Shell’s upcoming AGM showcases the challenges for shareholder activism

Shell's AGM takes place later this month. As investor pressure on the oil giant is building fast, the key question is whether this year's voting pattern will be a repeat from last year or if activist shareholders are getting their long-anticipated climate breakthrough.

Last year’s annual general meeting of Anglo-Dutch oil giant was tumultuous. Climate protestors forced the meeting to be halted for over two hours and, when the proceedings finally resumed, many participants had already left.

If Shell’s board had hoped for a less chaotic AGM this year, due to be held on 23 May, they may have already been disappointed. 

While it remains unclear whether climate protestors will succeed in interrupting the gathering, headlines such as 'God vs Big oil' in national newspaper might not have been what the company's board had in mind when they put forward their much-talked about Energy Transition Plan.

Silent majority

Shell’s proposals have been very publicly opposed by influential asset owners, such as the Church of England Pension Board’s chief responsible investment officer, Adam Matthews, who pledged in a national newspaper article “to take on Shell.”

In practical terms, Matthews calls on other shareholders to oppose the reappointment of Shell’s directors as well as the energy transition plan put forward by the energy giant. 

This proposal is in line with a resolution put forward by shareholder activist network Follow This. The group has been filing resolutions to challenge Shell’s climate policies for the past eight years, but so far, success has been limited. 

Indeed, support for its resolutions dropped from 30% in 2021 to 20% in 2022. This highlights the challenges asset owners are facing in attempting to push for more ambitious climate targets. Despite the noise and ambitions, they find themselves outnumbered by a silent majority.

That was not any different last year when, despite nearly unmanageable disruptions, the board’s proposals were still accepted by a significant majority of investors.

A similar pattern could be seen at this year’s BP AGM which was preceded by ambitious climate pledges from asset owners, interrupted by protestors. But ultimately, the board was still voted in by a majority of more than 90% and the Follow This resolution was opposed by 83% of investors.

Turning point

This year’s AGM season has shown some potential to mark a turning point, particularly in the case of Shell.

Matthews is not alone, a number of major asset owners, including UK Defined Contribution fund Nest have recently publicly raised criticism of Shell’s climate plans. The call has now also been endorsed by corporate governance consultancy PIRC, which advises to back the Follow This Resolution and vote against Shell’s leadership.

Moreover, the British Local Authority Pension Fund Forum (LAPFF), which represents the assets of UK Local Authority Pension Schemes, has also backed the Follow This Resolution and argues in favour of blocking remuneration proposals.

Its endorsement could influence the voting behaviour among the LGPS Pools, which hold about £350bn in assets. Indeed, London CIV and Brunel have already announced that they intend to back the Share Action resolution.

Perhaps the biggest turning point is the fact that influential Climate Action 100 + (CA100+) has - for the first time - flagged the Follow Resolution. This falls a step short of openly endorsing it, CA 100+ does not necessarily advocate a collective stance on single issues.

Lead CA100+ investors at Shell, however, have come out openly to endorse the climate activist resolution put forward by Follow This.

That marks a significant change. Not only have CA100+ lead investors, including the Church of England and Robeco stood with Shell in the past; CA100+ lead investors including LGIM and Federated Hermes opposed a similar Follow This Resolution at the BP AGM just last month.

Backtracking

Investors are increasingly concerned that rising commodity prices have led to Shell backtracking on its climate pledges.

Shareholders point out that Shell’s current climate targets are not aligned with a 1.5C pathway and are overly reliant on carbon offsetting, according to PIRC. The consultancy also warns that the Shell has not set absolute emission reduction targets for Scope 3 (indirect) emissions and over the oil giant’ role in climate lobbying.

The lack of progress was reason for Client Earth to take Shell to court for failing to manage climate risks. The lawsuit, filed in February 2023, was backed among others by Nest, the British defined contribution master trust, which manages £27bn in assets.

Nest has also confirmed that it will back this year's Follow this Resolution.

For Paul Hunter, head of policy at PIRC, this represents a failure of leadership: “Given both the scale of investment risks and the fact we are now seven years on from the Paris Agreement, the absence of adequate targets can only be viewed as an indicator of governance shortcomings."

He explained that "as such, PIRC is recommending investors hold board members to account where targets fall short of the climate expectations of responsible investors.”

For the first time, the Follow This Resolution is backed by CA100+ lead investor PGGM, the Dutch pension fund manages more than €227bn in assets.

“We believe that the adoption and implementation of this resolution will reduce the risk of stranded assets and/or increase the opportunities afforded by the energy transition” a statement by the pension giant said.

Impact

But there are also indicators that suggest that climate activist investors will yet again fail to gather a majority. Crucially, proxy voting service ISS has already come out to oppose it.

While Glass Lewis has not yet issued a public statement, it has opposed a similar resolution at this year’s BP AGM. With both advisers controlling 97% of the proxy voting market, their call is likely to have a significant impact on voting patterns.

Much will now hang on how BlackRock, the biggest shareholder in Shell will vote. The asset management giant owns around 9.5% of the oil firm and has so far been a consistent supporter of the Shell board.

BlackRock has been approached for comment by Net Zero Investor but not yet revealed its voting intentions.

In its latest Stewardship update, however, the asset management giant stated that it continues to view Scope 3 emissions differently from Scope 1 and 2 emissions, arguing that they are more complex to establish. This is a strong indication that this year too, it will vote in line with Shell’s board recommendations.

This provides a strong indication that at next week’s AGM, activist resolutions will yet again fail to gather a majority of votes, though the precise percentage of votes will be closely watched by investors on both side of the argument.

A backing of more than 20% could nevertheless be interpreted as a partial victory. But the recent voting history from BP’s AGM suggests that this could be a challenge.

For asset owners, this raises the question what other steps they can take to convince oil giants like Shell of more ambitious targets. Despite the publicity, putting forward resolutions at AGM's does not appear to be enough to change the climate strategy of oil giants like Shell.