During tthe year under review, the Company has been involved in litigation related to pesticide use, climate change, investments in Nigeria and an accident in Pakistan.
Item 2: Approve the Remuneration Report.
The structure is unsatisfactory. Although performance is weighted toward the long-term, the bonus exceeds guidelines, qualitative criteria exceed our limits, the severance provisions exceed guidelines and an excessive loss of office payment has been made during the year. There is overlap between the performance conditions used for the STI and LTI with cash flow from operating activites accounting for 30% of the bonus and 25 of the LTI. Actual and potential incentive pay is grossly excessive. In addition, the accrual rate used to calculate the pension contribution is not disclosed.
Approve share buybacks. Although FCF covered the dividend this year, we believe that Shell should prioritize debt repayment as it pays down its massive debt pile resulting from the BG acquisition.
Moreover, we are concerned by the fact that shareholders were not offered the opportunity to vote on the dividend.
Item 19: External Resolution.
Shareholders are asked to approve a shareholder proposal submitted by Follow This, a Dutch group representing shareholders that collectively hold 645,314 shares in Shell. The resolution requests that the Company set and publish targets that are aligned with the goal of the Paris Climate Agreement to limit global warming to below 2 degrees
Despite our misgivings regarding the lack of detail in the resolution, we do believe that oil majors such as Shell should play a fundamental role in promoting a low-carbon future and this starts by honoring the commitments under the Paris Agreement. Although the Company has made progress in reducing its GHG emissions in recent years, the lack of long-term targets critically undermines this process and fails to appropriately incentivize executives. Case in point is in 2017 where both Scope 1 and Scope 2 emissions increased.
We additionally find it unacceptable that Shell did not make an attempt to link investments in New Energies to executive compensation. Moreover, a target annual budget of $1-$2 billion for said investments is abysmally low considering a capital budget that can easily exceed $20 billion in a given year. Shareholders should also note that, like most of its oil major peers, Shell is not a signatory to the Science-Based Targets Initiative.
As we concluded last year, the unwillingness to set tangible reduction targets for GHG emissions makes it difficult to truly measure Shell’s progress towards transitioning to cleaner energy and alludes to the fact that its strategy to reduce its carbon footprint rests heavily on the transition towards natural gas, especially after the BG acquisition.
Royal Dutch Shell is a holding company. Through its subsidiaries, Co. is engaged in the oil and gas industry. Co. reports its business through four segments: Integrated Gas, which engaged in the liquefaction and transportation of gas and the conversion of natural gas to liquids to provide fuels and other products; Upstream, which engaged in the exploration for and extraction of crude oil, natural gas and natural gas liquids; Downstream, which engaged in oil products and chemicals manufacturing and marketing activities; and Corporate, which comprising Co.'s holdings and treasury organisation, its self-insurance activities and its headquarters and central functions.
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Une fois de plus, la société est à féliciter en terme de communication puisqu'elle met à dispostion des actionnaires son rapport annuel dans un temps record. Le mandat de Laurence Verdickt arrive à échéance le 8 avril 2019 et n'est pas renouvelé. Le conseil d’administration propose la nomination de Mathilde Yagoubi comme administratrice libre de conflits d'intérêts potentiels qui sera soutenue (résolution 6). Malgré quelques faiblesses en terme de transparence et de structure, les rémunérations des dirigeants mandataires sociaux pour les exercices 2018 et 2019 (résolutions 7 à 9) semblent ac...
Proxinvest attire l’attention des actionnaires sur les points suivants : Tout d’abord les rémunérations attribuées au titre de 2018, résolutions Ex Post, rencontrons des recommandations négatives du fait que la société ne communiquent pas les taux d’atteintes de chacun des critères de performance pour la rémunération variable. Concernant les politiques de rémunération, Proxinvest recommande l’approbation des politiques du fait de l’amélioration en termes de transparence et l’inclusion d’un critère lié au RSE.
In item 3, the AGM is called to appoint the Board of Statutory Auditors on slates of nominees submitted by shareholders holding, even jointly, at least 0.5% of UniCredit's share capital. Two slates of nominees have been submitted, by UniCredit's business partner and shareholder Allianz (1.0%) and a group of institutional investors (1.7%).One of the institutional investors that submitted the slate of nominees is Generali Investments, which is a client of ECGS partners Proxinvest and Frontis Governance. It is important to note that these partners do not provide consulting services to Generali. V...
In item 4, shareholders are called to an advisory vote on the remuneration report. We have serious concerns over the variable remuneration structure, as it exclusively depends on annual results and no limits to the maximum bonus are disclosed. In our opinion, the executive remuneration is not adequately linked to long-term results, hence he recommend opposition. In item 5, the AGM is called to appoint the members of all corporate bodies (Board of Directors, Board of General Meeting and the statutory auditor) in a single item. The members of the Board of Directors and the Board of General Meet...
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