Corporate governance

2022

Remuneration roadshow – Q1 2022 engagement

2021

Remuneration roadshow – Q1 2021 engagement

2020

Remuneration roadshow – Q4 2020 engagement

Remuneration roadshow – Q1 2020 engagement

2019

Remuneration roadshow – Q4 2019 engagement (November 2019)

Additional information: 2018 Directors’ Remuneration Report

Remuneration roadshow – Q1 2019 engagement (April 2019)

REMCO Chair letter to shareholders, March 14 2019

2018

Additional statement on 2018 Annual General Meeting voting result, Directors’ Remuneration Report – December 2018

Board engagement day 2018 (December 13, 2018)

Remuneration roadshow – Q4 2018 engagement (November 2018)

Additional Information: 2017 Directors’ Remuneration Report

Remuneration roadshow – Q1 2018 engagement (April/May)

2017

Remuneration roadshow – Q4 2017 engagement (November 2017)

Former Non-executive Director, Patricia Woertz: remuneration disclosure

Remuneration roadshow - Q1 2017 engagement (April 2017)

Former Chief Financial Officer, Simon Henry: remuneration disclosure

2016

Remuneration letter update (December 2016)

Board engagement 2016 (November 28, 2016)

Remuneration letter (October 2016)

Remuneration roadshow - Q4 2016 engagement (October 2016)

External audit tender process disclosure (May 10, 2016)

PricewaterhouseCoopers LLP - Statement of reasons (April 2016)

Remuneration roadshow – Q1 2016 engagement (April 2016)

2015

Remuneration roadshow – Q4 2015 engagement (December 2015)

External audit tender process disclosure (October 29, 2015)

Remuneration roadshow – Q1 2015 engagement (April 2015)

2014

Remuneration roadshow – Q4 2014 engagement (December 2014)

Remuneration roadshow - Q1 2014 engagement (May 2, 2014)

The Corporate Governance Standards of the New York Stock Exchange (NYSE) allow foreign private issuers, like Shell, to follow home country practices on most corporate governance matters, but require them to disclose any significant ways in which their corporate governance standards differ from those followed by US companies.

Shell is an English company listed on the London Stock Exchange and is subject to the authority of the Financial Services Authority (FSA) in the United Kingdom. Consequently, Shell follows the corporate governance principles set out in the UK Corporate Governance Code (the Code). Set forth below is a summary of the significant ways in which our corporate governance practices differ from US companies under the NYSE listing standards.

Non-executive Director Independence

The Board follows the provisions of the Code in respect of Non-executive Director independence. The Code states that at least half the Board, excluding the Chairman, should comprise Non-executive Directors determined by the Board to be independent. In the case of the Company, the Board has determined that a majority of Non-executive Directors are wholly independent.

Nominating/Corporate Governance Committee and Compensation Committee

The NYSE listing standards require that a listed company maintain a Nominating/Corporate Governance Committee and a Compensation Committee, both composed entirely of independent directors and with certain specific responsibilities. The Company’s Nomination and Succession Committee and Remuneration Committee, respectively, comply with these requirements, except that the terms of reference of the Nomination and Succession Committee require only a majority of the committee members to be independent.

Audit Committee

As required by NYSE listing standards, the Company maintains an Audit Committee for the purpose of assisting the Board’s oversight of the financial statements, its internal audit function and its independent auditors. The Company’s Audit Committee is in full compliance with the US Securities and Exchange Commission’s Rule 10A-3 and Section 303A.06 of the NYSE Listed Company Manual.

However, in accordance with English law, the Company’s Audit Committee makes recommendations to the Board, for it to put to shareholders for approval in General Meeting, regarding the appointment, re-appointment and removal of independent auditors. Consequently, the Company’s Audit Committee is not directly responsible for the appointment of independent auditors.

Shareholder Approval of share-based compensation plans

The Company complies with the listing rules of the UK Listing Authority (UKLA) which require shareholder approval for the adoption of share-based compensation plans which are either long-term incentive schemes in which Directors can participate or schemes which may involve the issue of new shares.

Under the UKLA rules, such plans cannot be changed to the advantage of participants without shareholder approval, except for certain minor amendments, for example to benefit the administration of the plan or to take account of tax benefits. The rules on the requirements to seek shareholder approval for share-based compensation plans, including those in respect of material revisions to such plans, may deviate from the NYSE listing standards.

Code of Ethics

The NYSE listing standards require that listed companies adopt a code of business conduct and ethics for all directors, officers and employees and promptly disclose any waivers of the code for directors or executive officers. The Company has adopted the Shell General Business Principles which satisfy the NYSE requirements. The Company also has internal procedures in place by which any employee can raise in confidence accounting, internal accounting controls and auditing concerns. Additionally, any employee can report irregularities to management through a worldwide dedicated telephone line and website without jeopardising his or her position.

Articles of Association

The Articles of Association is available in pdf format.

Articles of Association

Other documents

The Special Resolution passed at the Shell plc General Meeting held on December 10, 2021, is available below in pdf format.

Special resolution – 10 December 2021

The Certificate of incorporation on change of name and re-registration of a private company as a public company, available in pdf format.

Certificate of incorporation on change of name and re-registration of a private company as a public company