Remuneration policy

The SSPF 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 SSPF website.

Target group of the SSPF remuneration policy
For SSPF, the rules surrounding the remuneration policy in the pensions sector apply to board members who do not work or no longer work for Shell. In practical terms, this specifically concerns members of the board who have retired. The remuneration policy also applies to the members of the Board of Supervisors (BOS).

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 of 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.

Board members who are actively employed by Shell are bound by Shell's general employment conditions policy and do not receive any remuneration from SSPF. They are deemed to combine their board membership with their regular job. Therefore, there are no remuneration components that are used to take more risks (including sustainability risks) than are acceptable to the pension fund.

SSPF 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 administrative support for SSPF. SPN is a subsidiary of Shell and thus falls under Shell’s employment conditions policy. SSPF also ensures that the remuneration policy of parties to which tasks have been outsourced does not encourage them to take more risks than is acceptable for SSPF. The remuneration policy is an integral part of contract agreements when entering into or renewing an outsourcing contract. The outsourcing agreement between SSPF and Achmea Pensioenservices (APS) and between SSPF and Shell Asset Management Company (SAMCo) stipulates that both APS and SAMCo 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 for the SSPF remuneration policy
SSPF deals with remuneration carefully and responsibly. All members of the board within SSPF are in active employment at Shell, receive a Shell pension or (as former participants) have the right to receive deferred pension entitlements. SSPF 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 SSPF 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 board 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.

For members of the BOS, market conformity is the starting point when determining the remuneration policy. After all, members of the BOS are external pension professionals who (possibly) fulfil a role at various pension funds and financial institutions.

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

Criteria for remuneration of SSPF board members and BOS
Within the framework of the statutory requirements for a controlled remuneration policy, the Board of SSPF has established the following criteria regarding the members of the board and the BOS to whom the remuneration policy for pension funds applies:

Board members not (or no longer) employed by Shell

The remuneration policy is in line with the objectives of SSPF 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. The remuneration policy does not include any remuneration components that encourage undertaking (increased) risks – including sustainability risks. A market study is used to determine the remuneration. For the period between 2023 and 2025, the remuneration amounts for board members not (or no longer) employed by SSPF 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 and/or any (expense) allowance is in reasonable proportion to the responsibility borne, the (suitability) requirements set for the position and the time commitment. The statutory FTE score is used as the starting point for determining the time commitment.
In the event of premature dismissal, no redundancy payment will be provided by SSPF.
There will be no remuneration and/or (expense) allowance that are related to SSPF's financial results. This also means that there is no negative incentive effect involved.

Member of the BOS

The above criteria for board members who are not (or no longer) employed by Shell apply by analogy to members of the BOS. Furthermore, the following additional criteria apply to members of the BOS:
The level of remuneration is such that a financial interest in no way impedes taking a critical stance.
There is no question of performance-related remuneration.
The remuneration is in line with the market.

As regards parties to which SSPF has outsourced activities, the following applies:

SSPF 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 SSPF's own remuneration policy.
In the event that the general principles of SSPF's remuneration policy do not apply to the outsourcing partner due to legal exceptions, the outsourcing partner in question shall provide SSPF with insight into the remuneration policy so that the pension fund can establish that the policy does not encourage unacceptable risks to be taken.

Periodic evaluation
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 25 August 2023.