Regulatory News:
The Board of Directors of TOTAL S.A. (Paris:FP) (LSE:TTA)
(NYSE:TOT) met on March 18, 2020 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 29, 2020.
The legal notice of the meeting will be published in the
Bulletin des Annonces Légales Obligatoires (Mandatory Legal Notice
Bulletin) on March 25, 2020 and will be available on the Company’s
website – www.total.com
In the context of the coronavirus (Covid-19) epidemic and the
efforts to prevent its spread, and in compliance with the statement
made by the Autorité des marchés financiers (French Ffinancial
markets authority) in its press release dated March 6, 2020, the
Board of Directors invites its shareholders to vote by post or
through the Internet, without physically attending the
shareholders’ meeting. The conditions applying to physical
attendance at the Shareholders’ Meeting may change, in accordance
with sanitary and/or legal requirements. Consequently, shareholders
are invited to regularly read the pages dedicated to the 2020
Shareholders’ Meeting on the Company’s website, www.total.com.
Upon the proposal of the Governance and Ethics Committee, 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 Patricia Barbizet, Marie-Christine Coisne-Roquette and Mark
Cutifani, whose existing terms expire following this 2020
Shareholders’ Meeting.
The Board of Directors also decided to propose to the
Shareholders’ Meeting the appointment of Mr. Jérôme Contamine as
Director, in particular for his knowledge of the energy sector and
his expertise in finance.
The Board also thanks Carlos Tavares, who, given his
responsibilities as head of the PSA Group engaged in a major
merger, did not chose to request the renewal of his mandate as
director, for the quality of his participation in the work of the
Board of Directors and its Committees since May 26, 2017.
Subject to the renewal of her Director’s mandate by the
Shareholders’ Meeting, the Board of Directors is considering
appointing Marie-Christine Coisne-Roquette in the functions as Lead
Independent Director at the end of the Shareholders’ Meeting,
replacing Patricia Barbizet, who has been Lead Independent Director
since December 19, 2015.
In view of the need to adapt the bylaws of the company to the
provisions of the French PACTE law of May 22, 2019, and in
particular those regarding Directors representing employees (the
threshold above which a second Director representing employees must
be appointed lowered from twelve to eight), by which a second
Director representing employees will be designated in the six
months following the Shareholders’ Meeting, the Board of Directors
of TOTAL S.A. also decided to submit to the approval of the
shareholders at the Shareholders’ Meeting the project to convert
the Company into a European company (Societas Europaea or SE).
The legal status of European company, which is common to all the
countries in the European Union and has been adopted by an
increasing number of companies in France and in Europe, will
reflect more accurately the economic and social reality of the
Group and fully recognize its European dimension. The project to
convert TOTAL S.A. into a European company will not affect its
governance, activities, tax affairs, the organization of the
company, the places of stock exchange listing, or the location of
its registered office, which will remain in France.
On this occasion, the Board of Directors is also proposing other
statutory amendments, including updating the Company’s corporate
purpose so as to adapt it to its strategy, which integrates climate
change-related challenges, by extending it to all forms of energy,
including electricity produced from renewable energies, as well as
the taking into account the social and environmental challenges in
the duties of the Board of Directors.
Furthermore, the Board of Directors will submit to the approval
of the shareholders at the Shareholders’ Meeting the compensation
of Executive and non Executive Directors as presented in the Report
on corporate governance. In particular, it will be proposed to the
shareholders to approve, on the one hand, the compensation policy
for members of the Board of Directors regarding the cap amount and
the allocation rules, and on the other hand, the components of the
compensation for fiscal year 2019 as well as the compensation
policy for fiscal year 2020 for Mr. Patrick Pouyanné, Chairman and
Chief Executive Officer. The total amount (fixed, variable portions
and performance shares) of Mr. Patrick Pouyanné thus increased by
6% between 2018 and 2019 after a decrease by 3% in 2018 compared to
2017. In 2019, it represented 46 times the average compensation and
59 times the median compensation of TOTAL S.A.’s employees
Finally, the Board of Directors approved the documents which
will be submitted to the approval of the shareholders at the
Shareholders’ Meeting to be held on May 29, 2020, including the
Management Report on the Group’s situation. This Report by the
Board of Directors is included in the Company’s Universal
Registration Document 2019, which will be available on the
Company’s website. The document includes notably a description of
the main risks to which the Group is exposed.
About Total
Total is a major energy player, which produces and markets
fuels, natural gas and low-carbon electricity. Our 100,000
employees are committed to better energy that is safer, more
affordable, 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 S.A. directly or indirectly owns
investments are separate legal entities. TOTAL S.A. has no
liability for their acts or omissions. In this document, the terms
“Total” and “Total Group” are sometimes used for convenience where
general references are made to TOTAL S.A. and/or its subsidiaries.
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 S.A. 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/20200319005217/en/
Total 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
TOTAL (NYSE:TOT)
Historical Stock Chart
From Mar 2024 to Apr 2024
TOTAL (NYSE:TOT)
Historical Stock Chart
From Apr 2023 to Apr 2024