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 28, 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.
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 March 16, 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.
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
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. 22-10-3 and L. 225-18-1 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 28, 2021; excluding the directors representing employees, in accordance with Articles L. 22-10- 7 and L. 225-27-1 of the French Commercial Code and the director representing employee shareholders, in accordance with Articles L. 22-10-5 and L. 225-23 of the French Commercial Code.