Remuneration policy SNPS

The SNPS remuneration policy meets all requirements of the Pensions Act and the Pension Fund Code of Governance and Regulation (EU) 2019/2088. These prescribe that pension funds pursue a controlled and sustainable remuneration policy that does not encourage them to take more risks (including sustainability risks) than are acceptable. The pension fund lays down the policy on remuneration in writing and makes it publicly available on the SNPS website.

Target group of the SNPS remuneration policy
For SNPS, the rules surrounding the remuneration policy in the pensions sector apply to board members of SNPS who do not work or no longer work for Shell. In practice, this specifically concerns retired board members. Board members who are currently employed by Shell do not receive payments from SNPS. They are deemed to combine board membership with their regular job.

Members of the Accountability Body (AB) statutorily do not receive remuneration. Members of the AB who no longer work for Shell are eligible for the maximum untaxed expense allowance, the amount of which is periodically adjusted by the government. Given the additional work performed by the chairman not in active service with the AB, this person receives a taxed expense allowance based on 1.75 times the amount of the untaxed expense allowance for a member. This amount will include a gross-up and will be paid as a taxed expense allowance. The same expense allowance as received by the chairman of the AB applies to the secretary of the AB, who no longer works for Shell. All members of the AB for SNPS are currently employed by Shell.

SNPS has fully outsourced the execution of the pension scheme and the asset management. This means the pension fund does not employ any staff. Shell Pensioenbureau Nederland (SPN) provides the management support for SNPS. SPN is a subsidiary of Shell and thus falls under Shell’s employment conditions policy. Furthermore, SNPS ensures that the remuneration policy of the parties to which it outsources tasks at least meet the criteria of SNPS’ remuneration policy. The remuneration policy is an integral part of contract agreements when entering into or extending an outsourcing contract. The outsourcing agreements between SNPS and Achmea Pensioenservices (APS) and between SNPS and Achmea Investment Management (Achmea IM) stipulates that both APS and Achmea IM apply a remuneration policy to their employees that meets the rules for a controlled remuneration policy laid down by the Financial Markets Authority / Central Bank of the Netherlands (Autoriteit Financiële Markten / De Nederlandsche Bank).

Context of the SNPS remuneration policy
SNPS deals with remuneration carefully and responsibly. All members of the board within SNPS are in active employment at Shell, receive a Shell pension or (as former participants) have the right to receive deferred pension entitlements. SNPS seeks highly qualified members for board positions who have a background at Shell. Members of the board perform their work on the basis of an intrinsic motivation such as broadening their own personal development, contributing to the retirement provision of (former) colleagues at Shell, etc.

The remuneration from SNPS for board members who are no longer in active service with Shell is in compliance with expected time requirements and the complexity of the pension fund. Furthermore, the oard stimulates that the board membership of persons in active Shell service is included in the annual assessment by the line manager of the staff member concerned. Matters such as personal development through their administrative role and positive cross-fertilisation with their daily job within Shell can play a role in this assessment.

From the perspective of transparency, SNPS publishes remunerations at the (individual) position level in the annual report.

SNPS remuneration policy criteria
Within the scope of the statutory requirements for a restrained remuneration policy, the board of SNPS has established the following criteria concerning the remuneration policy:

The remuneration policy for SNPS board members who are not employed or no longer employed by Shell is in accordance with the SNPS objectives and is appropriate considering the scale and organisation of the fund and the nature, complexity and reputation of the Shell company for which the fund administers the scheme. There are no remuneration components that cause more risks (including sustainability risks) to be taken than acceptable to SNPS. A market survey is used to determine the remuneration for board members not (or no longer) employed by SNPS. For the period between 2023 and 2025, the remuneration amounts for board members not (or no longer) employed by SNPS will be increased annually as of 1 January in accordance with the development of the majority of the 100% pay-scale positions of the salary groups 1 up to and including 15, as used in the Shell Nederland B.V. remuneration programme.
The remuneration for board members who are not employed at Shell is in reasonable proportion to the responsibilities undertaken, the (suitability) requirements and time required to perform the duties. The statutory FTE score is used as the starting point for determining the time commitment. If SNPS deviates from the FTE score, a justification is provided.
In the event of the premature removal of board members who are not employed by Shell, SNPS will not provide severance pay.
The remuneration of board members is not linked to SNPS’ financial results. This also means that there is no negative incentive effect involved.
Board members employed by Shell fall under Shell’s policy on terms and conditions of employment and do not receive payments or additional payments from SNPS. Therefore, there are no remuneration components that are used to take more risks (including sustainability risks) than are acceptable to the pension fund.
SPN employees are not employed by SNPS and therefore do not fall under the SNPS remuneration policy. They fall instead under the general remuneration policy of the Shell Group.
SNPS involves the remuneration policy in the choice of third parties to which the pension fund has outsourced activities. The remuneration policy of these parties at least meets the criteria of SNPS's own remuneration policy.
In the event that the general principles of SNPS's remuneration policy do not apply to the outsourcing partner due to legal exceptions, the outsourcing partner in question shall provide SNPS with insight into the remuneration policy so that the pension fund can establish that the policy does not encourage unacceptable risks to be taken.

Every three years, the board evaluates the remuneration policy to determine whether it still meets the formulated objectives and principles. The board periodically reviews the individual remuneration determined according to this remuneration policy.

Based on an evaluation, the board has updated the remuneration policy and has adopted it again on 23 August 2023.