Anne Jensen
About Anne Jensen
Anne Jensen (age 52) is a CPP Investments–nominated independent director candidate for BG whose election becomes effective upon closing of the Viterra transaction; she is expected to serve on the Enterprise Risk Management and Sustainability & Corporate Responsibility Committees. Jensen is currently COO, Assets & Logistics at Norden (Denmark) and previously served as CEO of TotalEnergies EP Canada (2021–2023), with prior senior roles in midstream and trading at Total and Maersk Oil; she holds a Business Administration – Marketing Management degree from Copenhagen Business School. The Board has determined she is independent under NYSE standards despite ordinary-course business between BG and entities where she serves, finding those transactions arm’s length; average Board/committee attendance in 2024 was ~99% across incumbents (Jensen was not yet seated) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TotalEnergies EP Canada | Chief Executive Officer | 2021–2023 | Led strategy, operations, regulatory engagement in Canadian energy markets |
| TotalEnergies | Vice President, Midstream | 2019–2021 | Oversaw midstream logistics/commercial optimization |
| Total Energy Trading | Managing Director | 2018–2019 | Trading strategy, business development, regulatory/compliance oversight |
| Maersk Oil | Managing Director, Trading | Prior to 2018 | Strategy, commercial negotiations, organizational change, regulatory compliance |
| Shell | Commercial roles across WAf/North Sea/Americas/Denmark | Prior to Maersk | Maximized profitability and customer portfolios across geographies |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Norden (Denmark) | COO, Assets & Logistics | Jan 2024 | Oversees global shipping logistics; governance relevance: supply-chain/market risk expertise |
| Norden Gabon A/S | Board member | Current | Oversees logistics business in Gabon (Central Africa) |
| Other public company boards | — | — | None disclosed in last 5 years |
Board Governance
- Independence: Board determined Jensen is independent under NYSE standards; reviewed ordinary-course transactions with companies where she serves and deemed them arm’s length .
- Expected Committees: Enterprise Risk Management; Sustainability & Corporate Responsibility .
- Board/committee attendance: BG reports ~99% average attendance in 2024 for directors serving then (Jensen not yet seated); Board met 6 times and acted by written consent twice .
- Election status: Shareholders approved Jensen’s election (contingent on Viterra close) with 99,917,645 votes for; 223,850 against; 1,224,296 abstentions at the 2025 AGM .
| Committee | Role | Status | Notes |
|---|---|---|---|
| Enterprise Risk Management | Member | Expected after AGM/Viterra close | Oversees commodity, FX, credit/counterparty, climate-related and other enterprise risks |
| Sustainability & Corporate Responsibility | Member | Expected after AGM/Viterra close | Oversight of sustainability, human rights, food safety, climate, Scope 1–3 topics |
Fixed Compensation
BG’s non-employee director pay structure (cash + equity) and ownership rules:
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $150,000 | Effective after 2024 AGM; increased $50,000 to maintain competitiveness post redomestication |
| Chair cash supplement | $75,000 | For non-employee Board Chair |
| Annual equity award (RSUs) | $200,000 | Time-based RSUs; Chair supplemental $100,000 |
| Audit Committee fee (member/chair) | $10,000 / $25,000 | For added workload/responsibilities |
| Other committees fee (chair) | $20,000 | No member fees for other committees |
| Meeting fees (if >10/year) | $1,000 per extra meeting | Applies per director |
| Ownership guideline | 5× cash retainer ($750,000) | 5-year compliance; hold 100% net shares until met; unvested RSUs don’t count |
| Hedging/pledging | Prohibited | No margin accounts, pledging, short sales, derivative hedging |
| NED equity plan terms (2017 plan) | Pro rata grants if appointed off-cycle; vest at next AGM if in service | Change-in-control: immediate vesting if awards not assumed or service terminates ≤1 year post CoC; up to 320,000 shares; 188,358 granted through 12/31/24 |
Jensen’s actual 2025 director award/fees will be determined by service start (contingent on Viterra close) and pro rata rules; specific dollar amounts for Jensen not disclosed .
Performance Compensation
Directors do not receive performance-based equity at BG; however, the Board/HRCC oversees company-wide performance metrics used for NEO incentives.
| Plan | Metric | Use/Weight | Notes |
|---|---|---|---|
| Annual Incentive Plan (AIP) | Adjusted Profit Before Taxes before certain incentive payouts (Adj PBT(I)) | Funding at 4.8% of Adj PBT(I), modified ±2.1% by scorecard | 2024 modifiers: quality of earnings; inclusion & belonging; sustainability targets (e.g., Scope 1 & 2, traceability) |
| Long-Term Incentive Plan (LTIP) | 3-year cumulative EPS | PBRSU performance goal | Majority of LTI in PBRSUs; HRCC reviews annually |
| Long-Term Incentive Plan (LTIP) | 3-year average Adjusted ROIC (AROIC) | PBRSU performance goal | Adjusts for mark-to-market and RMI |
| Long-Term Incentive Plan (LTIP) | 3-year Relative TSR | Modifier | RTSR modifies PBRSU payouts |
Other Directorships & Interlocks
| Category | Entity | Relevance |
|---|---|---|
| Nominating shareholder | CPP Investments | Under shareholder agreements tied to Viterra, CPP and Glencore each may designate 2 nominees while holding ≥10% of BG shares; Jensen is a CPP nominee |
| Current public boards | None | No other public company directorships disclosed (past 5 years) |
| Potential interlock/conflict | Norden (COO) | BG does ordinary-course business with companies where Browner and Jensen serve; Board reviewed and deemed arm’s length; independence affirmed |
Expertise & Qualifications
- Risk management; manufacturing & logistics; sustainability; government/public policy, with deep commodity supply-chain leadership across energy and shipping .
- International market/regulatory experience, notably Canada and South America; relevant to Viterra footprint integration .
- Education: Business Administration – Marketing Management, Copenhagen Business School .
Equity Ownership
- Beneficial ownership: Jensen not listed among directors in BG’s March 14, 2025 share ownership table, as she was not yet a seated director; no Jensen-specific ownership disclosed .
- Director ownership alignment: 5× retainer guideline ($750,000) within 5 years; must hold 100% of net shares until guideline met; hedging/pledging prohibited .
Governance Assessment
- Strengths: Independent designation despite CPP nomination; risk and sustainability committee placements align with BG’s risk profile; strong shareholder support at 2025 AGM for her contingent election; Board’s governance practices include executive sessions, high attendance, and independent chairs .
- Watch items/RED FLAGS: External executive role at Norden creates potential related-party optics; Board reviewed and judged ordinary-course interactions as arm’s length and immaterial, but continued monitoring is prudent. Nomination via major shareholder (CPP) introduces representation dynamics—maintaining committee independence and robust related-party oversight remains key .
- Shareholder signals: 2025 say-on-pay support of 84.6% and broad approval of Swiss compensation items reflect acceptable investor alignment, though lower than 2024’s 96.7% executive say-on-pay—continued transparency on metrics and integration execution will matter .