Board of Directors

Members:

• Holly Keller Koeppel (Chair)
• Dick Boer
• Cyrus Taraporevala
• Sir Charles Roxburgh
• Clare Scherrer

The purpose of the Audit and Risk Committee is to:

• review and monitor the effectiveness of the Shell Group of Companies’ (the “Group”) risk management and internal control framework;
• review and make recommendations to the Board on the integrity of the Company’s financial reporting;
• oversee the internal audit and external audit functions and make recommendations to the Board; and
• carry out other oversight activities on behalf of the Board.

View terms of reference for the Audit and Risk Committee below:

Audit and Risk Committee - terms of reference (PDF, 382 kB)

Members:

• Sir Andrew Mackenzie (Chair)
• Bram Schot
• Jane H. Lute
• Leena Srivastava
• Holly Keller Koeppel

The purpose of the Sustainability Committee is to:

• oversight of emerging trends related to disclosed sustainability impacts, risks and opportunities, excluding carbon and safety (which remain matters for the Board);
• perform such further functions related to sustainability, including undertaking deep-dives on sustainability topics, as the Board and Committee may agree.

View terms of reference for the Sustainability Committee below:

Sustainability Committee - terms of reference (PDF, 306 kB)

Members:

• Sir Andrew Mackenzie (Chair)
• Dick Boer
• Ann Godbehere
  

The purpose of the Nomination and Succession Committee is to:

• lead the process for appointments to the Board and to Senior Management positions;
• make recommendations to the Board on all Board and Senior Management appointments and re- appointments;
• review and make recommendations to the Board on succession planning for the Board and Senior Management, ensuring plans are in place for an orderly succession and overseeing the development of a diverse succession pipeline;
• review and make recommendations to the Board on corporate governance guidelines; and
• review the Company’s policy, targets and strategies on diversity, equity and inclusion, and monitor their effectiveness.

View terms of reference for the Nomination and Succession Committee below:

Nomination and Succession Committee - terms of reference (PDF, 297 kB)

Members:

• Cyrus Taraporevala (Chair)
• Bram Schot
• Jane H. Lute
• Dick Boer
• Clare Scherrer

The purpose of the Remuneration Committee is to:

• determine and agree with the Board the remuneration policy for the Company Chair, Executive Directors and the Executive Committee of the Company;
• within the terms of such agreed policy, and any other relevant policy, determine the individual remuneration package for the Company Chair, Executive Directors and Senior Management;
• 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:

Remuneration Committee - terms of reference (PDF, 150 kB)

1. Strategy and Management

1.1 Responsibility for establishing the purpose, values and strategy and the overall direction of the Shell Group of Companies (‘the Group’) and satisfying itself that these and the Group culture are aligned.

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 culture, 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.

2.4 Changes to the Company’s name

 

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
• establishing the appropriate risk appetite for the Company.

 

5. Contracts

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. Communication

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 Chair, 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 and Risk Committee.

 

8. Remuneration

8.1 Determining the remuneration policy for the Chair, 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 Chair 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 Chair, 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 and other key stakeholders.

10.4 Oversee the Audit and Risk Committee’s review of the Shell Global Helpline¹.

_{¹ The Company has adopted procedures to enable employees and third parties (who wish to raise a concern about the conduct of a Shell employee, contractor, or business partner) to raise issues anonymously through the Shell Global Helpline.}

 

11. Other

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.

Approved by the Board on February 4, 2026

Introduction

Our overarching diversity, equity and inclusion (DE&I) ambition is to become one of the most diverse and inclusive organisations in the world. A place where everyone – from our employees to our customers, partners and suppliers – feels valued, respected and has a strong sense of belonging. This is underpinned by specific ambitions in relation to each of our global focus areas.

The purpose of our Board Diversity policy (Policy) is to promote a diverse Board and foster an inclusive environment. This enables the Board to cultivate the breadth of perspective and high-quality decision-making required to support the strategy and overall direction of Shell. The Policy is applicable to the Board of Shell plc only and complements Shell’s Code of Conduct, and Shell’s broader aspirations for DE&I.

Principles

The following principles outline how the Board upholds and advances Shell’s commitment to diversity, equity and inclusion in its composition, practices and governance.

1. Our DE&I ambition for the Board and the boardroom environment is aligned with Shell’s broader DE&I ambitions.

2. We firmly believe that diversity in its broadest sense fosters a wider range of perspectives, insights and challenge resulting in improved board effectiveness, decision-making, and outcomes for the company.

3. Through inclusive behaviours and practices at Board level, we set a clear tone from the top and aim to create an environment where every Board member feels valued, respected, and empowered to contribute fully.

4. The Board, through the Nomination and Succession Committee, holds itself accountable for achieving the Board’s diversity, equity, and inclusion goals.

5. The Board regularly assesses[1] the overall balance and composition of the Board, including but not limited to age, gender, race, ethnicity, educational, social and geographic background, skills, knowledge and experience, making recommendations for necessary adjustments.

6. The Board supports relevant external best practices, such as the FTSE Women Leaders Review on gender diversity and the Parker Review on ethnic diversity, to maintain and enhance diversity within the Board, senior management and the senior succession pipeline.

7. In line with the UK Listing Rules, the Board aims:

• for gender balance on the Board, with at least one senior Board position[2] held by a woman. In addition, our target is to maintain the representation of both men and of women at, or above a minimum of 40%³;
• to maintain or exceed having at least one Board member from an ethnic minority background, acknowledging that the above targets and aspirations enable effective representation of gender and ethnicity but that, in periods of Board change, there may be temporary periods when these balances are not achieved.

8. We are committed to ensuring that Board appointments are managed with formality, rigor and transparency. Candidates are evaluated based on merit, skills, experiences, qualifications, performance, and business considerations, with due regard for diversity in its broadest sense. This approach ensures the Board as a whole is balanced and that it benefits from the diversity each candidate can bring to the overall Board composition.

9. To identify a broad range of candidates, develop a diverse pipeline, and ensure that our succession practices are equitable, we may engage external advisers who share our commitment to DE&I.

10. We are committed to inclusive onboarding, ensuring that all newly appointed Directors receive comprehensive induction tailored to their needs, experiences, geography, and backgrounds.

11. The Board, assisted by the Nomination and Succession Committee as appropriate, maintains proactive oversight of the Company’s DE&I ambition by monitoring the effectiveness and progress of DE&I policies, initiatives, and objectives.

12. The Board actively engages in Senior Management succession planning and reviews the talent pipeline in alignment with the business outlook.

Conclusion

We are dedicated to the continuous improvement of diversity, equity, and inclusion within the Board and Company as a whole, supporting Shell’s diversity targets and aspirations and maintaining proactive oversight over Shell's ambition to become one of the most diverse and inclusive organisations in the world.

^[1] Including through the annual Board effectiveness review.

^[2] Senior position means Chair, CEO, Senior Independent Director, or CFO.

^[3] These targets align with those set by the FCA under the UK Listing Rules., All targets on Board diversity remain subject to applicable Equalities legislation, including the Equality Act 2010 (as amended from time to time) and its provisions on discrimination.