Oil major Royal Dutch Shell could face protests over its huge awards for directors despite failing to meet performance targets.
Voting advisory firm RiskMetrics has recommended that shareholders vote against Shell's remuneration report at the firm's annual meeting in two weeks' time due to the share awards, the Financial Times said.
Shell was ranked fourth out of five for its performance against peers BP, US firms Chevron and ExxonMobil and France's Total.
This should have meant no share awards were made under the group's long-term incentive plan - but Shell's remuneration committee decided that the difference between third and fourth place was "marginal".
It decided that the ranking "did not fully reflect Shell's relative performance" and released half the shares that directors would have been entitled to for the 2006-08 period under the scheme.
According to Shell's annual report, chief executive Jeroen van der Veer - who received a total package worth £8.2 million in 2008 - was awarded 155,036 shares for 2006-08 under the long-term incentive plan.
Directors were entitled to 80% of these shares for a third place ranking, but even the 50% agreed gives the chief executive 77,518 shares with a value of around £1.2 million at current prices.
As well as criticism from RiskMetrics, who were unavailable for comment, the Association of British Insurers also slapped an "amber top" rating on the company's remuneration report.
An ABI spokesman said: "We have given an amber top rating to reflect that shareholders need to make a careful judgment on the issues on which the remuneration committee has used discretion."
The Anglo-Dutch firm made profits of £22 billion last year, but falling oil prices have hit its performance so far this year.
Last week Shell posted profits of 3.3 billion US dollars (£2.26 billion) for the first three months of 2009, down 58% on a year earlier.