TOTAL NIGERIA PLC ANNUAL REPORT 2013

Total is committed to institutionalizing the principles of corporate governance and ethical business practices.

We have always adopted a responsible attitude towards corporate governance and issues of corporate social responsibility in Nigeria. The Company conducts its business with integrity and pays due regard to the laws of Nigeria and the legitimate interest of its stakeholders. The Board is continually reviewing corporate governance standards and procedures in line with international best practices.

THE BOARD OF DIRECTORS As currently constituted, the Board of Directors comprises the Chairman, the Managing Director, the Executive Director, Finance and Development as well as seven other Non-Executive Directors. The positions of the Chairman and that of Managing Director are held by different persons. In accordance with the provisions of the Company’s Articles of Association, the Board is mandated to manage the business and affairs of the Company except as required by statute or the Articles to be exercised by the Company in the general meeting.

The Directors of Total are well established in various fields of endeavour and bring a wealth of experience to bear on the activities of the Board.

Roles and Responsibilities of the Board of Directors The Board is responsible for ensuring that the Company is properly managed and meets its strategic objectives. The Directors act in good faith, with due diligence and care and in the best interest of the Company. The Board in discharging its duties, adopts best international practice principles in line with laid down regulations.

The responsibilities of the Board include: a) Articulation and formation of Strategy; b) Formulation of policies and overseeing the management and conduct of business; c) Formulation and management of risk framework; d) Succession planning and the appointment, training, remuneration and replacement of board members and senior management; e) Overseeing the effectiveness and adequacy of internal control systems; f) Performance monitoring and appraisal; g) Overseeing the maintenance of the Company’s communication and information dissemination policy; h) Ensuring effective communication with shareholders; i) Ensuring the integrity of financial reports; j) Ensuring that ethical standards are maintained; and k) Ensuring compliance with all laws and regulation.

Board Appointment, Induction and Training Once a vacancy on the Board of Directors is declared, curriculum vitae of suitable candidates (depending on the required experience, competencies and skills set) are obtained and reviewed, interviews are conducted and a recommendation is made to the Board of Directors. Appointment is by the Board of Directors.

Subsequently, Directors appointed by the Board are presented to shareholders at the next Annual General Meeting for election. Board members undergo an induction and training from time to time. To ensure effective management of the Company, Directors regularly attend relevant seminars designed to expose them to new trends in governance and organizational development. The Board of Directors is able to retain external counsel for independent advice.

Board Evaluation The Board did not undertake any formal evaluation of its performance, individual or collective in the year under review. A process exists for following up on all matters of concern or potential improvement which may arise when an evaluation process is carried out.