Shell's non-executive director's failure of his duty of care

The British Institute of Directors says that "…the non-executive director's role is to provide a creative contribution to the board by providing objective criticism." Well "objective criticism" was distinctly absent from the non-executive directors who appeared at the Annual General Meeting of Royal Dutch Shell plc this week. To be fair Jorma Ollila, Shell's Chairman, handled the meeting skilfully, although he rarely ventured into comments about the business. But the others were either almost completely silent or, in the case of Sir Peter Job (right), seriously inept in what they said.

Maarten van den Bergh, a former Managing Director of Shell of course, must have struggled at times to hold his tongue as his erstwhile colleagues sometimes floundered or were particularly 'economical with the actualité' And Lawrence Ricciardi might wonder about his one contribution, which was to say, as I recall, that he "hadn't foggiest idea" to the one question referred to him. Wim Kok could also have enlightened us rather more about his views on Shell in Nigeria instead of just referring us to the answer he gave at last year's AGM. And what is the point of having people like Christine Morin-Postel and Nina Henderson at the meeting if you don't actually ask them to say something? Presumably they were just passing go to collect their £200.

But it was Sir Peter Job who was the Non executive "star" of the meeting (I use the word "star" ironically). Job is on the Shell board with a primary role for overseeing the integrity of senior executive remuneration. Quite what qualifies Sir Peter for this onerous, but well remunerated, role is unclear but shareholders at the Annual General Meeting of Royal Dutch Shell had a good chance to see him at work on this subject. He bluffed and blundered to little effect and showed precious little understanding of the issues. There was absolutely no justification given for the scandalous "retention bonuses" and a series of oxymoronic non-sequiturs from the well-upholstered Job did not lead to one. The bonuses are designed to keep the three executives (Malcolm Brinded, Linda Cook and Peter Voser) in the company, but, Job assured us, they are all uber-loyal to Shell and have no intention of leaving. Hmmm! Work that one out!

And Job's justification for the fat cat gravy train was interesting (and ignorant) as well. He frequently mentioned Shell's record profits as a reason to reward the Board so handsomely. But, as any fule knows, oil company profits in the short and medium term are almost wholly dependent on the movement of the oil price - a factor over which no oil company CEO or Director has any control at all. Finally the revelation that the high-priced help got a substantial bonus despite not reaching their target to be number 3 in the multinational oil performance tables (Shell was fourth out of five) showed what a farce the whole thing is.

Sir Peter Job is the conscience of the shareholders as a non-executive Director in respect of the matter of remuneration. A huge number of shareholders have rapped him and Shell hard over the knuckles and many will now call for him to walk the plank.