The following information is provided in accordance with section 430(2B) of the Companies Act 2006. The arrangements set out below are in accordance with the Directors’ Remuneration Policy (“Policy”) approved by shareholders at the 2014 Annual General Meeting (“AGM”).
1. Payment for loss of office: a gross payment of €2,288,000, equivalent to one times annual pay (base salary plus target bonus). The payment for loss of office will be phased in six equal monthly instalments, and outstanding payments will be reduced by 50% if Mr Henry resumes an equivalent full time executive role in that period.
2. Remuneration Payments
(i) Annual Bonus:
- An annual bonus of €1,350,000 gross in relation to performance year 2016 has been disclosed in the 2016 Director’s Remuneration Report (“DRR”). 50% of this bonus was deferred into the Deferred Bonus Plan (“DBP”).
- An annual bonus in relation to performance year 2017 will be determined by Shell’s Remuneration Committee and will be pro-rated for all service in 2017. In the event that the proposed Policy (which is subject to shareholder approval at the 2017 AGM) is approved, then 50% of the bonus will be delivered in cash and 50% will be delivered in shares; and the shares will be subject to a three year holding period which remains in force after Mr Henry leaves the employment of Shell International Limited. If the proposed Policy is not approved by shareholders at the 2017 AGM then, in accordance with the Policy approved by shareholders at the 2014 AGM, 50% of the bonus will be deferred into the DBP and will be subject to the rules of the DBP (including those rules relating to adjustment events (malus and clawback)).
(ii) Long-term incentives (“LTIP”) and DBP:
- No 2017 LTIP award will be made.
- Outstanding LTIP awards will not vest early and will be pro-rated for service.
- Outstanding DBP awards will not vest early and are not pro-rated. The applicable holding periods remain in force post-leaving employment.
- The conditional LTIP and DBP awards described above were made subject to adjustment events (malus and clawback) and these provisions remain in force.
Reporting: The value of 2014 LTIP and DBP awards which vested in 2017 has been reported in the “single total figure of remuneration” table in the 2016 DRR. The value of awards which vest in future years will be disclosed in the relevant year’s DRR.
(iii) Pension: Accrued pension benefits for 2017 will be reported in the 2017 DRR.
(iv) Benefits: Standard Shell group provisions apply in respect of tax return assistance and relocation support (such as movement of household goods, transportation and temporary accommodation).
The information set out above will be updated in the 2017 DRR, as appropriate, to reflect further determinations which will be made in accordance with the Policy in force as at the time a decision is made by Shell’s Remuneration Committee.
3. Employment with Shell International Limited from April 1, 2017 to June 30, 2017
(i) Base salary: £780,000. There will be no change to Mr Henry’s pensionable base salary in respect of this period.
(ii) 2017 Annual Bonus: Details of the annual bonus in relation to performance year 2017 are detailed above in paragraph 2(i).
(iii) Long Term Incentives: No further LTIP award will be made.
(iv) Pension: Whilst employed by Shell International Limited in 2017, Mr Henry will continue to participate in the relevant Shell group company’s pension arrangements as normal.
(v) Benefits: Whilst employed by Shell International Limited in 2017, Mr Henry will receive relevant normal benefits for UK local employees.