The Board of Directors of TotalEnergies Reaffirms the Relevance of Unified Governance in Order to Pursue the Transition Strategy of the Company
At its meeting of
TotalEnergies Board of Directors reaffirms its strong commitment to shareholder dialogue and recalls that in 2023 it had invited shareholders who wish to open a debate with the Board of Directors to submit an item on the agenda of the Annual General Meeting of Shareholders, as provided for in the French Commercial Code: " The provisions of the French commercial code relating to the filing of a resolution by shareholders do not expressly provide for the possibility of filing an advisory resolution. On the other hand, the law expressly provides for them the possibility of submitting items (without voting) to provoke a debate in the general meeting. This would be a better way to engage in dialogue with shareholders in the future"1. The Board of Directors therefore invites shareholders to consider this route for future Annual General Meetings, as it will not support the advisory resolutions route in any matter.
TotalEnergies’ Board of Directors recalls that with a view to renewing the mandate of director of the Chairman and Chief Executive Officer, it carried out a review of the choice of the most suitable mode of governance for the Company and reported to its shareholders in a very detailed manner2.
The unity of the Company's management and representation power is part of its particularly well-balanced corporate governance framework, with a Lead Independent Director who is a preferred contact for shareholders and who has extensive powers, whom the Board of Directors has found to be fully fulfilling his role.
TotalEnergies’ Board of Directors has thus fully executed the mission for which the French law attributes to it the responsibility: the French Commercial Code provides that it is the responsibility of the Board of Directors to choose between the unified or separate mode of the functions of Chairman and Chief Executive Officer and that the shareholders are informed of this choice. Shareholders’ right to information is supplemented by a requirement provided for by the Afep-Medef Code of motivation for the Board’s decision.
The Board of Directors, chaired by the Lead Independent Director and on the proposal of the
With regard to the debate on corporate governance initiated by the above-mentioned group of shareholders, the Lead Independent Director will, at the request of the Board of Directors, report on the performance of his mission, in particular on the Board’s motivation in respect of the governance structure of the Company, during the Annual General Meeting of
The full position of the Board of Directors is available on the Corporation website.
Furthermore, the Board of Directors examined the proposed resolution aiming to reduce the authorization requested by the Board of Directors at the Shareholders’ Meeting for the purpose of carrying out share buybacks in the Corporation and noted that it was carried by certain shareholders representing only 0.11 % of the share capital. The Board of Directors noted that this proposed resolution is not admissible as it fails to meet the minimum holding threshold required by the French Commercial Code.
Documents prepared by the Corporation in view of this Shareholders’ Meeting can be consulted on the Corporation’s website. The convening to the Combined Shareholders’ Meeting which will be held on Friday
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1 Board of Directors’ report to the 2023 shareholders meeting on resolution A https://totalenergies.com/sites/g/files/nytnzq121/files/documents/2023-05/AG_2023_Brochure_avis_convocation_gb.pdf p.30
2https://totalenergies.com/system/files/documents/2024-03/totalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf pages 191 and 192
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