French State in TotalFina

[dawnstar@xxxxxxxxxxxxx]

There have been some queries about the role and part of the French state
in the recent rerorganisation of TOTAL following the TotalFina merger,
which added four Petrofina directors to the board, including Baron
Frère, the very powerful belgium. The agreements between Total Fina and
the French state will expire on March 14, 2000. It remains to be seen if
this transfer of public biens (holdings, stake, property) to the private
sector will be considered a carefully organised theft by capitalist
theives or a successful transformation of state and interests into a
modern consortium of international institutional and private
shareholders. Unfortunately, as the French media and politicians are
making little or no effort to get at the truth, despite the walls that
shield transparecy, the trend is toward a combination of the two, legal
theft interpretted as the french economony undering liberal
modernisation through the hands of the politically astute elite. The
recent parliamentary inquiry into the oil and gas activity was a sort of
last gasp gesture in a country where some members of the divided left
still felt the need to reject the state and government line. But in
reading the report, it is a very weak document and approaches nothing of
the detail of the ILO or US government investigation into TOTAL in
Burma. And one really has to not only pose but also answer the question,
after all these years, with so much documentation available, why this is
so.

The State representative on the TF board referred to here, is none other
than DIDIER HOUSSIN, directeur des matieres premieres et des
hydrocarbures au secretariat d'Etat à l'Industrie (Hydrocarbon
Department Ministry of Economy, Finance and Industry, Junior Minister's
Office of Industry) , who met the French parlimentary commission 25
november 1998, the sam day when M Daniel Vallot was giving his
summmation to the French Senate on Total's excellent performance, the
same day that Jacques Lang, president of the National Assembly was
pledging is undying sympathy to Daw Aung San Suu Kyi and the Burma
freedom struggle, the same man who now oversaw the reading of the Fr oil
and gas parliamentary rapport this past Wednesday.
Houssin was nominated to the Total board october 1997. Incidently, each
TF director must hold 800 shares. (In Elf, the bylaws state, only ten
shares per director, but of course they each hold thousands)

Financial documents reveal that: "The representative of the French State
has the power to approve the appointment of the Chairman of the Board of
Directors (sic it is not clear if by French state it means the President
or the Government and then by what process in the government this
approval is manifest, let us assume agreement between the prime minister
and president, jospin and chirac, respectively giving ok to thierry
desmarest and not interferring in the director decisions, not going
against the tide of corporate interests). If the representative refuses
to approve the appointment, the French Government has the power to eithr
ocnfirm the refusal or approve the appointment. If the Grench Government
takes no action within 15 days, approval is deemed tohave been given.
The approval of the French State is not required, however, for renewal
of the Chairman's term. 

The French State representative also has the right to suspend
implementation of any decision of the Board of Directors or
shareholders' meting which the represenative believes would affect the
rights of the rench State arising out of the agreements between Total
Fna and the French State and to refer that decision to the French
Government which can require a second deliberation. (As you saw, Jospin
and the Finance minister were quick to approve the bid by TF for Elf,
and in fact Desmarest of Total flew on the prime ministers plane to
Moscow to get his ear.) 

With respect to matters within the authority  of the board of directors,
and relating to the control of TF, changes to specified provisions of
the Bylaws relating to the powers of the representative of the French
State, foreign policy or national security (get this) if the parties
continueto disagree after a second deliberation, the matter will be
submitted to arbitration by the vice president of the Council of State
(Conseil d'Etat -this is linked closely to the National Assembly, purely
for an advisory opinion, and also gives its opinion to the Senate, in
both cases, in both cases, to continue th process, it would pass into
debate etc, a very complicated and elaborate parliamentary institutional
procedure). With respect to matters withn the authority of the
shareholders' meeting and relating to the control of TF, or the poers of
the rep of the Fr State, the rep of the French State may request that
resolution on such matter be passed by a 3/4 majority. 

No prior approval by any French Minister or third party is required to
acquire or hold any percentage of TF share capital.

TF directors hold three year terms.