Composition and Operation of Board of Directors

Grande table de réunion de la salle du Conseil, Tour Coupole

The role of the Board of Directors is in particular to define the strategic orientations of TotalEnergies, with the support of four committees (the Audit Committee, the Governance and Ethics Committee, the Compensation Committee and the Strategy & CSR Committee). It is composed of 14 directors1, including 9 independent directors. The Board offers a diverse and synergistic range of experience, nationalities and cultures and takes into account the interests of all the shareholders.

1 Composition of the Board of Directors as of March 13, 2024.

14
members of the Board of Directors
97.6%
Directors’ average attendance rate at Board meetings in 2023
9
meetings held in 2023

A mobilized Board of Directors at the service of the Company's ambition

The Board of Directors defines TotalEnergies’ strategic vision and supervises its implementation in accordance with the corporate interest of the Corporation, by taking into consideration the social and environmental challenges of its business activities.

It approves investments or divestments for amounts greater than 3% of shareholders’ equity and it is informed of those greater than 1%. The Board may address any issue related to the Company’s operations. It monitors the management of both financial and extra-financial matters and ensures the quality of the information provided to shareholders and financial markets.

The Board of Directors is assisted by the four committees it has created: the Audit Committee, the Governance and Ethics Committee, the Compensation Committee, and the Strategy & CSR Committee. The duties of the Board of Directors and of the Committees are described in the rules of procedures of the Board of Directors.

The composition of the Board of Directors reflects the diversity and complementary of experience, skills, nationalities and cultures that are critical to addressing the interests of all of the Company’s shareholders and stakeholders.

Read the rules of procedure of the Board of Directors

Complementary skills to meet strategic challenges of the Company

The Governance and Ethics Committee conducts its work within the framework of a formal procedure so as:

  • to ensure that the directors’ skills are complementary, and their backgrounds are diverse;
  • to maintain an overall proportion of independent members that is appropriate to the Corporation’s governance structure and shareholder base;
  • to allow for a balanced representation of women and men on the Board;
  • to promote an appropriate representation of directors of different nationalities.

These principles underpin the selection process for directors.

As part of a process undertaken for several years, the composition of the Board of Directors has changed significantly since 2010 to achieve better gender balance and an openness to more international profiles.

Consult the skills of the directors

Diversity policy within the Board of Directors

45.5% (2)
women in the Board of Directors

The Board of Directors places a great deal of importance on its composition and the composition of its Committees. In particular, it draws on the work of the Governance and Ethics Committee, which reviews annually and proposes, as circumstances may require, desirable changes to the composition of the Board of Directors and Committees based on TotalEnergies’ strategy.

As part of an effort that began several years ago, the composition of the Board of Directors has changed significantly since 2010 to achieve better gender balance and an openness to more international profiles. Based on its composition as of March 13, 2024, the 14 members of the Board of Directors include 8 male directors and 6 female directors, with 7 nationalities represented.

Directors are appointed for a three-year period by the Shareholders’ Meeting, with the exception of the two directors representing employees, one is designated by the Central Social and Economic Works Council of the Corporation and the second appointed by the TotalEnergies European Works Council (the SE Committee).

(2) Composition of the Board as of March 13, 2024; excluding the directors representing employees, in accordance with Articles L. 225-27-1 of the French Commercial Code and the director representing employee shareholders, in accordance with Articles L. 225-23 and L. 22-10-5 of the French Commercial Code.

Director independence is a key factor in the system of checks and balances

Independence is critical to performing the duties of a director, as it ensures freedom of analysis, judgment, decision-making and action. All the directors of the Corporation agree to comply with the Boards of Directors' rules of procedure and in particular to notify the Chairman of the Board of Directors and the Lead Independent Director of any personal or potential conflict of interest that may arise with the Company or any other subsidiary in the Company.

The Board of Directors uses the criteria set out in the AFEP-MEDEF Corporate Governance Code of Listed Corporations to assess independence. Directors are considered to be independent if they have "no relationship of any kind whatsoever with the corporation, its Company or the management that may interfere with his or her freedom of judgement." The percentage of independent directors on the Board based on its composition as of December 31, 2023, was 82%(1). The rate of independence within the Board of Directors is higher than that recommended by the AFEP-MEDEF Code, which specifies that at least half of the members of the Board in widely-held companies with no controlling shareholders should be independent.

(1) Excluding the director representing employee shareholders and the directors representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 10.3)

The Lead Independent Director, reflecting a balanced distribution of power

Listening to investors and stakeholders, the Board of Directors pays special attention to the balance of power within the Company. It is in this context that the Board of Directors in 2015 amended the provisions of its rules of procedure to provide for the appointment of a Lead Independent Director in the event that the positions of Chairman of the Board of Directors and Chief Executive Officer are combined.

The Lead Independent Director’s duties, resources and prerogatives which are described in the Rules of Procedure of the Board are extensive:

  • the Chairman and Chief Executive Officer and the Lead Independent Director are the shareholders’ dedicated contacts on issues that fall within the remit of the Board of Directors. In her relations with shareholders, the Lead Independent Director has the possibility, with the approval of the Chairman and Chief Executive Officer, to meet with shareholders on corporate governance issues, a practice that has already been used on several occasions;
  • in her relations with the Chairman and Chief Executive Officer, the Lead Independent Director contributes to the agenda of Board meetings and has the possibility to request a meeting of the Board of Directors and to share opinions on major issues;
  • in her contribution to the work of the Board of Directors, the Lead Independent Director chairs meetings in the absence of the Chairman and Chief Executive Officer, or when the examination of a subject requires his abstention. She is in charge of the assessment and monitoring of the functioning of the Board, the prevention of conflicts of interest, and dialogue with the directors and Committee Chairpersons.

Since 2016, the Lead Independent Director has organized executive sessions with the directors who do not hold executive or salaried positions on the Board of Directors, during which the directors may discuss the Company’s strategic challenges and working practices. The directors are also in regular contact with the members of the management team, including members of the Executive Committee during Board meetings and operational managers during Company site visits. Through those interactions between directors and managers, the directors gain a practical understanding of the Company’s activities.

The 4 Committees of the Board of Directors