Corporate Governance

TotalEnergies is committed to institutionalizing the principles of corporate governance and ethical business practices. We have always adopted a responsible attitude towards corporate governance and issues of Corporate Social Responsibility in Nigeria. The Company conducts its business with integrity and pays due regard to the laws of Nigeria and the legitimate interest of its stakeholders. The Board of Directors (“the Board”) is continually reviewing corporate governance standards and procedures and subscribes to regulation, legislation and international best practices.

Board Committees:

In line with its Articles, the Companies and Allied Matters Act, 2020 and in conformity with the Securities and Exchange Commission’s 2011 Corporate Governance Code and the Nigerian Code of Corporate Governance 2018 the Board has established some committees and will in the course of the coming year establish additional committees to cover specific subject matters. These committees assist the Board to effectively perform its guidance and oversight functions. All committees have terms of reference which guide them in the carrying out of their responsibilities. The committees comprise of Directors and shareholder representatives. In 2022, there were three Board Committees and a Statutory Committee: Diversity and Staff Development Committee, Corporate Governance Committee, Risk Management Committee and the Statutory Audit Committee. In the opinion of the Board, the committees performed creditably during the year under review.

Diversity and Staff Development Committee:

The Company recognizes diversity as a decisive factor for its competitiveness, attractiveness and ability to adapt. This committee is charged with studying diversity patterns in the workforce and developing ideas and solutions towards ensuring a balanced and productive human resource base for the Company as well as recommending methods for building and developing employee potential in line with Company policy. The committee also has oversight of the welfare of employees and labour relations. The members of the Diversity and Staff Development Committee were: 

1. Ms. T. Ibru
2. Engr. R. Sirajo
3. Dr. J. Nnamani

Corporate Governance Committee:

This committee's brief is essentially the application of the Code of Corporate Governance to the structure and operations of the Company with a view to ensuring compliance with internationally accepted guidelines, practices, and norms of corporate conduct. In this respect, it examines matters that bear potential risks for the Company. The members of the committee are:

1. Ms. T. Ibru
2. Engr. R. Sirajo
3. Dr. J. Nnamani

Risk Management Committee:

The Board established a Risk Management Committee. This committee's brief is essentially to assist the Board of Directors in fulfilling its guidance and oversight responsibility relating to establishment of policies, standards and guidelines for risk management and compliance with legal and regulatory requirements in the Company. The members of the committee were:

1. Dr. J. Nnamani
2. Engr. R. Sirajo
3. Mr. N. Ben Hamida

Statutory Audit Committee:

In compliance with Section 404(2) of the Companies and Allied Matters Act, (CAMA) 2020 the Company has established a Statutory Audit Committee. In 2020 the Statutory Audit Committee membership was revised to comply with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA), 2020 which requires that the committee be composed of two Non-Executive Directors and three shareholders elected at the Annual General Meeting. It is chaired by a shareholder representative. The terms of reference of the committee are as prescribed in the provisions of Section 404(7) of the Companies and Allied Matters Act (CAMA) 2020 and the Statutory Audit Committee Charter.

In the performance of their duties, members of the committee have direct access to the internal audit department, the external auditors, Management, and any other officer that is required. In compliance with the provisions of Section 404(3) of the Companies and Allied Matters Act (CAMA), 2020 the following members and Directors were elected and will serve on the committee up to the conclusion of the 46th Annual General Meeting:

1. Chief T.A. Adesiyan - Shareholder (Chairman)
2. Mr. T.K Akanji - Shareholder
3. Mr. C. Achara - Shareholder
4. Ms. T. Ibru - Director
5. Engr. R. Sirajo - Director
   
   For inquiries and further information, please reach out to our Company Secretary and Investor Relations Manager:
   
   Company Secretary:
   Name: Mr. Mark N. Mannok
   Email: [email protected]
   Phone: 08150891408
   
   Investor Relations Manager:
   Name: Stephanie Aganmwonyi
   Email: [email protected]
   Phone: 08077111050