The Nanterre commercial court will deliver its decision on Thursday, on the eve of the TotalEnergies general meeting, concerning the dispute between the oil and gas group and certain of its shareholders who would like to separate the functions of president and general manager.
(AFP / LOU BENOIST)
A coalition of shareholders claiming to hold 0.9% of the capital of TotalEnergies submitted a draft resolution in April, purely consultative, aimed at “putting an end to the combination of the functions of president and general manager” of the company. It intended to maintain Patrick Pouyanné, who currently combines both functions, in the sole position of general director.
The board of directors of TotalEnergies “unanimously” refused to include it on the agenda of the AGM, scheduled for Friday, but eight members of the coalition of shareholders decided to challenge this refusal in court. via an emergency procedure, the summary summons.
Tuesday during the hearing at the Nanterre commercial court, TotalEnergies’ lawyers, Me Florian Bouaziz and Me Didier Martin, defended the “perfect legality” of the refusal of the board of directors to submit this resolution to a vote of shareholders because this the latter comes to “contest a decision taken by the board of directors”.
In their summons, the shareholders, advised by the Vermeille&Co firm, believe that their draft resolution is “in no way” illegal since it is proposed only on an advisory basis and not binding on the company.
Me Paul Houdin, from the Vermeille&Co firm, also recalled on Tuesday that in 2023 TotalEnergies had agreed to submit a consultative shareholder resolution to the AGM.
Proof according to him that “all draft consultative resolutions must be considered lawful”. “TotalEnergies does not have the discretion to choose what is acceptable or not,” he added.
Seeing the deadline for the AGM getting closer and the possibility of including a new resolution on the agenda diminishing, the shareholders and the Vermeille&Co firm also asked that the AGM be adjourned, or that an ad hoc representative is appointed to convene a new General Meeting.
A “totally disproportionate” request according to Me Bouaziz, who argued that TotalEnergies has “1.6 million individual shareholders” and that an adjournment of the AGM would place the company in “a situation of not validating its accounts” , nor “its dividend”.
For Me Sophie Vermeille, the issue is one of shareholder democracy, “it’s just a matter of asking TotalEnergies” to allow shareholders to question “the duality of mandates”, she argued.