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

Mr. Patrick Pouyanné has been Chairman and Chief Executive Officer of TotalEnergies since December 19, 2015. His terms of office as Chairman of the Board of Directors and as Chief Executive Officer were renewed for the duration of his term of office as director, i.e., until the Shareholders’ Meeting called to approve in 2024 the financial statements for the 2023 fiscal year.

At its meeting on March 17, 2021, the Board of Directors decided on the proposal of the Governance and Ethics Committee to keep a unified management structure of Chairman and Chief Executive Officer, in the best interests of the Corporation.

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.

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, independence and 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.

The balance of power within the governance bodies is also established through the Articles of Association and the Board’s Rules of Procedure, which define notably the means and prerogatives of the Lead Independent Director.

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 verbally, 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).

Conscious of the importance of climate change challenges, the Board of Directors decided, starting in 2019, to change the criteria for determining the variable portion of the Chairman and Chief Executive Officer’s compensation, in particular by integrating a quantifiable criterion related to the change in GHG emissions (Scope 1+2) from operated facilities. This criterion supplements those introduced in 2016 to better take into account the achievements of Corporate Social Responsibility (CSR) and HSE targets of the Company.

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.

As of December 31, 2022, the members of Executive Committee were as follows:

The members of the Executive Committee as of December 31, 2022, 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.