TotalEnergies’ Board of Directors

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 directors⁽¹⁾, 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.

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. Its tasks are described in the rules of procedure of the Board of Directors.

The composition of the Board of Directors reflects the diversity and complementarity of experience, skills, nationalities and cultures that are critical to addressing the interests of all of the Company’s shareholders and stakeholders. As of May 24, 2024, the 14 members of the Board of Directors include 8 male and 6 female directors, with 7 nationalities represented.

Consult the skills of the directors (pdf)

members of the Board of Directors, including 45.5% of women⁽²⁾

⁽²⁾ see caption

Board meetings held in 2023

97.6%

Directors’ average attendance rate at Board meetings in 2023

The members of our Board of Directors⁽¹⁾

Companies marked with an asterisk are listed companies.

Discover his biography

Ms. Coisne-Roquette has a Bachelor’s Degree in English. A lawyer by training, with a French Masters’ in law and a Specialized Law Certificate from the New York bar, she started her career as an attorney in 1981 at the Paris and New York bars, as an associate of Cabinet Sonier & Associés in Paris. In 1984, she became a member of the Board of Directors of Colam Entreprendre, a family holding company that she joined full time in 1988. As Chairwoman of the Board of Colam Entreprendre and the Sonepar Supervisory Board, she consolidated family ownership, reorganized the group structures and strengthened its shareholding base to sustain the group’s growth strategy. Chairwoman and Chief Executive Officer of Sonepar as of 2002, Marie-Christine Coisne-Roquette became Chairwoman of Sonepar S.A.S. in 2016. At the same time, she heads Colam Entreprendre as its Chairwoman and Chief Executive Officer. Formerly a member of the Young Presidents’ Organization (YPO), she served on the Executive Committee of MEDEF (France’s main employers’ association) for 13 years and was Chairwoman of its Tax Commission from 2005 to 2013. She was a member of the Economic, Social and Environmental Council from 2013 and 2015 and is currently a director of TotalEnergies SE.

Ms. Croteau began her career in 1982 as an auditor within the audit firms, today Raymond Chabot Grant Thornton, then Deloitte, and she joined Hydro-Québec in 1986 where she held positions of control, of risk management and of financial management of increasing responsibility.

From 2015 to 2018, she held the position of Executive Vice President and Chief Financial Officer of Hydro-Québec prior to retiring.

A chartered professional accountant since 1984, Ms. Croteau holds a Bachelor’s degree in Business Administration and in 2008 was named a Fellow of the Order of Chartered Professional Accountants of Québec in recognition of her contribution to the profession and for her collaboration in the development of Canadian accounting standards for derivatives.

Her functions within Hydro-Québec have enabled her in particular to develop significant expertise in risk management from 2008, as she has been in charge of risk management, responsible for the company's risk portfolio drawn up as part of the annual exercise of the company's long-term strategic planning. In this context, she had in particular to identify, quantify and monitor risk trends and means of mitigation.

Ms. Croteau was also in charge of market risk management activities, and "Middle Office" credit of Hydro-Québec's market activities for energy transactions on Northeast American markets, debt management and management of the company's employee pension fund.

Ms. Croteau has been an independent director of Boralex since 2018, the Chair of the Audit Committee since 2019 and a member of the Investment and Risk Management Committee since 2021. Boralex, listed in Toronto, is a Canadian leader in renewable energies with operations in wind, solar, hydroelectricity and storage. It also has operations in France, the United States and the United Kingdom.

Since June 2019, Ms. Croteau has been a director on the Boards of Québecor inc. and Québecor Média inc. as well as a member of the Human Resources and Corporate Governance Committee and of the Audit and Management Risks Committee since May 2022, when she was also appointed director of the Board of Directors of Vidéotron and member of the Audit and Management Risks Committee. Québecor is a Canadian leader in the telecommunications, entertainment, news media and culture fields.

Mr. Cutifani is a Director and Executive Business Advisor after retiring from Anglo American plc. in June 2022. He has more than 47 years of experience in the mining industry in various parts of the world, covering a broad range of products. He was previously the Chief Executive Officer of AngloGold Ashanti Limited. Before joining AngloGold Ashanti, Mr. Cutifani was COO responsible for global nickel business at Vale. Prior to that, he held various management roles at Normandy Group, Sons of Gwalia, Western Mining Corporation, Kalgoorlie Consolidated Gold Mines and CRA (Rio Tinto).

Mr. Cutifani has a degree in Mining Engineering (with honors) from the University of Wollongong in Australia. He is a Fellow of the Royal Academy of Engineering, the Australasian Institute of Mining and Metallurgy and the Institute of Materials, Minerals and Mining in the United Kingdom.

Mr. Cutifani received an honorary doctorate from the University of Wollongong in Australia in 2013 and an honorary doctorate from Laurentian University in Canada in 2016. Mr. Cutifani is Commander of the Order of the British Empire (CBE).

Born in 1965, Marie-Ange Debon is graduate from the French École des Hautes Études Commerciales (HEC) and from the French École Nationale de l'Administration (ENA). She has been Chairwoman of the Keolis Group Executive Board since August 2020. Prior to joining Keolis, she held a number of positions in both the public and private sectors: auditeur, then conseiller référendaire à la Cour des comptes from 1990 to 1994, then directrice générale adjointe at France 3 from 1994 to 1998. She then joined the Thomson/Technicolor group as Deputy CFO, before becoming Corporate Secretary. In 2008, she joined the Suez group as Corporate Secretary and became General Manager of the International Division in 2013, then General Manager for France from 2018 to 2020.

A graduate of ENSTA Paris engineering school and IFP School, Mr. Garcia-Ivaldi began his career at TotalEnergies in 2012 as an economist on oil and gas projects in Americas region. Between 2015 and 2021, he was a reservoir engineer, serving in a variety of positions in Paris and Lagos (Nigeria). He is currently an economist of new business for TotalEnergies SE. He obtained the “Certificat Administrateur de Sociétés” IFA-Sciences Po. He also completed the “Climate Change: Economics and Governance” training program at the London School of Economics.

Mr. Garcia-Ivaldi was chairman of the Supervisory Board of the TotalEnergies Actionnariat France and TotalEnergies France Capital+ employee shareholding funds from November 9, 2018 to June 17, 2020.

Ms. van der Hoeven trained as a teacher, becoming a professor in economic sciences and administration then a school counselor. She subsequently headed the Adult Vocational Education Center in Maastricht for seven years, before leading the Limburg Technology Center. She was a member of the Dutch Parliament, served as Minister of Education, Culture and Science from 2002 to 2007, and was Minister of Economic Affairs of the Netherlands from 2007 to 2010. Ms. van der Hoeven was Executive Director of the International Energy Agency (IEA) from September 2011 to August 2015. During this period, she helped to increase the number of members of the Agency and emphasized the close link between climate and energy policy. In September 2015, Ms. van der Hoeven joined the Board of Trustees of Rocky Mountain Institute (USA) and in the spring of 2016, she became a member of the Supervisory Board of Innogy SE (Germany). Ms. van der Hoeven was Vice Chairwoman of the High-level Panel of the European Decarbonisation Pathways Initiative within the European Commission between 2016 and 2018. Since January 2020, she has been a member of the Supervisory Board of COVRA, a privately held Dutch company that serves as the central depository for radioactive waste in the Netherlands.

Mr. Glenn Hubbard obtained in 1983 a PhD in Economics at Harvard University. After graduation, he joined Northwestern University as Assistant Professor of Economics, where he stayed for five years. In 1988 he joined Columbia University, where he continues to teach today. Since then, he has been a visiting professor at Harvard’s Kennedy School of Government and Harvard Business School as well as The University of Chicago. In 1991, Glenn Hubbard was appointed Deputy Assistant for Tax Policy at the United States Department of the Treasury. In 1993, he joined the Federal Reserve Bank of New York’s Panel of Economic Advisors, a position he vacated in 2001 when he became Chairman of the United States Council of Economic Advisers (CEA). He also served as Chair of the Economic Policy Committee of the Organization for Economic Cooperation and Development (OECD) as well as a Member of the White House National Economic Council, National Security Council, and the President’s Council on Science and Technology. He stepped down as Chair of the CEA in 2003, returning to Columbia University. In 2007, he also rejoined the Panel of Economic Advisors for the Federal Reserve Bank of New York, a position he maintained for 10 years. In 2004, he joined the Boards of Dex Media, KKR Financial Corporation, and Automatic Data Processing (ADP), positions he held for many years. In 2004, he was named Dean of Columbia Business School (Columbia University’s graduate school of business), keeping this position until 2019. In 2007, Glenn Hubbard joined the Board of MetLife, Inc. where he continues to serve today after being named Lead Independent Director in 2017 and Chairman in 2019.

After obtaining a double degree in information systems and management at the University of Grenoble, Emma de Jonge began her career as a project manager and pre-sales support in the Cap Gémini group in 1987. She joined Elf Aquitaine in 1990, where she held several positions as project manager, buyer and internal consultant in the Refining Distribution IT Department. In 2004, as assistant to the SAP support manager for 150 subsidiaries of Total Marketing & Services, she managed relations with the subsidiaries’ managers and supplier relations.

From 2010, Emma de Jonge worked primarily as a project manager and in change management in international contexts, in the Europe Card Development Department and then in the Governance Department of Total Marketing & Services. In 2017, she continued these activities as Head of Procure to Pay and then as project manager, first within TotalEnergies Global Procurement, and then within TotalEnergies Global Services in 2022.

Furthermore, Emma de Jonge holds the IFA-Science Po Corporate Director Certificate. She is a member of the European Works Council (since 2020) and was an elected member of the Supervisory Board of the TotalEnergies Actionnariat France collective investment fund from 2020 to November 2023.

Mrs. Anelise Lara is a chemical engineer with an MSc in Petroleum Engineering and a Ph.D. in Earth Sciences from “Université Pierre et Marie Curie,” France. She was also certified in ESG Competent Boards Program, including climate change risks, in 2021. Mrs. Lara has 37 years of experience in the energy industry. In 1986, she joined Petrobras, the most important company in the energy segment in Brazil. She began her career in the Research and Development Center. In 2003, she joined the Exploration and Production Department as General Manager for the Reservoir Team at the corporate level. In 2011, after the first pre-salt discoveries, she was appointed General Manager for pre-salt development projects. Then in 2013, she was invited to become the Director of the Libra Joint Project Team. In 2016, she was appointed as Head of M&A, responsible for a portfolio of more than 40 projects of divestments and strategic partnerships in Brazil and abroad. During this period, Mrs. Lara was also a member of the Company's Investment Committee. In 2019, she was appointed as Chief Executive Officer for Refining, Natural Gas, and Power, responsible for the strategic, risk management, HSE, and operational results of Refining, Gas & Power areas, covering the areas of refining, biofuels, petrochemicals, fertilizers plants, distribution and transportation of natural gas, regas terminals, and thermal power plants. She left Petrobras in January 2021. Mrs. Lara served as President of the Society of Petroleum Engineers (SPE) – Brazil Section from 2005 to 2008. She also joined the International Board of SPE from 2014 until 2017 as Regional Director for Latin America and Caribe. She also served as Chair of the Brazilian Petroleum Institute (IBP) from 2019 to 2021. Mrs. Lara volunteers for the cause of D&I (diversity and inclusion). She is a board member of WILL (Women Leadership in Latin America) and has already mentored many young women interested in working in the energy segment.

Mr. Lemierre is a graduate of the Institut d’Études Politiques de Paris and the École Nationale d’Administration. He also has an undergraduate law degree. Mr. Lemierre held various positions at the French tax authority, including as Head of the Fiscal Legislation Department and Director-General of Taxes. He was then appointed as Cabinet Director at the French Ministry of Economy and Finance before becoming Director of the French Treasury in October 1995. Between 2000 and 2008, he was President of the European Bank for Reconstruction and Development (EBRD). He became an advisor to the Chairman of BNP Paribas in 2008 and has been Chairman of the Board of Directors of BNP Paribas since December 1, 2014. During his career, Mr. Lemierre has also been a member of the European Monetary Committee (1995-1998), Chairman of the European Union Economic and Financial Committee (1999-2000) and Chairman of the Paris Club (1999-2000). He later became a member of the International Advisory Council of China Investment Corporation (CIC) and the International Advisory Council of China Development Bank (CDB). He is currently Chairman of the Centre d’Études Prospectives et d’Informations Internationales (CEPII) and a member of the Institute of International Finance (IIF).

Mr. Dierk Paskert obtained a PhD in Economics at Münster University in 1990. Having made his first professional steps in Investment Banking with Trinkaus Samuel Montague and West Merchant Bank, he started his industrial career in VEBA Group from 1995 onwards. With VEBA Group focusing entirely on power and gas and turning into E.ON, he became Senior Vice-President for Corporate Development at E. ON AG in 2003. He was inter alia responsible to further internationalize the gas business (Ruhrgas), to integrate the power and gas activities downstream and to develop the first renewable strategy of E.ON. In 2008 he joined the Board of E.ON-Energie and directed the Transmission and Distribution Grid business in Germany, Czech, Hungary, Slovakia, Romania and Bulgaria. In 2012, he was asked by the German Industry Association to found and manage Resource Alliance, a Joint-Venture of 16 German Industrial Companies focusing on supply of critical raw materials. From 2017 until end of 2022, he was appointed CEO of Encavis AG, a M-Dax listed Independent Power Producer (IPP) from Renewable Energy Sources. He was Member of the Executive Risk Committee. Whilst growing the production portfolio to > 4 GW and focusing on Power Purchase Agreements as well as Traded Markets, he introduced in particular a risk management system coping with the growing merchant exposure of the company in Renewable Energy.

Mr. Pobo joined TotalEnergies in 1989 as part of Argedis, the subsidiary responsible for service station management and operations in France, where he held a variety of positions before becoming site director in 1998. In 2013, he became a member of the European Works Council. He was the central union representative for the Marketing & Services Unit of Economic and Employee Interest (UES) from 2014 to 2017, and then for the Upstream/Global Services/Holding Company UES beginning in 2017. He is also the union representative on the Economic and Employee Interest Committee and the Central Economic and Employee Interest Committee. On October 14, 2020, he was appointed by the SE Committee, known as the European Works Committee, to sit on the Board of Directors of TotalEnergies SE as a director representing employees and accordingly resigned from his union responsibilities.

Committees of the Board of Directors

The Board of Directors is assisted by four committees whose composition and missions are detailed below.

Composition

As of May 24, 2024, 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. Marie-Christine Coisne-Roquette, 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 March 13, 2024 to include the transposition in French law of the European CSRD (Corporate Sustainability Reporting Directive) directive. They had previously been 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, 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 March 13, 2024, 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 and the sustainability auditor(s) in charge of carrying out the certification mission of the sustainability information:

making a recommendation to the Board of Directors on the statutory auditors and the sustainability auditor(s) in charge of carrying out the certification mission of the sustainability information, 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 performance of their missions of audit and certification of sustainability information and examining notably reports, in particular the additional report drawn up by the statutory auditors for the Committee, while taking account of the observations and conclusions of the High Authority of the Audit (Haute autorité de l’Audit) further to the inspection of the auditors in question in application of the legal provisions, where appropriate;
ensuring that the conditions of independence required for persons exercising the account certification and sustainability information certification missions are met and analyzing the risks to their independence and the measures taken to mitigate these risks; to this end, examining all the fees paid, including for services other than the certification of the financial statements or for services other than the certification of the sustainability information, and making sure that the rules applying to the maximum length of the terms and the obligation to alternate are obeyed;
approving the delivery of services other than those relating to the certification of the financial statements or of services other than those relating to the certification of the sustainability information, in accordance with the applicable regulations.

Regarding accounting, financial and sustainability information

following the process to produce financial information, the process to produce sustainable information, including in digital form, and the process implemented reporting standards, as well as, where appropriate, formulating recommendations to guarantee the integrity, of such processes;
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 sustainability information, including in digital form, 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 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 mission concerning the certification of the financial statements, of the mission of certification of the sustainability information as well as on how these missions contributed to the integrity of the accounting and financial information, and the sustainability information as well as 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 Committee

Composition

As of May 24, 2024, the Governance and Ethics Committee is made up of four members, with a 75% rate of independence. Mr. Jacques Aschenbroich chairs the Committee. Ms. Marie-Christine Coisne-Roquette, 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 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.”

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 24, 2024, 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. Mr. Jacques Aschenbroich, Mr. Dierk Paskert 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 24, 2024, 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. Emma de Jonge, Ms. Anelise Lara, 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

Consult the rules of procedure of these Committees

Directors’ independence

The Board of Directors of TotalEnergies uses the criteria set out in the AFEP-MEDEF Corporate Governance Code of Listed Corporations to assess directors’ independence. The percentage of independent directors on the Board based on its composition as of December 31, 2023, was 82%⁽³⁾. 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.

Key documents

Rules of procedure

Components of the compensation of executive directors

⁽¹⁾Composition of the Board of Directors at May 24, 2024.
⁽²⁾ Composition of the Board of Directors at May 24, 2024, excluding directors representing employees pursuant to Article L. 225-27-1 of the French Commercial Code, and directors representing employee shareholders pursuant to Articles L. 225-23 and L. 22-10-5 of the French Commercial Code.
⁽³⁾ Excluding the director representing employee shareholders and the directors representing employees, in accordance with the recommendations of the AFEP-MEDEF Code.