by America Hernandez
PARIS (Reuters) – A group of TotalEnergies investors are asking the company to separate the roles of chief executive officer and chairman of the board of directors, a measure they say could promote the energy transition of the oil giant, whose The annual general meeting will be held next month.
“Separating functions could improve dialogue with the board of directors (…) on climate transition issues and ensure a better balance of power during a period when many investors believe that the strategy of TotalEnergies’ transition is not ambitious enough”, it is written in a resolution which will be proposed at the general meeting of May 24.
The proposal comes from 19 international investors in TotalEnergies holding a total of around 20 million shares in the group, the Swiss pension fund manager Ethos Foundation and the French Forum for Responsible Investment (FIR).
It calls into question the hegemony of Patrick Pouyanné, who has served as CEO of TotalEnergies for nearly a decade, overseeing a strategy intended to increase oil and gas production while giving greater importance to renewable energies.
The renewal of Patrick Pouyanné’s mandate for three years must be put to a vote at the general meeting.
“In France, corporate governance is, under the law, a responsibility of the board of directors,” said a TotalEnergies spokesperson. “The board of directors should not consider such a resolution admissible,” he added.
In recent years, investors concerned about the climate have put pressure on the world’s main oil and gas groups to reduce their carbon footprints and implement an ambitious energy transition.
A RESOLUTION PRESENTED AS “CONSTRUCTIVE”
During TotalEnergies’ previous general meeting last year, 30% of investors voted in favor of a resolution asking the group to align its 2030 carbon emissions targets linked to the products used by its companies with the Paris Agreement. clients. The resolution was not adopted, in accordance with the wishes of TotalEnergies.
“We really have the impression that this category of investors was not heard by the board,” declared the general director of Ethos, Vincent Kaufmann, adding that these investors were now wondering about the re-election of Patrick Pouyanné .
“The resolution here, we wanted it to be more constructive. It is not a frontal attack. It is rather a question of sounding out investors in relation to the best governance model to apply in a company like Total,” he said. -he says.
Since 2016, fourteen CAC 40 companies have split the roles of president and CEO, while twelve still stick to a single position.
The resolution prepared by the TotalEnergies investor group highlights that the chairman of the board of directors has the authority to set the agenda and filter investor requests. According to the document, the council refused in 2022 to put a resolution related to climate change to a vote, citing a technical detail that was heavily debated.
At TotalEnergies, the lead director, whose role is to identify possible conflicts of interest and to be a counterweight to the unique power held by the CEO, can be removed from his position at any time via a vote of the board of directors.
Jacques Aschenbroich, lead director and chairman of the governance and ethics committee of TotalEnergies, defended last month the unity of the functions of chairman and general manager. “This mode of exercising the management of TotalEnergies is judged to be best suited to facing the challenges and specificities of the energy sector, which is facing major transformations,” he said.
“This context indeed requires an agility of movement that the unity of command reinforces, by giving the CEO a force of action and increased representativeness of the company in its strategic negotiations with States and partners” of TotalEnergies, he said. -he adds.
(Reporting America Hernandez; French version Jean Terzian, edited by Blandine Hénault)
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