The Pension Fund Code contains regulations on the functioning of the various bodies within the pension fund and related topics. The aim of the Code is to promote the proper implementation of the three core administrative functions: management, supervision and accountability for everything the pension fund has planned and realised. What determines the Code's effectiveness is how pension funds deal with the Code's intentions, not the extent to which they comply with the letter of the Code ('box-ticking' mentality). The added value lies in the dialogue and making well-considered decisions about the topics in this Code. This means that there is room to deviate from the standards, provided this is carefully considered. A pension fund must comply with the Code or explain how and why it deviates from certain specific parts. The governance of SSPF is in accordance with the Code, with the exception of two areas. First, the Code prescribes that both the board and the Accountability Body (VO) must have at least one member under the age of 40 (standard 33). In August 2017, with the appointment of a Director A, the board complied with this requirement.
In addition, in mid-2019, one female candidate and one male candidate under the age of 40 respectively, were nominated for a board seat. These two candidates were formally appointed as board members at the beginning of 2020. In the reporting year, there was no member under the age of 40 on the VO (Accountability Body). It is a given that SSPF is ageing and that this trend will continue over the coming years. In the opinion of the board, a healthy mix in terms of age, gender and professional background stimulates creativity, innovation and prevents tunnel vision. Diversity therefore improves the functioning of both the board and the VO. The board wants to further promote age diversity in the coming years. Attention is paid to this in our succession planning.
Secondly, the Code stipulates that members of the Supervisory Board are appointed by the board after a binding nomination by the VO (standard 39). At SSPF, the employer as sponsor guarantees the minimum required coverage ratio. The sponsor therefore has a major interest in a proper supervision of the board. For this reason, after consultation with all stakeholders, a procedure has been decided whereby the members of the Supervisory Board are appointed by Shell Petroleum N.V., after the VO has given its advice on the profile and the candidate supervisor.
"The compliance officer of SSPF supervises the implementation and effectiveness of the code of conduct"
The SSPF/SPN code of conduct applies to the members of the board, the Supervisory Board and the VO (Accountability Body) of the fund, and to all SPN employees. The aim of the code of conduct is to ensure that all activities of the pension fund and SPN are carried out with integrity and that (the appearance of) a conflict of business and private interests is avoided. Every year, all those involved confirm their compliance over the past year and their compliance in the coming year. The code of conduct complies with the requirements of the Pensions Act and the Financial Supervision Act. In addition, alignment was sought with Shell's Ethics & Compliance policy. The code of conduct also includes an incident and whistleblower policy. SSPF's compliance officer supervises the implementation and effectiveness of the code of conduct. Organisations that SSPF has outsourced work to must have a substantially equivalent code of conduct. The compliance officer of SSPF has an annual meeting with the compliance of the outsourcing partners APS and Samco. To support compliance know-how, the compliance officer has prepared a compliance manual in 2019.
In the reporting year, the compliance officer did not find any substantive violations of the code of conduct and did not report any incidents to DNB. We have a compliance-oriented organisation.
In accordance with article 96 of the Pensions Act, it is stated that DNB and AFM (Netherlands Authority for the Financial Markets) took no corrective measures during the reporting year. SSPF has a complaints and disputes procedure, which is published on the website. During the reporting year, a limited number of complaints and disputes occurred. Most complaints were settled by APS, where necessary in consultation with SPN, or settled by the management of SPN. The board did not handle any formal appeals in the reporting year. In 2020, the Pensions Ombudsman did not handle any complaints from SSPF stakeholders.
Self-evaluation of the board
In January 2021, the annual internal self-evaluation of the board for the year 2020 was carried out. Prior to this, the chairman held individual meetings with board members about their performance within the board. Within that framework, the chairman also talked to the Dean of the SPN Academy. Based on these meetings, the individual training plan for each board member was updated and registered for 2020 in the board member's personal environment on SharePoint.
In addition to the onboarding of new board members, in 2020 the SPN Academy emphasised learning by doing, for example through involvement in SSPF projects and taking a focal point role regarding a specific policy area. These activities are in line with the '70-20-10' learning philosophy within Shell, which states that 70% of learning effectiveness comes from on-the-job professional experiences, 20% from learning from others (training-on-the-job) and 10% from formal training.
The strong focus on learning by doing and learning from each other requires a professional attitude and specific competences. The SPN Academy supervises the progress of the arrangements made between the chairperson and the individual board members concerning professional experience, training-on-the-job and the formal training to be completed. An important part of this is how each individual board member, as a focal point, plays a leading role in the board regarding a specific policy area.
In 2020, the board also organised two 'capita selecta' evenings, during which a current topic was discussed in depth together with external experts. During these evenings, the topics discussed were, respectively, 'cybersecurity/IT risk management at Shell' and 'A perfect storm’, in which Achmea Pensioenservices explained its aim to become the best digital pension administrator in the Netherlands with its new pension administration system.
The Stichting Shell Pensioenfonds (SSPF) houses pension plans of companies of the Royal Dutch Shell Group that have joined the Pension Fund. SSPF is governed by a board. The board includes representatives of the employer, employees and pensioners. There is a Supervisory Board that supervises adequate risk management and balanced representation of interests by the board. In addition, there is an Accountability Body which provides an annual retrospective opinion on the policy in the previous calendar year and the manner in which that policy has been implemented, as well as on policy choices for the future.
The pension fund is externally supervised by De Nederlandsche Bank (DNB) and the Netherlands Authority for the Financial Markets (AFM). SSPF has also appointed a certifying actuary and an independent accountant.