Royal Dutch Shell Plc will face difficult questions at its annual general meeting next week after an investor-advisory group urged shareholders to challenge executive pay and the company’s response to a fatal accident in Pakistan.
Institutional Shareholder Services Inc., an influential adviser on corporate governance, has recommended investors reject Shell’s pay report at its AGM on May 22, saying it was initially “silent” on the Pakistan incident. ISS also said it could only offer “qualified support” to the re-election of the independent director looking after corporate social responsibility.
While Shell has explained the accident was connected to a sub-contractor and therefore shouldn’t be included in its executive-pay calculations, ISS’s position suggests the AGM might not run smoothly. The Anglo-Dutch oil major is already facing a battle on climate change, after a shareholder group filed a resolution asking the company to set specific emission-reduction targets.
“We strongly disagree with several of the concerns set out in ISS’s voting recommendation,” a Shell spokeswoman said in an emailed statement. “Shell takes safety extremely seriously. Last year’s tragedy in Pakistan has been discussed by Shell’s Board of Directors, and we continue to assess the lessons we can learn from it.”
The catastrophe occurred last June, after a fuel truck being driven by a Shell sub-contractor rolled over in Punjab province. People from a nearby village approached the site to collect spilling fuel, which then ignited, killing more than 200 and injuring dozens of others.
Shell paid a $2.4 million fine to Pakistan’s industry regulator following the accident. While the company said it would work with aid agencies to provide relief to affected communities, ISS said Shell could improve disclosure around how the tragedy affected remuneration.
ISS also raised other concerns about incentive payments, saying Chief Executive Officer Ben van Beurden reached only 70 percent of the targets required to receive his full bonus but will get a payout totaling 80 percent. Further, Shell lagged behind the market in publicizing cash-flow goals.
The oil company said its pay report reflects policies approved by shareholders — and ISS — in 2017. Van Beurden’s total direct remuneration climbed to 8.54 million euros ($10 million) last year, a 3.4 percent increase as profit almost tripled.
If shareholders follow ISS’s recommendation to reject executive pay, the outcome of the vote would be non-binding.
The group’s views run counter to those of another shareholder-advisory firm, Glass Lewis & Co., which urged stockholders to approve remuneration because it had “no material concerns.”
Both organizations rejected the shareholder resolution on climate targets, which was filed by a Dutch group called Follow This. Some smaller investors, including the Church of England, have come out in support of the proposal.
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