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Controversial Head Of Shell Remuneration Bd To Retire

THE WALL STREET JOURNAL

By James Herron

Of DOW JONES NEWSWIRES

SEPTEMBER 11, 2009, 10:47 A.M. ET

LONDON (Dow Jones)–The controversial head of Royal Dutch Shell PLC’s (RDSB.LN) remuneration committee, who angered shareholders by awarding bonuses to executives who had missed performance targets, will step down on October 1, the company said in a statement Friday.

The retirement of Peter Job, “is purely because he has been a non-executive director for nine years,” after which time it is standard corporate practice to retire in order to preserve the independence of the board, said a Shell spokesman.

However, Job has been under pressure since May, when 60% of Shell shareholders voted down executive directors’ pay packages at an acrimonious annual general meeting in the Hague, the Netherlands. Following the vote, some of Shell’s institutional investors called for Job to resign.

Under the rules of Shell’s long-term incentive plan, the executive directors should receive no bonus shares if the company ranks fourth or lower in a group of 10 of its peers on the basis of total shareholder return. In 2008, Shell was fourth, but Job’s remuneration committee decided to award executives half the shares allotted for third place, prompting shareholder anger.

The Shell spokesman said talks with shareholders over changes to the company’s remuneration policy are, “still in the works.”

“We took the outcome of the vote very seriously…there will be more engagement with shareholders shortly for proposals for remuneration packages for the second half of 2009,” he said.

Shell had already broadened the criteria on which its long-term incentive plan is judged to improve its accuracy before the AGM vote, the spokesman added.

Job is a British national and former Chief Executive of news agency Reuters, now part of Thomson Reuters Corp. (TRI). He has been a non-executive director of Shell since 2001. He is also a non-executive director of Schroders PLC (SDR.LN) and TIBCO Software Inc. (TIBX) and a member of the Supervisory Board of Deutsche Bank AG (DB), Shell said on its Web site.

He will be replaced by Hans Wijers, formerly of Shell’s Corporate and Social Responsibility Committee.

-By James Herron, Dow Jones Newswires; +44 (0)20 7842 9317; [email protected]

WSJ ARTICLE

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