A coalition of shareholders representing 1.3 billion euros in shares, or 0.9% of TotalEnergies’ capital, has tabled a draft resolution aimed at ending Patrick Pouyanné’s dual role as Chairman and CEO. TotalEnergies ‘ Board of Directors unanimously refused to include this resolution on the agenda of the Annual General Meeting, arguing that “the unity of the company’s management and representation powers is part of a particularly well-defined balance of power”.
Legal proceedings and postponed hearing
The shareholders, advised by the law firm Vermeille&Co, challenged this refusal in court via a writ of summary jurisdiction. However, the original summons was not presented to the Nanterre Commercial Court judge, who refused to accept a scanned copy. Consequently, it decided to postpone the hearing until after TotalEnergies’ Annual General Meeting.
Shareholder arguments
The shareholders consider that their draft resolution is purely consultative and not binding on the company, which makes it legal. They are asking that Patrick Pouyanné be retained as CEO, but not as Chairman. The Ethos Foundation, which represents pension funds in Switzerland and is behind the project, is one of the eight members of this coalition.
Reactions and outlook
TotalEnergies’ Board of Directors, which last September supported Mr. Pouyanné’s reappointment for a fourth three-year term, will have to wait until the Annual General Meeting at the end of May to see whether shareholders approve this decision. In the meantime, the shareholder protest highlights internal debates about corporate governance and the separation of powers.
The postponed hearing and the upcoming discussions at the Annual General Meeting will be crucial for the future of TotalEnergies’ governance. Shareholders hope to make their voices heard and influence the company’s decisions, while TotalEnergies management seeks to maintain its current governance model.
