The Sunday Telegraph: Shell heads for shareholder defeat on director responsibility

By Sylvia Pfeifer (Filed: 27/06/2004)

Royal Dutch faces an investor defeat if it fails to withdraw two key motions asking shareholders to absolve directors from responsibility for the oil giant's recent troubles. 

The Telegraph has taken soundings among leading shareholders in Royal Dutch, the Netherlands-based arm of Royal Dutch/Shell. These reveal that many intend either to vote against the motions or to abstain. None contacted by this newspaper said they would vote in favour.

About 25 per cent of Royal Dutch stock is owned by US-based investors. They are understood to be following the recommendation of Institutional Shareholder Services (ISS), the influential proxy voting service.

ISS has called for a vote against "discharging" directors - led by Jeroen van der Veer, Shell's president - of their responsibilities for the past year, when the oil group plunged into crisis after it admitted it had overstated its reserves.

The crisis has put pressure on Shell to simplify its dual-board structure and reform its corporate governance.

Although the vote is non-binding, a defeat would represent a public-relations disaster for the company and be seen as an effective vote of no confidence in its management.

Crucially, while the two motions are required by Dutch law, the chairman has the right to decide not to put them to a vote. He can also choose to withdraw the motions right up until the moment when the results of a vote are to be announced.

"I believe it is something that is being considered," said one leading shareholder, who had been in touch with Shell in the past two days. "There are quite a few who will vote against the resolution or abstain from it. We simply don't have enough information to absolve the directors for the past year."

Eric Knight of Knight Vinke Asset Management, the US asset manager, which will also represent Calpers, the giant US pension fund, at the meeting in The Hague, said he would reiterate calls on Shell to clarify its review of its corporate structure.

"What needs to be re-established is the intangibles, the goodwill, the confidence people had in Shell," he said.

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