The Board of Directors determines our strategic orientations

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.

11Composition of the Board of Directors at the end of the Shareholders’ Meeting on May 28, 2021.

14
members of the Board of Directors
96.7 %
Directors’ average attendance rate at Board meetings in 2020
8
meetings held in 2020

Defining the Strategic Orientations of TotalEnergies

The Board of Directors determines the course of the Company’s business and oversees its implementation in accordance with its corporate interest by taking into consideration the social and environmental challenges of its activity. In addition, pursuant to its Rules of procedure, the Board approves proposed investments or divestments involving amounts exceeding 3% of shareholders' equity and it is informed of those greater than 1%. It addresses any and all issues related to the Company’s effective operation. It monitors the management of both financial and non financial matters and ensures the quality of the information provided to shareholders, and convenes and sets the agenda for Annual Shareholders' Meetings.

The Board meets whenever circumstances require and at least every three months. It also reviews and discusses its own practices annually, and evaluates its own performance at least once every three years.

Diversity is of Key Importance in the Board’s Composition

45,5 %
(1)
women in the Board of Directors

Our Board of Directors places a great deal of importance on its composition and the composition of its Committees. In particular, it relies 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.

The Board of Directors comprises 14 members, including a director representing employee shareholders and two directors representing employees. The Board includes six women and eight men. The proportion of directors of each gender therefore exceeds the 40% threshold in accordance with the provisions of Articles L. 22-10-3 and L. 225-18-1 of the French Commercial Code. Five nationalities are represented within the Board.

Directors are elected to a three-year term at the Shareholders' Meeting, with the exception of the two directors representing employees, the first one designated by the Company’s Central Social and Economic Works Council and the second one by the Total European Committee (the SE Committee).

(1)Composition of the Board at the end of the Shareholders’ Meeting on May 28, 2021; excluding the directors representing employees, in accordance with Articles L. 22-10- 7 and L. 225-27-1 of the French Commercial Code and the director representing employee shareholders, in accordance with Articles L. 22-10-5 and L. 225-23of 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 Company 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 company in the Group.

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 group or the management that may interfere with his or her freedom of judgement." Currently, 82%* of the Board members are independent, superior to the recommendation (in the AFEP-MEDEF Code of at least 50% in widely-held companies with no controlling shareholders).

82%* of the Board members are independent, superior to the recommendation of the AFEP-MEDEF Code (of at least 50% in widely-held companies with no controlling shareholders).

* Excluding the director representing employee shareholders and the directors representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.3).

The 4 Committees of the Board of Directors

Thierry Desmarets lors de l'assemblée générale 2016 de Total au Palais des Congrès.

Biographies of the Members of our Corporate Governance Bodies

Profile, experiences and expertises: read the biographies of the members of the Board of Directors and General Management.