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.

¹Composition of the Board of Directors at the end of the Shareholders’ Meeting on May 26, 2023.

members of the Board of Directors

98.4%

Directors’ average attendance rate at Board meetings in 2022

meetings held in 2022

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 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 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 May 26, 2023, the 14 members of the Board of Directors include 8 male directors and 6 female directors, with 7 nationalities represented.

⁽²⁾ Composition of the Board at the end of the Shareholders’ Meeting on May 26, 2023; 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, 2022, 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)

Read the AFEP MEDEF Code

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

Composition

As of May 26, 2023, the Audit Committee is made up of five members, with a 75% rate of independence (excluding director representing employees). Ms. Maria van der Hoeven chairs the Committee. Ms. Lise Croteau, Mr. Romain Garcia-Ivaldi and Mr. Glenn Hubbard sit on the Committee. Ms. Lise Croteau was appointed financial expert in this Committee. The careers of the Committee members confirm their possession of acknowledged expertise in the financial, accounting or audit fields.

Duties

The rules of procedure of the Audit Committee define the Committee’s duties as well as its working procedures.

The Audit Committee's rules of procedure were last amended on July 28, 2021 to take account of the change in the Corporation's name decided at the Shareholders’ Meeting on May 28, 2021. They had previously been amended on February 8, 2017, in order to adapt the Committee’s role and responsibilities to the European audit reform, on July 25, 2018, in order to take account of new social and environmental responsibility requirements, further to the revision of the AFEP-MEDEF Code in June 2018, and on July 29, 2020, to reflect the Corporation’s conversion to a European company and various amendments to the Corporation’s Articles of Association that were approved by the Shareholders’ Meeting on May 29, 2020.

The text of the unabridged version of the rules of procedure approved by the Board of Directors on July 28, 2021, is available on the TotalEnergies website under “Our Company/Our identity/Our governance.”

Notwithstanding the duties of the Board of Directors, the Audit Committee is tasked with the following missions in particular:

Regarding the statutory auditors

making a recommendation to the Board of Directors on the statutory auditors 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 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;
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.

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;
reviewing, if requested by the Board of Directors, major transactions contemplated by the Corporation.

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;
reviewing, based in particular on the risk maps developed by the Corporation, the exposure to risks, such as financial risks (including material 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 TotalEnergies 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 reports to the Board of Directors on the performance of its duties. It also reports on the results of the statutory auditors’ mission concerning the certification of the financial statements, on how this mission contributed to the integrity of the accounting and financial information and its role in this process. It shall inform the Board of Directors without delay of any difficulties encountered.

Read the rules of procedure of the Audit Commitee

Composition

As of May 26, 2023, the Governance and Ethics Committee is made up of five members, with a 80% rate of independence. Mr. Jacques Aschenbroich chairs the Committee. Ms. Marie-Christine Coisne-Roquette, Ms. Anne-Marie Idrac, Mr. Mark Cutifani and Mr. Jean Lemierre are members of the Committee.

Duties

The rules of procedure of the Governance and Ethics Committee define the Committee’s duties as well as its working procedures.

The Governance and Ethics Committee's rules of procedure were last amended on July 28, 2021 to take account of the change in the Corporation's name decided at the Shareholders’ Meeting on May 28, 2021. They had previously been amended on July 25, 2018 to extend the Committee’s role and responsibilities to subjects related to compliance and the prevention and detection of corruption and influence peddling, and on July 29, 2020, to take account of the Corporation’s conversion to a European company and various amendments to the Corporation’s Articles of Association that were approved by the Shareholders’ Meeting on May 29, 2020.

The Governance and Ethics Committee is focused on

recommending to the Board of Directors the persons that are qualified to be appointed as directors, so as to guarantee the scope of coverage of the directors’ competencies and the diversity of their profiles;
recommending to the Board of Directors the persons that are qualified to be appointed as 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 situations of conflicting interests;
reviewing matters regarding compliance as well as the prevention and detection of corruption and influence peddling. Its duties include:
presenting recommendations to the Board of Directors for its membership and the membership of its Committees, and the qualification in terms of independence of each applicant for Directors’ positions on the Board of Directors;
proposing annually to the Board of Directors the list of directors who may be considered as “independent directors”;
examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;
assisting the Board of Directors in the selection of the organization of the governance of the Corporation as well as the selection and evaluation of the executive directors and examining the preparation of their possible successors including establishing a succession plan, including cases of unforeseeable absence;
recommending to the Board of Directors the persons that are qualified to be appointed as directors;
recommending to the Board of Directors the persons that are qualified to be appointed as members of a Committee of the Board of Directors;
proposing methods for the Board of Directors to evaluate its performance, and in particular preparing means of regular self-assessment of the workings of the Board of Directors, and the possible assessment thereof by an external consultant;
proposing to the Board of Directors the terms and conditions for allocating directors’ compensation and the conditions under which expenses incurred by the directors are reimbursed;
developing and recommending to the Board of Directors the corporate governance principles applicable to the Corporation;
preparing recommendations requested at any time by the Board of Directors or the general management of the Corporation regarding appointments or governance;
examining the conformity of the Corporation's governance practices with the recommendations of the Code of Corporate Governance to which the Corporation refers;
supervising and monitoring the implementation of the approach of the Corporation with regard to ethics, compliance, prevention and detection of corruption and influence peddling and, in this respect, ensuring that the necessary procedures are in place, including those for updating the Company’s Code of Conduct and that this Code is disseminated and applied;
examining any questions related to ethics and potential situations of conflicting interests;
examining changes in the duties of the Board of Directors.

Read the rules of procedure of the Governance & Ehics Commitee

Composition

As of May 26, 2023, the Compensation Committee is made up of four members, with a 100% rate of independence (excluding director representing employees). The Committee is chaired by Mr. Mark Cutifani. Ms. Anne-Marie Idrac, Mr. Jacques Aschenbroich and Mr. Angel Pobo (director representing employees) are members of the Committee.

Duties

The rules of procedure of the Compensation Committee define the Committee’s duties as well as its working procedures.

The Compensation Committee's rules of procedure were last amended on July 28, 2021 to take account of the change in the Corporation's name decided at the Shareholders’ Meeting on May 28, 2021. They had previously been amended on July 25, 2018, in order to take account of new social and environmental responsibility requirements, further to the revision of the AFEP-MEDEF Code in June 2018, and on July 29, 2020, to reflect the Corporation’s conversion to a European company and various amendments to the Corporation's Articles of Association that were approved by the Shareholders’ Meeting on May 29, 2020.

The Committee is focused on

examining the executive compensation policies implemented by the Company and the compensation of members of the Executive Committee;
evaluating the performance and recommending the compensation of each executive director; – preparing reports which the Corporation must present in these areas. The Committee’s duties include:
examining the main objectives proposed by the Corporation's general management regarding compensation of the Company’s senior executives, including stock option and performance share grant plans as well as equity-based plans, and advising on this subject;
presenting recommendations and proposals to the Board of Directors concerning:
- compensation, pension and life insurance plans, in-kind benefits and other compensation (including severance benefits) for the executive directors of the Corporation; in particular, the Committee proposes compensation structures that take into account the Corporation’s strategic orientations, objectives and earnings, market practices as well as one or more criteria related to social and environmental responsibility;
stock option and performance share grants, particularly grants of restricted shares to the executive directors;
examining the compensation of the members of the Executive Committee, including stock option and performance share grant plans as well as equity-based plans, pension and insurance plans and in-kind benefits;
preparing and presenting reports in accordance with these rules of procedure;
examining, for the parts within its remit, reports to be sent by the Board of Directors or its Chairman to the shareholders;
preparing recommendations requested at any time by the Chairman of the Board of Directors or the general management of the Corporation regarding compensation;
at the request of the Chairman of the Board, examining all draft reports of the Corporation regarding compensation of the executive officers or any other matters within its competence.

Read the rules of procedure of the Compensation Committee

Read the components of the compensation of executive directors:

Composition

As of May 26, 2023, the Strategy & CSR Committee is made up of six members, including three independent directors and one director representing employee shareholders. Mr. Patrick Pouyanné chairs the Committee. Ms. Marie-Christine Coisne-Roquette, Ms. Anne-Marie Idrac, Ms. Emma de Jonge, Mr. Jacques Aschenbroich and Mr. Jean Lemierre are members of the Committee.

Duties

The rules of procedure of the Strategy & CSR Committee define the Committee’s duties as well as its working procedures.

The Strategy & CSR Committee's rules of procedure were last amended on July 28, 2021 to take account of the change in the Corporation's name decided at the Shareholders’ Meeting on May 28, 2021. They had previously been amended notably on July 25, 2018, in order to take account of new social and environmental responsibility requirements, further to the revision of the AFEP-MEDEF Code in June 2018, and on July 29, 2020, to reflect the Corporation’s conversion to a European company and various amendments to the Corporation’s Articles of Association that were approved by the Shareholders’ Meeting on May 29, 2020.

To allow the Board of Directors of the Corporation 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, matters relating to the incorporation of the Climate challenge in the Company’s strategy;
examining transactions 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.

Read the rules of procedure of the Strategy & CSR Committee

Composition and Operation of Board of Directors

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

Complementary skills to meet strategic challenges of the Company

Diversity policy within the Board of Directors

The Lead Independent Director, reflecting a balanced distribution of power

The 4 Committees of the Board of Directors

Composition

Duties

Composition

Duties

Composition

Duties

Composition

Duties

The rules of procedure of the Strategy & CSR Committee define the Committee’s duties as well as its working procedures.

Also on TotalEnergies.com

Biographies of the Members of our Corporate Governance Bodies

To find out more