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Shell bonus rebels want Job to go

May 24, 2009

Remuneration chairman under fire after bosses cash in despite poor performance

ANGRY investors in Royal Dutch Shell are this weekend calling for the head of Sir Peter Job, the director at the centre of last week’s embarrassing pay revolt at the oil group.

Shareholders think the removal of Job, former chief executive of news group Reuters, should be the first step in the shake-up of a boardroom criticised as being out of touch.

The changes are being demanded after a decision to pay £3.65m in bonuses to executives despite missing performance targets. As head of the remuneration committee, Job waved the payments through.

“He should go,” a top institutional investor told The Sunday Times.“He’s been there too long. He’s clearly not in tune with the mood of investors.”Franklin Mutual, the US fund, last week called Job’s bonus decision “pathetic”.

Many shareholders were already upset after Job sent a letter to investors before the vote to explain the committee’s position. One investor described the letter, seen by The Sunday Times, as “tone-deaf”. In it Job referred to the pay row as “an irritant” and argued that the company had “already gone a long way towards meeting” shareholder concerns.

The investor said: “It was the tone of it. It gave the impression that they are living in a world of their own.”

Job has been a nonexecutive director at Shell since 2001. He has chaired the remuneration committee since 2007.

The bonus plan was based on Shell’s three-year share performance relative to a group of rival firms. It finished fourth, meaning executives were entitled to nothing. Because the difference between the next closest rival, France’s Total, was considered marginal – less than 2% – Job waved through payments equal to 50% of base salary. It was the second consecutive year he had approved pay-outs despite Shell’s underperformance.

The decision enraged investors – nearly 60% voted down the remuneration report – but the vote is not binding. Shell and Job declined to comment.

There are wider concerns about the company’s governance. Shareholders are understood to also be uneasy about a decision to appoint Jeroen van der Veer as the new nonexecutive director after he retires as chief executive next month.

“We weren’t consulted. Most investors think that’s a bad idea,” one investor said. “Shell has always tended toward introversion and the fear is that they are reverting to type.”

Appointing a former chief executive to the board is not addressed in the Financial Reporting Council’s combined code of corporate governance. It does require that a majority of board members be independent and there is concern that the independence of Shell’s board will be diluted. Van der Veer will replace independent director Maarten van den Bergh next month.

Shell has modified the terms of its incentive plan. Instead of focusing solely on total shareholder return it will take into account cash generation, oil production and earnings per share relative to its peer group.

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