Board of Directors

Members:

• Ann Godbehere (Chair)
  
• Dick Boer
• Sir Charles Roxburgh
• Cyrus Taraporevala
• Catherine J. Hughes

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 controls;
• 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, 119 kB)

Members:

• Catherine Hughes (Chair)
• Neil Carson OBE
• Bram Schot
• Jane Holl Lute
• Leena Srivastava

The purpose of the Sustainability Committee is to:

• review the performance of the Shell Group of Companies (the “Group”) with respect to Sustainability;
• review and monitor relevant emerging trends including regulatory developments in sustainability; and
• review and monitor the non-financial elements of the Company’s Powering Progress strategy, with a focus on nature and social elements.

View terms of reference for the Sustainability Committee below:

Sustainability Committee - terms of reference (PDF, 81 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, 94 kB)

Members:

• Neil Carson OBE (Chair)
• Cyrus Taraporevala
• Bram Schot
• Jane Holl Lute
• Dick Boer

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, 92 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 January, 29 2025

The purpose of our Board Diversity policy is to ensure diversity of our board composition and an inclusive Board environment to cultivate the breadth of perspective and high-quality decision-making required to support the strategy and overall direction of Shell. The Board 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.

Board Diversity Policy (PDF, 73 kB)