The Board of Directors is the decision-making body of our Group. Its role is to define the Group's strategic orientations, assisted by four committees (the Audit Committee, the Governance & Ethics Committee, the Compensation Committee and the Strategy & CSR Committee). It is composed of 13 directors1, including 8 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.
1Composition of the Board of Directors as of October 14, 2020.
Defining Total's Strategic Orientations
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. As part of this mission, among others, the Board approves proposed investments or divestments involving amounts exceeding 3% of shareholders' equity. 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
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 & 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 the Group's strategy.
Since October 14, 2020, the Board of Directors comprises 13 members, including a director representing employee shareholders and two directors representing employees. The Board includes six women and seven men, three of whom are non-French nationals. The proportion of directors of each gender therefore exceeds the 40% threshold in accordance with the provisions of Article L. 22-10-3 of the French Commercial Code (formerly Article L. 225-18-1).
Directors are elected to a three-year term at the Shareholders' Meeting, with the exception of the director representing employees who is designated by the Company’s Central Social and Economic Works Council.
In accordance with Law No. 2019-486 of May 22, 2019 (“PACTE” law), the second director representing employees was designated on October 14, 2020, under conditions provided for by the bylaws, by the SE Committee, known as the Total European Committee.
(1)Composition of the Board as of October 14, 2020; excluding the directors representing employees, in accordance with Article L. 22-10-7 of the French Commercial Code (formerly Article L. 225-27-1) and the director representing employee shareholders, in accordance with Article L. 22-10-5 of the French Commercial Code (formerly Article L. 225-23).