Saturday, May 16, 2009

I am moving

I am moving the blogs to http://corporategovernancewatch.wordpress.com/

Wednesday, May 6, 2009

Shell and standards

Shell and standards

The clock indicates you came in fourth by a fraction of a second but, hey, there was a headwind, you were trying harder than the other guy and, what's more, those stopwatches are all wrongly calibrated. Have bronze, instead, with our compliments.

The decision by Royal Dutch Shell's remuneration committee to overrule its own pay policy for top executives - for the second year running - looks terrible.

But Shell is no Bellway, the UK housebuilder that last year retroactively scrapped its performance targets without consulting shareholders, earning itself a justified beating at its annual meeting. In fact, the directors on Shell's remuneration committee have done almost everything right.

They asked shareholders for the opportunity to use discretion - either in favour or against pay awards - three years ago to avoid being forced into making an anomalous award. They rightly identified that, as a performance gauge, total shareholder return - which has grown like a poorly pruned hedge at many companies, overshadowing better measures - risked distorting the outcome. They then reviewed the policy in the light of shareholder concerns and added some new relative measures for 2009. Finally, they managed all this without having to rely heavily on external compensation consultants (though Towers Perrin supplied supporting data).

That shows a reassuring independence of mind. After all, if the likes of Sir Peter Job (former chief executive of Reuters), Lord Kerr (once Britain's ambassador to the US), Deutsche Bank's Josef Ackermann and Jorma Ollila of Nokia needed their hands held, Shell really would be in a pickle.

Where, then, did they go wrong? The committee exercised its discretion twice in two years to grant shares that executives did not, under a strict interpretation of Shell's own rules, deserve, and did so without further shareholder consultation.

These are not hanging offences. Not all investors will follow the recommendations of shareholder advisory groups to rebel. Shell could further refine its procedure next year simply by scheduling a couple of days between meetings of its remuneration committee and its board meetings to flag issues to big investors. But the titans and titled folk on the committee can't complain about being called to account, if only because mere mortals at other companies look to the race leaders to set the standard.

Source: http://www.ft.com/cms/s/0/e76674f8-39d5-11de-b82d-00144feabdc0.html?nclick_check=1