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 of 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 trend 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) on 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. At its meeting on March 17, 2021, the Board of Directors decided to adapt the parameters for granting the variable portion of the Chairman and Chief Executive Officer in order to take into account, in the personal contribution of the Chairman and Chief Executive Officer, the Corporation’s transformation strategy towards carbon neutrality as well as its societal responsibility in general and in particular diversity. Two new criteria have therefore been introduced to assess the personal contribution of the Chairman and Chief Executive Officer, accounting for 25% of his variable portion: overseeing the transformation strategy towards carbon neutrality and profitable growth in Renewables & Electricity. CSR performance is the third qualitative criterion of the personal contribution. It is assessed notably by the integration of climate issues in the Company’s strategy, the Company’s reputation in the domain of corporate social responsibility as well as the policy concerning all aspects of diversity.

The granting of performance shares has also included since 2020 a quantifiable criterion relating to the change in GHG emissions (Scope 1 +2) on the facilities operated by the Company, and since 2021, a new criterion to grant performance shares of the change in the indirect GHG emissions related to the use by customers of energy products (Scope 3)(1) in Europe.

(1)GHG Protocol - Category 11.

The Executive Committee: 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.

Under the responsibility of the Chairman and Chief Executive Officer, since September 1, 2021, the eight members of the Executive Committee are:

The Company Performance Management Committee: Steering Business Performance

The Performance Management Committee’s mission is to examine, analyze and manage the Company’s HSE, financial and business performance. The Committee is the senior body to which Company’s Business Units are accountable. Each Branch and Business Unit has set up an equivalent committee.

The Performance Management Committee is chaired by the Chairman and CEO. It meets monthly.

In addition to the members of the Executive Committee, this Committee is composed of the heads of the Company's main business units, as well as a limited number of Senior Vice Presidents of functions at Company and business segment level.