A coalition of TotalEnergies shareholders, led by the Ethos Foundation and including international investors such as Achmea Investment Management, Candriam and AP7, has tabled a resolution for the Annual General Meeting on May 24. They propose to separate the functions of CEO and Chairman currently held by Patrick Pouyanné. This group, representing 0.62% of TotalEnergies’ market capitalization, expresses its concern for more transparent governance and stronger climate commitments.
Shareholder arguments for separation of roles
Shareholders argue that the concentration of power in a single person can lead to conflicts of interest and compromise governance. In their view, a separation could strengthen the board’s oversight of the company’s management, thereby promoting the interests of shareholders and stakeholders. They insist that the resolution is not intended to call into question Pouyanné’s skills as CEO, but to optimize the management structure to better tackle challenges, particularly environmental ones.
Background to previous climate resolutions
This initiative comes against a backdrop where previous resolutions, notably those carried by Follow This in 2023, have failed to mobilize majority support, despite acquiring a significant 30.4% of the vote. These earlier resolutions asked TotalEnergies to specify its commitments in terms of CO2 emissions reduction and climate policy. TotalEnergies’ management of these issues, as well as its response to the climate resolutions, were the source of intense debate at the Annual General Meetings.
Challenges and implications of the new resolution
The outcome of this new proposal could significantly influence TotalEnergies’ governance structure, particularly at a time when global energy companies are coming under increasing scrutiny for their environmental impact and climate strategy. The proposed dissociation of management roles is seen by shareholders as a potential means of improving dialogue and efficiency in the management of climate and energy transition issues.
TotalEnergies’ shareholders’ proposal to separate the roles of CEO and Chairman reflects a growing trend towards more divided corporate governance focused on ambitious environmental objectives, in response to investor and stakeholder concerns about the company’s climate strategy.
