General Management: Corporate Governance in Action

Under the responsibility of the Chairman and Chief Executive Officer, the Executive Committee is the decision-making body of TotalEnergies. A second body, the Company Performance Management Committee, examines, analyzes and monitors our HSE, financial and business performance.

The Chairman and Chief Executive Officer: A key governance role

The Chairman and Chief Executive Officer assumes the general management responsibilities of TotalEnergies SE. He chairs the Executive Committee and Company Performance Management Committee and organizes and oversees the work of the Board of Directors. The Chairman and Chief Executive Officer liaises between the Board of Directors and shareholders.

The rules of procedure of Board of Directors detail the responsibilities and authority of the Chairman and Chief Executive Officer of TotalEnergies SE.

A unified management structure, tailored to the Company’s requirements

Management of the Corporation is assumed either by the Chairperson of the Board of Directors (who then holds the title of Chairman and Chief Executive Officer), or by another person appointed by the Board of Directors with the title of Chief Executive Officer. It is the responsibility of the Board of Directors to choose between these two forms of management under the majority rules described above.

At its meeting on December 16, 2015, the Board of Directors decided to reunify the positions of Chairperson and Chief Executive Officer of the Corporation as from December 19, 2015. Since that date, Mr. Pouyanné has held the position of Chairman and Chief Executive Officer of TotalEnergies SE. After his term of office as director was renewed for a three-year period at the Shareholders’ Meeting on May 28, 2021, the Board of Directors reappointed Mr. Pouyanné as Chairman and Chief Executive Officer for the same period, expiring at the end of the 2024 Shareholders' Meeting called to approve the financial statements for fiscal year 2023.

The Board of Directors, at its meeting held on September 21, 2023, after reaffirming its support to the quality and the relevance of the strategy implemented, considered that it is highly desirable that Mr. Patrick Pouyanné, Chairman and Chief Executive Officer, continues to drive this strategy’s deployment at the helm of the Company. On the proposal of the Governance and Ethics Committee, it has therefore been unanimously decided to propose the renewal of the mandate of Mr. Patrick Pouyanné to the Shareholders’ Meeting to be held on May 24 2024. In the frame of the balanced governance implemented since 2015, it also unanimously decided to propose the renewal of the mandate of Mr. Jacques Aschenbroich, who has held the position of Lead Independent Director since May 2023.

Following the renewal of the directorships of Mr. Patrick Pouyanné and Mr. Jacques Aschenbroich by the Shareholders’ Meeting on May 24, 2024 for a three-year period, the Board of Directors on May 24, 2024, which met following the Shareholders’ Meeting, decided to renew Mr. Patrick Pouyanné in his functions as Chairman and Chief Executive Officer and Mr. Jacques Achenbroich in his functions as Lead Independent Director, for the duration of their term of office as director.

Unified management form

The discussions held with the Governance and Ethics Committee in the best interests of the Corporation had led to a firm proposal to continue to combine the functions of Chairman and Chief Executive Officer. Indeed, this management form of the Corporation is considered to be the most appropriate for dealing with the challenges and specificities of the energy sector, which is facing major transformations. More than ever, this context requires agility of movement, which the unity of command reinforces, by giving the Chairman and Chief Executive Officer the power to act and an increased representation of the Corporation in its strategic negotiations with States and partners of the Company.

Balance of power

The unity of the power to manage and represent the Corporation is also particularly well regulated by the Corporation’s governance.

The Lead Independent Director also recalled that the unity of the power to manage and represent the Corporation is also particularly well regulated by the Corporation’s governance.

The balance of power is established through the quality, complementarity and independence of the members of the Board of Directors and its four Committees, as well as through the Articles of Association and the Board’s Rules of procedure, which define the means and prerogatives of the Lead Independent Director, notably:

  • in his relations with the Chairman and Chief Executive Officer: contribution to the agenda of Board meetings or the possibility of requesting a meeting of the Board of Directors and sharing opinions on major issues;
  • in his contribution to the work of the Board of Directors: chairing meetings in the absence of the Chairman and Chief Executive Officer, or when the examination of a subject requires his abstention, evaluation and monitoring of the functioning of the Board, prevention of conflicts of interest, and dialogue with the directors and Committee Chairpersons;
  • in his relations with shareholders: the possibility, with the approval of the Chairman and Chief Executive Officer, of meeting with them on corporate governance issues, a practice that has already been used on several occasions.

The balance of power within the governance bodies, in addition to the independence of its members, is further strengthened by the full involvement of the directors, whose participation in the work of the Board and its Committees is exemplary. The diversity of their skills also enables the Chairman and Chief Executive Officer to benefit from a wide range of contributions.

In addition, the Board’s rules of procedure provide that any investment or divestment transactions contemplated by the Company involving amounts in excess of 3% of shareholders’ equity must be approved by the Board, which is also kept informed of all significant events concerning the Corporation’s operations, in particular investments and divestments in excess of 1% of shareholders’ equity.

Lastly, the Corporation’s Articles of Association provide the necessary guarantees of compliance with good governance practices in the context of a unified management structure. In particular, they provide that the Board may be convened by any means, including orally, or even at short notice depending on the urgency of the matter, by the Chairman or by one third of its members, including the Lead Independent Director, at any time and as often as the interests of the Corporation require.

A compensation policy of the Executive Director aligned with the Company’s strategic targets

The compensation awarded to the Chairman and Chief Executive Officer is indexed to key performance indicators used to measure the success of the Company’s strategy.

In order to determine a compensation aligned with the Company’s performance, the variable portion of the Chairman and Chief Executive Officer’s compensation takes into account both quantifiable targets (financial, Safety and GHG emission evolution parameters) and qualitative criteria (personal contribution).

The Board of Directors has also integrated climate issues into compensation structures for several years. The criteria for determining the variable portion of the compensation of the Chairman and Chief Executive Officer include quantitative criteria linked to the evolution of greenhouse gas emissions on the operated installations (Scope 1+2) and, since 2024, linked to cash flow generation (MBA) from Integrated Power. The assessment of the personal contribution of the Chairman and Chief Executive Officer provides for qualitative criteria which also include climate issues, through criteria linked to (i) steering the transformation strategy towards carbon neutrality, in line with the 2020/2030 objectives disclosed to investors, in particular the growth in gas and electricity production, as well as the evolution of its sales mix, (ii) profitable growth in renewables and electricity, as well as (iii) CSR performance which is assessed in particular through the consideration of climate in the Company's strategy, the Company's commitment and ratings in terms of CSR, as well as the diversity policy.

The Board of Directors has a proactive approach to this issue.

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The Executive Committee

The Executive Committee, under the responsibility of the Chairman & Chief Executive Officer is the decision-making body for the management of TotalEnergies' businesses.

The Executive Committee implements the strategic orientations defined by the Board of Directors and authorizes related investments, subject to the approval of the Board of Directors for amounts exceeding 3% of shareholders' equity or notification of the Board for investments exceeding 1% of shareholders' equity.

The Executive Committee meets as often as necessary and generally on a fortnightly basis.

Since January 8, 2024, the members of Executive Committee have been as follows:

The members of the Executive Committee as of December 31, 2023, informed TotalEnergies that they have not been convicted of fraud, have not been associated with bankruptcy, sequestration, receivership or court-ordered liquidation proceedings, and have not been subject to any incrimination, conviction or sanction pronounced by an administrative authority or professional body, prohibited from managing a company or disqualified from doing so over the last five years.

The Performance Management Committee of the Company

The mission of the Performance Management Committee of the Company is to examine, analyze and monitor the HSE, financial and operational results of the Company. It is chaired by the Chairman and Chief Executive Officer and meets monthly.

In addition to the members of the Executive Committee, this Committee is made up of the heads of the TotalEnergies’ main business units, along with some of the Senior Vice-Presidents of functions at the Company and business segments levels.