The Board of Directors of TotalEnergies Reaffirms the Relevance of Unified Governance in Order to Pursue the Transition Strategy of the Company
26 Abril 2024 - 5:18AM
Business Wire
Regulatory News:
TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE):
At its meeting of April 25, 2024, the Board of Directors
examined the draft resolution submitted by a group of shareholders
representing less than 0.9% of the share capital and aiming to
submit to the Annual General Meeting an advisory vote asking the
Board of Directors to adopt a separation of the Chairmanship of the
Board of Directors and the General Management of the
Corporation.
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 Governance and
Ethics Committee's reflections on the best interest of the Company
- and after individual consultation of each Director by the Lead
Independent Director – have led the Board of Directors to decide
unanimously and with conviction at its meeting on September 21,
2023, to continue to combine positions of Chairman and Chief
Executive Officer.
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 Governance and Ethics Committee, has
therefore unanimously decided not to include the aforementioned
draft resolution on the agenda of the forthcoming Annual General
Meeting.
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 May 24, 2024.
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 24 May 2024, at 2:00 p.m., at Tour Coupole,
2 place Jean Millier, La Défense 6, 92 400 Courbevoie will be
published in the “Bulletin des Annonces Légales Obligatoires”
(BALO) on 3 May 2024.
***
About TotalEnergies TotalEnergies is a global integrated
energy company that produces and markets energies: oil and
biofuels, natural gas and green gases, renewables and electricity.
Our more than 100,000 employees are committed to provide as many
people as possible with energy that is more reliable, more
affordable and more sustainable. Active in about 120 countries,
TotalEnergies places sustainability at the heart of its strategy,
its projects and its operations.
@TotalEnergies TotalEnergies TotalEnergies TotalEnergies
Cautionary Note The terms “TotalEnergies”, “TotalEnergies
company” or “Company” in this document are used to designate
TotalEnergies SE and the consolidated entities that are directly or
indirectly controlled by TotalEnergies SE. Likewise, the words
“we”, “us” and “our” may also be used to refer to these entities or
to their employees. The entities in which TotalEnergies SE directly
or indirectly owns a shareholding are separate legal entities.
TotalEnergies SE has no liability for the acts or omissions of
these entities. This document may contain forward-looking
information and statements that are based on a number of economic
data and assumptions made in a given economic, competitive and
regulatory environment. They may prove to be inaccurate in the
future and are subject to a number of risk factors. Neither
TotalEnergies SE nor any of its subsidiaries assumes any obligation
to update publicly any forward-looking information or statement,
objectives or trends contained in this document whether as a result
of new information, future events or otherwise. Information
concerning risk factors, that may affect TotalEnergies’ financial
results or activities is provided in the most recent Registration
Document, the French-language version of which is filed by
TotalEnergies SE with the French securities regulator Autorité des
Marchés Financiers (AMF), and in the Form 20-F filed with the
United States Securities and Exchange Commission (SEC).
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 2
https://totalenergies.com/system/files/documents/2024-03/totalenergies_document-enregistrement-universel-2023_2023_fr_pdf.pdf
pages 191 and 192
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