Skip to main content

Remuneration Committee and principles

Committee membership and attendance for 2022

Neil Carson, Chair of the Remuneration Committee (photo)

Neil Carson OBE

Chair

100% attendance

5 out of 5 possible meetings attended

Member since: June 1, 2019

Euleen Goh, Member of the Remuneration Committee (photo)

Euleen Goh

Committee member

100% attendance

5 out of 5 possible meetings attended

Member since: May 20, 2020

Catherine J. Hughes, Member of the Remuneration Committee (photo)

Catherine J. Hughes

Committee member

100% attendance

5 out of 5 possible meetings attended

Member since: July 26, 2017

Bram Schot, Member of the Remuneration Committee (photo)

Bram Schot

Committee member

67% attendance

2 out of 3 possible meetings attended

Member since: May 24, 2022

Gerrit Zalm, Member of the Remuneration Committee (photo)

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:

 

Senior Management

 

Executive Directors

Executive Committee

Company Secretary and EVP Controller

Performance framework

Remuneration Policy

Actual remuneration and benefits

Annual bonus and long-term incentive measures and targets

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.

Remuneration at a glance

Fixed pay and shareholding

Base salary

  • Ben van Beurden (CEO)

    £1,420,000

  • Sinead Gorman (CFO)

    £900,000

Pension

Following their relocation to the UK, Ben van Beurden and Sinead Gorman’s pensions were aligned to the Shell UK defined contribution pension arrangements offered to new employees, which have an employer contribution of 20% of salary.

Benefits

Following their relocation to the UK, Ben van Beurden and Sinead Gorman received support with temporary commuting costs such as travel and accommodation until their families relocated. They also received relocation support for their families’ move to the UK, and housing allowances which will not extend beyond 2023.

Shareholding

Target levels, % of base salary

  • CEO

    700%

  • CFO

    500%

Actual levels, % of base salary at December 31, 2022

  • CEO

    1433%

  • CFO

    102%

Annual bonus

2022 annual bonus

  • Ben van Beurden

    £2,590,000

  • Sinead Gorman

    £1,180,000 (pro rata)

2022 bonus scorecard outcome

  • Overall scorecard outcome:

    1.46

No individual performance factor used in bonus calculation

Bonus delivery

50% deliveredin cash50% deliveredin shares

Shares are subject to a three-year holding period which extends beyond an Executive Director’s tenure.

Long-term Incentive Plan

2020 – 2022 LTIP vesting outcome

  • Ben van Beurden

    £4,914,397

  • Sinead Gorman

    £552,291

Vesting outcome

MeasuresOutcomeTSRVesting0%CFFO growth0%ROACE growth 5 1 2 3 4 5 1 2 3 4 5 1 2 3 418%FCF45%Energytransition 18%81%(out of a 200% maximum)

Shares are subject to a three-year holding period which extends beyond an Executive Director’s tenure.

Fixed pay and shareholding

Base salary

  • Wael Sawan (CEO)

    £1,400,000

  • Sinead Gorman (CFO)

    £925,000

    2.8%

Pension

Wael Sawan and Sinead Gorman’s pensions are aligned to the Shell UK defined contribution pension arrangements offered to new employees, which have an employer contribution of 20% of salary.

Benefits

Following his relocation to the UK, Wael Sawan received relocation support for his family’s move to the UK, and a housing allowance. Sinead Gorman continues to receive a housing allowance. Neither Executive Director’s housing allowance will extend beyond 2023.

Shareholding

Target levels, % of base salary

  • CEO

    700%

  • CFO

    500%

Actual levels, % of base salary March 6, 2023

  • CEO

    389%

  • CFO

    177%

Annual bonus

Target % of base salary

Target

  • Wael Sawan

    125%

  • Sinead Gorman

    120%

Maximum

  • Wael Sawan

    250%

  • Sinead Gorman

    240%

Scorecard architecture

a Cash flow from operations (weighted 35%)b Operational excellence (Asset management excellence 15%, project delivery excellence 10%, customer excellence 10%)c Shells journey in the energy transition (Selling no/low-carbon products 5%, operational emissions reduction 5%, partnering to decarbonise 5%)d Safety (SIF-F 7.5%, Tier 1 and 2 process safety 7.5%)35%35%15%abcd15%

Long-term Incentive Plan

Target awards % of base salary

Target

  • Wael Sawan

    300%

  • Sinead Gorman

    270%

Maximum

  • Wael Sawan

    600%

  • Sinead Gorman

    540%

Performance conditions

25%25%25%25%adbca Relative cash generation (CFFO/average capital employed) (weighted 25%)b Relative TSR (25%)c Absolute OFCF (25%)d Absolute energy transition (25%)

Performance against the relative metrics is assessed against other energy majors (BP, Chevron, Exxon and TotalEnergies).

LTIP
Long-term Incentive Plan
View complete glossary
REMCO
Remuneration Committee
View complete glossary