Remuneration Committee and principles

Committee membership and attendance for 2022

Neil Carson OBE

Chair

100% attendance

5 out of 5 possible meetings attended

Member since: June 1, 2019

Euleen Goh

Committee member

100% attendance

5 out of 5 possible meetings attended

Member since: May 20, 2020

Catherine J. Hughes

Committee member

100% attendance

5 out of 5 possible meetings attended

Member since: July 26, 2017

Bram Schot

Committee member

67% attendance

2 out of 3 possible meetings attended

Member since: May 24, 2022

Gerrit Zalm

Committee member

100% attendance

2 out of 2 possible meetings attended

Member since: May 21, 2014

Biographies are given in section "The Board of Shell plc"; and the REMCO meeting attendance is set out below:

Committee member	Member since	Maximum possible meetings	Number of meetings attended	% of meetings attended
Neil Carson (Chair)	June 1, 2019	5	5	100%
Euleen Goh	May 20, 2020	5	5	100%
Catherine Hughes	July 26, 2017	5	5	100%
Bram Schot [A]	May 24, 2022	3	2	67%
Gerrit Zalm [B]	May 21, 2014	2	2	100%
[A] Bram Schot was unable to attend the December 2022 meeting due to another scheduled business commitment. [B] Gerrit Zalm stepped down from the Committee and from the Board with effect from May 24, 2022.

The REMCO’s key responsibilities include determining:

The REMCO is also responsible for determining the Chair of the Board’s remuneration. The REMCO monitors the level and structure of remuneration for senior executives below Senior Management and makes recommendations if appropriate to ensure consistency and alignment with Shell’s remuneration objectives. When setting the Policy for Executive Director remuneration, the REMCO reviews and considers workforce remuneration and related policies, and how pay and benefits align with culture. In exercising its responsibilities, the REMCO takes into account a variety of stakeholder considerations.

The REMCO operates within its Terms of Reference, which are reviewed annually, and are available on www.shell.com. As part of the Board evaluation, it was agreed that the Board would undertake a more strategic review of the Board Committees’ agendas and remit to ensure alignment with the Board’s future priorities and longer-term aspirations.

Advice from within Shell was provided by:

• Chief Executive Officer (CEO);
• Chief Human Resources and Corporate Officer and Secretary to the REMCO; and
• Executive Vice President Performance and Reward.

The Chair of the Board was consulted on remuneration proposals affecting the CEO. The CEO was consulted on proposals relating to the Chief Financial Officer (CFO) and Senior Management.

The REMCO met five times in 2022 and its activities included:

• determining vesting of the 2019 LTIP award for Senior Management;
• determining 2022 target bonus opportunities and 2022 LTIP awards for Senior Management;
• setting 2022 annual bonus and LTIP performance measures and targets;
• approving the 2021 Directors’ Remuneration Report, conducting a comprehensive review of the Policy and incentive structures;
• reviewing 2023 bonus and LTIP performance measures and targets;
• consulting with major shareholders and proxy bodies on the proposed 2023 Policy;
• setting exit and appointment remuneration for Executive Director changes, and changes in the Executive Committee; and
• monitoring external developments and assessing the impact on remuneration decisions.

After a competitive tender process during the year, Ellason and PWC were chosen to provide external advice on Shell’s remuneration structures and developments in market practice around remuneration. The choice of Ellason and PWC was based on their ability to assess the risk profile of policies, knowledge of investors’ expectations, and familiarity with UK and international market practices. Both Ellason and PWC are members of the Remuneration Consultants Group and operate according to the group’s code of conduct when advising clients. The REMCO is satisfied that the advice provided was objective and independent. The total fees in relation to the advice were £12,650 to Ellason and £75,168 to PWC (excluding value-added tax). During the year, PWC also provided other professional consulting services to Shell, including, for example, in relation to finance, payroll, tax, and sustainability projects. The REMCO also reviewed benchmarking data and analysis prepared by Shell’s internal HR function on market developments in executive pay.