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Board of Directors
Royal Dutch Shell plc has a single-tier Board of Directors chaired by a Non-executive Chair, Charles O. Holliday. The executive management is led by Chief Executive Officer, Ben van Beurden. There are Board Committees looking after several topics.
Board of Directors
Royal Dutch Shell has a single-tier Board of Directors chaired by Charles O. Holliday. It is made up of Non-executive Directors and Executive Directors.
- Euleen Goh (Chair)
- Gerard Kleisterlee
- Linda G. Stuntz
- Gerrit Zalm
The purpose of the Audit Committee is to:
- assist the Board of the Company (the “Board”) in fulfilling its responsibilities in relation to internal control and financial reporting, and carries out certain oversight functions on behalf of the Board.
View terms of reference for the Audit Committee below:
Corporate and Social Responsibility Committee
- Hans Wijers (Chair)
- Guy Elliott
- Sir Nigel Sheinwald
- Patricia A. Woertz [A]
[A] Patricia A. Woertz stands down as a Director of the Company at the close of business of the 2017 Annual General Meeting.
The purpose of the Corporate and Social Responsibility Committee is to:
- assist the Board of Directors of the Company in reviewing the policies and conduct of the Shell Group of Companies with respect to the Shell General Business Principles (including Sustainable Development and the Health, Safety and Environment Policy), the Shell Code of Conduct and to major issues of public concern. The Committee also carries out certain oversight functions on behalf of the Board.
View terms of reference for the Corporate and Social Responsibility Committee below:
Nomination and Succession Committee
- Charles O. Holliday (Chair)
- Guy Elliott
- Linda G. Stuntz
- Hans Wijers
The purpose of the Nomination and Succession Committee is to:
- lead the process for appointments to the Board of Directors of the Company (the “Board”);
- make recommendations to the Board on all Board appointments and re-appointments;
- review and make recommendations to the Board on succession planning; and
- review and make recommendations to the Board on corporate governance guidelines.
View terms of reference for the Nomination and Succession Committee below:
- Gerard Kleisterlee (Chair)
- Sir Nigel Sheinwald [A]
- Patricia Woertz [B]
- Gerrit Zalm
[A] with effect from May 24, 2017
[B] Patricia A. Woertz stands down as Director of the Company at the close of business of the 2017 Annual General Meeting
The purpose of the Remuneration Committee is to:
- determine and agree with the Board of Directors of the Company the remuneration policy for the Chair, the Chief Executive Officer, Executive Directors and senior management of the Company.
- within the terms of such agreed policy, determine the individual remuneration package for the Chair, the Chief Executive Officer and the Executive Directors; and
- monitor the structures and levels of remuneration for other senior executives and make recommendations if appropriate.
View terms of reference for the Remuneration Committee below:
Matters reserved for the Board
1. Strategy and Management
1.1 Responsibility for the overall direction of the Royal Dutch Shell Group of Companies (‘the Group’).
1.2 Approval of the Group’s long term objectives and strategy, policies and annual budgets.
1.3 Oversight of the Group’s operations and management.
1.4 Review of performance in the light of the Group’s strategy, objectives, business plans and budgets and ensuring that any necessary corrective action is taken.
1.5 Extension of the Group’s activities into new business areas.
1.6 Any decision to cease to operate all or any material part of the Group’s business.
2. Structure and capital
2.1 Changes relating to the Group’s capital structure.
2.2 Major changes to the Group’s corporate structure, management and control structure.
2.3 Any changes to the Company’s listings or its status as a plc.
3. Financial reporting and controls
3.1 Approval of preliminary announcements of interim and final results.
3.2 Approval of:
- the Annual Report and Accounts, including the Corporate Governance statement and Remuneration Report;
- Summary Report and Accounts; and
- the Annual Report on Form 20F filed with the U.S. Securities and Exchange Commission.
3.3 Approval of the dividend policy.
3.4 Declaration of dividends.
3.5 Approval of any significant changes in accounting policies or practices.
3.6 Approval of treasury policies.
4. Risk Management and Internal controls
4.1 Responsible for:
- a sound system of risk management and internal control;
- oversight and review of risk management and internal control; and
- determining the appropriate level of risk exposure for the Company.
5.1 Major capital projects, investments or contracts in excess of the amount delegated to the Chief Executive Officer.
5.2 Lending or borrowing by the Company made outside the treasury policy of the Company.
6.1 Approval of resolutions and related documentation to be put forward to shareholders at a general meeting.
7. Board membership and other appointments
7.1 Board appointments and removals; selection of the Chairman, Senior Independent Director and Chief Executive Officer; membership and chairmanship of board committees, following recommendations from the Nomination and Succession Committee.
7.2 Succession planning.
7.3 Appointment or removal of the Company Secretary.
7.4 Appointment, reappointment or removal of the external auditor to be put to shareholders for approval, following the recommendation of the Audit Committee.
8.1 Determining the remuneration policy for the Chairman, the Chief Executive Officer and the Executive Directors.
8.2 Determining the remuneration of the Non-executive Directors, subject to the Articles of Association and shareholder approval as appropriate.
8.3 The introduction of new share schemes or new long-term incentive schemes or major changes to existing schemes, which require shareholders’ approval.
9. Delegation of Authority
9.1 The division of responsibilities between the Chairman and the Chief Executive Officer.
9.2 Approval of terms of reference of board committees.
10. Corporate governance matters
10.1 Conduct an adequate annual evaluation of its own performance, that of its committees, the Chairman, the Chief Executive Officer and, in consultation with the Chief Executive Officer, other Executive Directors.
10.2 Determining the independence of directors.
10.3 Receiving reports on the views of the Company’s shareholders.
11.1 Settlement of litigation involving amounts in excess of that delegated to the Chief Executive Officer or being otherwise material to the interests of the Group.
11.2 This schedule of matters reserved for board decisions.
11.3 Any other matter not falling within the powers and authority of the shareholders, the Chief Executive Officer or delegated to a committee of the board.
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The 2016 Annual Report and Form 20-F, the 2016 Sustainability Report and the 2016 Investors' Handbook are available for online reading and as PDF download.
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