Dutch divorce: How Shell split with Netherlands after 114 years

By Laura Hurst, Diederik Baazil and Fred Pals,

A twenty-minute stroll through The Hague -- the pretty but low-key city that houses The Netherlands’ government -- takes you from the prime minister’s office to the workplace of someone who’s arguably even more powerful: the CEO of Royal Dutch Shell Plc.

But when Ben van Beurden, who’s worked at Shell since he graduated from nearby Delft University in 1983, called Mark Rutte on Sunday afternoon, the conversation was anything but close. He rang to tell the PM that Europe’s biggest oil company was moving its headquarters to London, a step that would simplify its corporate structure and cut taxes for investors.

What’s more, the company would drop Royal Dutch from its name, discarding a link to the ruling House of Orange that goes back to its founding in the 19th century.

Rutte, head of a fragile caretaker government, reacted with dismay and embarked on a last-ditch effort to persuade Shell to stay, according to people briefed on the conversations. He lobbied coalition partners to back the abolition of a tax on dividends that was one of the main drivers for Van Beurden’s decision.

But the rushed plan never got off the ground: the idea of tax breaks for one of the world’s largest carbon emitters was too much for the leaders of several political parties.

“Shell threatens to leave because they have to pay taxes on dividends,” Jesse Klaver, the leader of GroenLinks, a left-wing political party, tweeted on Monday. “What does the cabinet do? Propose to scrap the entire tax. That is not the solution, that is blackmail. Who runs the Netherlands actually?”

The relationship between Shell and its home country had been under strain for some time. Hosting a company that pumps more than 3 million barrels equivalent of oil and gas each day is increasingly awkward for many in Dutch society, even though Van Beurden has committed the company to achieving net-zero carbon emissions by 2050.

Earlier this year, a judge ruled Shell’s transition to clean energy wasn’t happening quickly enough and ordered the company to slash greenhouse gases even faster out of respect for the human rights and opinions of Dutch citizens. Last month, the pension fund for government employees in the Netherlands decided in to dump all oil company shares, a decision that infuriated Shell’s management team.

The Netherlands -- home to many multinationals that punch above the weight of the $900 billion economy -- is traditionally seen as one of Europe’s most business-friendly nations. But Shell is not the first company to balk at the burdens of corporate life there. Unilever Plc, the Anglo-Dutch consumer goods giant, chose London for its headquarters last year.

Sumatra to Nigeria

The Royal Dutch Shell of today was born through the 1907 merger of the Shell Transport and Trading Company -- a London firm which originally sold east Asian seashells --and its competitor Royal Dutch, which drilled for oil in Sumatra. As its name suggests, Royal Dutch had the blessing of King William III and operated out of The Hague.

The unified companies competed against John D. Rockefeller’s Standard Oil by expanding into a giant that explored, pumped, shipped and refined oil across the world. Their reach spanned from the iconic Brent field in the North Sea to the first commercial discovery of oil in Nigeria.

In 2005, the longstanding corporate partnership underwent a reorganization to fully combine its two parents into a single firm. Yet the dual-nationality continued -- its tax residence, headquarters, top executives and board meetings all resided in The Netherlands, even though its incorporation in the U.K. made it a British firm.

“That was a conscious choice we made at the time in 2005 when we did the unification,” Van Beurden told analysts last July.

Tax Burden

More than a decade later, Shell began to regard this dual status as a financial burden.

The company is embarking on a multi-decade transition from oil and gas to clean energy, and trying hard to keep its investors sweet while it does so. After aggressively cutting its dividend last year at the depths of the Covid-19 pandemic, Shell is now promising to return a torrent of cash to its shareholders. In these circumstances, the 15% withholding tax that the Netherlands imposes on dividends has become more onerous.

“The expectation at the time was that the dividend withholding tax in the Netherlands would disappear,” Van Beurden said in the same call when asked if he would consider moving Shell’s headquarters to Britain. “That hasn’t happened.”

Rutte had tried to scrap the dividend tax in 2017, but had to backtrack after intense opposition in parliament. In the wake of Shell’s announcement on Monday, he made one last ditch effort to persuade his coalition partners to drop the tax in a bid to keep the energy giant from leaving The Hague. Before the end of the day, it was already clear the government would fail to get a majority.

For the Green Party, which is in opposition to the government, Shell’s announcement should instead be a catalyst for speeding up legislation for an “exit tax” that would cover government revenue lost from dividends the company would pay after it departs, according to Tom van der Lee, a member of parliament for the party.

Shell says that simplifying the structure was always part of the plan, because of the limitations of having to juggle two classes of shares in different jurisdictions. As recently as last year, Van Beurden said that the dual structure was something that they might not be able to handle forever.

Tough Transition

Aside from the challenges of a split nationality, Shell is under growing pressure about the environmental impact of its business. Setting a net-zero target for 2050 has done little to ease the company’s predicament, with everyone from activists and courts on one side to shareholders and hedge funds on the other telling it to move faster, or slower, or in a different direction entirely.

Many of those difficulties have been felt acutely in the Netherlands. For about a decade, the company’s largest energy resource in its home nation -- the Groningen gas field -- has been triggering earthquakes, causing extensive damage to homes in the region.

What Rutte once described as “source of pride” has turned into an expensive curse that will cost the state and the company that operates it billions of euros. The field is gradually shutting down but still causing problems, with another quake of magnitude 3.2 striking on Tuesday.

When it comes to the fight against climate change, Shell is also on the back foot in its home territory after two significant blows this year -- first the Dutch court ruling on its emissions plans, then the divestment by pension fund ABP.

“A climate policy that pushes jobs, companies and emissions over the border is no climate policy but climate populism,” Henri Bontenbal, a member of parliament for the CDA, the coalition partner of Rutte in the current caretaker administration, said on Twitter.

Others will also mourn Shell’s exit, not least because the company has an 8,500-strong workforce in The Netherlands.

Many of those jobs will stay. Shell’s mammoth Pernis refinery, offshore wind farms and multibillion dollar carbon capture project means it will retain a large presence in the country. Initially, just ten top executives will make the move to London, including Van Beurden and Chief Financial Officer Jessica Uhl.

But Dutch employer organization VNO-NCW still described the company’s departure as a “bloodletting” that signals a worsening business environment in the country.

“Often companies tell me great things about the Netherlands, but they also have worries about our infrastructure, education, the tax burden or available employees,” Minister of Economic Affairs Stef Blok told the country’s parliament on Tuesday.