The SSPF remuneration policy complies with the Pensions Act and the Code of the Dutch Pension Funds. They require that pension funds pursue a restrained and sustainable remuneration policy that does not encourage them to take more risks than are acceptable. The pension fund must set out its policy on remuneration in writing and publish it on the SSPF website.
Target group for SSPF Remuneration Policy
For SSPF, the remuneration policy rules of the pensions sector apply to board members and members of the Accountability Council who are not, or are no longer, in Shell’s service. In practice, this means particularly retired members of the Board and the Accountability Council. The remuneration policy also applies to members of the Board of Supervisors.
Board members and members of the Accountability Council who are in Shell’s service are not remunerated by SSPF. They are considered to combine their membership of the Board or the Accountability Council with their regular job. Board and Accountability Council members who are employed by Shell are covered by Shell’s General Terms and Conditions of Employment policy and do not receive any (additional) remuneration from SSPF. Consequently, none of the remuneration components involves more risk than is acceptable for the pension fund.
SSPF has fully outsourced the administration of the pension scheme and the asset management. The pension fund therefore does not employ any staff. Shell Pensioenbureau Nederland (SPN) provides support for the Board of SSPF. SPN is a subsidiary of Shell and is thus covered by Shell’s General Terms and Conditions of Employment policy. SSPF also ensures that the remuneration policy of parties to whom work is outsourced does not encourage taking more risks than are acceptable to SSPF. When entering into or renewing an outsourcing agreement, the remuneration policy is a fixed part of the contractual terms. For example, in the outsourcing agreement between SSPF and Shell Asset Management Company (SAMCo), it has been included that SAMCo applies a remuneration policy for its staff which is in accordance with the rules for a restrained remuneration policy of the Netherlands Authority for the Financial Markets/De Nederlandsche Bank.
Context of SSPF Remuneration Policy
As a large company pension fund of one of the larger employers in the Netherlands, SSPF takes a leading role in the pensions sector. Members of the Board, Board of Supervisors and Accountability Council must therefore also be the “best in their class”, so that SSPF can fulfil this responsibility. The remuneration policy is a reflection of this. It also takes account of the legal requirements for suitability. SSPF takes a responsible and careful attitude to these.
Criteria for the remuneration of the Board, Board of Supervisors and Accountability Council of SSPF
In view of the legal requirements for a restrained remuneration policy, the Board of SSPF has established the following criteria for the members of the Board, the Board of Supervisors and the Accountability Council to whom the policy applies:
Members of the Board and members of the Accountability Council not, or no longer, employed by Shell
- The Remuneration Policy is in line with SSPF’s objectives and is appropriate to the extent and organisation of the fund and the nature, complexity and reputation of the Shell undertaking for which the fund administers the scheme.
- The remuneration and/or any (expense) allowances are commensurate with the level of responsibility, the (suitability) requirements established for the job and the time required to carry out the job. With regard to determining the time required to carry out the job, the statutory FTE score is used as a starting point in principle.
- SSPF does not pay severance pay on premature dismissal.
- SSPF has no remuneration and/or (expense) allowances that are related to its financial results and there is thus no negative incentive effect.
Members of the Board of Supervisors
- The above criteria for Board members and members of the Accountability Council no longer in Shell’s service apply accordingly to members of the Board of Supervisors. The following additional criteria also apply to members of the Board of Supervisors:
- The amount of the remuneration is such that it is not a financial interest that would prevent a critical attitude.
- There are no performance-related payments.
- The remuneration is in line with the market.
An evaluation of the remuneration policy is carried out every three years by the Board to investigate whether the policy still fulfils the formulated objectives and principles.
The Board updated and redetermined the remuneration policy on September 26, 2017 on the basis of an evaluation.