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Total – AGM 29 May 2020

TEM 14: ECGS deplores the fact that the company is proposing in a single resolution numerous changes to the articles of association and the transformation into a European Company. This blocked vote is not good governance.

 

ECGS has reservations about maintaining the double voting right and about the new paragraph 2 of article 14 of the articles of association, which gives the board of directors the right to confer prerogatives when statutory rules are preferable.

 

Moreover, ECGS is not convinced by the company's arguments, as this transformation does not bring any benefits and the company remains an international group of French origin, with France remaining by far its main country of presence in Europe. Even if the company does not seem to envisage this in the short term, we cannot recommend ending the ban on transferring the registered office to a foreign EU member state because the level of shareholder protection is not the same in all EU countries. Similarly, the adoption of the European Company Statute could prove risky for shareholders' rights in the likely event of a change in European law in the future. For these reasons we do not support resolution 14.

EXTERNAL ITEM A: Investor shareholder engagement efforts with Total have multiplied recently (Phitrust, Climate Action 100+, co-submitters of this resolution), leading Total to remarkably change its climate strategy and revolutionize its energy mix in just a few years. These new climate ambitions, including carbon neutrality by 2050 in Europe and carbon neutrality on its own emissions worldwide, are commitments that deserve to be applauded and that would not have been possible without a certain sense of shareholder dialogue. They enable Total to get back in line with the ambitions of its European competitors and to defend its "responsible energy major" project.

The additional information requested by this resolution on the action plan, capital spending on renewable energies and a strategy for aligning with the objectives of the Paris Accords seems to us to be worthy of support, as the company is no longer so far away and is moving in the right direction with its new climate ambitions and the Board of Directors' desire to take better account of environmental issues. Beyond the obvious positive effects for the planet and the economy, there is, in our opinion, more to be gained for the group in terms of innovative business opportunities, reduced risks of environmental liabilities and the attractiveness of a responsible and long-term shareholder base.

Underlying
Total SE

Total is an international integrated oil and gas company also active in solar and biomass energy sources. Co. engages all aspects of the petroleum industry, including Upstream operations (oil and gas exploration, development and production, and LNG (Liquefied Natural Gas)) and Downstream operations (refining, petrochemicals, specialty chemicals, marketing and marketing and trading and shipping of crude oil and petroleum products). In addition, Co. is engaged in the coal mining and power generation sectors. Co.'s worldwide operations are conducted through three business segments: Upstream, Refining & Chemicals, and Marketing & Services.

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Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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