Patrick Pouyanné in Paris, August 29, 2023. (AFP / EMMANUEL DUNAND)
The energy giant TotalEnergies announced on Friday that it had refused to include on the agenda of the general meeting of shareholders a resolution proposing to separate the functions of general manager and chairman of the board of directors, which adds CEO Patrick Pouyanné.
“The unity of the power of direction and representation of the company is part of a context of particularly well-regulated balance of powers”, justifies in a press release the board of directors, which “thus decided unanimously to not include the proposed resolution on the agenda of the next general meeting.
A coalition of shareholders representing 0.62% of the market capitalization of TotalEnergies had tabled this draft resolution, purely consultative, which aims “to put an end to the accumulation of the functions of president and general director”, while maintaining Mr. Pouyanné at his position as CEO.
The text was submitted by the Ethos foundation, which represents pension funds in Switzerland and a coalition of 19 international investors, coordinated by the French organization Forum for Responsible Investment (FIR), including Achmea Investment management (Pays- Low, 218 billion euros of assets under management), Candriam (Belgium, 144 billion) or AP7 (Sweden, 102.4 billion).
For the shareholders initiating the consultative resolution, the excessive concentration of “powers in the hands of one and the same person” poses risks of conflicts of interest.
In its press release, the board of directors “invites” shareholders to submit an “agenda item”, rather than a consultative resolution.
TotalEnergies tells AFP that the group “sticks to the law” and “does not wish to create case law” on the inclusion of a consultative resolution on the mode of governance on the agenda of the meeting. the AGM, which will be held on May 24.
“We have never had, under French law, a company which has included a consultative resolution on the agenda of its AGM on the unification or dissociation of functions”, underlined an executive close to the board of directors. . “There is no precedent, it doesn’t exist.”
The board of directors voted last September in favor of reappointing Mr. Pouyanné for a fourth term of 3 years, which the shareholders must still approve at the end of May.
Among the companies listed in the CAC 40, the flagship index of the Paris Stock Exchange, a dozen of them combine both functions. News could be added, the Publicis group having recently announced that it wanted to modify its governance in this direction, on the occasion of its General Meeting of May 29.