Governance framework

Board of Directors

The Company has a single-tier Board of Directors headed by a Chair, with executive management led by the Chief Executive Officer. The names of the Directors that held office during the year can be found in section “The Board of Shell plc”. Information on the Directors who are seeking appointment or reappointment is included in the Notice of Annual General Meeting.

There is no fixed amount of times that the Board may meet in one year. During 2020, the Board met 12 times. During 2021, the Board also met 12 times and, as detailed throughout our Strategic Report, including the Section 172 statement and activities undertaken throughout the year, worked hard to promote the long-term sustainable success of the Company, generating value for shareholders and contributing to wider society. Further information on the Board’s work and assessments in relation to strategy, culture, engagement with stakeholders and its workforce can be found as follows:

The Board’s responsibilities are governed by a formal schedule of matters reserved to it and include:

• Approval of overall strategy and oversight of management;
• Changes to the corporate and capital structure;
• Approval of financial reporting and controls (including approval of the Annual Report and Accounts, approval of the Annual Report on Form 20-F, and interim dividends);
• Oversight of risk management and internal control;
• Approval of significant contracts;
• Determining succession planning and new Board appointments;
• Remuneration for the Chair and Executive Directors; and
• Corporate governance matters.

Board Committees

More information on the composition of each of the Board Committees, their roles and activities during the year is provided in the following sections:

• Audit Committee
• Safety, Environment and Sustainability Committee
• Nomination and Succession Committee
• Remuneration Committee

Other ad-hoc Committees

The Nigeria Special Litigation Committee is an ad-hoc Committee which was formed to monitor the status of the OPL-245 litigation and investigations. Its members are Euleen Goh (Chair), Sir Andrew Mackenzie and Ann Godbehere.

Division of responsibilities

The roles of the Chair, a non-executive role, and the CEO are separate and clearly defined. The Board has agreed on their respective responsibilities and set these out in writing. These are available on request from the Company Secretary.

Chair

• Responsible for ensuring that the Board and its Committees function effectively. One way in which this is achieved is by ensuring Directors receive accurate, timely and clear information; and
• Responsible for making sure that there is an adequate induction and training programme followed by all Directors (see Nomination and Succession Committee section), with assistance from the Company Secretary.

Deputy Chair/Senior Independent Director

• Sounding board for the Chair;
• Serves as an intermediary for the other Directors and shareholders; and
• Leads the annual appraisal of the Chair’s performance.

Non-executive Directors

• Appointed by the Board or by shareholders at general meetings and, in accordance with the Code, seek re-election by shareholders on an annual basis;
• Letters of appointment refer to a specific term of office, the provisions of the Code and the Company’s Articles of Association;
• Upon appointment, Non-executive Directors confirm they are able to allocate sufficient time to meet the expectations of the role. Appointments are subject to a minimum of three months’ notice of termination, and there is no compensation provision for early termination;
• The Non-executive Directors bring a wide range and balance of skills and international business experience. Through their contribution to the Board and Board Committee meetings, respectively, they are expected to challenge and help develop proposals on strategy and bring independent judgement on issues of performance and risk; and
• At every Board meeting, time is set aside for the Chair and Non-executive Directors to meet without the Executive Directors being present. The Non-executive Directors discuss, among other matters, the performance of individual Executive Directors. A number of Non-executive Directors also meet major shareholders over the course of the year.

Executive Management