Report
Expert Corporate Governance Service (ECGS)
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Royal Dutch Shell – AGM 19 May 2020

Item 2: Remuneration policy

 

The Remuneration Committee concludes that Shellns existing remuneration structures are well aligned with strategy and effective in delivering pay for performance. ECGS appreciates its effort to reduce the incentive potential and the total remuneration in response to shareholdersnconcerns. However, the proposed remuneration policy still exceeds our limits on STI and LTI and we recommend to oppose.

 

Item 11: Re-election of the Chairman of the Board

 

The new UK Code 2018 addresses Chair tenure and provides a limit of nine years from the date of the first appointment to the Board. It also allows to extend this term to facilitate the succession. Charles O. Holliday has been board member since September 2010 and is currently Chair of the Board and Nomination committee. While we can understand the need to extend the Chairmanns tenure, the best governance supposes that the Company discloses its succession planning for this role. We regret that Shell has not done so. It also needs to be outlined that the Code recommends that the chair of the board should not chair the nomination committee when it is dealing with the appointment of their successor. We regret that Shell does not follow these best practice principles.

 

Item 21: Climate-related shareholder proposal, not supported by the Board

 

Mark van Baal, founder of Follow This, said Shell was still failing to show leadership at a time of devastating climate change. oWhile Shell repeatedly claims its ambition is to support Paris, management consistently refuses to adopt the concrete emissions targets needed to reach the Paris goal of well-below 2 degrees Celsius.pECGS supports this proposal as a powerful tool to make companies more responsible or even leaders in the energy transition by setting concrete targets.

Underlying
Royal Dutch Shell Plc Class B

Provider
Proxinvest
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Expert Corporate Governance Service (ECGS)

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