Big Oil braces for shareholder revolt over climate plans in proxy voting season


Members of the environmental group Just Stop Oil blockade a BP petrol station in London on April 28, 2022. The activist group is calling for the U.K. government to commit to halting new fossil fuel licensing and production.
Kristian Buus | In Pictures | Getty Images

LONDON — Some of the world’s largest corporate emitters face the prospect of a shareholder rebellion this month, with climate-related votes poised to spike throughout the proxy season.

Oil and gas majors on both sides of the Atlantic are scheduled to hold their annual general meetings in the coming weeks. Existing climate strategies are up for votes alongside a range of investor-led resolutions targeting emissions reductions.

In Europe, Norway’s Equinor and Britain’s BP will hold their respective AGMs on Wednesday and Thursday. U.K.-based Shell will hold its annual shareholder meeting on May 24 and France’s TotalEnergies AGM will take place on May 25.

Stateside, Chevron and ExxonMobil will hold their respective AGMs on May 25.

The forthcoming proxy season comes amid intensifying pressure on Big Oil to set short- and medium-term targets in line with the landmark Paris Agreement. The 2015 accord is widely recognized as critically important to avoid an irreversible climate crisis.

At present, not a single oil and gas major is aligned with the Paris Agreement goal of curbing global heating to 1.5 degrees Celsius above pre-industrial levels.

They won’t change on engagement. They are only going to change if you are crystal clear to them — and the only way to do that is by voting.
Mark van Baal
Founder of Follow This

Dutch group Follow This, a small activist investor and campaign group with stakes in several Big Oil companies, is slated to put forward a number of climate resolutions this month. It is urging investors to leverage their agency and compel energy majors to align themselves with the Paris Agreement.

“The message is, and I’ve tried to get it across for years already, they won’t change on their own accord. They won’t change on engagement. They are only going to change if you are crystal clear to them — and the only way to do that is by voting,” Mark van Baal, founder of Follow This, told CNBC via video call.

“If you want the Paris climate agreement to be achieved you need to vote in favor of these resolutions,” van Baal said. “These resolutions don’t ask for something extreme. It is a fair ask.”

‘Unclear, generic, disruptive’

Investors at oil majors such as Shell, ExxonMobil and Chevron voted for climate-related resolutions last year and campaign groups are hoping for more success this month. These hopes are partly premised on liability risks for directors and institutional investors of oil and gas majors.

Shell’s board of directors “risk future personal liability” for not aligning with the Paris accord, according to environmental lawyers at Paulussen Advocaten, the law firm that won a landmark case against the oil giant in May last year. Shell has appealed the ruling.

A climate activist from protest group Extinction Rebellion is carried away by police officers on April 13, 2022, after gluing her hands to the reception desk of Shell’s headquarters. XR has held a series of protests in an attempt to stop the fossil fuel economy.
Tolga Akmen | Afp | Getty Images

In an additional letter to investors on April 25, lawyers at Paulussen Advocaten said: “Current and foreseeable legal developments with regard to climate change liability risks for directors and institutional investors of Oil and Gas Majors are additional reasons for seizing this opportunity [to vote for climate resolutions].”

Nonetheless, Equinor, BP and Shell have all recommended investors vote against Follow This’ proposals this month.

BP said the campaign group’s motion was “unclear, generic, disruptive and would create confusion as to board and shareholder accountabilities. Therefore it threatens long-term value creation.” Shell, meanwhile, has described the resolution as “unrealistic.”

France’s TotalEnergies has decided not to include the investor-led climate resolution at its AGM, saying the request “contravenes French legal rules.”

The profit of U.S. oil giant Chevron more than quadrupled during the first quarter of 2022.
Justin Sullivan | Getty Images News | Getty Images

Nine out of the 10 largest Dutch investors have predeclared their votes for climate resolutions, a move van Baal said was “really extraordinary,” while leading proxy advisory firms Institutional Shareholder Services and Glass Lewis are split on their recommendations.

ISS advised shareholders to vote for climate motions at Valero, Occidental, ConocoPhillips, Phillips 66 and Equinor, but against at BP. Glass Lewis, which also holds sway among oil shareholders, has advised investors to vote against all these climate resolutions, except in the case of Valero.

‘We need a majority’

“I expect growth and I hope for a majority because we need a majority to really make that change,” van Baal said, adding that “a lot had happened” since last year’s proxy season and investors appeared “increasingly concerned.”

For instance, the International Energy Agency has warned no new fossil fuel infrastructure can be built if the world is to avoid exceeding a critical global heating threshold, a Dutch court has ruled that Shell must reduce its carbon emissions by 45% by 2030 from 2019 levels and the world’s leading climate scientists have published three major reports on the deepening climate crisis.

Follow This, in the case of Shell, has seen support for its climate resolution jump from just 2.7% in 2016 to more than 30% in 2021.

To be sure, U.K. corporate governance code stipulates that any shareholder vote above 20% requires the company to go back to investors to discuss their concerns.

“The oil industry is really using the energy crisis as an excuse now to stall climate action. And I’ve no idea if investors accept that narrative,” van Baal said, adding that it would be “terrible” if this dissuaded voters from backing climate-related resolutions.

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