TotalEnergies SE General Meeting 2025: Key Updates on Governance, Sustainability, and Climate Strategy
The Board of Directors of TotalEnergies SE (Paris:TTE) (LSE:TTE) (NYSE:TTE) convened on March 19, 2025, under the leadership of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer. During this meeting, the Board decided to call an Ordinary and Extraordinary General Meeting of shareholders on May 23, 2025. This pivotal event will provide shareholders with updates on the company’s governance, sustainability efforts, and climate strategy. The official notice for the meeting will soon be published in the BALO (Bulletin des Annonces Légales et Obligatoires) and made available on the company’s website.
Governance Updates: Renewals, Farewells, and New Appointments
At the upcoming General Meeting, several key changes to the Board of Directors will be proposed. The directorships of Ms. Lise Croteau, Ms. Maria van der Hoeven, Mr. Jean Lemierre, and Ms. Emma de Jonge (representing employee shareholders) are set to expire following the meeting.
- Ms. Lise Croteau: The Governance and Ethics Committee has recommended renewing her mandate for another three years. Her contributions to the Board have been invaluable, and her expertise will continue to guide the company.
- Ms. Maria van der Hoeven and Mr. Jean Lemierre: Both directors have chosen not to seek renewal due to the company’s governance policy, which stipulates that directors must not exceed the age of 75 during their term. The Board expressed gratitude for their exceptional service. Ms. van der Hoeven, a leading voice on energy transition and geopolitical issues, served as Chair of the Audit Committee since 2021. Mr. Lemierre brought extensive financial and governance expertise, playing a crucial role in shaping the company’s strategic direction.
To fill these vacancies, the Board has proposed two new independent directors:
- Ms. Helen Lee Bouygues: A dual American and French national of Korean origin, Ms. Bouygues holds an MBA from Harvard Business School. With over 25 years of experience supporting strategic transformations in global companies, she brings deep financial and energy sector expertise. Her prior roles on audit committees of listed companies make her a valuable addition to the Board.
- Mr. Laurent Mignon: A graduate of HEC and the Stanford Executive Program, Mr. Mignon currently serves as Chairman of the Management Board of Wendel and Chairman of Bureau Veritas. His leadership in banking, investments, and sustainable value creation aligns perfectly with TotalEnergies’ vision.
Additionally, the Board will recommend Ms. Valérie Della Puppa-Tibi, presented by the employee shareholding fund FCPE TotalEnergies Actionnariat France (TAF), to replace Ms. Emma de Jonge. Ms. Della Puppa-Tibi previously served on the Board from 2019 to 2022 and is expected to contribute meaningfully to its deliberations.
If approved, the Board will consist of 14 members, with 8 French and 6 international directors. Notably, 82% of the Board will be independent directors, exceeding industry standards. The gender balance will also improve, with women representing 45% of the Board.
Sustainability & Climate – 2025 Progress Report
In response to evolving regulatory frameworks and shareholder expectations, TotalEnergies is placing a strong emphasis on sustainability and climate action. At the 2023 and 2024 General Meetings, shareholders submitted draft consultative resolutions prompting the Board to reaffirm its commitment to open dialogue.
Following a comprehensive review of peer practices, market trends, and consultations with shareholders and advisory agencies, the Board has included a formal agenda item for debate at the May 23 meeting: the Sustainability & Climate – 2025 Progress Report. While no resolution will be put to a vote, this report will detail the company’s advancements toward its carbon neutrality goals by 2030 and broader energy transition objectives.
The Board plans to continue this practice at future General Meetings. Should there be significant shifts in the company’s strategy, shareholders may be invited to cast an advisory vote on the Sustainability & Climate strategy.
The Board emphasized its legal prerogatives, noting that shareholder resolutions encroaching on governance or strategic matters cannot be accepted under French law—a position upheld by the President of the Nanterre Commercial Court at the 2024 General Meeting. However, shareholders are encouraged to propose agenda items for debate or submit written questions to engage with the Board.
Upcoming Presentation of the Sustainability Report
The Sustainability & Climate – 2025 Progress Report will be unveiled online on March 27, 2025, followed by a live-streamed presentation at 2:00 p.m. (Paris time) on the totalenergies.com website. Shareholders and stakeholders can expect insights into the company’s progress on renewable energy projects, emissions reductions, and other sustainability milestones.
