed a capital increase reserved
reserved for Group employees and retirees that included a classic
for Group employees and retirees which resulted in the subscription
offering and a leveraged offering depending on the employees’ or
of 9,350,220 shares with a nominal value of €2.50 and a price of
retirees’ choice, within the limit of 18 million shares with immediate
€38.10 per share and of the issuance of 181,970 shares with a par
dividend rights. The Board of Directors has granted all powers to the
value of €2.50 granted as free shares. The issuance of the shares
Chairman and Chief Executive Officer to determine the opening and
was acknowledged on April 26, 2017. Moreover, the Board of
closing dates of the subscription period and the subscription price.
Directors, during its meeting on April 26, 2017, by virtue of the
This capital increase will open in 2019 and is expected to be
twenty-fourth resolution of the Combined General Meeting of May
completed after the General Meeting of May 29, 2019.
24, 2016, decided to grant 10,393 free shares to 2,086 beneficiaries
In the fiscal year 2018, TOTAL S.A. also completed a capital increase subject to a presence condition during the five-year acquisition period
reserved for Group employees and retirees which resulted in the ending on April 26, 2022, as a deferred contribution.
subscription of 9,174,817 shares with a nominal value of €2.50 and
Treasury shares
ACCOUNTING POLICIES
Treasury shares of the parent company held by its subsidiaries or itself are deducted from consolidated shareholders’ equity. Gains or
losses on sales of treasury shares are excluded from the determination of net income and are recognized in shareholders’ equity.
ACCOUNTING POLICIES
Earnings per share is calculated by dividing net income (Group share) The weighted-average number of fully-diluted shares is calculated
by the weighted-average number of common shares outstanding in accordance with the treasury stock method provided for by
during the period, excluding TOTAL shares held by TOTAL S.A. IAS 33. The proceeds, which would be recovered in the event of
(Treasury shares) which are deducted from consolidated an exercise of rights related to dilutive instruments, are presumed
shareholders’ equity. to be a share buyback at the average market price over the period.
The number of shares thereby obtained leads to a reduction in the
Diluted earnings per share is calculated by dividing net income
total number of shares that would result from the exercise of rights.
(Group share) by the fully-diluted weighted-average number of
common shares outstanding during the period. Treasury shares In compliance with IAS 33, earnings per share and diluted earnings
held by the parent company, TOTAL S.A. are deducted from per share are based on the net income after deduction of the
consolidated shareholders’ equity. These shares are not remuneration due to the holders of deeply subordinated notes.
considered outstanding for purposes of this calculation which also
takes into account the dilutive effect of share subscription or
purchase options plans, share grants and capital increases with a
subscription period closing after the end of the fiscal year.
The variation of both weighted-average number of shares and weighted-average number of diluted shares respectively, as of December 31,
respectively used in the calculation of earnings per share and fully-diluted earnings per share is detailed as follows:
2018 2017 2016
Dilutive effect
Grant of TOTAL share subscription or purchase options 296,830 727,864 630,474
Grant of TOTAL performance shares 13,794,896 10,238,411 9,058,264
Capital increase reserved for employees 2,167,784 1,987,502 843,043
8
WEIGHTED-AVERAGE NUMBER OF DILUTED SHARES 2,623,716,444 2,494,756,413 2,389,713,936
Earnings per share in euros opening price of the shares for the 20 trading days preceding
the Board of Directors meeting, reduced by the amount of the
The earnings per share in euros, obtained from the earnings per
interim dividend, without a discount, and rounded up to the
share in dollars, converted by using the average exchange rate
nearest cent. The ex-dividend date of this interim dividend was
euro/dollar, is €3.62 per share for 2018 closing (€2.97 for 2017
September 25, 2018 and on October 12, 2018 the dividend was
closing). The fully-diluted earnings per share calculated by using the
paid in cash and in shares; and
same method is €3.59 per share for 2018 closing (€2.96 for 2017
closing). — on December 12, 2018, the Board of Directors decided on the
payment of the second interim dividend for fiscal year 2018 of
Dividend €0.64 per share set the issuance price of these newly issued
shares at €48.27 per share, equal to the average Euronext Paris
TOTAL S.A. has distributed and paid the following interim dividends
opening price of the shares for the 20 trading days preceding
with respect to fiscal year 2018:
the Board of Directors meeting, reduced by the amount of the
— on September 19, 2018, the Board of Directors decided on the second interim dividend, without a discount and rounded up to
payment of the first interim dividend for fiscal year 2018 of the nearest cent. The ex-dividend date of this interim dividend
€0.64 per share and set the issuance price of these newly issued was December 18, 2018 and on January 10, 2019, the dividend
shares at €52.95 per share, equal to the average Euronext Paris was paid to shareholders in cash or shares.
The Board of Directors, during its October 25, 2018 meeting, decided — deeply subordinated note 3.369% perpetual maturity callable
to set the third interim dividend for fiscal year 2018 of €0.64 per after 10 years (€1,500 million).
share. The ex-dividend date will be March 19, 2019, and this interim
In 2015, the Group issued two tranches of perpetual subordinated
dividend will be paid on April 5, 2019.
notes in euros through TOTAL S.A.:
A resolution will be submitted at the Shareholders’ Meeting on May
— deeply subordinated note 2.250% perpetual maturity callable
29, 2019 to pay a dividend of €2.56 per share for the 2018 fiscal
after 6 years (€2,500 million);
year, as a balance of €0.64 per share to be distributed after deducting
the three interim dividends of €0.64 per share that will have already — deeply subordinated note 2.625% perpetual maturity callable
been paid. after 10 years (€2,500 million).
Based on their characteristics (mainly no mandatory repayment and
Issuance of perpetual subordinated notes
no obligation to pay a coupon except in the event of a dividend
The Group did not issue any perpetual subordinated notes in 2018 distribution) and in compliance with IAS 32 standard – Financial
nor in 2017. instruments – Presentation, these notes were recorded in equity.
In 2016, the Group issued three tranches of perpetual subordinated As of December 31, 2018, the amount of the perpetual deeply
notes in euros through TOTAL S.A.: subordinated note booked in the Group shareholders’ equity is
$10,328 million. The coupons attributable to the holders of these
— deeply subordinated note 3.875% perpetual maturity callable
securities are booked in deduction of the Group shareholders’ equity
after 6 years (€1,750 million);
for an amount of $315 million for fiscal year 2018 closing. The tax
— deeply subordinated note 2.708% perpetual maturity callable saving due to these coupons is booked in the statement of income.
after 6.6 years (€1,000 million); and
Tax effects relating to each component of other comprehensive income are as follows:
2018 2017 2016
For the year ended December 31, Pre-tax Tax Net Pre-tax Tax Net Pre-tax Tax Net
(M$) amount effect amount amount effect amount amount effect amount
Actuarial gains and losses (12) 13 1 823 (390) 433 (371) 55 (316)
Change in fair value of investments
in equity instruments - - - - - - - - -
Currency translation adjustment generated
by the parent company (4,022) - (4,022) 9,316 - 9,316 (1,548) - (1,548)
SUB-TOTAL ITEMS NOT POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS (4,034) 13 (4,021) 10,139 (390) 9,749 (1,919) 55 (1,864)
Currency translation adjustment 1,113 - 1,113 (2,578) - (2,578) (1,098) - (1,098)
Available for sale financial assets - - - 7 (3) 4 4 - 4
Cash flow hedge 25 (6) 19 324 (97) 227 239 (76) 163
Variation of foreign currency basis spread (80) 20 (60) - - - - - - 8
Share of other comprehensive income
of equity affiliates, net amount (540) - (540) (677) - (677) 935 - 935
Other (5) - (5) - - - 1 - 1
SUB-TOTAL ITEMS POTENTIALLY
RECLASSIFIABLE TO PROFIT & LOSS 513 14 527 (2,924) (100) (3,024) 81 (76) 5
TOTAL OTHER COMPREHENSIVE INCOME (3,521) 27 (3,494) 7,215 (490) 6,725 (1,838) (21) (1,859)
Non-controlling interests
As of December 31, 2018, no subsidiary has non-controlling interests that would be material to the Group financial statements.
ACCOUNTING POLICIES
The Group may grant employees share subscription or purchase The number of allocated equity instruments can be revised during
options plans and offer its employees the opportunity to subscribe the vesting period in cases of non-compliance with performance
to reserved capital increases. These employee benefits are conditions, with the exception of those related to the market, or
recognized as expenses with a corresponding credit to according to the rate of turnover of the beneficiaries.
shareholders’ equity.
The cost of employee-reserved capital increases is immediately
The expense is equal to the fair value of the instruments granted. expensed.
The expense is recognized on a straight-line basis over the period
The cost of the capital increase reserved for employees consists
in which the advantages are acquired.
of the cost related to the discount on all the shares subscribed
The fair value of the options is calculated using the Black-Scholes using both the classic and the leveraged schemes, and the
model at the grant date. opportunity gain for the shares subscribed using the leveraged
scheme. This opportunity gain corresponds to the benefit of
For restricted share plans, the fair value is calculated using the
subscribing to the leveraged offer, rather than reproducing the
market price at the grant date after deducting the expected
same economic profile through the purchase of options in the
distribution rate during the vesting period. The global cost is
market for individual investors. The global cost is reduced to take
reduced to take into account the non-transferability over a 2-year
into account the non-transferability of the shares that could be
holding period of the shares that could be awarded.
subscribed by the employees over a period of five years.
(a) The grant date is the date of the Board meeting awarding the share subscription or purchase options, except for the grant of October 9, 2008, decided by the Board on September 9, 2008.
(b) Out of the options canceled in 2016, 2017 and 2018, 1,794,304 options that were not exercised expired on October 9, 2016 due to the expiry of the 2008 plan, 195,370 options that
were not exercised expired on September 15, 2017 due to expiry of 2009 plan and 79,139 options that were not exercised expired on September 14, 2018 due to expiry of 2010 plan.
Options are exercisable, subject to a presence condition, after a employees of non-French subsidiaries as of the date of the grant, who
2-year period from the date of the Board meeting awarding the options may transfer the underlying shares after a 2-year period from the date
and expire eight years after this date. The underlying shares cannot be of the grant.
transferred during four years from the date of grant. For the 2008 to
Since September 14, 2011, no new TOTAL share subscription or
2011 Plans, the 4-year transfer restriction period does not apply to
purchase options plan was decided.
Date of the Shareholders’ Meeting 5/13/2011 5/16/2014 5/16/2014 5/24/2016 5/24/2016 5/24/2016
Award date 7/25/2013 7/29/2014 7/28/2015 7/27/2016 7/26/2017 3/14/2018
Date of the final award
(end of the vesting period) 7/26/2016 7/30/2017 7/29/2018 7/28/2019 7/27/2020 3/15/2021
Transfer authorized as from 7/26/2018 7/30/2019 7/29/2020 7/29/2021 7/28/2022 3/16/2023
Grant date IFRS 2 fair value €32.64 €44.66 €35.90 €35.37 €35.57 €36,22
Number of performance shares
Outstanding as of January 1, 2016 4,350,830 4,402,460 4,760,505 - - - 13,513,795
Notified - - - 5,639,400 - - 5,639,400
Cancelled (a) (1,303,506) (37,100) (29,170) (1,730) - - (1,371,506)
Finally granted (a) (3,047,324) (860) (600) (110) - - (3,048,894)
Outstanding as of January 1, 2017 - 4,364,500 4,730,735 5,637,560 - - 14,732,795
Notified - - - - 5,679,949 - 5,679,949
Cancelled - (2,157,820) (31,480) (29,050) (910) - (2,219,260)
Finally granted - (2,206,680) (1,950) (1,410) - - (2,210,040)
Outstanding as of January 1, 2018 - - 4,697,305 5,607,100 5,679,039 - 15,983,444
Notified - - - - - 6,083,145 6,083,145
Cancelled - - (621,568) (61,840) (26,640) (12,350) (722,398)
Finally granted - - (4,075,737) (2,040) (1,480) - (4,079,257)
OUTSTANDING
AS OF DECEMBER 31, 2018 - - - 5,543,220 5,650,919 6,070,795 17,264,934
(a) The number of performance shares finally granted in 2016 has been adjusted by 226 performance shares granted in 2017.
The performance shares, which are bought back by the TOTAL S.A. — annual variation in net cash-flow per share, in USD.
on the market, are finally granted to their beneficiaries after a 3-year
TOTAL S.A.’s ranking will determined a grant rate for each year and
vesting period for the 2013 plan and following Plans, from the date
each criteria:
of the grant. The final grant is subject to a continued employment
condition as well as one performance condition for the 2013 and Ranking Grant rate
2014 plans and two performance conditions for the 2015 plans and
1st place 180%
subsequent plans. Moreover, the transfer of the performance shares
finally granted will not be permitted until the end of a 2-year holding 2 place
nd 130%
period from the date of the final grant.
3rd place 80%
2018 Plan 4 and 5 places
th th 0%
The Board of Directors, on March 14, 2018, granted performance
shares to certain employees and executive directors of the Company For each performance condition, the average of the three grant rates
or Group companies, subject to the fulfilment of the presence (on each of the three financial years on which the performance
condition and two performance conditions. conditions are based), will be expressed in percentage and capped
at 100%.
The presence condition applies to all shares. The performance
conditions apply for all shares granted to senior executives. The grant
C) SunPower plans
of the first 150 shares to non-senior executive are not subject to the
performance condition abovementioned, but the performance During fiscal 2018, SunPower had three stock incentive plans: the
8
conditions will apply to any shares granted above this threshold. Third Amended and Restated 2005 SunPower Corporation Stock
Incentive Plan (“2005 Plan”); the PowerLight Corporation Common
The performance conditions, weighting for 50% of the final grant
Stock Option and Common Stock Purchase Plan (“PowerLight Plan”);
rate, are the Group’s ranking relative to those of its peers (ExxonMobil,
and the SunPower Corporation 2015 Omnibus Incentive Plan (“2015
Royal Dutch Shell, BP and Chevron) according to the following two
Plan”). The PowerLight Plan, which was adopted by PowerLight’s
criteria:
Board of Directors in October 2000, was assumed by SunPower by
— Total Shareholder Return (TSR), which is calculate annually way of the acquisition of PowerLight in fiscal 2007. The 2005 Plan
using the average of closing prices over one quarter, in USD, at was adopted by the SunPower’s Board of Directors in August 2005,
the beginning and at the end of each three-year period (Q4 year and was approved by shareholders in November 2005. The 2015
N/Q4 year N-3). The dividend is considered as being reinvested Plan, which subsequently replaced the 2005 Plan, was adopted by
on the closing price basis, on the ex-dividend date; and the SunPower’s Board of Directors in February 2015, and was
approved by shareholders in June 2015. On November 13, 2018, Incentive stock options, nonstatutory stock options, and stock
SunPower filed post-effective amendments to registration statements appreciation rights may be granted at no less than the fair value of
associated with the 2005 Plan and the PowerLight Plan, among the common stock on the date of grant. The options and rights
others, to deregister shares no longer required to be registered for become exercisable when and as determined by SunPower’s Board
issuance under those plans, as no new awards had been made and of Directors, although these terms generally do not exceed ten years
all options had been exercised or had expired. The 2015 Plan allows for stock options. SunPower has not granted stock options since
for the grant of options, as well as grant of stock appreciation rights, fiscal 2008. All previously granted stock options have been exercised
restricted stock grants, restricted stock units and other equity rights. or expired and accordingly no options remain outstanding. Under
The 2015 Plan also allows for tax withholding obligations related to the 2015 Plan, the restricted stock grants and restricted stock units
stock option exercises or restricted stock awards to be satisfied typically vest in equal installments annually over three or four years.
through the retention of shares otherwise released upon vesting.
The majority of shares issued are net of the minimum statutory
The 2015 Plan includes an automatic annual increase mechanism withholding requirements that SunPower pays on behalf of its
equal to the lower of three percent of the outstanding shares of all employees. During fiscal 2018, 2017, and 2016, SunPower withheld
classes of the SunPower’s common stock measured on the last day 0.7 million, 0.6 million and 1.0 million shares, respectively, to satisfy
of the immediately preceding fiscal year, 6 million shares, or such the employees’ tax obligations. SunPower pays such withholding
other number of shares as determined by SunPower’s Board of requirements in cash to the appropriate taxing authorities. Shares
Directors. In fiscal 2015, the SunPower’s Board of Directors voted to withheld are treated as common stock repurchases for accounting
reduce the stock incentive plan’s automatic increase from 3% to 2% and disclosure purposes and reduce the number of shares
for 2016. As of December 31, 2018, approximately 11.2 million outstanding upon vesting.
shares were available for grant under the 2015 Plan.
There were no options outstanding and exercisable as of December
31, 2018. The intrinsic value of the options exercised in fiscal 2018,
2017, and 2016 were zero, $1.7 thousand, and zero, respectively.
There were no stock options granted in fiscal 2018, 2017, and 2016.
(a) SunPower estimates the fair value of the restricted stock unit awards as the stock price on the grant date.
(b) Restricted stock awards and units vested include shares withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements.
During the year 2018, the main assumptions used for the valuation of the cost of the capital increase reserved for employees for both the
classic and the leverage schemes were the following:
For the year ended December 31, 2018
Date of the Board of Directors meeting that decided the issue July 26, 2017
Subscription price (€) (a) 37.20
Share price at the reference date (€) (b) 47.03
Number of shares (in millions) 9.17
Risk free interest rate (%) (c)
0.003
Employees loan financing rate (%) (d) 3.95
Non transferability cost (% of the reference’s share price) 17.33
Expenses ($ million) 30.00
(a) Average of the closing TOTAL share prices during the twenty trading days prior to the subscription period, after deduction of a 20% discount.
(b) Closing share price on March 14, 2018, date on which the Chief Executive Officer set the subscription period.
(c) Zero coupon euro swap rate at 5 years.
(d) The employees’ loan financing rate is based on a 5 year consumer’s credit rate.
ACCOUNTING POLICIES
In accordance with the laws and practices of each country, the Defined benefit obligations are determined according to the
Group participates in employee benefit plans offering retirement, Projected Unit Method. Actuarial gains and losses may arise from
death and disability, healthcare and special termination benefits. differences between actuarial valuation and projected commitments
These plans provide benefits based on various factors such as length (depending on new calculations or assumptions) and between
of service, salaries, and contributions made to the governmental projected and actual return of plan assets. Such gains and losses
bodies responsible for the payment of benefits. are recognized in the statement of comprehensive income,
with no possibility to subsequently recycle them to the income
These plans can be either defined contribution or defined benefit
statement.
pension plans and may be entirely or partially funded with
investments made in various non-Group instruments such as The past service cost is recorded immediately in the statement of
mutual funds, insurance contracts, and other instruments. income, whether vested or unvested.
For defined contribution plans, expenses correspond to the The net periodic pension cost is recognized under “Other
contributions paid. operating expenses”.
Description of plans and risk management The pension benefits include also termination indemnities and early
retirement benefits. The other benefits are employer contributions to
The Group operates, for the benefit of its current and former employees,
post-employment medical care.
both defined benefit plans and defined contribution plans.
In order to manage the inherent risks, the Group has implemented a
The Group recognized a charge of $130 million for defined
dedicated governance framework to ensure the supervision of the
contribution plans in 2018 ($128 million in 2017 and $157 million in
different plans. These governance rules provide for:
2016).
— the Group’s representation in key governance bodies or monitoring
The Group’s main defined benefit pension plans are located in France,
committees;
the United Kingdom, the United States, Belgium and Germany. Their
main characteristics, depending on the country-specific regulatory — the principles of the funding policy;
environment, are the following:
— the general investment policy, including for most plans the
— the benefits are usually based on the final salary and seniority; establishment of a monitoring committee to define and follow
the investment strategy and performance and to ensure the
— they are usually funded (pension fund or insurer);
principles in respect of investment allocation are respected;
— they are usually closed to new employees who benefit from
— a procedure to approve the establishment of new plans or the
defined contribution pension plans;
amendment of existing plans;
— they are paid in annuity or in lump sum.
— principles of administration, communication and reporting.
As of December 31, 2018, the contribution from the main geographical areas for the net pension liability in the balance sheet is: 60% for the
Euro area, 19% for the United Kingdom and 18% for the United States.
The amounts recognized in the consolidated income statement and the consolidated statement of comprehensive income for defined benefit
plans are detailed as follows:
Pension benefits Other benefits
For the year ended December 31,
(M$) 2018 2017 2016 2018 2017 2016
Actuarial (Gains)/Losses
– Effect of changes in demographic assumptions (1) (16) (56) (21) 3 (7)
– Effect of changes in financial assumptions (354) (241) 1,008 (3) (5) 48
– Effect of experience adjustments (17) (193) (190) (5) (34) (4)
– Actual return on plan assets (excluding interest income) 424 (344) (421) - - -
– Effect of asset ceiling (11) 7 (7) - - -
BENEFIT AMOUNTS RECOGNIZED ON EQUITY 41 (787) 334 (29) (36) 37
TOTAL BENEFIT AMOUNTS RECOGNIZED
ON COMPREHENSIVE INCOME 299 (222) 559 - 9 71
2019 779 27
2020 700 27
2021 706 27
2022 675 27
2023 677 27
2024-2028 3,245 125
Type of assets
Pension benefits
Discount rate (weighted average for all regions) 2.68% 2.48% 2.60% 2.56% 2.52% 2.51%
Of which Euro zone 1.72% 1.71% 1.69% 1.87% 1.93% 1.85%
Of which United States 4.00% 3.75% 4.00% 4.00% 3.75% 4.00%
Of which United Kingdom 3.00% 2.50% 2.75% - - -
Inflation rate (weighted average for all regions) 2.44% 2.40% 2.41% - - -
Of which Euro zone 1.50% 1.50% 1.50% - - -
Of which United States 2.50% 2.50% 2.50% - - -
Of which United Kingdom 3.50% 3.50% 3.50% - - -
The discount rate retained is determined by reference to the high quality rates for AA-rated corporate bonds for a duration equivalent to that
of the obligations. It derives from a benchmark per monetary area of different market data at the closing date.
Sensitivity to inflation in respect of defined benefit pension plans is not material in the United States.
A 0.5% increase or decrease in discount rates – all other things being equal – would have the following approximate impact on the benefit
obligation:
(M$) 0.5% Increase 0.5% Decrease
A 0.5% increase or decrease in inflation rates – all other things being equal – would have the following approximate impact on the benefit
obligation:
(M$) 0.5% Increase 0.5% Decrease
International
– Management 16,963 16,489 17,186
– Other 51,491 50,536 53,358
TOTAL 104,460 98,277 102,168
ACCOUNTING POLICIES
Income taxes disclosed in the statement of income include the Deferred tax assets and liabilities are measured using the tax rates
current tax expenses (or income) and the deferred tax expenses that have been enacted or substantially enacted at the balance
(or income). sheet date. The tax rates used depend on the timing of reversals of
temporary differences, tax losses and other tax credits. The effect
The expense (or income) of current tax is the estimated amount of
of a change in tax rate is recognized either in the Consolidated
the tax due for the taxable income of the period.
statement of income or in shareholders’ equity depending on the
The Group uses the method whereby deferred income taxes are item it relates to.
recorded based on the temporary differences between the carrying
Deferred tax resulting from temporary differences between the
amounts of assets and liabilities recorded in the balance sheet
carrying amounts of equity-method investments and their tax
and their tax bases, and on carry-forwards of unused tax losses
bases are recognized. The deferred tax calculation is based on
and tax credits.
the expected future tax effect (dividend distribution rate or tax rate
on capital gains).
Before netting deferred tax assets and liabilities by fiscal entity, the components of deferred tax balances are as follows:
As of December 31, (M$) 2018 2017 2016
Net operating losses and tax carry forwards 3,779 3,014 3,267
Employee benefits 995 1,153 1,257
Other temporary non-deductible provisions 8,409 6,344 5,862
Differences in depreciations (15,469) (13,387) (14,952)
Other temporary tax deductions (2,541) (2,746) (2,126)
NET DEFERRED TAX LIABILITY (4,827) (5,622) (6,692)
The reserves of TOTAL subsidiaries that would be taxable if during this phase will be useable only if a final investment and
distributed but for which no distribution is planned, and for which no development decision is made. Accordingly, the time limit for the
deferred tax liability has therefore been recognized, totaled utilization of those net operating losses is not known.
$10,713 million as of December 31, 2018.
Deferred tax assets not recognized relate notably to France for an
Deferred tax assets not recognized as of December 31, 2018 amount amount of $470 million, to Australia for an amount of $370 million, to
to $3,315 million as their future recovery was not regarded as Nigeria for an amount of $303 million and to Canada for an amount
probable given the expected results of the entities. Particularly in the of $250 million.
Exploration & Production segment, when the affiliate or the field
After netting deferred tax assets and liabilities by fiscal entity, deferred
concerned is in its exploration phase, the net operating losses created
taxes are presented on the balance sheet as follows:
The net deferred tax variation in the balance sheet is analyzed as follows:
As of December 31, (M$) 2018 2017 2016
(a) This amount includes mainly deferred taxes on actuarial gains and losses, current income taxes and deferred taxes for changes in fair value of listed securities classified as financial assets
available for sale, as well as deferred taxes related to the cash flow hedge (see note 9 to the Consolidated Financial Statements).
The French statutory tax rate includes the standard corporate tax Permanent differences are mainly due to impairment of goodwill and
rate (33.33%), additional and exceptional applicable taxes that bring to dividends from non-consolidated companies as well as the specific
the overall tax rate to 34.43% in 2018 (versus 44.43% in 2017 and taxation rules applicable to certain activities.
34.43% in 2016).
2017 130
2018 75 109
2019 90 64 60
2020 70 60
2021 (a) 38 24 1,154
2022 (b) 32 1,330
2023 and after 1,423
Unlimited 2,126 1,461 1,814
TOTAL 3,779 3,014 3,267
As of December 31, 2018 the schedule of deferred tax assets related to carried forward tax credits on net operating losses for the main
countries is as follows:
Tax
United United
As of December 31, 2018 (M$) Canada France Australia States Kingdom
2019 6 8
2020 6
2021 7
2022
2023 and after 844 492
Unlimited 719 704 441
TOTAL 844 738 704 492 441
ACCOUNTING POLICIES
A provision is recognized when the Group has a present obligation Provisions and non-current liabilities are comprised of liabilities for
(legal or constructive) as a result of a past event for which it is which the amount and the timing are uncertain. They arise from
probable that an outflow of resources will be required and when a environmental risks, legal and tax risks, litigation and other risks.
reliable estimate can be made regarding the amount of the
obligation. The amount of the liability corresponds to the best
possible estimate.
In 2018, litigation reserves amount to $736 million of which In 2017, other non-current liabilities mainly included debts (whose
$561 million in the Exploration & Production, notably in Angola, maturity is more than one year) related to fixed assets acquisitions.
Nigeria and Brazil.
In 2016, litigation reserves amounted to $1,123 million of which
In 2018, other non-current liabilities mainly include debts (whose maturity $959 million was in the Exploration & Production, notably in Angola
is more than one year) related to fixed assets acquisitions. and Nigeria.
In 2017, litigation reserves amounted to $706 million of which In 2016, other non-current liabilities mainly included debts (whose
$512 million in the Exploration & Production, notably in Angola and maturity is more than one year) related to fixed assets acquisitions.
Nigeria.
ACCOUNTING POLICIES
Asset retirement obligations, which result from a legal or constructive An entity is required to measure changes in the liability for an
obligation, are recognized based on a reasonable estimate in the asset retirement obligation due to the passage of time (accretion)
period in which the obligation arises. by applying a risk-free discount rate to the amount of the liability.
Given the long term nature of expenditures related to our asset
The associated asset retirement costs are capitalized as part of
retirement obligations, the rate is determined by reference to the
the carrying amount of the underlying asset and depreciated over
high quality rates for AA-rated Corporate bonds on the USD area
the useful life of this asset.
for a long-term horizon. The increase of the provision due to the
passage of time is recognized as “Other financial expense”.
The discount rate used in 2018 for the valuation of asset retirement with a negative impact of approximately $90 million on the following
obligation is 4.5% as in 2017 and 2016 (the expenses are estimated years net income. Conversely, an increase of 0.5% would have a
at current currency values with an inflation rate of 2%). A decrease of nearly symmetrical impact compared to the effect of the decrease of
0.5% of this rate would increase the asset retirement obligation by 0.5%.
$1,353 million, with a corresponding impact in tangible assets, and
TOTAL is not currently aware of any exceptional event, dispute, risks or TGPNA received a Notice of Alleged Violations from FERC on
contingent liabilities that could have a material impact on the assets September 21, 2015. On April 28, 2016, FERC issued an order to
and liabilities, results, financial position or operations of the Group. show cause to TGPNA and two of its former employees, and to
TOTAL S.A. and Total Gas & Power Ltd., regarding the same facts.
FERC TGPNA contests the claims brought against it.
The Office of Enforcement of the U.S. Federal Energy Regulatory A class action launched to seek damages from these three
Commission (FERC) began in 2015 an investigation in connection companies, was dismissed by a judgment of the U.S. District Court
with the natural gas trading activities in the United States of Total of New York issued on March 15, 2017. The Court of Appeal upheld
Gas & Power North America, Inc. (TGPNA), a U.S. subsidiary of the this judgment on May 4, 2018.
Group. The investigation covered transactions made by TGPNA
between June 2009 and June 2012 on the natural gas market.
Non-current debt obligations net of hedging instruments (Note 15) 37,784 - 19,072 18,712
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 5,027 5,027 - -
Finance lease obligations (Note 13.2) 1,878 213 468 1,197
Asset retirement obligations (Note 12) 14,286 844 3,388 10,054
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 58,975 6,084 22,928 29,963
Operating lease obligations (Note 13.2) 9,130 1,644 3,691 3,795
Purchase obligations 121,119 9,708 30,652 80,759
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 130,249 11,352 34,343 84,554
TOTAL OF CONTRACTUAL OBLIGATIONS 189,224 17,436 57,271 114,517
Guarantees given for excise taxes 2,043 1,904 12 127
Guarantees given against borrowings 18,680 169 68 18,443
Indemnities related to sales of businesses 334 165 10 159
Guarantees of current liabilities 222 83 74 65
Guarantees to customers/suppliers 8,463 1,222 847 6,394
Letters of credit 3,515 3,164 160 191
Other operating commitments 29,416 2,085 1,046 26,285
TOTAL OF OTHER COMMITMENTS GIVEN 62,673 8,792 2,217 51,664
Mortgages and liens received 84 23 33 28
Sales obligations 91,695 7,989 27,709 55,997
Other commitments received 21,565 15,527 1,328 4,710
TOTAL OF COMMITMENTS RECEIVED 113,344 23,539 29,070 60,735
Of which commitments given relating to joint ventures 42,768 162 4,425 38,181
Of which commitments given relating to associates 39,437 773 8,378 30,286
Non-current debt obligations net of hedging instruments (Note 15) 39,544 - 19,540 20,004
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 4,646 4,646 - -
Finance lease obligations (Note 13.2) 1,156 39 261 856
Asset retirement obligations (Note 12) 12,240 485 2,165 9,590
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 57,586 5,170 21,966 30,450
Operating lease obligations (Note 13.2) 6,441 1,401 2,886 2,154
Purchase obligations 86,366 8,605 23,917 53,844
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 92,807 10,006 26,803 55,998
TOTAL OF CONTRACTUAL OBLIGATIONS 150,393 15,176 48,769 86,448
Guarantees given for excise taxes 2,073 1,938 29 106
Guarantees given against borrowings 16,080 411 10,607 5,062
Indemnities related to sales of businesses 341 120 61 160
Guarantees of current liabilities 321 91 109 121
Guarantees to customers/suppliers 4,180 1,100 268 2,812
Letters of credit 2,965 2,680 102 183
Other operating commitments 17,431 1,165 637 15,629
TOTAL OF OTHER COMMITMENTS GIVEN 43,391 7,505 11,813 24,073
Mortgages and liens received 89 23 26 40
Sales obligations 67,014 6,263 21,513 39,238
Other commitments received 7,398 3,549 1,111 2,738
TOTAL OF COMMITMENTS RECEIVED 74,501 9,835 22,650 42,016
Of which commitments given relating to joint ventures 36,847 160 12,225 24,462
Of which commitments given relating to associates 20,629 580 5,991 14,058
Non-current debt obligations net of hedging instruments (Note 15) 41,848 - 18,449 23,399
Current portion of non-current debt obligations net
of hedging instruments (Note 15) 4,614 4,614 - -
Finance lease obligations (Note 13.2) 319 8 103 208
Asset retirement obligations (Note 12) 12,665 685 2,269 9,711
CONTRACTUAL OBLIGATIONS RECORDED
IN THE BALANCE SHEET 59,446 5,307 20,821 33,318
Operating lease obligations (Note 13.2) 6,478 1,582 2,953 1,943
Purchase obligations 105,208 10,898 20,570 73,740
CONTRACTUAL OBLIGATIONS NOT RECORDED
IN THE BALANCE SHEET 111,686 12,480 23,523 75,683
TOTAL OF CONTRACTUAL OBLIGATIONS 171,132 17,787 44,344 109,001
Guarantees given for excise taxes 1,887 1,740 58 89
Guarantees given against borrowings 14,666 215 664 13,787
Indemnities related to sales of businesses 375 158 59 158
Guarantees of current liabilities 391 89 99 203
Guarantees to customers/suppliers 3,997 1,038 225 2,734
Letters of credit 1,457 1,215 81 161
Other operating commitments 3,592 1,319 409 1,864
TOTAL OF OTHER COMMITMENTS GIVEN 26,365 5,774 1,595 18,996
Mortgages and liens received 77 20 19 38
Sales obligations 82,756 7,331 21,356 54,069
Other commitments received 6,799 3,133 1,124 2,542
TOTAL OF COMMITMENTS RECEIVED 89,632 10,484 22,499 56,649
Of which commitments given relating to joint ventures 48,257 61 3,211 44,985
Of which commitments given relating to associates 21,959 603 3,265 18,091
ACCOUNTING PRINCIPLES
A finance lease transfers substantially all the risks and rewards Leases that are not finance leases as defined above are recorded
incidental to ownership from the lessor to the lessee. These as operating leases.
contracts are capitalized as assets at fair value or, if lower, at the
Certain arrangements do not take the legal form of a lease but
present value of the minimum lease payments according to the
convey the right to use an asset or a group of assets in return for
contract. A corresponding financial debt is recognized as a financial
fixed payments. Such arrangements are accounted for as leases
liability. These assets are depreciated over the corresponding
and are analyzed to determine whether they should be classified
useful life used by the Group.
as operating leases or as finance leases.
The Group leases real estate, retail stations, ships, and other equipment (see Note 7 to the Consolidated Financial Statements).
The future minimum lease payments on operating and finance leases to which the Group is committed are as follows:
For the year ended December 31, 2018 (M$) Operating leases Finance leases
For the year ended December 31, 2017 (M$) Operating leases Finance leases
2018 1,401 76
2019 988 67
2020 814 67
2021 623 65
2022 462 65
2023 and beyond 2,153 864
TOTAL MINIMUM PAYMENTS 6,441 1,204
Less financial expenses (48)
NOMINAL VALUE OF CONTRACTS 1,156
Less current portion of finance lease contracts (39)
NON-CURRENT FINANCE LEASE LIABILITIES 1,117
For the year ended December 31, 2016 (M$) Operating leases Finance leases
2017 1,582 24
2018 1,054 26
2019 777 44
2020 687 27
2021 435 25
2022 and beyond 1,943 247
TOTAL MINIMUM PAYMENTS 6,478 393
Less financial expenses (74)
NOMINAL VALUE OF CONTRACTS 319
Less current portion of finance lease contracts (8)
NON-CURRENT FINANCE LEASE LIABILITIES 311
Net rental expense incurred under operating leases for the year ended December 31, 2018 is $1,304 million (against $1,467 million in 2017
and $1,629 million in 2016).
Fair value
As of December 31, 2018 through OCI – Fair value of
(M$) Amortized Fair value equity instruments
ASSETS/(LIABILITIES) cost through P&L instruments hedge Total Fair value
(a) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 15 to the Consolidated Financial Statements).
(b) The impact of offsetting on accounts receivable, net is $(2,903) million and $2,903 million on accounts payable.
Other
financial
Financial instruments related to financing and operational activities instruments Total Fair value
(a) Financial assets available for sale are measured at their fair value except for unlisted securities and listed securities on non active markets (see Note 8 to the Consolidated Financial Statements).
(b) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 15 to the Consolidated Financial Statements).
(c) The impact of offsetting on accounts receivable, net is $(3,471) million and $3,471 million on accounts payable.
(a) Financial assets available for sale are measured at their fair value except for unlisted securities and listed securities on non active markets (see Note 8 to the Consolidated Financial Statements).
(b) The financial debt is adjusted to the hedged risks value (currency and interest rate) as part of hedge accounting (see Note 15 to the Consolidated Financial Statements).
(c) The impact of offsetting on accounts receivable, net is $(1,828) million and $1,828 million on accounts payable.
(a) All debt securities issued through the following subsidiaries are fully and unconditionally guaranteed by TOTAL S.A. as to payment of principal, premium, if any, interest and any other
amounts due:
– Total Capital is a wholly-owned subsidiary of TOTAL S.A. (except for one share held by each director). It acts as a financing vehicle for the Group. The repayment of its financial debt
(capital, premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
– Total Capital Canada Ltd. is a wholly-owned subsidiary of TOTAL S.A.. It acts as a financing vehicle for the activities of the Group in Canada. The repayment of its financial debt (capital,
premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
– Total Capital International is a wholly-owned subsidiary of TOTAL S.A. (except for one share held by each director). It acts as a financing vehicle for the Group. The repayment of its
financial debt (capital, premium and interest) is fully and unconditionally guaranteed by TOTAL S.A.
(b) Debt financing of $1.2 billion through a structure combining the issue of cash-settled convertible bonds with the purchase of cash-settled call options to hedge TOTAL’s exposure to
the exercise of the conversion rights under the bonds.
(a) As of December 31, 2018, December 31, 2017 and December 31, 2016, the current financial debt includes a commercial paper program in Total Capital Canada Ltd. Total Capital
Canada Ltd. is a wholly-owned subsidiary of TOTAL S.A. It acts as a financing vehicle for the activities of the Group in Canada. Its debt securities are fully and unconditionally guaranteed
by TOTAL S.A. as to payment of principal, premium, if any, interest and any other amounts due.
Change
in scope,
As of including Reclassification As of
January 1, Cash IFRS 5 Foreign Changes Non-current/ December
(M$) 2018 changes reclassification currency in fair value Current Other 31, 2018
Non-current financial
instruments – assets (a) (679) - (72) 12 59 - - (680)
Non-current financial debt 41,340 649 4,708 (59) 62 (6,260) (311) 40,129
NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 40,661 649 4,636 (47) 121 (6,260) (311) 39,449
Current financial
instruments – assets (a) (423) - - 10 295 - - (118)
Current borrowings 11,096 (3,990) 230 270 (514) 6,260 (46) 13,306
Current financial
instruments – liabilities (a) 245 - 67 (11) 177 - - 478
CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 10,918 (3,990) 297 269 (42) 6,260 (46) 13,666
Financial debt classified
as held for sale - - - - - - - - 8
FINANCIAL DEBT 51,579 (3,341) 4,933 222 79 - (357) 53,115
Non-cash changes
Change
in scope,
As of including Reclassification As of
January 1, Cash IFRS 5 Foreign Changes Non-current/ December
(M$) 2017 changes reclassification currency in fair value Current Other 31, 2017
Non-current financial
instruments – assets (a) (908) - - (62) 291 - - (679)
Non-current financial debt 43,067 2,277 2 203 (451) (4,713) 955 41,340
NON-CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 42,159 2,277 2 141 (160) (4,713) 955 40,661
Current financial
instruments – assets (a) (135) - - (34) (254) - - (423)
Current borrowings 13,920 (7,175) (50) (585) 290 4,713 (17) 11,096
Current financial
instruments – liabilities (a) 327 - - 18 (100) - - 245
CURRENT FINANCIAL
DEBT AND RELATED
FINANCIAL INSTRUMENTS 14,112 (7,175) (50) (601) (64) 4,713 (17) 10,918
Financial debt classified
as held for sale 21 - (21) - - - - -
FINANCIAL DEBT 56,292 (4,898) (69) (460) (224) - 938 51,579
(a) Fair value or cash flow hedge instruments and other non-hedge debt-related derivative instruments.
ACCOUNTING POLICIES
Cash and cash equivalents are comprised of cash on hand and Investments with maturity greater than three months and less than
highly liquid short-term investments that are easily convertible into twelve months are shown under “Current financial assets”.
known amounts of cash and are subject to insignificant risks of
Changes in current financial assets and liabilities are included in
changes in value.
the financing activities section of the Consolidated Statement of
Cash Flows.
Cash equivalents are mainly composed of deposits less than three months deposited in government institutions or deposit banks selected in
accordance with strict criteria.
As of December 31, 2018, the cash and cash equivalents include $1,842 million subject to restrictions particularly due to a regulatory
framework or due to the fact they are owned by affiliates located in countries with exchange controls.
ACCOUNTING POLICIES
The Group uses derivative instruments to manage its exposure to assets” or in liabilities under “Non-current financial debt” for
risks of changes in interest rates, foreign exchange rates and the non-current portion. The current portion (less than one
commodity prices. These financial instruments are accounted for year) is accounted for in “Current financial assets” or “Other
in accordance with IFRS 9. Changes in fair value of derivative current financial liabilities”.
instruments are recognized in the statement of income or in other
In case of the anticipated termination of derivative instruments
comprehensive income and are recognized in the balance sheet
accounted for as fair value hedges, the amount paid or
in the accounts corresponding to their nature, according to the
received is recognized in the statement of income and:
risk management strategy. The derivative instruments used by
the Group are the following: – if this termination is due to an early cancellation of the hedged
items, the adjustment previously recorded as revaluation
Cash management of those hedged items is also recognized in the statement
of income;
Financial instruments used for cash management purposes are
– if the hedged items remain in the balance sheet, the
part of a hedging strategy of currency and interest rate risks within
adjustment previously recorded as a revaluation of those
global limits set by the Group and are considered to be used
hedged items is spread over the remaining life of those
for transactions (held for trading). Changes in fair value are
items.
systematically recorded in the statement of income. The balance
sheet value of those instruments is included in “Current financial During a change in the nature of the hedge (fair value hedge
assets” or “Other current financial liabilities”. to cash flow hedge), if the components of aggregate exposure
had already been designated in a hedging relationship (FVH),
Long-term financing the Group recognizes the second relationship (CFH) without
having to de-qualify and re-qualify the initial hedging relationship.
When an external long-term financing is set up, specifically to
finance subsidiaries, and when this financing involves currency 2) Cash flow hedge when the Group implements a strategy of
and interest rate derivatives, these instruments are qualified as: fixing interest rate on the external debt. Changes in fair value
1) Fair value hedge of the interest rate risk on the external debt
are recorded in Other comprehensive Income for the effective 8
portion of the hedging and in the statement of income for the
and of the currency risk of the loans to subsidiaries. Changes
ineffective portion of the hedging. Amounts recorded in equity
in fair value of derivatives are recognized in the statement of
are transferred to the income statement when the hedged
income as are changes in fair value of underlying financial
transaction affects profit or loss.
debts and loans to subsidiaries.
The fair value of those hedging instruments of long-term
Under IFRS9 the Group has recognized in a separate
financing is included in assets under “Non-current financial
component of the comprehensive income the variation of
assets” or in liabilities under “Non-current financial debt” for
foreign currency basis spread identified in the hedging
the non-current portion. The current portion (less than one
relationships qualifying as a fair value hedge.
year) is accounted for in “Current financial assets” or “Other
The fair value of those hedging instruments of long-term current financial liabilities”.
financing is included in assets under “Non-current financial
If the hedging instrument expires, is sold or terminated by statement of income in the same period as the total or partial
anticipation, gains or losses previously recognized in equity disposal of the foreign activity.
remain in equity. Amounts are recycled to the income statement
The fair value of these instruments is recorded under “Current
only when the hedged transaction affects profit or loss.
financial assets” or “Other current financial liabilities”.
Foreign subsidiaries’ equity hedge
Commitments to purchase shares held by non-controlling
Certain financial instruments hedge against risks related to the interests (put options written on minority interests)
equity of foreign subsidiaries whose functional currency is not
Put options granted to non-controlling-interest shareholders are
the euro (mainly the dollar). These instruments qualify as “net
initially recognized as financial liabilities at the present value of the
investment hedges” and changes in fair value are recorded in
exercise price of the options with a corresponding reduction in
other comprehensive income under “Currency translation” for the
shareholders’ equity. The financial liability is subsequently measured
effective portion of the hedging and in the statement of income for
at fair value at each balance sheet date in accordance with
the ineffective portion of the hedging. Gains or losses on hedging
contractual clauses and any variation is recorded in the statement
instruments previously recorded in equity, are reclassified to the
of income (cost of debt).
Assets and liabilities from financing activities — ineffective portion of bond hedging; and
The impact on the statement of income of financing assets and — financial income, financial expense and fair value of derivative
liabilities mainly includes: instruments used for cash management purposes classified as
“Assets and liabilities held for trading”.
— financial income on cash, cash equivalents, and current financial
assets (notably current deposits beyond three months) classified Financial derivative instruments used for cash management purposes
as “Loans and receivables”; (interest rate and foreign exchange) are considered to be held for
trading. Based on practical documentation issues, the Group did not
— financial expense of long term subsidiaries financing, associated
elect to set up hedge accounting for such instruments. The impact
hedging instruments (excluding ineffective portion of the hedge
on income of the derivatives is offset by the impact of loans and
detailed below) and financial expense of short term financing
current liabilities they are related to. Therefore these transactions
classified as “Financing liabilities and associated hedging
taken as a whole do not have a significant impact on the Consolidated
instruments”;
Financial Statements.
For the year ended December 31, (M$) 2018 2017 2016
The ineffective portion is not representative of the Group’s performance considering the Group’s objective to hold swaps to maturity.
The current portion of the swaps valuation is not subject to active management.
Net investment hedge
The variations of the period are detailed in the table below:
As of As of
For the year ended December 31, (M$) January 1, Variations Disposals December 31,
As of December 31, 2018, 2017 and 2016 the Group had no open forward contracts under these hedging instruments.
As of December 31, 2018, 2017 and 2016, the ineffective portion of these financial instruments is nil.
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
Notional amounts set the levels of commitment and are indicative nor of a contingent gain or loss neither of a related debt.
ACCOUNTING POLICIES
Fair values are estimated for the majority of the Group’s financial The methods used are as follows:
instruments, with the exception of publicly traded equity securities
Financial debts, swaps
and marketable securities for which the market price is used.
The market value of swaps and of bonds that are hedged by
Estimations of fair value, which are based on principles such as
those swaps has been determined on an individual basis by
discounting future cash flows to present value, must be weighted
discounting future cash flows with the market curves existing at
by the fact that the value of a financial instrument at a given time
year-end.
may be influenced by the market environment (liquidity especially),
and also the fact that subsequent changes in interest rates and Other financial instruments
exchange rates are not taken into account.
The fair value of the interest rate swaps and of FRA’s (Forward
As a consequence, the use of different estimates, methodologies Rate Agreements) are calculated by discounting future cash flows
and assumptions could have a material effect on the estimated on the basis of market curves existing at year-end after adjustment
fair value amounts. for interest accrued but unpaid. Forward exchange contracts and
currency swaps are valued on the basis of a comparison of the
negotiated forward rates with the rates in effect on the financial
markets at year-end for similar maturities.
Exchange options are valued based on models commonly used
by the market.
The fair value hierarchy for financial instruments, excluding commodity contracts, is as follows:
Quoted prices in Prices Prices
active markets for based on based on non
As of December 31, 2018 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total
Financial markets related risks rate yield curves, and minimize the cost of borrowing) over a less
than twelve-month horizon and on the basis of a daily interest rate
As part of its financing and cash management activities, the Group
benchmark, primarily through short-term interest rate swaps and
uses derivative instruments to manage its exposure to changes in
short-term currency swaps, without modifying currency exposure.
interest rates and foreign exchange rates. These instruments are
mainly interest rate and currency swaps. The Group may also
Interest rate risk on non-current debt
occasionally use futures contracts and options. These operations
and their accounting treatment are detailed in Notes 14, 15.1 and The Group’s policy consists, according to general corporate needs,
15.2 to the Consolidated Financial Statements. of incurring non-current debt at a floating rate or at a fixed rate,
depending on the interest rates at the time of issue, in dollars or in
Risks relative to cash management operations and to interest rate
euros. Long-term interest rate and currency swaps may be used to
and foreign exchange financial instruments are managed according
hedge bonds at their issuance in order to create a variable or fixed
to rules set by the Group’s senior management, which provide for
rate synthetic debt. In order to partially modify the interest rate
regular pooling of available cash balances, open positions and
structure of the long-term debt, TOTAL may also enter into long-term
management of the financial instruments by the Treasury Department.
interest rate swaps.
Excess cash of the Group is deposited mainly in government
institutions, deposit banks, or major companies through deposits,
Currency exposure
reverse repurchase agreements and purchase of commercial paper.
Liquidity positions and the management of financial instruments are The Group generally seeks to minimize the currency exposure of
centralized by the Treasury Department, where they are managed by each entity to its functional currency (primarily the dollar, the euro,
a team specialized in foreign exchange and interest rate market the pound sterling and the Norwegian krone).
transactions.
For currency exposure generated by commercial activity, the hedging
The Cash Monitoring-Management Unit within the Treasury Department of revenues and costs in foreign currencies is typically performed
monitors limits and positions per bank on a daily basis and results of using currency operations on the spot market and, in some cases,
the Front Office. This unit also prepares marked-to-market valuations on the forward market. The Group rarely hedges future cash flows,
of used financial instruments and, when necessary, performs sensitivity although it may use options to do so.
analysis.
With respect to currency exposure linked to non-current assets,
the Group has a hedging policy of financing these assets in their
Counterparty risk
functional currency.
The Group has established standards for market transactions under
Net short-term currency exposure is periodically monitored against
which bank counterparties must be approved in advance, based on
limits set by the Group’s senior management.
an assessment of the counterparty’s financial soundness (multi-criteria
analysis including a review of market prices and of the Credit Default The non-current debt described in Note 15.1 to the Consolidated
Swap (CDS), its ratings with Standard & Poor’s and Moody’s, which Financial Statements is generally raised by the corporate treasury
must be of high quality, and its overall financial condition). entities either directly in dollars or in euros, or in other currencies
which are then exchanged for dollars or euros through swap issues
An overall authorized credit limit is set for each bank and is allotted
to appropriately match general corporate needs. The proceeds from
among the subsidiaries and the Group’s central treasury entities
these debt issuances are loaned to affiliates whose accounts are
according to their needs.
kept in dollars or in euros. Thus, the net sensitivity of these positions
To reduce the market value risk on its commitments, in particular for to currency exposure is not significant.
swaps set as part of bonds issuance, the Treasury Department has
The Group’s short-term currency swaps, the notional value of which
concluded margin call contracts with counterparties.
appears in Note 15.2 to the Consolidated Financial Statements,
are used to attempt to optimize the centralized cash management of
Short-term interest rate exposure and cash
the Group. Thus, the sensitivity to currency fluctuations which may
Cash balances, which are primarily composed of euros and dollars, be induced is likewise considered negligible.
are managed according to the guidelines established by the Group’s
senior management (to maintain an adequate level of liquidity,
optimize revenue from investments considering existing interest
The impact of changes in interest rates on the cost of debt before tax is as follows:
For the year ended December 31, (M$) 2018 2017 2016
As a result of the policy for the management of currency exposure previously described, the Group’s sensitivity to currency exposure is
primarily influenced by the net equity of the subsidiaries whose functional currency is the euro and the ruble, and to a lesser extent, the pound
sterling, the Norwegian krone.
This sensitivity is reflected in the historical evolution of the currency translation adjustment recorded in the statement of changes in consolidated
shareholders’ equity which, over the course of the last three years, is essentially related to the fluctuation of the euro, the ruble and the pound
sterling and is set forth in the table below:
Dollar/
Dollar/Euro Pound sterling Dollar/Ruble
exchange rates exchange rates exchange rates
Pound Other
As of December 31, 2018 (M$) Total Euro Dollar sterling Ruble currencies
Shareholders’ equity at historical exchange rate 126,953 41,518 59,125 9,077 8,248 8,985
Currency translation adjustment before net investment hedge (11,321) (3,706) - (1,960) (3,892) (1,763)
Net investment hedge – open instruments 8 8 - - - -
Shareholders’ equity at exchange rate as of December 31, 2018 115,640 37,820 59,125 7,117 4,356 7,222
Pound Other
As of December 31, 2017 (M$) Total Euro Dollar sterling Ruble currencies
Shareholders’ equity at historical exchange rate 119,450 44,930 51,674 6,467 7,366 9,013
Currency translation adjustment before net investment hedge (7,908) (1,903) - (1,543) (3,076) (1,386)
Net investment hedge – open instruments 14 14 - - - -
Shareholders’ equity at exchange rate as of December 31, 2017 111,556 43,041 51,674 4,924 4,290 7,627
Pound Other
As of December 31, 2016 (M$) Total Euro Dollar sterling Ruble currencies
Shareholders’ equity at historical exchange rate 112,551 38,645 51,863 5,997 7,227 8,819
Currency translation adjustment before net investment hedge (13,871) (6,845) - (1,978) (3,286) (1,762)
Net investment hedge – open instruments - - - - - -
Shareholders’ equity at exchange rate as of December 31, 2016 98,680 31,800 51,863 4,019 3,941 7,057
Based on the 2018 financial statements, a conversion using rates different from + or – 10% for each of the currencies below would have the
following impact on shareholders equity and net income (Group share):
Pound
As of December 31, 2018 (M$) Euro sterling Ruble
Stock market risk As of December 31, 2018, these lines of credit amounted to
$11,515 million, of which $11,515 million was unused. The agreements
The Group holds interests in a number of publicly-traded companies
for the lines of credit granted to TOTAL S.A. do not contain conditions
(see Note 8 to the Consolidated Financial Statements). The market
related to the Company’s financial ratios, to its financial ratings
value of these holdings fluctuates due to various factors, including
from specialized agencies, or to the occurrence of events that could
stock market trends, valuations of the sectors in which the companies
have a material adverse effect on its financial position. As of
operate, and the economic and financial condition of each individual
December 31, 2018, the aggregate amount of the principal confirmed
company.
lines of credit granted by international banks to Group companies,
Liquidity risk including TOTAL S.A., was $13,191 million, of which $12,599 million
was unused. The lines of credit granted to Group companies other
TOTAL S.A. has confirmed lines of credit granted by international banks,
than TOTAL S.A. are not intended to finance the Group’s general
which are calculated to allow it to manage its short-term liquidity
needs; they are intended to finance either the general needs of the
needs as required.
borrowing subsidiary or a specific project.
Non-current financial debt (notional value excluding interests) - (5,432) (3,966) (5,158) (4,983) (19,910) (39,449)
Current borrowings (13,306) - - - - - (13,306)
Other current financial liabilities (478) - - - - - (478)
Current financial assets 3,654 - - - - - 3,654
Assets and liabilities available for sale or exchange 15 - - - - - 15
Cash and cash equivalents 27,907 - - - - - 27,907
NET AMOUNT BEFORE FINANCIAL EXPENSE 17,792 (5,432) (3,966) (5,158) (4,983) (19,910) (21,657)
Financial expense on non-current financial debt (718) (682) (598) (506) (427) (1,037) (3,968)
Interest differential on swaps (484) (412) (369) (309) (234) (869) (2,677)
NET AMOUNT 16,590 (6,526) (4,933) (5,973) (5,644) (21,816) (28,302)
Non-current financial debt (notional value excluding interests) - (5,930) (5,117) (3,795) (4,959) (20,860) (40,661)
Current borrowings (11,096) - - - - - (11,096)
Other current financial liabilities (245) - - - - - (245)
Current financial assets 3,393 - - - - - 3,393
Assets and liabilities available for sale or exchange - - - - - - -
Cash and cash equivalents 33,185 - - - - - 33,185
NET AMOUNT BEFORE FINANCIAL EXPENSE 25,237 (5,930) (5,117) (3,795) (4,959) (20,860) (15,424)
Financial expense on non-current financial debt (805) (779) (636) (545) (454) (1,093) (4,312)
Interest differential on swaps (193) (223) (257) (245) (198) (681) (1,797)
NET AMOUNT 24,239 (6,932) (6,010) (4,585) (5,611) (22,634) (21,533)
Non-current financial debt (notional value excluding interests) - (4,320) (5,702) (4,952) (3,578) (23,607) (42,159)
Current borrowings (13,920) - - - - - (13,920)
Other current financial liabilities (327) - - - - - (327)
Current financial assets 4,548 - - - - - 4,548
Assets and liabilities available for sale or exchange 140 - - - - - 140
Cash and cash equivalents 24,597 - - - - - 24,597
NET AMOUNT BEFORE FINANCIAL EXPENSE 15,038 (4,320) (5,702) (4,952) (3,578) (23,607) (27,121)
Financial expense on non-current financial debt (799) (783) (682) (552) (465) (1,271) (4,552)
Interest differential on swaps (79) (56) (201) (253) (272) (910) (1,771) 8
NET AMOUNT 14,160 (5,159) (6,585) (5,757) (4,315) (25,788) (33,444)
The following table sets forth financial assets and liabilities related to operating activities as of December 31, 2018, 2017 and 2016 (see Note 14
of the Notes to the Consolidated Financial Statements).
As of December 31, (M$)
ASSETS/(LIABILITIES) 2018 2017 2016
These financial assets and liabilities mainly have a maturity date below one year.
Credit risk The Group is exposed to credit risks in its operating and financing
activities. The Group’s maximum exposure to credit risk is partially
Credit risk is defined as the risk of the counterparty to a contract
related to financial assets recorded on its balance sheet, including
failing to perform or pay the amounts due.
energy derivative instruments that have a positive market value.
The following table presents the Group’s maximum credit risk exposure:
As of December 31, (M$)
ASSETS/(LIABILITIES) 2018 2017 2016
The valuation allowance on accounts receivable, other operating Potential counterparties are subject to credit assessment and
receivables and on loans and advances is detailed in Notes 5 and 6 approval before concluding transactions and are thereafter subject
to the Consolidated Financial Statements. to regular review, including re-appraisal and approval of the limits
previously granted.
As part of its credit risk management related to operating and
financing activities, the Group has developed margining agreements The creditworthiness of counterparties is assessed based on an
with certain counterparties. As of December 31, 2018, the net margin analysis of quantitative and qualitative data regarding financial
call paid amounted to $2,581 million (against $870 million paid as of standing and business risks, together with the review of any relevant
December 31, 2017 and $2,605 million paid as of December 31, third party and market information, such as data published by rating
2016). agencies. On this basis, credit limits are defined for each potential
counterparty and, where appropriate, transactions are subject to
The Group has established a number of programs for the sale of
specific authorizations.
receivables, without recourse, with various banks, primarily to reduce
its exposure to such receivables. As a result of these programs the Credit exposure, which is essentially an economic exposure or an
Group retains no risk of payment default after the sale, but may expected future physical exposure, is permanently monitored and
continue to service the customer accounts as part of a service subject to sensitivity measures.
arrangement on behalf of the buyer and is required to pay to the
Credit risk is mitigated by the systematic use of industry standard
buyer payments it receives from the customers relating to the
contractual frameworks that permit netting, enable requiring added
receivables sold. As of December 31, 2018, the net value of
security in case of adverse change in the counterparty risk, and allow
receivables sold amounted to $6,856 million. The Group has
for termination of the contract upon occurrence of certain events
substantially transferred all the risks and rewards related to
of default.
receivables. No financial asset or liability remains recognized in the
consolidated balance sheet after the date of sale. About the Professionals and Retail Gas and Power Sales activities,
credit risk management policy is adapted to the type of customer
Furthermore, in 2018 the Group conducted several operations of
either through the use of procedures of prepayments and appropriate
reverse factoring for a value of $289 million.
collection, especially for mass customers or through credit insurances
Credit risk is managed by the Group’s business segments as follows: and sureties/guarantees obtaining. For the Professionals segment,
the separation of responsibilities between the commercial and
— Exploration & Production segment
financial teams allows a “a priori” positions risk control.
Risks arising under contracts with government authorities or other oil
— Renewables and Innovation, Energy Efficiency (IEE)
companies or under long-term supply contracts necessary for the
development of projects are evaluated during the project approval Internal procedures for the Renewables division and the Innovation &
process. The long-term aspect of these contracts and the high-quality Energy Efficiency division include rules on credit risk management.
of the other parties lead to a low level of credit risk. Procedures to monitor customer risk are defined at the local level,
especially for SunPower, Saft and Greenflex (rules for the approval
Risks related to commercial operations, other than those described
of credit limits, use of guarantees, monitoring and assessment of the
above (which are, in practice, directly monitored by subsidiaries),
receivables portfolio…).
are subject to procedures for establishing credit limits and reviewing
outstanding balances. — Refining & Chemicals segment
— Gas, Renewables & Power segment — Refining & Chemicals
— Gas & Power activities Credit risk is primarily related to commercial receivables. Internal
procedures of Refining & Chemicals include rules for the management
Trading Gas & Power activities deal with counterparties in the energy,
of credit describing the fundamentals of internal control in this domain.
industrial and financial sectors throughout the world. Financial
Each Business Unit implements the procedures of the activity for
institutions providing credit risk coverage are highly rated international
managing and provisioning credit risk according to the size of the
bank and insurance groups.
subsidiary and the market in which it operates. The principal elements
of these procedures are:
ACCOUNTING POLICIES
Financial instruments related to commodity contracts, including The valuation methodology is to mark-to-market all open positions
crude oil, petroleum products, gas, and power purchase/sales for both physical and paper transactions. The valuations are
contracts within the trading activities, together with the commodity determined on a daily basis using observable market data based
contract derivative instruments such as energy contracts and on organized and over the counter (OTC) markets. In particular
forward freight agreements, are used to adjust the Group’s cases when market data is not directly available, the valuations
exposure to price fluctuations within global trading limits. are derived from observable data such as arbitrages, freight or
According to the industry practice, these instruments are spreads and market corroboration. For valuation of risks which
considered as held for trading. Changes in fair value are recorded are the result of a calculation, such as options for example,
in the statement of income. The fair value of these instruments is commonly known models are used to compute the fair value.
recorded in “Other current assets” or “Other creditors and accrued
liabilities” depending on whether they are assets or liabilities.
(a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.
(b) When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet,
this fair value is set to zero.
(c) Amounts offset in accordance with IAS 32.
(a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.
(b) When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet,
this fair value is set to zero.
(c) Amounts offset in accordance with IAS 32.
(a) Forwards: contracts resulting in physical delivery are accounted for as derivative commodity contracts and included in the amounts shown.
(b) When the fair value of derivatives listed on an organized exchange market (futures, options on futures and swaps) is offset with the margin call received or paid in the balance sheet,
this fair value is set to zero.
(c) Amounts offset in accordance with IAS 32.
Most commitments on crude oil and refined products have a short term maturity (less than one year). The maturity of most Gas,
Renewables & Power division derivatives is less than three years forward.
The changes in fair value of financial instruments related to commodity contracts are detailed as follows:
Fair value as of Impact on Settled Fair value as of
For the year ended December 31, (M$) January 1, income contracts Other December 31,
The fair value hierarchy for financial instruments related to commodity contracts is as follows:
Quoted prices in Prices Prices
active markets for based on based on non
As of December 31, 2018 identical assets observable data observable data
(M$) (level 1) (level 2) (level 3) Total
Crude oil, petroleum products and freight rates activities (303) 20 - (283)
Gas, Renewables & Power activities 424 (638) (201) (415)
TOTAL 121 (618) (201) (698)
Crude oil, petroleum products and freight rates activities (49) (173) - (223)
Gas, Renewables & Power activities 288 128 - 416
TOTAL 239 (45) - 193
Crude oil, petroleum products and freight rates activities (22) 152 - 130
Gas, Renewables & Power activities 409 (191) - 218
TOTAL 387 (39) - 348
Financial instruments classified as level 3 in 2018 consist of long- oil and on the basis of internal assumptions for price evolution beyond
term liquefied natural gas purchase and sales contracts which relate observable horizon, on price renegotiation terms for long-term
to the trading activity. contracts and on uncertainties related to the execution of contracts.
The composition and size of this portfolio of contracts changed in These valuation methods lead to an assessment of the fair value of
2018 compared to 2017 as a result of the acquisition of ENGIE’s the portfolio of contracts over an effective horizon of two years.
activities.
The description of each fair value level is presented in Note 15 to the
The Group values these contracts on the basis of observable inputs Consolidated Financial Statements.
on the forward price of natural gas, liquefied natural gas and crude
These financial instruments are mainly one year term Henry Hub derivatives.
As of December 31, 2018, the ineffective portion of these financial instruments is nil (in 2017 the ineffective portion of these financial
instruments was nil and in 2016, the ineffective portion of these financial instruments was a loss of $5 million).
2018 21 5 12 7
2017 28 4 16 7
2016 25 7 14 22
As part of its gas and power trading activity, the Group also uses an assessment of the market risk arising from possible future changes
derivative instruments such as futures, forwards, swaps and options in market values over a one-day period. The calculation of the range
in both organized and over-the-counter markets. In general, the of potential changes in fair values takes into account a snapshot of
transactions are settled at maturity date through physical delivery. the end-of-day exposures and the set of historical price movements
The Gas division measures its market risk exposure, i.e., potential for the past two years for all instruments and maturities in the global
loss in fair values, on its trading business using a value-at-risk trading business.
technique. This technique is based on an historical model and makes
Gas, Renewables & Power division trading: value-at-risk with a 97.5% probability
As of December 31, (M$) High Low Average Year end
2018 20 3 10 10
2017 13 3 6 4
2016 8 2 4 2
The Group has implemented strict policies and procedures to manage operators, including other oil companies, major energy producers or
and monitor these market risks. These are based on the separation consumers and financial institutions. The Group has established
of control and front-office functions and on an integrated information counterparty limits and monitors outstanding amounts with each
system that enables real-time monitoring of trading activities. counterparty on an ongoing basis.
Limits on trading positions are approved by the Group’s Executive
Committee and are monitored daily. To increase flexibility and encourage
liquidity, hedging operations are performed with numerous independent
8
NOTE 17 Post closing events
There was no post closing event.
As of December 31, 2018, 1,191 entities are consolidated of which 145 are accounted for under the equity method (E).
The table below sets forth the main Group consolidated entities:
Business % Group Country of
segment Statutory corporate name interest Method Country of incorporation operations
Corporate
Albatros 100.00% France France
Elf Aquitaine 100.00% France France
Elf Aquitaine Fertilisants 100.00% France France
Elf Aquitaine Inc. 100.00% United States United States
Elf Forest Products LLC 100.00% United States United States
Etmofina 100.00% Belgium Belgium
Omnium Reinsurance Company S.A. 100.00% Switzerland Switzerland
Pan Insurance Limited 100.00% Ireland Ireland
Septentrion Participations 100.00% France France
Socap S.A.S. 100.00% France France
Société Civile Immobilière CB2 100.00% France France
Sofax Banque 100.00% France France
Total American Services Inc. 100.00% United States United States
Total Capital 100.00% France France
Total Capital Canada Limited 100.00% Canada Canada
Total Capital International 100.00% France France
Total Consulting 100.00% France France
Total Corporate Management (Beijing) Company Limited 100.00% China China
Total Delaware Inc. 100.00% United States United States
Total Développement Régional S.A.S. 100.00% France France
Total Facilities Management Services (TFMS) 100.00% France France
Total Finance 100.00% France France
Total Finance Corporate Services Limited 100.00% United Kingdom United Kingdom
Total Finance Global Services (TOFIG) 100.00% Belgium Belgium
Total Finance international B.V. 100.00% Netherlands Netherlands
Total Finance Nederland B.V. 100.00% Netherlands Netherlands
Total Finance USA Inc. 100.00% United States United States
Total Funding Nederland B.V. 100.00% Netherlands Netherlands
Total Funding Nederland International B.V. 100.00% Netherlands Netherlands
Total Gestion Filiales 100.00% France France
Total Gestion USA 100.00% France France
Total Global Financial Services 100.00% France France
Total Global Human Ressources Services 100.00% France France
Total Global Information Technology Services Belgium 99.98% Belgium Belgium
Total Global IT Services (TGITS) 100.00% France France
Total Global Procurement (TGP) 100.00% France France
Total Global Procurement Belgium S.A. (TGPB) 100.00% Belgium Belgium
Total Global Services Bucharest 99.01% Romania Romania
Total Global Services Philippines 100.00% Philippines Philippines
Total Holding Allemagne 100.00% France France
Total Holdings Europe 100.00% France France
Total Holdings International B.V. 100.00% Netherlands Netherlands
Total Holdings UK Limited 100.00% United Kingdom United Kingdom
Total Holdings USA Inc. 100.00% United States United States
8
Total International NV 100.00% Netherlands Netherlands
Total Learning Solutions (TLS) 100.00% France France
Total Operations Canada Limited 100.00% Canada Canada
Total Overseas Holding (PTY) Limited 100.00% South Africa Netherlands
Total Participations 100.00% France France
Total Petrochemicals & Refining S.A./NV (c) 100.00% Belgium Belgium
Total Petrochemicals & Refining USA Inc. (c) 100.00% United States United States
Total Petrochemicals Security USA Inc. 100.00% United States United States
Total Resources (Canada) Limited 100.00% Canada Canada
Total S.A. - France France
Total Treasury 100.00% France France
Total UK Finance Limited 100.00% United Kingdom United Kingdom
* After the closing of the transaction described in the Note 2.3 of the Notes to the Consolidated Financial Statements.
(a) % of control different from % of interest: 49%.
(b) % of control different from % of interest: 20.02%.
(c) Multi-segment entities.
9.1 Oil and gas information pursuant to FASB Accounting Standards Codification 932 362
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Reserves estimations are performed by experienced geoscientists, — an annual review of affiliates reserves conducted by an internal
engineers and economists under the supervision of each affiliate’s group of specialists selected for their expertise in geosciences
General Management. Staff involved in reserves evaluation are trained and engineering and their knowledge of the affiliate. All members
to follow SEC-compliant internal guidelines and policies regarding of this group, chaired by the Reserves Vice-President (“RVP”) of
criteria that must be met before reserves can be considered as the Development and Support to Operations division and
proved. All of the Group’s proved reserves held in subsidiaries and composed of at least three Technical Reserves Committee
equity affiliates are estimated within the affiliates of the Group with members, are knowledgeable in the SEC guidelines for proved
the exception of the proved reserves held by the equity affiliate PAO reserves evaluation. Their responsibility is to provide an
Novatek. The assessment of the net proved liquids and natural gas independent review of reserves changes proposed by affiliates
reserves of certain properties owned by PAO Novatek was completed and ensure that reserves are estimated using appropriate
as of December 31, 2018, in accordance with the standards applied standards and procedures;
by the Group, based on an independent third-party report from
— at the end of the annual review carried out by the Development
DeGolyer & MacNaughton. These independently assessed reserves
and Support to Operations division, an SEC Reserves Committee
account for 51% of the total net proved reserves TOTAL held in
chaired by the Exploration & Production Senior Vice President
Russia as of December 31, 2018.
Corporate Affairs and comprised of the Development and
The technical validation process relies on a Technical Reserves Support to Operations, Strategy-Business Development-R&D,
Committee that is responsible for approving proved reserves Finance and Legal Senior Vice Presidents as well as the Chairman
variations above a certain threshold and technical evaluations of of the Technical Reserves Committee and the RVP, approves the
reserves associated with an investment decision that requires elements of the SEC reserve booking proposals concerning
approval from the Exploration & Production Executive Committee. criteria that are not dependent upon reservoir and geosciences
The Chairman of the Technical Reserves Committee is appointed by techniques. The results of the annual review and the proposals
the Senior Management of Exploration & Production and its members for including revisions or additions of SEC Proved Reserves are
have expertise in reservoir engineering, production geology, presented to the Exploration & Production Executive Committee
production geophysics, reserves methodology, drilling and development for approval before final validation by the Group’s General
studies. Management and Chief Financial Officer.
An internal control process related to reserves estimation is formalized The reserves evaluation and control process is audited periodically
and involves the following elements: by the Group’s internal auditors.
— a central Reserve Entity the responsibility of which is: to The RVP of the Development and Support to Operations division is
consolidate, document and archive the Group’s reserves; to the technical person responsible for preparing the reserves estimates
ensure coherence of evaluations worldwide; to maintain the for the Group. Appointed by the President of Exploration &
Corporate Reserves Guidelines Standards in line with SEC Production, the RVP supervises the Reserve Entity, chairs the annual
guidelines and policies; to deliver training on reserves evaluation review of reserves, and is a member of the Technical Reserves
and classification; and to conduct periodically in-depth technical Committee and the SEC Reserves Committee. The current RVP has
review of reserves for each affiliate; over 20 years of experience in the oil and gas industry. He previously
held several management positions in the Group in reservoir
engineering and geosciences, and in the field of reserves evaluation
and control process. He holds an engineering degree from École
Centrale Paris, France, and a petroleum engineering degree from
École Nationale Supérieure du Pétrole et des Moteurs (IFP School),
France. He is a member of the UNECE (United Nations Economic
Commission for Europe) Expert Group on Resource Classification,
and an active member of the Society of Petroleum Engineers.
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.3 Proved undeveloped reserves
As of December 31, 2018, TOTAL’s combined proved undeveloped The variations of PUDs due to acquisitions and divestitures consist
reserves (PUDs) of oil and gas were 3,650 Mboe compared to mainly of the acquisition of Maersk Oil assets in Norway (Johan
4,465 Mboe at the end of 2017. Sverdrup) and United Kingdom (Culzean), the acquisition of new
assets in Brazil and the sales of 51% of Martin Linge.
The variation is due to (i) -1247 Mboe converted from PUDs to proved
developed reserves; (ii) +72 Mboe of revisions of previous estimates; The Group’s PUDs that may remain undeveloped for five years or
(iii) -136 Mboe of divestitures. Variations of PUDs not included in more after first disclosure (PUD5+) correspond to the remaining PUD
opening balance correspond to +178 Mboe related to extensions on large scale and complex development projects and to field
and discoveries, +359 Mboe from acquisitions and -40 Mboe development projects for which planning is controlled by capacity
converted from PUDs to proved developed reserves. constrains. Indeed, although the Group has converted significant
amount of reserves associated to large scale and complex projects
In 2018, 910 Mboe of PUDs were converted to proved developed
from PUD5+ into developed reserves in 2018, those projects still
through the start up of production of Timimoun (Algeria), Kaombo
hold PUD5+ that are expected to be developed over time as part of
Norte (Angola), Ichthys (Australia), Forth Hills (Canada), and Egina
initial field development plans or additional development phases.
(Nigeria); 377 Mboe correspond to conversions of PUDs to developed
reserves on other fields. These developments confirm once again In addition, some projects are designed and optimized for a given
the Group’s ability to develop and bring into production similar large production capacity that controls the pace at which the field is
scale and complex projects. developed and the wells are drilled. At production start-up, only a
portion of the proved reserves is developed in order to deliver
In 2018, the cost incurred to develop proved undeveloped reserves
sufficient production potential to meet capacity constraints and
(PUDs) was $8.8 billion, which represented 87% of 2018
contractual obligations.
development costs incurred, and was related to projects located for
the most part in Angola, Nigeria, Australia, Norway, Canada, Brazil, Under these specific circumstances, the Group believes that it is
the United Arab Emirates and the United States. justified to report those PUDs as proved reserves, despite the fact
that some of these PUDs may remain undeveloped for more than
five years.
The following tables present, for oil, bitumen and gas reserves, an on a number of assets, partly compensated by lower entitlement
estimate of the Group’s oil, bitumen and gas quantities by geographic share from production sharing and risked service contracts; and
areas as of December 31, 2018, 2017 and 2016.
— -17 Mboe due to other revisions.
Quantities shown correspond to proved developed and undeveloped
The acquisitions in Europe and Central Asia, and in Middle East and
reserves together with changes in quantities for 2018, 2017 and
North Africa, correspond mainly to the acquired Maersk Oil assets in
2016.
the United Kingdom, Norway, Denmark and Algeria.
The definitions used for proved, proved developed and proved
The acquisitions in the Americas correspond mainly to new assets in
undeveloped oil and gas reserves are in accordance with the revised
Brazil.
Rule 4-10 of SEC Regulation S-X.
The sales in Europe and Central Asia correspond mainly to the sale
All references in the following tables to reserves or production are to
in Norway.
the Group’s entire share of such reserves or production. TOTAL’s
worldwide proved reserves include the proved reserves of its The sales in Asia-Pacific correspond to decrease in interest in
consolidated subsidiaries as well as its proportionate share of the Australia.
proved reserves of equity affiliates.
The extensions in Europe and Central Asia correspond mainly to
Significant changes in proved reserves between 2017 and 2018 are recognition of reserves in Denmark, posterior to the acquisition of
discussed below. Maersk Oil.
For consolidated subsidiaries, the revisions of +450 Mboe for the The extensions in Middle East and North Africa correspond mainly to
year 2018 were due to: recognition of reserves in the United Arab Emirates and Algeria.
— +438 Mboe due to new information obtained from drilling and For equity affiliates, the revisions of +187 Mboe for the year 2018
production history mainly in the United Arab Emirates, the United were mainly due to new information obtained from drilling and
Kingdom and Angola; production history in Russia.
— +29 Mboe due to economic factors as a result of higher yearly The acquisitions in Russia correspond to the acquisition by Novatek
average hydrocarbon prices, including a delayed economic limit of GeoTransGas and the increased interest in Novatek’s share capital.
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels of oil equivalent) (excl. Russia) Russia Africa) Africa Americas Pacific Total
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
Consolidated subsidiaries and equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels of oil equivalent) (excl. Russia) Russia Africa) Africa Americas Pacific Total
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
Consolidated subsidiaries and equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in million barrels) (excl. Russia) Russia Africa) Africa Americas Pacific Total
(a) The tables do not include separate figures for NGL reserves because they represented less than 8.5% of the Group’s proved developed and undeveloped oil reserves in each of the years
2016, 2017 and 2018.
Oil and gas information pursuant to FASB Accounting Standards Codification 932
There are no bitumen reserves for equity affiliates. There are no minority interests for bitumen reserves.
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.4.4 Changes in gas reserves
Consolidated subsidiaries
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in billion cubic feet) (excl. Russia) Russia Africa) Africa Americas Pacific Total
Equity affiliates
Proved developed
and undeveloped reserves Europe and Africa Middle East
Central Asia (excl. North and North Asia-
(in billion cubic feet) (excl. Russia) Russia Africa) Africa Americas Pacific Total
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.5 Results of operations for oil and gas producing activities
The following tables do not include revenues and expenses related to oil and gas transportation activities and LNG liquefaction and
transportation.
Consolidated subsidiaries
2016
(a) Included production taxes and accretion expense as provided by IAS 37 ($507 million in 2016).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $1.943 million before tax and $1.198 million after tax, mainly related to asset impairments.
2017
(a) Included production taxes and accretion expense as provided by IAS 37 ($525 million in 2017).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $3.712 million before tax and $3.305 million after tax, essentially related to asset impairments.
2018
(a) Included production taxes and accretion expense as provided by IAS 37 ($515 million in 2018).
(b) Including adjustment items applicable to ASC 932 perimeter, amounting to a net charge of $1.238 million before tax and $703 million after tax, essentially related to asset impairments.
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Equity affiliates
2016
2017
2018
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.6 Cost incurred
The following tables set forth the costs incurred in the Group’s oil and gas property acquisition, exploration and development activities,
including both capitalized and expensed amounts. They do not include costs incurred related to oil and gas transportation and LNG
liquefaction and transportation activities.
Consolidated subsidiaries
2016
Equity affiliates
2016
(a) Including asset retirement costs capitalized during the year and any gains or losses recognized upon settlement of asset retirement obligation during the year.
(b) Including costs incurred relating to acquisitions of Maerk Oil, Iara and Lapa concessions and Marathon Oil Libya Ltd.
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Consolidated subsidiaries
Equity affiliates
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.8 Standardized measure of discounted future net cash flows (excluding
transportation)
The standardized measure of discounted future net cash flows — future income taxes are computed by applying the year-end
relating to proved oil and gas reserve quantities was developed as statutory tax rate to future net cash flows after consideration of
follows: permanent differences and future income tax credits; and
— estimates of proved reserves and the corresponding production — future net cash flows are discounted at a standard discount rate
profiles are based on existing technical and economic conditions; of 10%.
— the estimated future cash flows are determined based on prices These principles applied are those required by ASC 932 and do not
used in estimating the Group’s proved oil and gas reserves; reflect the expectations of real revenues from these reserves, nor
their present value; hence, they do not constitute criteria for
— the future cash flows incorporate estimated production costs
investment decisions. An estimate of the fair value of reserves should
(including production taxes), future development costs and asset
also take into account, among other things, the recovery of reserves
retirement costs. All cost estimates are based on year-end
not presently classified as proved, anticipated future changes in prices
technical and economic conditions;
and costs and a discount factor more representative of the time
value of money and the risks inherent in reserves estimates.
Consolidated subsidiaries
Future cash inflows 46,212 365 51,677 52,891 21,520 19,209 191,874
Future production costs (15,428) (179) (19,519) (39,108) (14,267) (7,495) (95,996)
Future development costs (15,334) (219) (19,300) (4,995) (5,487) (4,805) (50,140)
Future income taxes (2,599) (1) (7,480) (2,517) (989) (955) (14,541)
Future net cash flows, after income taxes 12,851 (34) 5,378 6,271 777 5,954 31,197
Discount at 10% (5,172) 8 (64) (2,986) (815) (2,666) (11,695)
Standardized measure of discounted
future net cash flows 7,679 (26) 5,314 3,285 (38) 3,288 19,502
Future cash inflows 58,133 420 63,319 67,180 37,203 20,616 246,871
Future production costs (16,644) (221) (18,554) (50,240) (19,372) (5,780) (110,811)
Future development costs (13,302) (115) (15,319) (5,648) (6,337) (4,044) (44,765)
Future income taxes (9,385) (36) (11,403) (4,450) (921) (1,721) (27,916)
Future net cash flows, after income taxes 18,802 47 18,043 6,843 10,572 9,070 63,377
Discount at 10% (8,106) (3) (4,977) (3,065) (6,562) (3,567) (26,280)
Standardized measure of discounted
future net cash flows 10,696 44 13,066 3,778 4,010 5,503 37,097
Future cash inflows 90,506 508 79,258 121,614 41,224 19,936 353,046
Future production costs (21,813) (226) (19,236) (95,749) (21,282) (4,570) (162,876)
Future development costs (17,735) (135) (13,861) (6,656) (6,584) (3,093) (48,064)
Future income taxes (22,486) (63) (16,357) (5,965) (2,322) (2,809) (50,002)
Future net cash flows, after income taxes 28,472 84 29,804 13,244 11,036 9,464 92,104 9
Discount at 10% (11,811) (16) (8,277) (5,469) (5,479) (3,247) (34,299)
Standardized measure of discounted
future net cash flows 16,661 68 21,527 7,775 5,557 6,217 57,805
Oil and gas information pursuant to FASB Accounting Standards Codification 932
Equity affiliates
Oil and gas information pursuant to FASB Accounting Standards Codification 932 9
9.1.9 Changes in the standardized measure of discounted future net cash flows
Consolidated subsidiaries (M$) 2016 2017 2018
Other information
2016
Natural Gas production
available for sale (a) (Bcf) 469 - 180 94 337 471 1,551
2017
Natural Gas production
available for sale (a) (Bcf) 465 - 205 80 432 436 1,618
2018
Natural Gas production
available for sale (a) (Bcf) 480 - 215 91 413 262 1,461
(a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations.
Equity affiliates
2016
Natural Gas production
available for sale (Bcf) (a) - 492 5 173 - - 670
2017
Natural Gas production
available for sale (Bcf) (a) - 461 25 176 - - 662
2018
Natural Gas production
available for sale (Bcf) (a) - 586 26 173 - - 785
(a) The reported volumes are different from those shown in the reserves table due to gas consumed in operations. .
(a)
2016
Oil ($/b) (b) 34.63 30.89 37.77 40.23 23.54 37.89 37.18
Bitumen ($/b) - - - - 10.77 - 10.77
Natural Gas ($/kcf) 4.24 - 1.43 1.20 2.50 4.53 3.48
2017 (a)
Oil ($/b) (b) 47.73 40.94 50.02 52.28 31.69 48.86 49.25
Bitumen ($/b) - - - - 20.77 - 20.77
Natural Gas ($/kcf) 4.51 - 1.45 1.29 2.68 4.99 3.60
(a)
2018
Oil ($/b) (b) 61.71 59.88 67.17 69.56 50.29 66.29 65.72
Bitumen ($/b) - - - - 11.48 - 11.48
Natural Gas ($/kcf) 6.58 - 2.05 2.06 2.89 4.86 4.30
(a) The volumes used for calculation of the average sales prices are the ones sold from the Group’s own production. .
(b) The reported price represents an average aggregate price of prices for crude oil, condensates and NGL. The table does not include separate figures for NGL production prices because
the production of NGL represented less than 7.5% of the Group’s total liquids production in each of the years 2016, 2017 and 2018.
Other information 9
Equity affiliates
2016 (a)
Oil ($/b) (b) - 19.36 - 38.61 28.49 - 32.77
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 1.21 - 1.85 - - 1.43
2017 (a)
Oil ($/b) (b) - 26.28 - 50.03 34.36 - 43.51
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 1.49 2.35 2.23 - - 1.78
2018 (a)
Oil ($/b) (b) - 38.85 - 64.41 50.80 - 56.13
Bitumen ($/b) - - - - - - -
Natural Gas ($/kcf) - 2.38 5.11 5.92 - - 3.26
(a) The volumes used for calculation of the average sales prices are the ones sold from the Group’s own production. .
(b) The reported price represents an average aggregate price of prices for crude oil, condensates and NGL. The table does not include separate figures for NGL production prices because
the production of NGL represented less than 7.5% of the Group’s total liquids production in each of the years 2016, 2017 and 2018.
(a)
2016
Total liquids and natural gas 7.25 10.90 7.20 4.76 5.52 3.78 6.14
Bitumen - - - - 19.03 - 19.03
2017 (a)
Total liquids and natural gas 6.85 9.59 6.05 4.28 5.27 3.72 5.56
Bitumen - - - - 12.06 - 12.06
(a)
2018
Total liquids and natural gas 8.44 9.72 5.27 4.08 6.54 2.97 5.89
Bitumen - - - - 13.69 - 13.69
(a) The volumes of liquids used for this computation are shown in the proved reserves tables of this report. The reported volumes for natural gas are different from those shown in the
reserves table due to gas consumed in operations.
Equity affiliates
(a)
2016
Total liquids and natural gas - 0.88 - 2.92 3.59 - 1.82
Bitumen - - - - - - -
2017 (a) 9
Total liquids and natural gas - 0.95 - 2.88 4.94 - 1.96
Bitumen - - - - - - -
2018 (a)
Total liquids and natural gas - 1.03 - 4.62 6.00 - 2.49
Bitumen - - - - - - -
(a) The volumes of liquids used for this computation are shown in the proved reserves tables of this report. The reported volumes for natural gas are different from those shown in the
reserves table due to gas consumed in operations.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
(1) Article L. 225-102-3 of the French Commercial Code transposes certain provisions set out in Directive 2013/34/UE of the European Parliament and of the Council of June 26, 2013
(chapter 10).
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
9.3.1 Reporting by country and type of Payment
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
EUROPE AND CENTRAL ASIA 1,063,539 - 25,154 799 - 10,442 100,560 1,200,494
Bulgaria - - 169 - - - - 169
Denmark 265,034 - 5,098 - - - - 270,132
Greece - - 258 295 - - - 553
Italy 59 - 336 - - 36 - 431
Kazakhstan 41,081 - - 504 - 10,406 52,838 104,829
Netherlands (37,600) (a) - 1,271 - - - - (36,329)
Norway 567,885 - 7,567 - - - - 575,452
Russia 20,382 - 74 - - - 47,722 68,178
United Kingdom 206,698 - 10,381 - - - - 217,079
AFRICA 3,139,947 - 56,002 152,318 6,188 66,343 2,274,817 5,695,615
Angola 840,918 - 12,521 151,794 - - 2,159,257 3,164,490
Côte d’Ivoire - - 1,590 - - - - 1,590
Democratic Republic of the Congo - - 900 - - 340 - 1,240
Gabon 224,365 - 6,008 425 6,188 21,749 - 258,735
Kenya - - 403 - - 108 - 511
Mauritania - - 2,987 - - - - 2,987
Mozambique - - 2,184 - - - - 2,184
Namibia - - 105 - - - - 105
Nigeria 1,372,888 - 3,523 - - 44,146 111,132 1,531,689
Republic of the Congo 701,776 - 26,400 99 - - 4,428 732,703
Senegal - - 2,396 - - - - 2,396
South Africa - - 274 - - - - 274
Uganda - - (3,289) (b) - - - - (3,289)
MIDDLE EAST AND NORTH AFRICA 7,419,799 - 10,910 1,454,184 - - 2,519,968 11,404,861
Algeria 477,968 - 311 3,059 - - 186,293 667,631
Cyprus - - 541 - - - - 541
Iraq 14,033 - - 1,125 - - - 15,158
Libya 682,510 - - - - - 1,561,280 2,243,790
Oman 324,832 - - - - - 21,766 346,598
Qatar 146,148 - - - - - 750,629 896,777
United Arab Emirates 5,774,308 - 10,058 1,450,000 - - - 7,234,366
AMERICAS 465,204 99,622 45,080 1,975,597 - 582 51,251 2,637,336
Argentina 162,061 - 6,244 2,156 - - - 170,461
Bolivia 214,704 - 1,156 2,018 - 582 32,509 250,969
Brazil 57,412 - 738 1,950,516 - - 18,742 2,027,408
Canada (325) (c) 39,340 24,185 - - - - 63,200
Colombia 5,810 1,387 - - - - - 7,197
France (French Guiana) 3,634 - - - - - - 3,634
Mexico 11,331 - 8,453 - - - - 19,784
United States 10,577 58,895 4,304 20,907 - - - 94,683
ASIA PACIFIC 435,352 - 11,525 52,645 - - 197,317 696,839
Australia 8,340 - - - - - - 8,340
Brunei 32,525 - 10,969 - - - 4,844 48,338
Cambodia - - 190 - - - - 190
9
China 12,293 - - - - - 24,067 36,360
Indonesia 85,939 - - - - - 20,197 106,136
Myanmar 30,951 - - 1,500 - - 148,209 180,660
Papua New Guinea - - 366 - - - - 366
Thailand 265,304 - - 51,145 - - - 316,449
TOTAL 12,523,841 99,622 148,671 3,635,543 6,188 77,367 5,143,913 21,635,145
(a) Includes the refund of taxes due to carry back of losses of 2017.
(b) Includes the refund of stamp duties.
(c) Corresponds to the reimbursement of Alberta Research & Development Tax Credit.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
ALGERIA
Payments per Project
Tin Fouyé Tabankort 62,806 (a) - - - - - 186,293 (b) 249,099
Timimoun 3,338 - - 3,059 - - - 6,397
Groupement Berkine 331,342 (c) - - - - - - 331,342
Tin Fouyé Tabankort II 13,754 - 311 - - - - 14,065
Organisation Orhoud 66,728 (d) - - - - - - 66,728
TOTAL 477,968 - 311 3,059 - - 186,293 667,631
Payments per Government
Direction Générale des Impôts,
Direction des Grandes Entreprises
c/o Sonatrach 460,876 (e) - - - - - - 460,876
Direction Générale des Impôts,
Direction des Grandes Entreprises 7,552 - 311 - - - - 7,863
Agence Nationale pour Valorisation des
Ressources en Hydrocarbures (ALNAFT) 9,540 - - - - - - 9,540
Sonatrach - - - 3,059 - - 186,293 (f) 189,352
TOTAL 477,968 - 311 3,059 - - 186,293 667,631
(a) Corresponds to the valuation of 2,107 kboe at fiscal selling prices for taxes of different natures.
(b) Corresponds to the valuation of 6,357 kboe at fiscal selling prices for production entitlements.
(c) Corresponds to the valuation of 4,849 kboe at fiscal selling prices for taxes of different natures.
(d) Corresponds to the valuation of 930 kboe at fiscal selling prices for taxes of different natures.
(e) Corresponds to the valuation of 7,886 kboe at fiscal selling prices for taxes of different natures.
(f) Corresponds to the valuation of 6,357 kboe at fiscal selling prices for production entitlements.
ANGOLA
Payments per Project
Block 17 596,550 - 9,440 - - - 2,066,516 (a) 2,672,506
Block 0 200,190 - 1,314 1,695 - - - 203,199
Block 14 20,932 - 665 - - - 74,616 (b) 96,213
Block 14k 6,817 - 195 99 - - 4,428 (c) 11,539
Block 16 - - 197 - - - - 197
Block 48 - - 50 150,000 - - - 150,050
Block 32 16,393 - 366 - - - 13,697 (d) 30,456
Block 17/06 9 - 115 - - - - 124
Block 25 25 - 86 - - - - 111
Block 40 2 - 93 - - - - 95
TOTAL 840,918 - 12,521 151,794 - - 2,159,257 3,164,490
Payments per Government
Caixa do Tesouro Nacional 840,918 - 543 - - - - 841,461
Ministério dos Petróleos - - 11,978 99 - - - 12,077
Sonangol, E.P. - - - 151,695 - - 2,159,257 (e) 2,310,952
TOTAL 840,918 - 12,521 151,794 - - 2,159,257 3,164,490
(a) Corresponds to the valuation of 29,465 kboe at the weighted average fiscal price of the year.
(b) Corresponds to the valuation of 1,057 kboe at the weighted average fiscal price of the year.
(c) Corresponds to the valuation of 62 kboe at the weighted average fiscal price of the year.
(d) Corresponds to the valuation of 199 kboe at the weighted average fiscal price of the year.
(e) Corresponds to the valuation of 30,783 kboe at the weighted average fiscal price of the year.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
ARGENTINA
Payments per Project
Neuquen 32,619 - 220 1,036 - - - 33,875
Tierra del Fuego 57,780 - 5,251 1,120 - - - 64,151
Santa Cruz - - 773 - - - - 773
Non-attributable 71,662 - - - - - - 71,662
TOTAL 162,061 - 6,244 2,156 - - - 170,461
Payments per Government
Administracion Federal de Ingresos Publicos 71,662 - - - - - - 71,662
Secretaria de Energia, Republica Argentina 32,849 - 545 - - - - 33,394
Provincia del Neuquen 32,619 - 220 1,036 - - - 33,875
Provincia de Tierra del Fuego 24,931 - 4,969 1,120 - - - 31,020
Provincia de Santa Cruz - - 510 - - - - 510
TOTAL 162,061 - 6,244 2,156 - - - 170,461
AUSTRALIA
Payments per Project
GLNG 8,340 - - - - - - 8,340
TOTAL 8,340 - - - - - - 8,340
Payments per Government
Queensland Government,
Office of State Revenue 8,340 - - - - - - 8,340
TOTAL 8,340 - - - - - - 8,340
BOLIVIA
Payments per Project
Ipati 104,424 - 219 - - 462 - 105,105
Azero - - 590 - - 120 - 710
Aquio 33,109 - 137 - - - - 33,246
Itau 9,427 - 119 - - - - 9,546
San Alberto 13,891 - 31 1,425 - - 4,053 (a) 19,400
San Antonio 53,853 - 60 593 - - 28,456 (b) 82,962
TOTAL 214,704 - 1,156 2,018 - 582 32,509 250,969
Payments per Government
Yacimientos Petroliferos
Fiscales Bolivianos (YPFB) - - 1,156 2,018 - - 32,509 (c) 35,683
Servicio de Impuestos
Nacionales (SIN) c/o YPFB 137,410 - - - - - - 137,410
Departamentos c/o YPFB 77,294 - - - - - - 77,294
Fundesoc c/o
Indigeneous Communities - - - - - 582 - 582
TOTAL 214,704 - 1,156 2,018 - 582 32,509 250,969
(a) Corresponds to the valuation of 219 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.
(b) Corresponds to the valuation of 1,373 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.
(c) Corresponds to the valuation of 1,592 kboe for production entitlements at a fixed regulated price for condensates and on a net-back regulated price for gas.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
BRAZIL
Payments per Project
Foz de Amazonas - - 37 - - - - 37
Ceara (CE-M-661) - - 86 - - - - 86
Xerelete (BC-2) - - 34 - - - - 34
Barreirinhas - - 49 - - - - 49
Espirito Santo - - 33 - - - - 33
Pelotas - - 48 - - - - 48
Lapa/Iara - - - 1,950,516 - - - 1,950,516
Lapa 27,375 - 131 - - - - 27,506
Iara 4,209 - - - - - - 4,209
Sul do Gato do Mato - - 60 - - - - 60
Libra 19,748 - - - - - 18,742 (a) 38,490
Non-attributable 6,080 - 260 - - - - 6,340
TOTAL 57,412 - 738 1,950,516 - - 18,742 2,027,408
Payments per Government
Agencia National de Petroleo,
Gas Natural e Biocombustiveis - - 607 - - - - 607
Pré-sal Petróleo (PPSA) - - - - - - 18,742 (a) 18,742
Instituto Brasileiro do Meio Ambiente e dos
Recursos Naturais Renovaveis (IBAMA) - - 131 - - - - 131
Receita Federal 57,412 - - - - - - 57,412
Petrobras (b) - - - 1,950,516 - - - 1,950,516
TOTAL 57,412 - 738 1,950,516 - - 18,742 2,027,408
(a) Corresponds to the valuation of 272 kboe at the fiscal reference price determined by ANP (Agencia National de Petroleo) for production entitlements.
(b) Petrobras, majority controlled by the Brazilian State as of December 31, 2018.
BRUNEI
Payments per Project
Block B 18,025 - 5 - - - - 18,030
Block CA1 14,500 - 10,964 - - - 4,844 30,308
TOTAL 32,525 - 10,969 - - - 4,844 48,338
Payments per Government
Brunei Government 18,025 - 3,483 - - - - 21,508
Brunei National Petroleum Company Sdn Bhd 14,500 - 7,486 - - - 4,844 26,830
TOTAL 32,525 - 10,969 - - - 4,844 48,338
BULGARIA
Payments per Project
Khan Asparuh - - 169 - - - - 169
TOTAL - - 169 - - - - 169
Payments per Government
Ministry of Energy of Bulgaria - - 169 - - - - 169
TOTAL - - 169 - - - - 169
CAMBODIA
Payments per Project
OCA – zone 3 - - 190 - - - - 190
TOTAL - - 190 - - - - 190
Payments per Government
Ministry of Mines and Energy - - 190 - - - - 190
TOTAL - - 190 - - - - 190
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
CANADA
Payments per Project
Joslyn - - 376 - - - - 376
Surmont (325) (a) 26,655 17,168 - - - - 43,498
Northern Lights - - 67 - - - - 67
Fort Hills - 12,685 6,556 - - - - 19,241
Other oil sands projects - - 6 - - - - 6
Deer Creek - - 12 - - - - 12
TOTAL (325) 39,340 24,185 - - - - 63,200
Payments per Government
Province of Alberta (325) (a) 39,340 2,103 - - - - 41,118
Municipality of Wood Buffalo (Alberta) - - 21,696 - - - - 21,696
Fort McKay First Nations (FMFN) - - 386 - - - - 386
TOTAL (325) 39,340 24,185 - - - - 63,200
CHINA
Payments per Project
Sulige 12,293 (a) - - - - - 24,067 (b) 36,360
TOTAL 12,293 - - - - - 24,067 36,360
Payments per Government
China National Petroleum Company 12,293 (a) - - - - - 24,067 (b) 36,360
TOTAL 12,293 - - - - - 24,067 36,360
(a) Includes the valuation for 11,233 k$ of 374 kboe for taxes of different natures.
(b) Corresponds to the valuation of 800 kboe for production entitlements.
COLOMBIA
Payments per Project
Niscota 5,810 1,387 (a) - - - - - 7,197
TOTAL 5,810 1,387 - - - - - 7,197
Payments per Government
Dirección de Impuestos y aduanas Nacionales 727 - - - - - - 727
Agencia Nacional de Hidrocarburos 5,083 1,387 (a) - - - - - 6,470
TOTAL 5,810 1,387 - - - - - 7,197
(a) Includes the valuation for 1,325 k$ of 23 kboe as royalties, based on the crude oil average selling price.
CÔTE D’IVOIRE
Payments per Project
CI-100 - - 829 - - - - 829
CI-605 - - 761 - - - - 761
TOTAL - - 1,590 - - - - 1,590
Payments per Government
République de Côte d’Ivoire,
Direction Générale des Hydrocarbures - - 1,590 - - - - 1,590
TOTAL - - 1,590 - - - - 1,590
9
CYPRUS
Payments per Project
Block 7 - - 6 - - - - 6
Block 11 - - 277 - - - - 277
Block 6 - - 258 - - - - 258
TOTAL - - 541 - - - - 541
Payments per Government
Ministry of Energy, Commerce,
Industry and Tourism - - 541 - - - - 541
TOTAL - - 541 - - - - 541
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
DENMARK
Payments per Project
Sole Concession Area 265,034 - 5,098 - - - - 270,132
TOTAL 265,034 - 5,098 - - - - 270,132
Payments per Government
Arbejdstilsynet - - 170 - - - - 170
Energistyrelsen - - 224 - - - - 224
Dansk Teknisk Universitet - - 4,704 - - - - 4,704
Skat 265,034 - - - - - - 265,034
TOTAL 265,034 - 5,098 - - - - 270,132
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
GABON
Payments per Project
Concessions (périmètre
Convention d’Etablissement) 20,009 - 4,024 - - 19,338 (a) - 43,371
Concession Anguille 45,976 - - - - - - 45,976
Concession Grondin 32,335 - - - - - - 32,335
Concession Torpille 40,925 - - - - - - 40,925
Atora CEPP 2 - - - - - - 2
Coucal CEPP 1 - - - - - - 1
Avocette CEPP 8 - - - - - 8
Baudroie-Mérou CEPP 51,363 (b) - 1,037 - - 1,877 (a) - 54,277
Hylia II CEPP 3,984 (c) - 372 - - - - 4,356
Diaba CEPP - - 387 425 - - - 812
Rabi CEPP 29,762 (d) - 188 - - 534 (a) - 30,484
Non-attributable - - - - 6,188 - - 6,188
TOTAL 224,365 - 6,008 425 6,188 21,749 - 258,735
Payments per Government
Trésor Public Gabonais 159,941 - 1,406 - - - - 161,347
Direction Générale des Hydrocarbures - - 2,754 425 - - - 3,179
République du Gabon 64,424 (e) - - - 6,188 12,180 - 82,792
Direction Générale des Impôts - - 607 - - - - 607
Ville de Port-Gentil - - 1,241 - - 6,803 - 8,044
Miscellaneous PID beneficiaries - - - - - 666 - 666
Miscellaneous PIH beneficiaries - - - - - 2,100 - 2,100
TOTAL 224,365 - 6,008 425 6,188 21,749 - 258,735
(a) Financing of projects (infrastructure, education, health) under joint control of the State and Total within the framework of the Provision pour Investissements Diversifiés (contribution to
diversified investments) and of the Provision pour Investissements dans les Hydrocarbures (contribution to investments in hydrocarbons).
(b) Includes the valuation for 40,802 k$ of 599 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(c) Includes the valuation for 1,916 k$ of 29 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(d) Includes the valuation for 21,706 k$ of 300 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation of 928 kboe at the official selling price and applying the fiscal terms of the profit sharing agreements.
GREECE
Payments per Project
Block 2 - - 258 295 - - - 553
TOTAL - - 258 295 - - - 553
Payments per Government
Hellenic Hydrocarbon Resources Management - - 258 295 - - - 553
TOTAL - - 258 295 - - - 553
INDONESIA
Payments per Project
Mahakam PSC 74,001 - - - - - 15,815 (a)(b) 89,816
Tengah PSC 5,708 - - - - - 2,068 (c) 7,776
Sebuku PSC 6,230 - - - - - 2,314 (d) 8,544
TOTAL 85,939 - - - - - 20,197 106,136
Payments per Government
Directorate General of Taxation, 9
Ministry of Finance 85,939 - - - - - - 85,939
Satuan Khusus Kegiatan Usaha
Hulu Minyak dan Gas Bumi (SKK Migas) - - - - - - 20,197 (e) 20,197
TOTAL 85,939 - - - - - 20,197 106,136
(a) Disclosed production entitlements correspond to adjustments of 2017 operations done in 2018. Government Production entitlement for export LNG is valued on a net-back price basis
(revenues less costs, such as liquefaction and transportation costs). Production entitlement includes volume of oil taken by the Government to meet domestic obligation. The fees
received from the Government are deducted from the valuation of these volumes.
(b) Includes the valuation at net-back price for 15,799 k$ of 613 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.
(c) Includes the valuation at net-back price for 2,331 k$ of 47 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.
(d) Corresponds to the valuation at net-back price of 63 kboe for production entitlements.
(e) Includes the valuation at net-back price for 20,445 k$ of 723 kboe for production entitlements, partly dedicated to domestic delivery obligations. The indemnity of the government is
deducted from the valuation of these volumes.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
IRAQ
Payments per Project
Halfaya 6,697 - - - - - - 6,697
Sarsang 7,336 (a) - - 1,125 - - - 8,461
TOTAL 14,033 - - 1,125 - - - 15,158
Payments per Government
Ministry of Natural Resources,
Erbil, Kurdistan region of Iraq 7,336 (a) - - 1,125 - - - 8,461
Ministry of Finance,
General Commission of Taxation 6,697 - - - - - - 6,697
TOTAL 14,033 - - 1,125 - - - 15,158
(a) Corresponds to the valuation of 112 kboe based on market prices for taxes of different natures.
ITALY
Payments per Project
Gorgoglione Unified License 59 - 336 - - 36 - 431
TOTAL 59 - 336 - - 36 - 431
Payments per Government
Regione Basilicata - - 309 - - - - 309
Comune Corleto Perticara 59 - 27 - - 36 - 122
TOTAL 59 - 336 - - 36 - 431
KAZAKHSTAN
Payments per Project
Kashagan 41,081 - - 504 - 10,406 22,275 (a) 74,266
Dunga - - - - - - 30,563 30,563
TOTAL 41,081 - - 504 - 10,406 52,838 104,829
Payments per Government
Atyrau and Mangistau regions c/o
North Caspian Operating Company b.v. - - - - - 318 - 318
Atyrau region c/o North
Caspian Operating Company b.v. - - - - - 6,770 - 6,770
Mangistau region c/o North
Caspian Operating Company b.v. - - - - - 3,318 - 3,318
Ministry of Finance 41,081 - - 504 - - 30,563 72,148
Ministry of Energy - - - - - - 22,275 (a) 22,275
TOTAL 41,081 - - 504 - 10,406 52,838 104,829
(a) Corresponds to the valuation of 426 kboe at average net-back prices for production entitlements.
KENYA
Payments per Project
10BA - - 77 - - - - 77
10BB - - 148 - - - - 148
13T - - 21 - - - - 21
L11A - - 53 - - 36 - 89
L11B - - 52 - - 36 - 88
L12 - - 52 - - 36 - 88
TOTAL - - 403 - - 108 - 511
Payments per Government
Kenya Ministry of Energy - - 403 - - - - 403
National Oil Corporation of Kenya - - - - - 108 - 108
TOTAL - - 403 - - 108 - 511
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
LIBYA
Payments per Project
Areas 15, 16 & 32 (Al Jurf) 192,468 (a) - - - - - 248,613 (b) 441,081
Areas 129 & 130 323,464 (c) - - - - - 948,065 (d) 1,271,529
Waha 66,147 - - - - - - 66,147
Areas 130 & 131 100,431 (e) - - - - - 364,602 (f) 465,033
TOTAL 682,510 - - - - - 1,561,280 2,243,790
Payments per Government
National Oil Corporation 66,147 - - - - - 1,561,280 (g) 1,627,427
Ministry of Finance c/o
National Oil Corporation 616,363 (h) - - - - - - 616,363
TOTAL 682,510 - - - - - 1,561,280 2,243,790
(a) Corresponds to the valuation of 2,767 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation of 3,574 kboe at official selling prices and applying the profit sharing agreements.
(c) Corresponds to the valuation of 4,525 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 13,263 kboe at official selling prices and applying the profit sharing agreements.
(e) Corresponds to the valuation of 1,404 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
(f) Corresponds to the valuation of 5,097 kboe at official selling prices and applying the profit sharing agreements.
(g) Corresponds to the valuation of 21,934 kboe at official selling prices and applying the profit sharing agreements.
(h) Corresponds to the valuation of 8,696 kboe at official selling prices and applying the fiscal terms of the profit sharing agreements.
MAURITANIA
Payments per Project
Block C9 - - 170 - - - - 170
Block C7 - - 1,529 - - - - 1,529
Block C18 - - 1,288 - - - - 1,288
TOTAL - - 2,987 - - - - 2,987
Payments per Government
Trésor Public de Mauritanie - - 887 - - - - 887
SMHPM (Société Mauritanienne
des Hydrocarbures et du Patrimoine Minier) - - 900 - - - - 900
Commission Environnementale - - 1,200 - - - - 1,200
TOTAL - - 2,987 - - - - 2,987
MEXICO
Payments per Project
Perdido Block 2 3,121 - 2,393 - - - - 5,514
Block 15 1,019 - 781 - - - - 1,800
Salina 1 2,492 - 1,755 - - - - 4,247
Salina 3 3,445 - 2,656 - - - - 6,101
G-CS-02 (B32) 553 - 364 - - - - 917
AS-CS-06 (B33) 313 - 240 - - - - 553
G-CS-03 (B34) 388 - 264 - - - - 652
TOTAL 11,331 - 8,453 - - - - 19,784
Payments per Government
Servicio de Administracion Tributaria 11,331 - - - - - - 11,331
Fondo Mexicano del Petroleo - - 8,453 - - - - 8,453
TOTAL 11,331 - 8,453 - - - - 19,784
9
MOZAMBIQUE
Payments per Project
Rovuma Basin Area 3 & 6 - - 2,184 - - - - 2,184
TOTAL - - 2,184 - - - - 2,184
Payments per Government
Instituto Nacional de Petroleo - - 2,184 - - - - 2,184
TOTAL - - 2,184 - - - - 2,184
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
MYANMAR
Payments per Project
Blocks M5 and M6 30,951 - - - - - 148,209 (a) 179,160
Block MD4 - - - 500 - - - 500
Block MD7 - - - 1,000 - - - 1,000
TOTAL 30,951 - - 1,500 - - 148,209 180,660
Payments per Government
Myanmar Ministry of Finance 30,951 - - - - - - 30,951
Myanmar Oil and Gas Enterprise - - - 1,500 - - 148,209 (a) 149,709
TOTAL 30,951 - - 1,500 - - 148,209 180,660
(a) Includes the valuation at a net-back price for 78,299 k$ of 2,693 kboe for production entitlements dedicated to domestic delivery obligations.
NAMIBIA
Payments per Government
Block 2912 - - 105 - - - - 105
TOTAL - - 105 - - - - 105
Payments per Government
Ministry of Mines & Energy - - 105 - - - - 105
TOTAL - - 105 - - - - 105
NETHERLANDS
Payments per Project
Offshore Blocks - - 1,271 - - - - 1,271
Non-attributable (37,600) (a) - - - - - - (37,600)
TOTAL (37,600) - 1,271 - - - - (36,329)
Payments per Government
Belastingdienst Nederland (37,600) (a) - 1,271 - - - - (36,329)
TOTAL (37,600) - 1,271 - - - - (36,329)
(a) Includes the refund of taxes due to carry back of losses of 2017.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
NIGERIA
Payments per Project
Joint ventures with NNPC,
operated – Non-attributable - - 2,834 - - 13,947 - 16,781
Joint ventures with NNPC,
non operated – Non-attributable 106,468 - 326 - - 8,940 - 115,734
OML 58 (joint venture with NNPC, operated) 45,705 - - - - - - 45,705
OML 99 Amenam-Kpono
(joint venture with NNPC, operated) 48,288 - - - - - - 48,288
OML 100 (joint venture with NNPC, operated) 33,368 - - - - - - 33,368
OML 102 (joint venture with NNPC, operated) 308,416 - - - - - - 308,416
OML 102 Ekanga
(joint venture with NNPC, non operated) (726) (a) - - - - - - (726)
OML 130 723 - 360 - - - - 1,083
OML 130 PSA (Akpo & Egina) 4,627 - - - - 16,129 - 20,756
OML 118 (Bonga) 103,666 (b) - - - - 4,370 94,900 (c) 202,936
OML 138 (Usan) 35,423 (d) - 3 - - 760 16,232 (e) 52,418
Non-attributable 686,930 (f) - - - - - - 686,930
TOTAL 1,372,888 - 3,523 - - 44,146 111,132 1,531,689
Payments per Government
Federal Inland Revenue Service 699,629 - - - - - - 699,629
Department of Petroleum Resources,
Federal Government of Nigeria 542,242 - 1,308 - - - - 543,550
Niger Delta Development Commission - - - - - 44,146 - 44,146
Nigerian Maritime Administration & Safety
Agency, Federal Government of Nigeria - - 2,212 - - - - 2,212
Nigerian National Petroleum Corporation - - - - - 111,132 (g) 111,132
Federal Inland Revenue Service c/o
Nigerian National Petroleum Corporation 94,566 (h) - - - - - - 94,566
Department of Petroleum Resources c/o
Nigerian National Petroleum Corporation 36,451 (i) - 3 - - - - 36,454
TOTAL 1,372,888 - 3,523 - - 44,146 111,132 1,531,689
(a) Refund resulting from adjustment in final prices applicable to the year 2013.
(b) Includes the valuation for 99,784 k$ of 1,405 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(c) Corresponds to the valuation for 1,302 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(d) Includes the valuation for 31,233 k$ of 443 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation for 226 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(f) This amount includes the tax implications of the provisions of the Modified Carry Agreement (MCA). Under the MCA, Total E&P Nigeria is entitled to recover 85% of the Carry Capital Cost
through claims of capital allowance, described in the MCA as “Carry Tax Relief”. The balance of 15% is to be recovered from NNPC’s share of crude oil produced.
(g) Corresponds to the valuation for 1,528 kboe at average entitlement price and applying the terms of the profit sharing agreements.
(h) Corresponds to the valuation for 1,332 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
(i) Corresponds to the valuation for 516 kboe at average entitlement price and applying the fiscal terms of the profit sharing agreements.
NORWAY
Payments per Project
Martin Linge PL043 - - (243) (a) - - - - (243)
Åsgard area - - 2,773 - - - - 2,773
Ekofisk area - - 2,927 - - - - 2,927
Heimdal area - - 311 - - - - 311
Oseberg area - - 1,038 - - - - 1,038
Snøhvit area - - 472 - - - - 472
Troll area - - 233 - - - - 233
9
Johan Sverdrup - - 56 - - - - 56
Non-attributable 567,885 - - - - - - 567,885
TOTAL 567,885 - 7,567 - - - - 575,452
Payments per Government
Norwegian Tax Administration 567,885 - - - - - - 567,885
Norwegian Petroleum Directorate - - 7,567 - - - - 7,567
TOTAL 567,885 - 7,567 - - - - 575,452
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
OMAN
Payments per Project
Block 6 320,479 - - - - - - 320,479
Block 53 4,353 (a) - - - - - 21,766 (b) 26,119
TOTAL 324,832 - - - - - 21,766 346,598
Payments per Government
Oman Ministry of Oil and Gas - - - - - - 21,766 (b) 21,766
Oman Ministry of Finance 324,832 (c) - - - - - - 324,832
TOTAL 324,832 - - - - - 21,766 346,598
(a) Corresponds to the valuation for 66 kboe at the weighted average selling price and applying the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation for 331 kboe at the weighted average selling price and applying the profit sharing agreements.
(c) Includes the valuation for 4,353 k$ of 66 kboe at the weighted average selling price and applying the fiscal terms of the profit sharing agreements.
QATAR
Payments per Project
Al Khalij 21,381 - - - - - - 21,381
Qatargas 1 49,349 (a) - - - - - 60,004 (b) 109,353
Dolphin 75,418 (c) - - - - - 690,625 (d) 766,043
TOTAL 146,148 - - - - - 750,629 896,777
Payments per Government
Qatar Petroleum - - - - - - 750,629 (e) 750,629
Qatar Ministry of Finance 146,148 (f) - - - - - - 146,148
TOTAL 146,148 - - - - - 750,629 896,777
(a) Corresponds to the valuation of 685 kboe based on the average price of production entitlements and as per the fiscal terms of the profit sharing agreements.
(b) Corresponds to the valuation of 829 kboe based on the average price of production entitlements.
(c) Corresponds to the valuation of 3,325 kboe based on the average price of production entitlements and as per the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 30,542 kboe based on the average price of production entitlements.
(e) Corresponds to the valuation of 31,371 kboe based on the average price of production entitlements.
(f) Includes the valuation for 124,767 k$ of 4,010 kboe based on the average price of the production entitlements and as per the fiscal terms of the profit sharing agreements.
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
(a) Includes the valuation for 29,483 k$ of 414 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(b) Includes the valuation for 9,575 k$ of 133 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(c) Corresponds to the valuation of 5,807 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(d) Corresponds to the valuation of 906 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(e) Corresponds to the valuation of 1,826 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(f) Corresponds to the valuation of 62 kboe at official fiscal prices and applying the profit sharing agreements.
(g) Corresponds to the valuation of 430 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
(h) Corresponds to the valuation of 9,516 kboe at official fiscal prices and applying the fiscal terms of the profit sharing agreements.
RUSSIA
Payments per Project
Kharyaga 20,382 - 74 - - - 47,722 68,178
TOTAL 20,382 - 74 - - - 47,722 68,178
Payments per Government
Nenets Tax Inspection 20,382 - 74 - - - - 20,456
Ministry of Energy - - - - - - 47,722 47,722
TOTAL 20,382 - 74 - - - 47,722 68,178
SENEGAL
Payments per Project
ROP - - 2,396 - - - - 2,396
TOTAL - - 2,396 - - - - 2,396
Payments per Government
Société des Pétroles du Sénégal - - 2,396 - - - - 2,396
TOTAL - - 2,396 - - - - 2,396
SOUTH AFRICA
Payments per Project
Blocks 11b and 12b - - 68 - - - - 68
Block South Outeniqua - - 206 - - - - 206
TOTAL - - 274 - - - - 274
Payments per Government
Petroleum Agency South Africa (PASA) - - 124 - - - - 124 9
Upstream Training Trust (UTT) - - 150 - - - - 150
TOTAL - - 274 - - - - 274
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
THAILAND
Payments per Project
Bongkot 265,298 - - 51,145 - - - 316,443
G12/48 6 - - - - - - 6
TOTAL 265,304 - - 51,145 - - - 316,449
Payments per Government
Revenue Department 158,598 - - - - - - 158,598
Department of Mineral Fuels,
Ministry Of Energy 106,706 - - - - - - 106,706
Ministry Of Energy - - - 51,145 - - - 51,145
TOTAL 265,304 - - 51,145 - - - 316,449
UGANDA
Payments per Project
Block EA-1 - - 90 - - - - 90
Block EA-1A - - 67 - - - - 67
Block EA-2 - - (3,631) (a) - - - - (3,631)
Block EA-3 - - 185 - - - - 185
TOTAL - - (3,289) - - - - (3,289)
Payments per Government
Ministry of Energy and Mineral Development - - 411 - - - - 411
Uganda Revenue Authority - - (3,700) (a) - - - - (3,700)
TOTAL - - (3,289) - - - - (3,289)
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code) 9
License License Infrastructure Production Total of
(in k$) Taxes Royalties fees bonus Dividends improvements entitlements Payments
UNITED KINGDOM
Payments per Project
Northern North Sea - - 1,980 - - - - 1,980
Central Graben Area - - 973 - - - - 973
Markham Area - - 144 - - - - 144
Greater Laggan Area - - 4,561 - - - - 4,561
Eastern North Sea - - 2,568 - - - - 2,568
Culzean - - 3 - - - - 3
Non-attributable 206,698 - 152 - - - - 206,850
TOTAL 206,698 - 10,381 - - - - 217,079
Payments per Government
HM Revenue & Customs 206,698 - - - - - - 206,698
Crown Estate - - 152 - - - - 152
Oil and Gas Authority - - 10,229 - - - - 10,229
TOTAL 206,698 - 10,381 - - - - 217,079
Report on the payments made to governments (Article L. 225-102-3 of the French Commercial Code)
UNITED STATES
Payments per Project
Tahiti - 42,573 - - - - - 42,573
Barnett Shale 7,415 16,322 - - - - - 23,737
Utica 2,271 - - - - - - 2,271
Gulf of Mexico - - 4,304 20,907 - - - 25,211
Jack 841 - - - - - - 841
Non-attributable 50 - - - - - - 50
TOTAL 10,577 58,895 4,304 20,907 - - - 94,683
Payments per Government
Office of Natural Resources Revenue - 42,573 4,304 20,907 - - - 67,784
State of Ohio 624 - - - - - - 624
Johnson County Tax Assessor 1,716 - - - - - - 1,716
Tarrant County Tax Assessor 3,313 - - - - - - 3,313
Texas State Comptroller’s Office 2,207 - - - - - - 2,207
City of Fort Worth - 6,637 - - - - - 6,637
Dallas/Fort Worth International Airport Board - 2,145 - - - - - 2,145
City of Arlington - 1,282 - - - - - 1,282
Tarrant Regional Water District - 941 - - - - - 941
State of Texas - 511 - - - - - 511
City of North Richland Hills - 473 - - - - - 473
Fort Worth Independent School District - 448 - - - - - 448
Burleson Independent School District - 315 - - - - - 315
Arlington Independent School District - 317 - - - - - 317
Harrison County 590 - - - - - - 590
Carroll County 903 - - - - - - 903
Birdville Independent School District - 766 - - - - - 766
Tarrant County College - 550 - - - - - 550
City of Grand Prairie - 307 - - - - - 307
Kennedale Independent School District - 236 - - - - - 236
Tarrant County AAAA - 191 - - - - - 191
Grapevine-Colleyville Tax Office 179 - - - - - - 179
Louisiana Revenue Service 891 - - - - - - 891
Columbiana County 154 - - - - - - 154
City of Cleburne - 401 - - - - - 401
City of Burleson - 245 - - - - - 245
Mansfield Independent School District - 170 - - - - - 170
Crowley Independent School District - 147 - - - - - 147
City of Crowley - 139 - - - - - 139
White Settlement Independent School District - 101 - - - - - 101
TOTAL 10,577 58,895 4,304 20,907 - - - 94,683
(1) Liquid and gas volumes are reported at international standard metric conditions (15°C and 1 atm).
(2) Natural gas is converted to barrels of oil equivalent using a ratio of cubic feet of natural gas per one barrel. This ratio is based on the actual average equivalent energy content of TOTAL’s
natural gas reserves during the applicable periods, and is subject to change. The tabular conversion rate is applicable to TOTAL’s natural gas reserves on a Group-wide basis.
A C
acreage capacity of treatment
Areas in which mining rights are exercised. Annual crude oil treatment capacity of the atmospheric distillation
units of a refinery.
adjusted results
carbon capture, use and storage (CCUS)
Results using replacement cost, adjusted for special items, excluding
the impact of changes for fair value. Technologies designed to reduce GHG emissions by capturing
(C) CO2 and then compressing and transporting it either to use (U) it
API degree
for various industrial processes (e.g., enhanced recovery of oil or
Scale established by the API to measure oil density. A high API gas, production of chemical products), or to permanently store (S) it
degree indicates light oil from which a high yield of gasoline can be in deep geological formations.
refined.
catalysts
appraisal (delineation)
Substances that increase a chemical reaction speed. During the
Work performed after a discovery for the purpose of determining the refining process, they are used in conversion units (reformer,
boundaries or extent of an oil or gas field or assessing its reserves hydrocracker, catalytic cracker) and desulphurization units. Principal
and production potential. catalysts are precious metals (platinum) or other metals such as
nickel and cobalt.
asset retirement (site restitution)
coal bed methane
Companies may have obligations related to well-abandonment,
dismantlement of facilities, decommissioning of plants or restoration Natural gas present in coal seams.
of the environment. These obligations generally result from
cogeneration
international conventions, local regulations or contractual obligations.
Simultaneous generation of electrical and thermal energies from a
associated gas
combustible source (gas, fuel oil or coal).
Gas released during oil production.
coker (deep conversion unit)
association/consortium/joint venture:
Unit that produces light products (gas, gasoline, diesel) and coke
Terms used to generally describe a project in which two or more through the cracking of distillation residues.
entities participate. For the principles and methods of consolidation
commercial gas
applicable to different types of joint arrangements according to IFRS,
refer to Note 1 to the Consolidated Financial Statements. Gas produced by the upstream facilities and sent directly or indirectly
to the gas market.
B
concession contract
barrel
Exploration and production contract under which a host country
Unit of measurement of volume of crude oil equal to 42 U.S. gallons grants to an oil and gas company (or a consortium) the right to
or 159 liters. explore a geographic area and develop and produce potential
reserves. The oil and gas company (or consortium) undertakes the
barrel of oil equivalent (boe)
execution and financing, at its own risk, of all operations. In return, it
Conventional unit for measuring the energy released by a quantity of is entitled to the entire production.
fuel by relating it to the energy released by the combustion of a
condensate
barrel of oil.
Light hydrocarbon substances produced with natural gas that
biochemical conversion
exist – either in a gaseous phase or in solution – in the oil and gas
Conversion of carbon resources through biological transformation under the initial pressure and temperature conditions in the reservoir,
(reactions involving living organisms). Fermentation of sugar into and which are recovered in a liquid state in separators, on-site
ethanol is an example. facilities or gas treatment units.
biofuel condensate splitter
Liquid or gaseous fuel that can be used for transport and produced Unit that distillates condensates upstream of a refining or
from biomass, and meeting criteria of reducing GHG compared to petrochemical units.
the fossil reference.
consortium
biomass
Refer to the definition above of “association/consortium/joint venture”.
All organic matter from vegetal or animal sources.
conversion
bitumen
Refining operation aimed at transforming heavy products (heavy fuel
Sometimes referred to as natural bitumen, is petroleum in a solid or oil) into lighter or less viscous products (e.g., gasoline, jet fuels).
semi-solid state in natural deposits. In its natural state, it usually
cost oil/gas
contains sulfur, metals, and other non- hydrocarbons. Bitumen has a
viscosity greater than 10,000 centipoise measured at original In a production sharing contract, the portion of the oil and gas
temperature in the deposit and atmospheric pressure, on a gas free production made available to the contractor (contractor group) and
basis. contractually reserved for reimbursement of exploration, development,
operation and site restitution costs (“recoverable” costs). The
Brent
reimbursement may be capped by a contractual stop that
Quality of crude oil (38° API) produced in the North Sea, at the Brent corresponds to the maximum share of production that may be
fields. allocated to the reimbursement of costs.
brownfield project
Project concerning developed existing fields.
cracking ethane
Refining process that entails converting the molecules of large, A colorless, odorless combustible gas of the alkanes class composed
complex, heavy hydrocarbons into simpler, lighter molecules using of two carbon atoms found in natural gas and petroleum gas.
heat, pressure and, in some cases, a catalyst. A distinction is made
ethanol
between catalytic cracking and steam cracking, which uses heat
instead of a catalyst. Cracking then produces ethylene and propylene, Also commonly called ethyl alcohol or alcohol, ethanol is obtained
in particular. through the fermentation of sugar (beetroot, sugarcane) or starch
(grains). Ethanol has numerous food, chemical and energy (biofuel)
crude oil
applications.
A mixture of compounds (mainly pentanes and heavier hydrocarbons)
ethylene/propylene
that exists in a liquid phase at original reservoir temperature and
pressure and remains liquid at atmospheric pressure and ambient Petrochemical products derived from cracking naphtha and used
temperature. mainly in the production of polyethylene and polypropylene, two
plastics frequently used in packaging, the automotive industry,
D household appliances, healthcare and textiles.
Dated Brent
F
A market term representing the minimum value of physical cargoes
fair value
of Brent, Forties, Oseberg, or Ekofisk crude oil, loading between the
10th and the 25th day forward. Dated Brent prices are used, directly Fair value is the price that would be received to sell an asset or paid
and indirectly, as a benchmark for a large proportion of the crude oil to transfer a liability in a transaction under normal conditions between
that is traded internationally. market participants at the measurement date.
debottlenecking farm-in (or farm-out)
Change made to a facility to increase its production capacity. Acquisition (or sale) of all or part of a participating interest in an oil
and gas mining property by way of an assignment of rights and
desulphurization unit
obligations in the corresponding permit or license and related
Unit in which sulphur and sulphur compounds are eliminated from contracts.
mixtures of gaseous or liquid hydrocarbons.
farnesane
development
A hydrocarbon molecule containing 15 carbon atoms, which can be
Operations carried out to access the proved reserves and set up the used to produce fuel or chemical compounds.
technical facilities for extraction, processing, transportation and
FEED studies (front-end engineering design)
storage of the oil and gas: drilling of development or injection wells,
platforms, pipelines, etc. Studies aimed at defining the project and preparing for its execution.
In the TOTAL process, this covers the pre-project and basic
distillates
engineering phases.
Products obtained through the atmospheric distillation of crude oil or
FLNG (floating liquefied natural gas)
through vacuum distillation. Includes medium distillate such as
aviation fuel, diesel fuel and heating oil. Floating unit permitting the liquefaction of natural gas and the storage
of LNG.
E
fossil energies
effective tax rate
Energies produced from oil, natural gas and coal.
(Tax on adjusted net operating income)/(adjusted net operating
FPSO (floating production, storage and offloading)
income – income from equity affiliates – dividends received from
investments – impairment of goodwill + tax on adjusted net operating Floating integrated offshore unit comprising the equipment used to
income). produce, process and store hydrocarbons and offload them directly
to an offshore oil tanker.
effect of changes in fair value
FSRU (floating storage and regasification unit)
The effect of changes in fair value presented as an adjustment item
reflects, for some transactions, differences between internal measures Floating unit permitting the regasification and the storage of natural
of performance used by TOTAL’s Executive Committee and the gas.
accounting for these transactions under IFRS. IFRS requires that
trading inventories be recorded at their fair value using period-end G
spot prices. In order to best reflect the management of economic
gearing ratio
exposure through derivative transactions, internal indicators used to
measure performance include valuations of trading inventories based Net Debt/(Net debt + shareholders equity Group share +
on forward prices. Furthermore, TOTAL, in its trading activities, enters Non-controlling interests).
into storage contracts, the future effects of which are recorded at fair
greenfield project
value in the Group’s internal economic performance. IFRS precludes
recognition of this fair value effect. Project concerning fields that have never been developed.
energy mix gross investments
The various energy sources used to meet the demand for energy. Investments including acquisitions and increases in non-current loans.
ERMI (European Refining Margin Indicator)
H
A Group indicator intended to represent the margin after variable
hydraulic fracturing
costs for a hypothetical complex refinery located around Rotterdam
in Northern Europe that processes a mix of crude oil and other inputs Technique that involves fracturing rock to improve its permeability.
commonly supplied to this region to produce and market the main
hydrocarbons
refined products at prevailing prices in this region. The indicator
margin may not be representative of the actual margins achieved by Molecules composed principally of carbon and hydrogen atoms.
the Group in any period because of TOTAL’s particular refinery They can be solid such as asphalt, liquid such as crude oil or gaseous
configurations, product mix effects or other company-specific such as natural gas. They may also include compounds with sulphur,
operating conditions. nitrogen, metals, etc.
polymers R
Molecule composed of monomers bonded together by covalent refining
bonds, such as polyolefins obtained from olefins or starch and
The various processes used to produce petroleum products from
proteins produced naturally.
crude oil (e.g., distillation, reforming, desulphurization, cracking).
pre-dividend organic cash breakeven
renewable energies
Brent price for which the operating cash flow before working capital
An energy source the inventories of which can be renewed or are
changes covers the organic investments.
inexhaustible, such as solar, wind, hydraulic, biomass and geothermal
price effect energy.
The impact of changing hydrocarbon prices on entitlement volumes reserve life
from production sharing contracts and on economic limit dates.
Synthetic indicator calculated from data published under ASC 932.
production costs Ratio of the proved reserves at the end of the period to the production
of the past year.
Costs related to the production of hydrocarbons in accordance with
FASB ASC 932-360-25-15. reserves
production plateau Estimated remaining quantities of oil and gas and related substances
expected to be economically producible, as of a given date, by
Expected average stabilized level of production for a field following
application of development projects to known accumulations.
the production build-up.
reservoirs
production sharing contract/agreement (PSC/PSA)
Porous, permeable underground rock formation that contains oil or
Exploration and production contract under which a host country or,
natural gas.
more frequently, its national company, transfers to an oil and gas
company (the contractor) or a consortium (the contractor group) the resource acquisitions
right to explore a geographic area and develop the fields discovered.
Acquisition of a participating interest in an oil and gas mining property
The contractor (or contractor group) undertakes the execution and
by way of an assignment of rights and obligations in the
financing, at its own risk, of all operations. In return, it is entitled to a
corresponding permit or license and related contracts, with a view to
portion of the production, called cost oil/gas, to recover its costs and
producing the recoverable oil and gas.
investment. The remaining production, called profit oil/gas, is then
shared between the contractor (contractor group), and the national return on average capital employed (ROACE)
company and/or host country.
Ratio of adjusted net operating income to average capital employed
project at replacement cost between the beginning and the end of the period.
As used in this document, “project” may encompass different meanings, return on equity (ROE)
such as properties, agreements, investments, developments, phases,
Ratio of adjusted consolidated net income to average adjusted
activities or components, each of which may also informally be
shareholders’ equity (after distribution) between the beginning and
described as a “project”. Such use is for convenience only and is not
the end of the period. Adjusted shareholders’ equity for a given
intended as a precise description of the term “project” as it relates to
period is calculated after distribution of the dividend (subject to
any specific governmental law or regulation.
approval by the Shareholders’ Meeting).
proved permit
Risked service contract
Permit for which there are proved reserves.
Service contract where the contractor bears the investments and the
proved reserves (1P reserves) risks. The contractor usually receives a portion of the production to
cover the refund of the investments and the related interests, and a
Proved oil and gas reserves are those quantities of oil and gas,
monetary remuneration linked to the performance of the field.
which, by analysis of geoscience and engineering data, can be
estimated with certainty of 90% to be economically producible from
S
a given date forward, from known reservoirs, and under existing
economic conditions, operating methods, and government seismic
regulations, prior to the time at which contracts providing the right to
Method of exploring the subsoil that entails methodically sending
operate expire, unless evidence indicates that renewal is reasonably
vibration or sound waves and recording their reflections to assess
certain, regardless of whether deterministic or probabilistic methods
the type, size, shape and depth of subsurface layers.
are used for the estimation.
shale gas
proved developed reserves
Natural gas in a source rock that has not migrated to a reservoir.
Proved developed oil and gas reserves are proved reserves that can
be expected to be recovered (i) through existing wells with existing shale oil
equipment and operating methods or in which the cost of the required
Oil in a source rock that has not migrated to a reservoir.
equipment is relatively minor compared to the cost of a new well;
and (ii) through installed extraction equipment and infrastructure sidetrack
operational at the time of the reserves estimate if the extraction is by
Well drilled from a portion of an existing well (and not by starting from
means not involving a well.
the surface). It is used to get around an obstruction in the original
proved undeveloped reserves well or resume drilling in a new direction or to explore a nearby
geological area.
Proved undeveloped oil and gas reserves are proved reserves that
are expected to be recovered with new investments (new wells on silicon
undrilled acreage, or from existing wells where a relatively major
The most abundant element in Earth’s crust after oxygen. It does not
expenditure is required for recompletion, surface facilities).
exist in a free state but in the form of compounds such as silica,
which has long been used as an essential element of glass.
[REDACTED SECTION: CERTAIN TEXT HAS BEEN REDACTED.]
Polysilicon (or crystalline silicon), which is obtained by purifying silicon
and consists of metal-like crystals, is used in the construction of
photovoltaic solar panels, but other minerals or alloys may be used.
special items
Due to their unusual nature or particular significance, certain
transactions qualifying as “special items” are excluded from the
business segment figures. In general, special items relate to
transactions that are significant, infrequent or unusual. In certain
instances, transactions such as restructuring costs or asset disposals,
which are not considered to be representative of the normal course
of business, may qualify as special items although they may have
occurred in prior years or are likely to recur in following years.
steam cracker
A petrochemical plant that turns naphtha and light hydrocarbons
into ethylene, propylene, and other chemical raw materials.
T
thermochemical conversion
Conversion of carbon energy sources (gas, coal, biomass,
waste, CO2) through thermal transformation (chemical reactions
controlled by the combined action of temperature, pressure and often
of a catalyst). Gasification is an example.
tight gas
Natural gas trapped in very low-permeable reservoir.
turnaround
Temporary shutdown of a facility for maintenance, overhaul and
upgrading.
U
unconventional hydrocarbons
Oil and gas that cannot be produced or extracted using conventional
methods. These hydrocarbons generally include shale gas, coal bed
methane, gas located in very low-permeable reservoirs, methane
hydrates, extra heavy oil, bitumen and liquid or gaseous hydrocarbons
generated during pyrolysis of oil shale.
unitization
Creation of a new joint venture and appointment of a single operator
for the development and production as single unit of an oil or gas
field involving several permits/licenses or countries.
unproved permit
Permit for which there are no proved reserves.
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