Investors reject Royal Dutch Shell's pay plan

We will be keeping a close eye on the oil producer's future moves to tie compensation with performance

Catharina Milostan | 21-05-09 | E-mail Article

Royal Dutch Shell's investors sent a clear signal of anger over executive compensation with a convincing 59% vote to reject the firm's executive compensation plan. Although this may not change Shell's long-term growth plans nor our fair value estimate, this vote does highlight global concern over compensation. The vote is just advisory and does not invalidate Shell's pay plan. However, because this is the second year Shell faced investor concern over pay, we will keep a close eye on the firm's future moves to tie compensation with performance and enforcement of new guidelines.

Chief among investor concerns this year was the decision by Shell to award performance-based shares even though the firm was not ranked in the top three among oil major peers in total shareholder returns. Shell placed fourth, but its board still awarded the bonuses claiming the group was close to third-ranking firm, Total. In 2005, Shell's shareholders approved a move to allow more discretion over performance awards. Last year, many investors were concerned over compensation for three senior Shell executives, but the compensation scheme was approved by a slim majority. What changed this year was increasing global outrage regarding executive compensation and more opposition from institutional investors including Franklin Mutual and Standard Life Investments in Shell's case.

British investors have a head start over US counterparts since advisory votes on pay were allowed in 2003. However, US investors can now vote on compensation at firms receiving federal bailout funds. Shell was the largest of an increasing list of UK firms, including Royal Bank of Scotland and Provident Financial, with rejected pay plans. BP and Xstrata faced opposition but gained approval this year. US shareholders may have had less time to organise this year after receiving approval for advisory votes in February 2009. However, some upcoming advisory votes may be worth watching, including that of American International Group (AIG) on June 30.

Catharina Milostan is an equity analyst with Morningstar.com.

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