The SGBP has been adopted by all Shell companies and, amongst other things, provides that all persons must avoid conflicts of interest between their private financial activities and their part in the conduct of company business.

This Code is specifically intended to meet the requirements of Section 406 of the Sarbanes Oxley Act and the listing requirements of the New York Stock Exchange by providing for a number of implementing requirements in the area of disclosure controls and the avoidance of conflicts of interest by the category of job holders and persons referred to below.

This Code is applicable to the following job holders and persons:

  • the Executive Directors of Shell, which includes the Chief Financial Officer;
  • the Executive Vice President – Controller;
  • the Executive Vice President – Treasury and Corporate Finance;
  • the Chief Internal Auditor;
  • the Executive Vice President - Taxation;
  • the Executive Vice President - Investor Relations;
  • the Executive Vice President - Finance – Trading and Supply;
  • the Executive Vice President - Finance Operations;
  • the Executive Vice President - Finance of Integrated Gas;
  • the Executive Vice President - Finance of Upstream;
  • the Executive Vice President - Finance of Downstream;
  • Chief Financial Officer of Shell Midstream Partnership;
  • Chief Executive Officer of Shell Midstream Partnership; and
  • any person or job holder designated by the Chief Financial Officer (a register of such designated persons will be maintained by the Company Secretary).

All of the above are hereinafter referred to as "COE Addressees".

Key requirements

Each COE Addressee shall:

  • a. act in accordance with the highest standards of honesty, integrity and fairness and expect the same in their relationships with others while maintaining a work and business climate fostering such standards; and
  • b. adhere to the SGBP, any applicable code of conduct on dealing in securities and any provisions for the avoidance of conflicts of interest stipulated in applicable terms and conditions of employment; and
  • c. excuse himself from making any decision about an issue at hand in which a conflict of interests arises or could arise and in such event, disclose in writing the relevant facts and explain the circumstances that create or could create the conflicts of interest to: (a) the chairman of the Audit Committee in the case of: (i) the Executive Directors of Shell, (ii) the Chief Financial Officer, (iii) the Chief Internal Auditor and (iv) the Executive Vice President Controller, and (b) to the Executive Vice President Controller, in the case of any other COE Addressee; and
  • d. avoid having any financial interest in works of or contracts awarded by a Shell company or a company associated with a Shell company, or in supplies effected or services rendered to or by such a company and where this is unavoidable or immediate family members have such a financial interest, such interest shall be disclosed in writing in the same manner as set out in c. above; and
  • e. not seek or accept from third parties to his own advantage any favour in whatsoever form or howsoever described in connection with the business of any Shell company or his duties (except for the acceptance of such things as gifts of nominal value and working lunches, dinners and entertainment of reasonable value, frequency and duration, appropriate under the circumstances, and subject always to the standards of a. above); and
  • f. not hold positions or jobs or engage in outside businesses or other interests that adversely impact the performance of duties owed to any Shell company or the interests of the same; and
  • g. avoid any relationship with a contractor or supplier that could compromise the ability to transact business on a professional, impartial and competitive basis or influence decisions to be made by any Shell company; and
  • h. consistent with the scope of his job responsibilities, ensure full, fair, accurate, timely, and understandable disclosure in regulatory filings and in other public communications made by Shell.


Each COE Addressee shall report any breach thereof in writing to: (a) the chairman of the Audit Committee in the case of: (i) the Executive Directors of Shell, (ii) the Chief Financial Officer, (iii) the Chief Internal Auditor and (iv) the Executive Vice President-Controller, and (b) the Executive Vice President Controller in the case of any other COE Addressee.

No person reporting in good faith a suspected breach of conflicts of interest should be concerned about retaliation by Shell companies. Any job holder or person involved in retaliation will be subject to the sanctions referred to below.


Each COE Addressee is held accountable for the full compliance with this Code with respect to any issues within his control. Sanctions for a breach of this Code shall be determined by: (i) the Board of Directors of  Shell where it concerns the Executive Directors of Shell or the Chief Financial Officer; and (ii) the Audit Committee where it concerns any other COE Addressee. Sanctions may include serious disciplinary action, removal from office and dismissal as well as other remedies, all to the extent permitted by law and as appropriate under the circumstances.

Miscellaneous and waivers

No waiver of any provision of this Code shall be valid unless provided in writing by the chairman of the Audit Committee and with the prior approval of the Audit Committee.

In this code words importing the masculine shall include the feminine and words importing the singular shall include the plural or vice versa.

The provisions of this Code can be amended and supplemented from time to time by resolution of the Board of Directors of Shell.

Acknowledgement for receipt and acceptance:

Name: ..........................................

Position: .......................................

Place and Date: ............................

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