The Board of Directors determines our strategic orientations

Grande table de réunion de la salle du Conseil, Tour Coupole

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.

13
members of the Board of Directors
94.2 %
attendance rate in 2019
10
meetings held in 2019

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

50 %  
(1)
women in the Board of Directors

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).

Director Independence is a Key Factor in the System of Checks and Balances

 

Independence is critical to performing the duties of a director, as it ensures freedom of analysis, judgment, decision-making and action. All the directors of the Company agree to comply with the Boards of Directors' rules of procedure and in particular to notify the Chairman of the Board of Directors and the Lead Independent Director of any personal or potential conflict of interest that may arise with the Company or any other company in the Group.

The Board of Directors uses the criteria set out in the AFEP-MEDEF Corporate Governance Code of Listed Corporations to assess independence. Directors are considered to be independent if they have "no relationship of any kind whatsoever with the corporation, its group or the management that may interfere with his or her freedom of judgement." Currently, 80%* of the Board members are independent, superior to the recommendation (in the AFEP-MEDEF Code of at least 50% in widely-held companies with no controlling shareholders).

* Excluding the director representing employee shareholders and the directors representing employees, in accordance with the recommendations of the AFEP-MEDEF Code (point 9.3).

The 4 Committees of the Board of Directors

Thierry Desmarets lors de l'assemblée générale 2016 de Total au Palais des Congrès.

Biographies of the Members of our Corporate Governance Bodies

Profile, experiences and expertises: read the biographies of the members of the Board of Directors and General Management.