News & Media releases
Derivative Settlement
31/08/2005
The Shell Group (Shell) today announced that a settlement has been reached with the plaintiffs in shareholder derivative actions arising out of Shells 2004 reserves recategorisation. The four derivative actions, pending in United States Federal courts in New York and New Jersey and in a New York State court, sought to assert claims on behalf of The "Shell" Transport and Trading Company, p.l.c., and Royal Dutch Petroleum Company against certain current and former members of their Boards of Directors. The cases sought corporate governance and structural changes as well as unspecified monetary damages from the current and former directors.
Under the terms of the settlement, Royal Dutch Shell plc has agreed to adopt and implement certain corporate governance principles negotiated with counsel for the derivative plaintiffs and a corporate governance expert retained by plaintiffs’ counsel. The principles include policies and standards in the areas of Board composition and qualifications; membership and functions of Board committees; director and senior management compensation; financial reporting and controls; and corporate compliance and ethics. Terms of the settlement also include payment by Shell of $9.2 million in attorneys’ fees and expenses to counsel for the derivative plaintiffs. Further, as part of the settlement, the derivative plaintiffs and Shell have agreed to dismiss the claims sought to be asserted on behalf of Shell by the derivative plaintiffs and, subject to certain limitations, to release the current and former directors from future claims by or on behalf of Shell relating to the reserves recategorisation. Accordingly, the settlement will resolve all matters raised in the shareholder derivative actions with respect to Shell and its current and former directors.
The parties filed the settlement in the United States District Court for the District of New Jersey, and the Court has entered an order preliminarily approving the settlement and requiring the parties to provide notice of the settlement to shareholders. The settlement remains subject to final Court approval.
Beat Hess, Legal Director for Shell, commented, “We are pleased to have taken another step toward putting the reserves recategorisation behind us and to have done so in a way that contributes to Shell’s commitment to the highest standards of corporate governance, compliance and integrity.”
The notice to shareholders and the corporate governance principles to be adopted as part of the settlement can be downloaded below in a PDF format.