By Ejekwu Chidiebere
The Board of Directors of TotalEnergies SE, in line with its governance procedure, met on March 19, 2025 under the chairmanship of Mr. Patrick Pouyanné, Chairman and Chief Executive Officer and resolved to convene an Ordinary and Extraordinary Shareholders’ Meeting of the Corporation Friday, May 23, 2025, aimed at submitting proposals for, among other things, to renew as well as carry out fresh appointments on the directorships of the Board. Energy Window International gathered that the notice of the meeting which will be available on the Company’s website would be published in France’s BALO (Bulletin des Annonces Légales et Obligatoires).
On the list for attention and consideration according to an email from the French major to Energy Window International, are the directorships of Mrs. Lise Croteau whose service may be renewed for a period of three years according to the email statement which also disclosed the Governance and Ethics Committee of the Board of Directors’ as affirming its readiness to submit a proposal in May to the effect.
For Mrs. Maria van der Hoeven and Mr. Jean Lemierre, and in view of TotalEnergies corporate governance practice of the Corporation’s Board of Directors, according to which a director must not reach the age of 75 during her or his term of office, Mrs. Maria van der Hoeven and Mr. Jean Lemierre the email statement had shown, did not seek the renewal of their mandates which will be expiring on May 23.
In their felicitation according to the statement, the Board of Directors commended Mrs. Maria van der Hoeven for her exceptional contribution to the Board and who for almost 10 years the email revealed, provided the Board with the benefit of her knowledge of the global energy economy, the challenges of the energy transition and the associated geopolitical issues. Adding that in her capacity as Chair of the Audit Committee since 2021, Hoeven worked assiduously by presenting regulatory developments in extra-financial reporting.
To Mr. Jean Lemierre, the Board said Jean was extraordinary as he was able to satisfy, and consistently too, the expectations of the Board, apparently by virtue of his long experience of the financial world, both in France and internationally, including governance of large French companies, throughout his term of office His opinion according to the Board was invaluable to the work of the Board and its committees, notably the Governance and Ethics Committee and the Strategy & CSR Committee.
The Board of Directors has decided also, Energy Window International gathered, to propose to the Shareholders’ Meeting the appointment of two new independent directors, Mrs. Helen Lee Bouygues and Mr. Laurent Mignon, for a three-year term, replacing Mrs. Maria van der Hoeven and Mr. Jean Lemierre.
Of Korean origin and American and French nationality, Mrs. Helen Lee Bouygues the statement highlighted, has been residing in France since 2004. She holds a MBA from Harvard Business School, and for more than 25 years has been supporting the strategic transformation of leading French and international companies. Her appointment according to the statement has also taken into cognizance her “extensive experience as a director and member of audit committees of listed companies, such as Neoen SA and Viridien SA (formerly CGG)”. Helen Lee Bouygues was also credited to have developed a broad understanding of the various challenges faced by companies, particularly in the energy sector so “she will thus bring her financial and strategic expertise to the Board”, TotalEnergies said.
A French national, to talk about Mr. Laurent Mignon, is a graduate from HEC and from the Executive Program at Stanford, sitting as Chairman of the Executive Board (Président du Directoire) of Wendel, an investment company, and Chairman also of the Board of Directors of Bureau Veritas, in which Wendel holds a controlling interest in Bureau Veritas.
He’s expected to bring to the Board his leading expertise in the banking and financial sector. It is also believed that he will bring his wealth of his experience in investments and general management of listed companies to bear. As a career man, Laurent Mignon has been given a pat on the back for leading and successfully too the transformation and development of the companies he has managed, “with a constant desire to create sustainable value”.
Energy Window International has also gathered that the appointment of a new director representing employee shareholders, replacing Ms. Emma de Jonge, will equally be submitted to the vote of the Shareholders’ Meeting, and this is while recommending to the Shareholders’ Meeting the candidacy of Ms. Valérie Della Puppa-Tibi, proposed by the collective investments fund (FCPE), TotalEnergies Actionnariat France (TAF), reported as the largest employee shareholding fund in terms of share of capital held (4.82% of the Corporation’s capital as of December 31, 2024). Ms. Valérie Della Puppa-Tibi, who was already a member of the Board of Directors from 2019 to 2022 Energy Window International has leant, “will therefore immediately be able to contribute fully to the work of the Board”.
“At the end of the Shareholder’s Meeting on May 23, 2025, if the Board proposed resolutions are approved, the Board of Directors will be composed of 14 members, of whom 8 will be French and 6 Internationals. The proportion of independent directors as defined by the AFEP-MEDEF Code will stand at 82%, in line with best standards. The proportion of women and men will be 45% and 55% respectively”.