Regulatory News:
The Board of Directors of Total SE (Paris:FP) (LSE:TTA)
(NYSE:TOT) met on March 17, 2021 under the chairmanship of Mr.
Patrick Pouyanné, Chairman and Chief Executive Officer, and decided
to convene the Ordinary and Extraordinary Shareholders' Meeting, to
be held on May 28, 2021. The legal notice of the meeting will be
published in the Bulletin des Annonces Légales Obligatoires
('Mandatory Legal Notice Bulletin') on March 31, 2021 and will be
available on the Company's website.
1) Energy transition of TotalEnergies towards carbon
neutrality
The Board has made several important decisions in support of the
transformation of Total into a broad energy company, its commitment
to the energy transition and its climate ambition to get to net
zero as announced in May 2020:
- As stated on February 9, 2021, and to be consistent with this
ambition, the Board of Directors will propose to shareholders that
this transformation should be anchored in the by-laws by changing
the company name to TotalEnergies SE.
- The Board will present a resolution for an advisory vote on
the Company's ambition for sustainable development and energy
transition to carbon neutrality and its 2030 objectives. This
resolution is based on the joint statement issued with the global
investor initiative Climate 100+ in May 2020, on the strategy and
objectives announced to shareholders by Total in September 2020 and
in February 2021, and finally on the work of the Board of Directors
on the TotalEnergies Company's ambition. The Board of Directors is
thus giving shareholders the opportunity to express their view on
the strategy for the transition to net zero that it has set for the
Company, taking into account certain expectations expressed in this
regard as well as the inadmissibility of a draft resolution
relating to this strategy that would be presented by shareholders
as it is an area of competence specific to the Board of
Directors.
- From 2021, a new criterion regarding the reduction in indirect
(Scope 3) emissions related to the use of the Group's energy
products by its customers in Europe will be introduced for the
allocation of performance shares to the Chairman and Chief
Executive Officer and to all Senior Executives. Moreover, the
weight of the criteria related to the company's transformation
strategy in variable compensation has also been increased.
2) Organization of the Shareholders' Meeting of May 28, 2021
Given the declaration of the state of health emergency due to
the epidemic of Covid-19 until June 1, 2021 and the extension of
the exceptional measures applicable to shareholders' meetings until
July 31, 2021, the Company Annual Shareholders' Meeting will be
held without the physical presence of the shareholders and of other
members and persons entitled to participate, in order to avoid
exposing shareholders to health risks and to ensure equal access to
the Meeting. The Shareholders' Meeting will be streamed live in
full on the Company's website (www.total.com). It will therefore
not be possible to ask oral questions but, in order to promote
shareholder dialogue, shareholders will have the possibility to ask
questions on the dedicated transmission platform which will be
accessible four days prior to the Shareholders' Meeting, i.e. as
from May 24, 2021, as well as the day of the Shareholders' Meeting.
The Board of Directors has chosen the "Total Actionnariat France"
FCPE and Amundi, shareholders of the Company, from among the ten
shareholders with the largest number of voting rights of which the
Company is aware and having accepted this duty.
The Board of Directors approved the documents which will be
submitted at the Shareholders' Meeting on May 28, 2021, including
the Management Report. This Report is included in the Company's
Universal Registration Document, which will be available on its
website. The document includes notably a description of the main
risks to which the Company is exposed.
3) Corporate governance
Upon the proposal of the Governance and Ethics Committee,
chaired by Ms. Marie-Christine Coisne-Roquette, Lead Independent
Director, the Board of Directors has decided to propose to the
Shareholders' Meeting to renew for a period of three years the
terms as Directors of Ms. Anne-Marie Idrac and Mr. Patrick
Pouyanné, whose existing terms expire following the Shareholders'
Meeting. Subject to the renewal of his Director's mandate by the
Shareholders' Meeting, the Board of Directors decided to renew the
terms as Chairman of the Board and as Chief Executive Officer of
Mr. Patrick Pouyanné, for the duration of his new term as Director,
i.e., until the Shareholders' Meeting of 2024, at its meeting that
will take place on May 28, 2021 following the Shareholders'
Meeting.
In view of the rules on directors' independence under the
Afep-Medef Code to which the Company adheres, the Board has decided
not to propose the renewal of the term of Mr. Patrick Artus, who
was appointed on May 15, 2009. The Board thanked Mr. Patrick Artus,
a renowned economist, for the quality of his contribution to the
work of the Board of Directors and its Committees.
To replace Mr. Carlos Tavares, who wished to stand down from the
Board in 2020, the Board of Directors decided to propose to the
Shareholders' Meeting the appointment of Mr. Jacques Aschenbroich,
Chairman and Chief Executive Officer of Valeo, as Director for a
period of three years. Mr. Jacques Aschenbroich will bring to the
Board his knowledge in transportation, a key sector in terms of
evolution in energy demand, and his experience at the head of a
large industrial company.
In order to keep an economist on the Board and to strengthen the
presence of international profiles within its ranks, especially
from the United States given the size of the Company's shareholding
in the country, the Board of Directors decided to propose to the
General Shareholders' Meeting the appointment of Mr. Glenn Hubbard,
an American economist, for a period of three years.
4) Compensation of the executive director
The Board approved the financial resolutions which will be
proposed at the Annual Shareholders' Meeting, particularly those
related to the approval of the compensation of its Executive
Director for the fiscal year 2020. This compensation has been
reduced by 34% compared to 2019, due notably to the decision of the
Chairman and Chief Executive Officer to voluntarily reduce his
fixed compensation by 25% from May 1, 2020, in view of the
exceptional economic context. A part of the process for the renewal
of the executive director term, the Board also updated the
compensation policy of the Executive Director , unchanged since
2016, through a planned raise of both its fixed-salary and the
long-term component of his compensation linked to new performance
and retention obligations to support his long-term commitment.
About Total
Total is a broad energy company that produces and markets fuels,
natural gas and electricity. Our 100,000 employees are committed to
better energy that is more affordable, more reliable, cleaner and
accessible to as many people as possible. Active in more than 130
countries, our ambition is to become the responsible energy
major.
Cautionary Note
This press release, from which no legal consequences may be
drawn, is for information purposes only. The entities in which
TOTAL SE directly or indirectly owns investments are separate legal
entities. TOTAL SE has no liability for their acts or omissions. In
this document, the terms "Total", "Total Group" and Group are
sometimes used for convenience. Likewise, the words "we", "us" and
"our" may also be used to refer to subsidiaries in general or to
those who work for them. This document may contain forward-looking
information and statements that are based on a number of economic
data and assumptions made in a given economic, competitive and
regulatory environment. They may prove to be inaccurate in the
future and are subject to a number of risk factors. Neither TOTAL
SE nor any of its subsidiaries assumes any obligation to update
publicly any forward-looking information or statement, objectives
or trends contained in this document whether as a result of new
information, future events or otherwise.
View source version on businesswire.com:
https://www.businesswire.com/news/home/20210318005341/en/
CONTACT: Total Contacts
Media Relations: +33 1 47 44 46 99 l presse@total.com l
@TotalPress
Investor Relations: +44 (0)207 719 7962 l ir@total.com
SOURCE: TOTAL
Copyright Business Wire 2021
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