The Board of Directors Defines the Company's Strategic Orientations

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.

¹Composition of the Board of Directors at the end of the Shareholders’ Meeting on May 25, 2022.

members of the Board of Directors

99.2 %

Directors’ average attendance rate at Board meetings in 2021

meetings held in 2021

Defining the Strategic Orientations of TotalEnergies

The Board of Directors determines the course of the Corporation's business and oversees its implementation in accordance with its corporate interest by taking into consideration the social and environmental challenges of its activity. In addition, pursuant to its Rules of procedure, the Board approves proposed investments or divestments involving amounts exceeding 3% of shareholders' equity and it is informed of those greater than 1%. It may address any issues related to the Corporation's operation. It monitors the management of both financial and non financial matters and ensures the quality of the information provided to shareholders, and convenes and sets the agenda for Annual Shareholders' Meetings.

The Board meets whenever circumstances require and at least every three months. It also reviews and discusses its own practices annually, and evaluates its own performance at least once every three years.

Read the rules of procedure of the Board of Directors

A fully committed board of directors

A mobilized Board of Directors serving 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 non-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 point 4.1.2 of the Universal Registered Document.
The composition of the Board of Directors (14 directors including 9 independent members as of May 25, 2022) 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.

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, and 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

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 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 independent 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.

Diversity is of Key Importance in the Board’s Composition

45.5 %

(1)

women in the Board of Directors

Our Board of Directors places a great deal of importance on its composition and the composition of its Committees. In particular, it relies 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.

The Board of Directors comprises 14 members, including a director representing employee shareholders and two directors representing employees. The Board includes six women and eight men. The proportion of directors of each gender therefore exceeds the 40% threshold in accordance with the provisions of Articles L. 225-18-1 and L. 22-10-3 of the French Commercial Code. Five nationalities are represented within the Board.

Directors are elected to a three-year term at the Shareholders' Meeting, with the exception of the two directors representing employees, the first one designated by the Company’s Central Social and Economic Works Council and the second one by the TotalEnergies European Work Council (the SE Committee).

⁽¹⁾Composition of the Board at the end of the Shareholders’ Meeting on May 25, 2022; 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." Currently, 82%* of the Board members are independent, superior to the recommendation (in the AFEP-MEDEF Code of at least 50% in widely-held companies with no controlling shareholders).

* Excluding the director representing employee shareholders and the directors representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.3).

Read the AFEP MEDEF Code

The 4 Committees of the Board of Directors

The Audit Committee has various responsibilities designed to allow the Board of Directors to ensure that internal control is effective and information available to shareholders and financial markets is reliable. In this capacity, the Committee's duties include:

1) Regarding the statutory auditors:

making a recommendation to the Board of Directors on the statutory auditors put before the Annual Shareholders’ Meeting for designation or renewal, following their selection procedure organized by General Management and enforcing the applicable regulations;
monitoring the statutory auditors in the performance of their missions and, in particular, examining the additional report drawn up by the statutory auditors for the Committee, while taking account of the observations and conclusions of the High Council of statutory auditors (Haut Conseil du Commissariat aux Comptes) further to the inspection of the auditors in question in application of the legal provisions, where appropriate;
ensuring that the statutory auditors meet the conditions of independence as defined by the regulations, and analyzing the risks to their independence and the measures taken to mitigate these risks; to this end, examining all the fees paid by the Company to the statutory auditors, including for services other than the certification of the financial statements, and making sure that the rules applying to the maximum length of the term of the statutory auditors and the obligation to alternate are obeyed; and
approving the delivery by the statutory auditors of services other than those relating to the certification of the financial statements, in accordance with the applicable regulations.

2) Regarding accounting and financial information:

following the process to produce financial information and, where appropriate, formulating recommendations to guarantee its integrity, where appropriate;
monitoring the implementation and the proper workings of a disclosures committee in the Corporation, and reviewing its conclusions;
examining the assumptions used to prepare the financial statements, assessing the validity of the methods used to handle significant transactions and examining the Corporation financial statements and annual, half-yearly, and quarterly Consolidated Financial Statements prior to their examination by the Board of Directors, after regularly monitoring the financial situation, cash position and off-balance sheet commitments;
guaranteeing the appropriateness and the permanence of the accounting policies and principles chosen to prepare the statutory and Consolidated Financial Statements of the Corporation;
examining the scope of the consolidated companies and, where appropriate, the reasons why companies are not included;
examining the process to validate the proved reserves of the companies included in the scope of consolidation; and
reviewing, if requested by the Board of Directors, major transactions contemplated by the Corporation.

3) Regarding internal control and risk management procedures:

monitoring the efficiency of the internal control and risk management systems, and of internal audits, in particular with regard to the procedures relating to the production and processing of accounting, financial and non-financial information, without compromising its independence, and in this respect:
- checking that these systems exist and are deployed, and that actions are taken to correct any identified weaknesses or anomalies,
- examining, based in particular on the risk maps developed by the Corporation, the exposure to risks, such as financial risks (including significant off-balance sheet commitments), legal risks, operational risks, social and environmental risks as well as measures taken as a result,
- annually examining the reports on the work of the Group Risk Management Committee (formerly named Group Risk Committee) and the major issues for the Company,
- examining the annual work program of the internal auditors and being regularly informed of their work,
- reviewing significant litigation at least once a year,
- overseeing the implementation of the Financial Code of Ethics,
- proposing to the Board of Directors, for implementation, a procedure for complaints or concerns of employees, shareholders and others, related to accounting, internal control or auditing matters, and monitoring the implementation of this procedure,
- where appropriate, examining important operations in which a conflict of interests could have arisen,
- annually examining the results of the controls carried out within the framework of the procedure implemented in order to assess the agreements on current operations finalized under normal conditions and verifying the relevance of the criteria used to qualify those agreements.

The Audit Committee consists of five members appointed by the Board of Directors. The members of the Audit Committee are:

The members of the Audit Committee are required to have financial and accounting skills.

The Audit Committee meets at least seven times a year:

Quarterly, to review the statutory financial statements of the Company and the annual and quarterly consolidated financial statements.
At least three other times a year, to consider other matters.
Read the rules of procedure of the Audit Committee

The Governance and Ethics Committee is focused on:

recommending to the Board of Directors the persons who are qualified to be appointed as directors or executive directors;
preparing the Corporation's corporate governance rules and supervising their implementation;
ensuring compliance with ethics rules and examining any questions related to ethics and conflicts of interest;
reviewing matters regarding compliance as well as the prevention and detection of corruption and influence peddling.

The Governance and Ethics Committee consists of five members appointed by the Board of Directors. The members of the Governance and Ethics Committee are:

The Governance and Ethics Committee meets at least twice a year.

Read the rules of procedure of the Governance & Ethics Committee

The Compensation Committee is responsible for:

examining the executive compensation policies and the compensation of members of the Executive Committee, including stock options and performance shares.
evaluating the performances and making recommendations regarding the compensation of each executive director.

The Compensation Committee consists of four members appointed by the Board of Directors. The members of the Compensation Committee are:

The Compensation Committee meets at least twice a year.

Read the rules of procedure of the Compensation Committee

Read the components of the compensation of executive directors

To allow the Board of Directors of TotalEnergies SE to ensure the Company’s development, the Strategy & CSR Committee’s duties include:

examining the Company’s overall strategy proposed by the Corporation's Chief Executive Officer;
examining the Company’s corporate social and environmental responsibility (CSR) issues and, in particular, issues relating to the incorporation of the Climate challenge in the Company’s strategy;
examining operations that are of particular strategic importance;
reviewing the competitive environment, the main challenges the Company faces, including with regard to social and environmental responsibility, as well as the resulting medium and long-term outlook for the Company.

The Strategy & CSR Committee consists of six members appointed by the Board of Directors. The members of the Strategy & CSR Committee are:

The Strategy & CSR Committee meets at least once a year.

Read the rules of procedure of the Strategy & CSR Committee

The Board of Directors determines our strategic orientations