FRANCE Trends and Developments Contributed by: Saam Golshani, Diane Lamarche, Félix Thillaye and Victoire Segard, White & Case LLP
The rise of ESG-related activism In parallel with the aforementioned developments, the last proxy seasons in France confirmed the rise of ESG-related activism, triggering a public debate around the validity of “Say on Climate” resolutions. TotalEnergies SE Since 2020, French issuers have continuously faced shareholder initiatives aimed at adding draft environ- mental resolutions to the agenda of annual general meetings. The past AGMs of TotalEnergies SE clearly illustrate this trend. In 2020, TotalEnergies SE was the first company to face a shareholder resolution aimed at amending its by-laws in order to compel the board of directors to: • disclose the company’s strategy to achieve the objectives of the Paris Agreement in its manage- ment report; and • provide an action plan with specific intermediary steps. TotalEnergies added the shareholder resolution to the agenda without board support, stating that the reso- lution would interfere with management’s attributed competence “by seeking to specify in the Articles of Association of the Company the content of the Man- agement Report”, since “the proposed resolution aims to have the General Meeting decide directly on a specific and quantitative strategy, which is the sole prerogative of the Board”. The board also emphasised that it had duly exercised its prerogatives by imple- menting a climate strategy. Based on these expla- nations, this resolution received a rejection rating of 83.2% by shareholders. In 2021, TotalEnergies itself submitted a resolution to its shareholders aimed at enabling the general meet- ing to issue an advisory vote on the sustainability policy of the company. This resolution received an approval rate of 91.88%. In 2022 there were further interesting developments, with a group of 11 shareholders submitting a draft resolution similar to the one filed in 2020, aimed at requiring the company to frame its climate strategy “to align its activities with the objectives of the Paris
Agreement”. The board of directors did not add this resolution to the agenda, indicating that it “encroach- es on the public policy competence of the Board of Directors to define the Company’s strategy”. Some of the shareholders challenged TotalEnergies’ decision by urging the AMF to force the board of directors to add the draft climate resolution to the agenda. How- ever, the AMF refused to intervene, and its president explained that the AMF had no power to issue such an injunction, which is the sole prerogative of the commercial court. In parallel, the company’s climate strategy submitted to the shareholders on an advisory basis received 89% approval in 2023. At its 2023 shareholders’ meeting, TotalEnergies faced a new type of shareholders’ resolution. This time, a shareholders’ coalition filed a resolution aimed at issu- ing a mere advisory vote, urging the board of directors to align its existing 2030 reduction targets of green- house gas (GHG) emissions in the use of its energy products (Scope 3) with the goal of the Paris Agree- ment. While this resolution was submitted to share- holder vote, the board of directors advised to vote against it, indicating that the proposal to achieve the global GHG emission reduction targets was contrary to the company’s interests. The shareholders followed the board of directors’ advice and rejected this pro- posal, which nonetheless received significant support (30.44% supportive votes). The climate strategy sub- mitted by the company on an advisory basis was, in turn, largely approved (88.76% supportive votes). No ESG-related shareholder resolutions were submit- ted at the 2024 and 2025 general meetings of Total- Energies. However, it should be highlighted that, each time, the advisory resolution submitted by the com- pany itself regarding the opinion on the sustainability and climate progress report was approved at rates of 79.72% in 2024 and approximatively 75% in 2025. This steady decline compared to 2021 (91.88%), 2022 (89%) and 2023 (88.76%) could be a sign of grow- ing shareholder scrutiny of the company’s climate strategy and could pave the way for renewed activist initiatives. Governance-driven activism Beyond ESG, governance-driven activism is gaining momentum, as shown by recent campaigns against
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