Remuneration April 2019 Shareholder Engagement - Royal Dutch Shell plc
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Remuneration April 2019 Shareholder Engagement Royal Dutch Shell plc Gerard Kleisterlee Chair of the Remuneration Committee
Gearing is defined as net debt as a percentage of total capital. With effect from 2018, the net debt calculation includes the fair value of derivative financial instruments used to hedge foreign exchange and interest rate risks Definitions & relating to debt, and associated collateral balances. Free Cash Flow is defined as the sum of “Cash flow from operating activities” and “Cash flow from investing activities”. Cash flow from operating activities excluding working capital movements is defined as “Cash flow from operating activities” less the sum of the following items in the Consolidated Statement of Cash Flows: (i) (increase)/decrease in inventories, (ii) (increase)/decrease in current receivables, and (iii) increase/(decrease) in current payables. Organic free cash flow is defined as free cash flow excluding inorganic capital investment (acquisitions) and divestment proceeds. ROACE (Return on cautionary note Average Capital Employed) is defined as the sum of current cost of supplies (CCS) earnings attributable to shareholders excluding identified items for the current and previous three quarters, as a percentage of the average capital employed for the same period. Capital employed consists of total equity, current debt and non-current debt. Capital investment comprises capital expenditure, exploration expense excluding well write-offs, new investments in joint ventures and associates, new finance leases and investments in Integrated Gas, Upstream and Downstream equity securities, all of which on an accruals basis. Divestments comprises proceeds from sale of property, plant and equipment and businesses, joint ventures and associates, and other Integrated Gas, Upstream and Downstream investments, reported in “Cash flow from investing activities (CFFI)”, adjusted onto an accruals basis and for any share consideration received or contingent consideration recognised upon divestment, as well as proceeds from the sale of interests in entities while retaining control (for example, proceeds from sale of interest in Shell Midstream Partners, L.P.). Headline divestments is a non-GAAP metric. Divestment cash proceeds in 2016-2018 were equal to $26.7 billion (in Cash flow from investing activities) and $2.1 billion (“Change in non-controlling interest” in Cash flow from financing activities, primarily related to Shell Midstream Partners, L.P.). Additionally certain contingent payments associated with these divestments are expected to be received in the future. This presentation contains the following forward-looking Non-GAAP measures: Organic Free Cash Flow, Free Cash Flow, Capital Investment, CCS Earnings less identified items, Operating Expenses, ROACE, Capital Employed and Divestments. We are unable to provide a reconciliation of the above forward-looking Non-GAAP measures to the most comparable GAAP financial measures because certain information needed to reconcile the above Non-GAAP measure to the most comparable GAAP financial measure is dependent on future events some which are outside the control of the company, such as oil and gas prices, interest rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non- GAAP measures in respect of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Royal Dutch Shell plc’s financial statements. As the projects are expected to be multi-decade producing the per barrel projection will not be reflected either in earnings or cash flow in the next five years. The financial measures provided by strategic themes represent a notional allocation of ROACE, capital employed, capital investment, free cash flow, organic free cash flow and underlying operating expenses of Shell’s strategic themes. Shell’s segment reporting under IFRS 8 remains Integrated Gas, Upstream, Downstream and Corporate. All outlook on financial metrics and/or alternative performance measures excludes the effect of IFRS 16 implementation. Also, in this presentation we may refer to “Shell’s Net Carbon Footprint”, which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy products we sell. Shell only controls its own emissions but, to support society in achieving the Paris Agreement goals, we aim to help and influence such suppliers and consumers to likewise lower their emissions. The use of the terminology “Shell’s Net Carbon Footprint” is for convenience only and not intended to suggest these emissions are those of Shell or its subsidiaries. The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this presentation “Shell”, “Shell group” and “Royal Dutch Shell” are sometimes used for convenience where references are made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the words “we”, “us” and “our” are also used to refer to Royal Dutch Shell plc and its subsidiaries in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in this presentation refer to entities over which Royal Dutch Shell plc either directly or indirectly has control. Entities and unincorporated arrangements over which Shell has joint control are generally referred to as “joint ventures” and “joint operations”, respectively. Entities over which Shell has significant influence but neither control nor joint control are referred to as “associates”. The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell in an entity or unincorporated joint arrangement, after exclusion of all third-party interest. This presentation contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning the financial condition, results of operations and businesses of Royal Dutch Shell. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward- looking statements include, among other things, statements concerning the potential exposure of Royal Dutch Shell to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions. These forward-looking statements are identified by their use of terms and phrases such as “aim”, “ambition’, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’, ‘‘may’’, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ and similar terms and phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell and could cause those results to differ materially from those expressed in the forward-looking statements included in this presentation, including (without limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in demand for Shell’s products; (c) currency fluctuations; (d) drilling and production results; (e) reserves estimates; (f) loss of market share and industry competition; (g) environmental and physical risks; (h) risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; (i) the risk of doing business in developing countries and countries subject to international sanctions; (j) legislative, fiscal and regulatory developments including regulatory measures addressing climate change; (k) economic and financial market conditions in various countries and regions; (l) political risks, including the risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; and (m) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous dividend payments. All forward-looking statements contained in this presentation are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional risk factors that may affect future results are contained in Royal Dutch Shell’s Form 20-F for the year ended December 31, 2018 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this presentation and should be considered by the reader. Each forward-looking statement speaks only as of the date of this presentation, April 1, 2019. Neither Royal Dutch Shell plc nor any of its subsidiaries undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this presentation. We may have used certain terms, such as resources, in this presentation that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. U.S. Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov. Royal Dutch Shell April 2019 2
Agenda Themes for today Our approach to remuneration and its alignment to our strategy 2018 pay outcome 2019 developments 2020 policy review Royal Dutch Shell April 2019 3
Alignment Strategy How the strategy links to the CEO’s 2018 variable pay elements with 2018 strategy CEO The vision for thriving in the energy transition is led by Thrive in INDIVIDUAL the energy PERFORMANCE the CEO and embedded in his individual performance targets. transition World-class LONG-TERM World-class investment metrics such as cash generation and capital investment INCENTIVE discipline, as well as value created for shareholders, are included case PLAN in the LTIP. Strong Licence to operate measures such as operational excellence and licence ANNUAL sustainable development are included in the scorecard. The measures are to operate BONUS key building blocks to being a world-class investment case and support our journey to thrive in energy transition. Royal Dutch Shell April 2019 4
2018 and Base salary historical pay €’000 Peter Voser on seat from July 1 2,000 outcomes 0% +3.3% +3.2% +2.5% Ben van Beurden on seat +2.1% +2.1% +2.1% +2.5% 1,500 1,750 1,550 1,600 1,640 1,500 1,460 1,490 1,527 1,400 1,430 1,000 500 0 2009[A] 2010 2011 2012 2013 2014 2015 2016 2017 2018 Annual Bonus Scorecard outcome LTIP vesting outcome Base salary 2 200% developed at 10-year average: consistent pace 1.5 1.24 150% Scorecard on 100% Target average above 1 10-year average: target 50% 89% of target LTIP vesting 0.5 0% on average 16-'18 '07-'09 '08-'10 '09-'11 '10-'12 '11-'13 '12-'14 '13-'15 '14-'16 '15-'17 0 below target 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Discretion applied TSR EPS CFFO Production/ROACE [A] Peter Voser on seat from July 1. Figure shown is the proration of salary for Jeroen van der Veer (€2 mln) and Peter Voser (€1.5 mln). Royal Dutch Shell April 2019 5
2016 LTIP – Total shareholder return [A] Earnings per share growth [B] vesting outcome Shell Shell BP BP Chevron Chevron Total Total ExxonMobil ExxonMobil 0% 20% 40% 60% 80% 0% 100% 200% 300% 400% Cash flow from operations growth ROACE growth Shell BP Chevron Shell Total Chevron World class investment BP Total case: metrics above ExxonMobil ExxonMobil target 0% 20% 40% 60% 80% 100% 0% 2% 4% 6% 8% 10% 12% [A] TSR measured from 1 January 2016 to 31 December 2018 using a share price averaged over 90 days (45 days either side of the relevant date). [B] Calculated on Current Cost of Supplies (CCS) basis, and EPS replaced by FCF for awards granted from 2017 onwards. LTIP measures are based on relative performance compared with the other oil majors. Growth is measured and ranked based on the 2018 full year data points compared with those at the beginning of the period (financial year 2015 for earnings per share growth, cash flow from operations growth and ROACE growth) using published financial information. Royal Dutch Shell April 2019 6
Performance Performance and delivery Delivery Gearing reduced to 20.3% Financial in 2018 All-cash dividend paid Framework Delivery Started $25 billion buyback programme Portfolio Cash Flow From Operations (CFFO) of $53 billion & projects Realised $10 billion CFFO from new projects in 2018 delivery Continued to lead the way in energy transition debate Delivery Financial Disciplined & efficient capital allocation in 2016- Framework 2018 Delivery Canceled scrip dividend On track to deliver organic FCF of $25- Portfolio Realised BG synergies & projects Delivered $30 billion divestment programme $30 billion by 2020 as delivery announced in 2017 Reduced underlying operating expenses Divestments: headline. 2020 organic free cash flow outlook at $60 per barrel real terms 2016, mid-cycle Downstream. Share buybacks: subject to further progress with debt reduction and oil price conditions. CFFO from new projects in 2018 and 2020 compared with 2014, at $60 per barrel real terms 2016, mid-cycle Downstream. Royal Dutch Shell April 2019 77
CEO pay Pay outcome outcome Fixed remuneration Base salary: = € 1,527,000 Benefits: €1,559,050 = € 32,050 2018 Annual Target bonus: Individual performance €3,000,000 scorecard bonus = € 2,290,500 factor = 1.0 (196% of base salary) result = 1.31 Vesting outcome: [A] Increase in share price: [B] Accrued dividends: [C] LTIP 236,302 x 190% = 448,974 RDS A 448,974 x €7.215 107,432 x RDS A € 15,209,358 (€9,033,353) (€3,239,346) (€2,936,659) Pension € 369,400 Total € 20,137,808 Shareholding level 11.8x base salary 2016 vested LTIP shares were subject to two-year 6x base salary holding period. CEO 4.5x base salary voluntarily extended to 2x base salary three years. [A] Based on the share price at grant of €20.12. Dec-16 Dec-17 Dec-18 Mar-19 [B] Calculated as the share price at vesting minus the share price at the date of grant €27.335 - €20.12 = €7.215. [C] Based on the share price at vesting of €27.335. Royal Dutch Shell April 2019 8
Alignment: comparative pay ratio approaches indicate that Shell is in line with peers and FTSE 30 Pay levels Consistency: jobs at all levels in Shell are benchmarked externally Competitiveness: packages are set in the context of the relevant market to ensure we attract and retain talent Sharing in success: 55,000 employees are on the same annual bonus scorecard as the CEO. 16,000 employees receive share awards with similar performance measures Target pay 2019 [A] CEO: pay ratio Internally proportionate FTSE 30 CEO single total figure against actual average global employee Base salary, plus on-target bonus and long-term incentive, costs [B] benchmarked externally against relevant market Lower quartile Median CEO Competitive CFO in market Proportionate EC Lowest CEO pay ratio Highest CEO pay ratio internally Shell minimum pay ratio [D] Fixed remuneration Annual incentive Long-term incentive Shell 2017 CEO single total figure pay ratio [C] Staff shares in Shell maximum pay ratio [D] success Shell 2018 CEO single total figure pay ratio [E] [A] EC refers to Executive Committee excluding CEO and CFO. SE refers to Senior Executive, the top-level of Shell management below the Executive Committee. [B] Based on average global employment cost using employee numbers and staff costs (excluding social security costs) as disclosed in the financial statements (n.b. this is not a CEO pay ratio defined under any UK requirement). [C] See “Single total figure of remuneration for Executive Directors’ on page 101 of the 2017 Annual Report. [D] Calculated based on CEO pay scenarios as illustrated on page 143 of the Annual Report against 2018 actual average global employee costs. The 2018 single figure ratio exceeds this theoretical maximum as the theoretical maximum does not include share price appreciation and dividends. [E] See “Single total figure of remuneration for Executive Directors’ on page 131 of the 2018 Annual Report. Royal Dutch Shell April 2019 9
2019 Key changes in 2019 – anticipating 2020 Policy proposals Developments 2019 Policy We engaged shareholders early in preparation for 2020 Policy review. Having listened to views we have decided to accelerate some changes. Our shareholder approved policy is broad enough to make these changes without waiting until the vote in 2020 and we are accelerating the following three changes to take effect from 2019: Engaged with shareholders Listened to their Energy transition Bonus simplification CEO target bonus views Accelerating changes Inclusion of energy Removal of individual Target annual bonus reduced to 2019, from our transition condition in LTIP performance element to 125% of base salary 2020 Policy work Royal Dutch Shell April 2019 10
Remuneration Evolution of GHG and energy transition-related metrics developments – energy transition 2017 2018 2019 2020 Policy review GHG management in Evolved GHG Energy transition in Group Annual Bonus management LTIP: Scorecard: in Group Annual 3-year NCF target Measures are ~60% of operated Bonus Scorecard (energy products evolving scope 1&2 (intensities) sold), and Introduction of emissions Close to 90% of Measures promoting energy transition Applies to ~55,000 operated scope 1&2 NCF reduction in metric in LTIP in people emissions long-term GHG management in 2019 Group Annual Bonus Scorecard Royal Dutch Shell April 2019 11
Remuneration Energy transition LTIP metrics developments – The energy transition condition will contain a mix of measures that set the foundations to contribute to Shell’s strategic ambitions in the longer run: energy transition Net Carbon Footprint (NCF): a target for reducing the NCF of the energy Shell sells [A] Growth of our power business Advanced biofuels technology Development of systems to capture and absorb carbon 10% weighting 25% Absolute 2018 LTIP structure 2019 LTIP structure measures 32.5% Absolute expected to increase measures 75% 67.5% over time Comparative Comparative 25% 25% measures 10.0% measures Applies to 150 TSR 22.5% TSR senior executives ROACE ROACE 22.5% Key collaboration CFFO CFFO FCF with CA100+ and FCF 25% 25% 22.5% Energy transition major shareholders 22.5% [A] For the 2019 award, the target is a 2-3% reduction in NCF from the 2016 baseline NCF disclosed in the 2018 Climate Change section on page 77 of Shell’s 2018 Annual Report. Royal Dutch Shell April 2019 12
2020 Process Developments 2020 Policy Continue Policy review in preparation for the 2020 AGM No further change in policy proposed in 2020 for: LTIP structure, threshold vesting level or bonus structure Areas for consideration: balance of LTIP measures following introduction of energy Remuneration transition, comparator group, best practice policies around shareholding requirements, Committee continues its Policy review pensions and malus and clawback for the 2020 AGM Royal Dutch Shell April 2019 13
Summary 2018 Remuneration outcomes for 2019 Above target Annual Bonus Scorecard outcome AGM Voting Outstanding relative LTIP performance for 2016-2018 across four key financial metrics Improved disclosures on REMCO’s decision-making 2018 variable pay mainly in shares CEO pay: 2016 vested LTIP shares subject to two-year holding period. CEO voluntarily extended to three years, in accordance with holding policy introduced in 2017 Changes in 2019 Remuneration Salary increase in line with broader workforce Reduction in CEO’s target bonus opportunity so target is now 50% of maximum Removal of individual performance factors for the Executive Directors New energy transition condition in LTIP Royal Dutch Shell April 2019 14
Questions & Answers Royal Dutch Shell April 2019
Royal Dutch Shell April 2019
Benchmarked against 4 oil majors Directors’ Fixed and 15 European companies remuneration remuneration policy Short term Short-term operational delivery 30% 50% Operational CFFO 50% cash targets excellence Annual 50% bonus in shares, subject to 20% Sustainable 12.5% Project delivery 3-year holding period which 12.5% Production bonus development 12.5% LNG liquefaction 50% shares remains in force post-leaving volumes 10% Safety 12.5% DS availability 10% GHG World-class investment financial 22.5% TSR 22.5% FCF metrics Long Term 3-year performance + 3-year Incentive Plan 22.5% ROACE 22.5% CFFO growth holding period which remains 2019 growth Long term in force post-leaving 10% Energy Transition Shareholding & Shareholding requirement: CEO: 7 x base salary; CFO: 4 x base salary holding periods Malus & clawback Malus and clawback provision apply to bonus and LTIP Royal Dutch Shell April 2019 17
2018 Annual bonus 12.5% LNG liquefaction 50% 10% 10% GHG Environment management 12.5% Production 20% 12.5% 5% DS availability Personal safety 30% 10% Safety 12.5% 5% Project delivery Process safety Cash flow from operating activities Operational excellence Sustainable development Rewards delivery of short-term operational Upstream and Integrated Gas GHG intensity: tonne CO2-equivalent per tonne of production targets as well as 10% Refining GHG intensity: tonne CO2-equivalent per UEDCTM [B] GHG management [A] individual contribution Chemicals GHG intensity: tonne CO2-equivalent per tonne of steam cracker high value chemicals production to Shell [A] GHG metrics have evolved in 2018 [B] Solomon’s utilised equivalent distillation capacity. Royal Dutch Shell April 2019 18
Shareholder 1 year Annual alignment and bonus performance Net shares held for 3 years longer time period horizons 50% delivered in cash 50% delivered in shares Long Term 3 year Net shares held for 3 years Incentive Plan performance period 100% delivered in shares [A] Performance period followed by a 3-year holding period that remains in force post-leaving Executive Directors’ shareholding % of base salary 3 year bonus and CEO, Ben van Beurden Value of shares counting towards LTIP holding periods guideline at December 31, 2018 CFO, Jessica Uhl Shareholding guideline 0% 100% 200% 300% 400% 500% 600% 700% [A] Vesting subject to performance conditions. Royal Dutch Shell April 2019 19
(€ Thousands) Ben van Beurden Jessica Uhl [A] Single total 2018 2017 2018 2017 figure of Salaries 1,527 1,490 995 796 remuneration Taxable benefits 32 30 49 44 for Executive Total fixed remuneration 1,559 1,520 1,044 840 Directors Annual bonus [B] 3,000 3,000 1,550 1,050 LTIP [C] 15,209 4,021 1,783 623 18,209 3,333 Total variable remuneration 7,021 1,673 Total direct remuneration 19,768 8,541 4,376 2,513 Pension [D] 369 368 196 287 Tax equalisation [E] - - 289 194 Total remuneration including pension 20,138 8,909 4,862 2,994 in dollars $23,790 $10,067 $5,744 $3,383 in sterling £17,817 £7,811 £4,302 £2,625 [A] Jessica Uhl was appointed as an Executive Director with effect from March 9, 2017 and her remuneration for 2017 is pro-rated accordingly. [B] The full value of the bonus, comprising both the cash and bonus delivered in shares. [C] Remuneration for performance periods of more than one year, comprising the value of released LTIP (in respect of 2016). [D] For Ben van Beurden, the amount reported for pension consists of a net pay defined contribution amount of €369,400. The amount to be reported for his defined benefit pension accrual is zero, calculated in accordance with UK reporting requirements. For Jessica Uhl, the amount report for pension consists of a defined contribution amount of €94,050 and a defined benefit pension accrual of €102,436.[E] Includes tax equalisation of pension contributions to foreign pension plan(s), when they are taxable above a certain pensionable salary threshold or once double tax treaty exemption ceases, under Dutch law. Tax equalisation is applied for the loss of pension relief for members of a foreign pension plan(s) in their host country. Royal Dutch Shell April 2019 20
Result Measures Weight (% of scorecard) Target set Score (0-2) achieved 2018 Cash flow from operating activities ($ billion) 30% 42 53 2.00 Annual bonus Operational excellence 50% 1.04 Production (kboe/d) 12.5% 3,750 3,666 0.25 LNG liquefaction volumes (mtpa) 12.5% 33.5 34.3 1.82 Refinery and chemical plant availability (%) 12.5% 92.1 91.9 0.90 Project delivery on schedule (%) 6.25% 80 75 0.75 Project delivery on budget (%) 6.25% 100 97 1.65 Sustainable development 20% 0.95 Total recordable case frequency (injuries/million hours) 5% 0.7 0.9 0.00 Operational Tier 1&2 process safety events (number) 5% 125 121 1.13 Upstream and Integrated Gas GHG intensity (tonne CO2-equivalent per 4% 0.164 0.155 1.75 tonne production) TM Refining GHG intensity (tonne CO2-equivalent per UEDC [A]) 4% 1.05 1.05 1.00 Chemicals GHG intensity (tonne CO2-equivalent per tonne of steam 3% 0.97 0.96 1.20 cracker high value chemicals production) 100% Mathematical scorecard outcome 1.31 CEO: € 3,000,000 Final bonus [B] CFO: € 1,550,000 [A] Solomon’s Utilised Equivalent Distillation Capacity [B] Annual bonus = (base salary x target bonus % x scorecard result x individual performance factor). Rounded down to the nearest €50,000. Royal Dutch Shell April 2019 21
2018 HSSE Goal Zero on safety Operational spills performance Injuries – TRCF [A] (per million working hours) million working hours Thousand tonnes # context TRCF TRCF Target Working hours (RHS) Volume of spills Number of spills (RHS) Upstream flaring Process safety Million tonnes CO2-equivalent Number of incidents Overall good performance Second-best TRCF performance on record (best 2017) Tier 1 incidents Tier 2 incidents [A] Total Recordable Case Frequency. Royal Dutch Shell April 2019 22
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