Other regulatory and statutory information
This section of the Annual Report contains the remaining information which the Directors are required to report on each year and for the year ended December 31, 2022. There are other matters that are required to be reported on and that have been disclosed in other sections of the Annual Report, as summarised below:
This Directors’ Report, together with the Strategic Report, serves as the Management Report for the purpose of Disclosure Guidance and Transparency Rule 4.1.8R.
Both the Directors’ Report and Strategic Report have been presented in accordance with and reliance on English law, and the liabilities of the Directors in connection with those reports shall be subject to the limitations and restrictions provided by such law.
The Company’s statement on corporate governance, as required by DTR7.2.3R, is incorporated in this Directors’ Report by way of reference.
Business relationships [A]
A statement, summarising the Directors’ business relationships with suppliers, customers and others.
Information on how Directors have engaged with employees.
Directors’ interests [B]
The interests (in shares of the Company or calculated equivalents) of the Directors in office at the end of the year, including any interests of a “connected person”.
Changes in Directors’ share interests during the period from December 31, 2022, to March 8, 2023.
Likely future developments
Information relating to likely future developments.
Provided throughout the Strategic Report
Research and development
Information relating to Shell’s research and development, including expenditure.
Diversity and inclusion
Information concerning diversity and inclusion. This includes information on the equal opportunities in recruitment, career development, promotion, training and rewards for all our people, including those with disabilities.
Employee communication and involvement
Information concerning employee communication and involvement
Corporate social responsibility
A summary of Shell’s approach to corporate social responsibility.
Further details will be available in the Shell Sustainability Report 2022.
A list of our subsidiaries, joint ventures and associates.
Our activities and interests are operated through subsidiaries, branches of subsidiaries, joint ventures and associates which are subject to the laws and regulations of many different jurisdictions.
Greenhouse gas emissions
Information relating to greenhouse gas emissions.
Detail on risk factors.
Information on emerging risks.
Financial risk management, objectives and policies
Descriptions of the use of financial instruments and Shell’s financial risk management objectives and policies, and exposure to market risk (including price risk), credit risk and liquidity risk.
Consolidated Financial Statements: Note 24
Listing rule information [C]
Information concerning the amount of interest capitalised by Shell.
Consolidated Financial Statements: Note 9
Listing rule information [C]
The Remuneration Committee Report.
Listing rule information [C]
Details of the Company’s long-term incentive schemes as required by LR 9.4.3R
Information concerning significant shareholdings.
- [A]This meets the purposes of Schedule 7 to The Companies (Miscellaneous Reporting) Regulations 2018.
- [B]“Connected person” has the meaning given to “person closely associated” within the Market Abuse Regulation.
- [C]This information is given in accordance with Listing Rule 9.8.4R. Further information in connection with Listing Rule 9.8.4R is contained in the remainder of “Other Statutory Information” which follows below.
Modern Slavery Act Statement
We have continued to prioritise buying from and encouraging local providers by procuring goods and services from local suppliers who meet the standards we require. The standards include those relating to human rights, labour practices and business integrity and are governed by the Shell Supplier Principles. Monitoring is undertaken centrally in connection with the preparation of the Shell Group’s Modern Slavery Act (MSA) Statement which is prepared by taking proposed inputs from Shell companies in scope of the MSA as to their steps taken to ensure modern slavery does not occur in their supply chain or organisation. The Shell Group Statement is approved by the Board of Shell plc, after approval by the boards of Shell companies which are in scope of the MSA.
Disclosure of information to auditors
In accordance with section 418 of the Companies Act 2006, each of the persons who is a Director at the date of approval of this Report confirms that, so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware. The Director has taken all steps that he or she ought to have taken as a Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
Financial Statements, Dividends and Dividend Policy
The “Consolidated Statement of Income” and “Consolidated Balance Sheet” can be found in section “Consolidated Financial Statements”.
Subject to Board approval, Shell aims to grow the dividend per share by around 4% every year, and Shell will target the distribution of a minimum of 20% and, subject to Board approval and prevailing market conditions, potentially more than 30% of its cash flow from operations to shareholders. The Board may choose to return cash to shareholders through a combination of dividends and share buybacks. When setting the level of shareholder remuneration, the Board looks at a range of factors, including the macro environment, the underlying business earnings and cash flow of the Shell Group, the current balance sheet, future investment and divestment plans, and existing commitments.
Interim dividends are currently declared by the Board and paid on a quarterly basis. Shell does not currently pay a “final” dividend, which would need to be voted on by shareholders, requiring the introduction of a resolution at the AGM. This would delay the payment of the fourth quarter dividend (currently paid in late March) until after the AGM, which is towards the end of May, a delay of around seven weeks. Our approach to dividend payments is not uncommon for companies distributing returns to shareholders on a quarterly basis.
Shell pays its dividend in USD, EUR or GBP fully electronically either in CREST or via interbank transfers.
The Directors have announced a fourth quarter interim dividend payable on March 27, 2023, to shareholders on the Register of Members at the close of business on February 17, 2023. The closing date for dividend currency elections was March 3, 2023 [A] and the euro and sterling equivalents announcement date is March 13, 2023.
[A] A different dividend currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Such shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.
2022 Viability Statement and Going Concern Statement
The “Strategic Report” includes information about Shell’s strategy, financial condition, cash flows and liquidity, as well as the factors, including the principal risks, likely to affect Shell’s future development. It also describes Shell’s business model, including competitive advantages and key strengths. The Directors assess Shell’s prospects both at an operating and strategic level, each involving different time horizons. To this end, the Directors assess Shell’s portfolio and strategy against a wide range of outlooks, including assessing the potential impacts of various possible energy transition pathways and scenarios for changes in societal expectations in relation to climate change. Shell recognises in its strategy that the world is transitioning to a lower-carbon energy system.
See “Our journey to net zero".
The Risk factors section provides an overview of the principal risks Shell is exposed to in its operations. We have assessed which scenarios linked to the principal risks could lead to a severe but possible outcome. Consideration was given to the climate change and energy transition risk, however the associated material impacts are of a longer-term nature, outside the three-year viability statement period. Therefore, it was not assessed as a stress case scenario for the viability statement. However, it is worth noting that key assumptions that underpin the amounts recognised in the consolidated balance sheet, such as future oil and gas prices, discount rates, future costs of decommissioning and restoration, and tax rates, all go well beyond three years and do take climate change and energy transition into account.
Scenarios and Risks
Link to principal risks
Severity of Impact
Unplanned shutdown of a major cash-generating asset (for the viability statement period i.e. three years)
A low oil and gas price environment (Brent at 2023: $50, 2024: $50, 2025: $50)
A significant HSSE event
Global macroeconomic uncertainties (including those from a pandemic) – low oil and gas price environment, negative impact on oil product and chemical margins, and long-term demand reduction
[B] and [C]
A significant HSSE event and a low oil and gas price environment
[A] and [B]
Taking account of Shell’s position and principal risks at December 31, 2022, the Directors have a reasonable expectation that Shell will be able to continue in operation and meet its liabilities as they fall due over its three-year operating plan period.
In assessing the appropriateness of the going concern assumption over the period to March 31, 2024 (the ‘going concern period’), management have stress-tested Shell’s most recent financial projections to incorporate a range of potential future outcomes by considering Shell’s principal risks, further potential downside pressures on commodity prices and cash preservation measures, including reduced future operating costs, capital expenditure and shareholder distributions. This assessment confirmed that Shell has adequate cash, other liquid resources and undrawn credit facilities to enable it to meet its obligations as they fall due in order to continue its operations during the going concern period. Therefore, the Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the audited Consolidated Financial Statements. See Note 1 to the Consolidated Financial Statements.
Non-Financial Information Statement
The Non-Financial Information Statement below forms part of the Strategic Report.
Where to read more in this report
Respect for human rights
Anti-corruption and anti-bribery matters
Repurchases of shares
Shell will target the distribution of a minimum of 20% and, subject to Board approval and prevailing market conditions, potentially more than 30% of its cash flow from operations to shareholders. The Board may choose to return cash to shareholders through a combination of dividends and share buybacks. For all share buyback programmes mentioned below, Shell entered into an irrevocable, non-discretionary arrangements with a broker in order to reduce the issued share capital of the Company.
Under shareholder authorities granted at the 2021 AGM, on December 2, 2021, Shell announced a share buyback programme of $1.5 billion comprising the first part of the $7 billion shareholder distributions from the sale of the Permian business in the USA, which was completed on January 28, 2022. On February 3, 2022, Shell announced the commencement of a share buyback programme of $8.5 billion, comprising $5.5 billion of Permian divestment proceeds and $3.0 billion as part of the Company’s capital allocation framework. This buyback programme was formed of two tranches, the first of $4 billion which ran between February 3, 2022 and May 4, 2022, the second of $4.5 billion which ran between May 5, 2022 and July 5, 2022.
At the May 24, 2022, AGM, shareholders granted the Company the authority to repurchase (i) up to 758 million ordinary shares “on-market” (excluding any treasury shares), less any “off-market” purchases made under the authority in (ii); and (ii) up to 758 million ordinary shares off-market (excluding any treasury shares), less any on-market purchases made under the authority in (i). The authorities for both on-market and off-market purchases will expire at the earlier of the close of business on August 24, 2023, and the end of the AGM of the Company to be held in 2023. On July 28, 2022, Shell announced the commencement of a share buyback programme of $6 billion buyback which was completed on October 21, 2022; on October 27, 2022, Shell announced the commencement of a $4 billion share buyback programme which completed on January 27, 2023; and on February 2, 2023, Shell announced the commencement of a share buyback programme of a further $4 billion which is expected to be completed by May 4, 2023. This means that, as at close of February 20, 2023, 358 million further shares could still be repurchased under the current AGM authorities.
The Board continues to regard the ability to repurchase issued shares in suitable circumstances as an important part of Shell’s financial management. New resolutions will be proposed at the 2023 AGM to renew the authority for the Company to purchase its own share capital, up to specified limits, for a further year. These proposals will be described in more detail in the 2023 Notice of Annual General Meeting.
Board of Directors
The names of the Directors who held office during the year can be found in the “Section 172(1) statement”. Information on the Directors who are seeking reappointment is included in the Notice of Annual General Meeting.
On January 21, 2022, the Company changed its name from Royal Dutch Shell plc to Shell plc. On January 29, 2022, one line of shares was established through assimilation of each A share and each B share into one single line of ordinary shares of the Company. This assimilation had no impact on voting rights or dividend entitlements.
Qualifying third-party indemnities
The Company has entered into a Deed of Indemnity (Deed) with each Director of the Company who served during the year. The terms of each of these Deeds are identical and they reflect the statutory provisions on indemnities contained in the Companies Act 2006 (CA 2006). Under the terms of each Deed, the Company has agreed to indemnify the Director, to the fullest extent permitted by the CA 2006, against any loss, liability or damage, howsoever caused (including in respect of a Director’s own negligence), suffered or incurred by a Director in respect of their acts or omissions while or in the course of acting as a Director or employee of the Company, any associated company or affiliate (within the meaning of the CA 2006). In addition, the Company shall lend funds to Directors as required to meet reasonable costs and expenses incurred or to be incurred by them in defending any criminal or civil proceedings brought against them in their capacity as a Director or employee of the Company, associated company or affiliate, or, in connection with certain applications brought under the CA 2006. The provisions in the Company’s Articles of Association (Articles) relating to arbitration and exclusive jurisdiction are incorporated, mutatis mutandis, into the Deeds entered into by each Director and the Company.
The Company has provided both indemnities and Directors’ and officers’ insurance to the Directors in connection with the performance of their responsibilities. Copies of these indemnities and the Directors’ and officers’ insurance policies are open to inspection. A copy of the form of these indemnities has been previously filed with the US Securities and Exchange Commission.
Related party transactions
Save as set out below and other than disclosures given in Notes 13 and 33 to the “Consolidated Financial Statements”, there were no transactions or proposed transactions that were material to either the Company or any related party. Nor were there any transactions with any related party that were unusual in their nature or conditions.
On February 11, 2022, Shell Pipeline Company LP, a subsidiary of the Company, announced that it made a non-binding offer to purchase all remaining common units held by the public representing limited partner interests in Shell Midstream Partners, L.P. (Shell interest 68.5%)(SHLX) for $12.89 per common unit in cash. On October 19, 2022, Shell USA, Inc. and SHLX completed the definitive agreement and plan of merger, pursuant to which Shell USA, Inc. acquired all of the common units at $15.85 per common unit in cash, representing limited partner interests in SHLX not held by Shell USA, Inc. or its affiliates.
No payments were made by Shell companies to political parties, organisations or their representatives during the year. Shell USA, Inc. administers the non-partisan Shell USA, Inc. Employees’ Political Awareness Committee (SEPAC), a political action committee registered with the US Federal Election Commission. Eligible employees may make voluntary personal contributions to the SEPAC. All employees’ contributions comply with federal and state law and are publicly reported in accordance with US election laws. Shell USA, Inc. does not exercise control over SEPAC’s funding decisions.
Recent developments and post-balance sheet events
See Note 35 to the “Consolidated Financial Statements”.
The Company’s issued share capital at December 31, 2022, is set out in Note 26 to the “Consolidated Financial Statements”. The percentage of the total issued share capital is given below. On January 29, 2022, an assimilation of the Company’s A and B shares was effected, creating a single line of ordinary shares. More information on how this has impacted the share capital of the Company can be found in the “Parent Company Financial Statements”.
Sterling deferred [A]
Transfer of securities
There are no restrictions on transfer or limitations on the holding of the ordinary shares other than under the Articles, restrictions imposed by law or regulation (for example, insider trading laws) or pursuant to the Company’s Share Dealing Code.
Share ownership trusts and trust-like entities
Shell has three primary employee share ownership trusts and trust-like entities: a Dutch foundation (stichting) and two US Rabbi Trusts. The shares held by the Dutch foundation are voted by its Board and the shares in the US Rabbi Trusts are voted by the Voting Trustee, Newport Trust Company. Both the Board of the Dutch foundation and the Voting Trustee are independent of Shell.
The UK Shell All Employee Share Ownership Plan has a separate related share ownership trust. Shares held by the trust are voted by its trustee, Computershare Trustees Limited, as directed by the participants.
A resolution relating to the appointment of Ernst & Young LLP as auditor for the financial year 2023 will be proposed at the 2023 AGM.
Annual General Meeting
The AGM will be held on May 23, 2023, at ExCel London, 1 Western Gateway, London E16 1XL, United Kingdom. The Notice of Annual General Meeting will include details of the business to be put to shareholders at the AGM.
Conflicts of Interest
In accordance with the Act and the Company’s Articles, the Board may authorise any matter that otherwise may involve any Directors breaching their duty to avoid conflicts of interest. The Board has adopted a procedure to address these requirements. Detailed conflict of interest questionnaires are reviewed by the Board and, if considered appropriate, authorised. Conflicts of interest as well as any gifts and hospitality received by and provided by Directors are kept under review by the Board. Further information relating to conflicts of interest can be found in the Articles, available on the Shell website.
Significant commitments of the Chair
The Chair’s other significant commitments are given in his biography.
Shell General Business Principles
The Shell General Business Principles define how Shell subsidiaries are expected to conduct their affairs and are underpinned by the Shell core values of honesty, integrity and respect for people. These principles include, among other things, Shell’s commitment to support fundamental human rights in line with the legitimate role of business and to contribute to sustainable development. They are designed to mitigate the risk of damage to our business reputation and to prevent violations of local and international legislation. They can be found at www.shell.com/sgbp.
See “Risk factors”.
Shell Code of Conduct
Directors, officers, employees and contract staff are required to comply with the Shell Code of Conduct, which instructs them on how to behave in line with the Shell General Business Principles. This Code clarifies the basic rules and standards they are expected to follow and the behaviour expected of them. These individuals must also complete mandatory Code of Conduct training.
Designated individuals are required to complete additional mandatory training on antitrust and competition laws, anti-bribery, anti-corruption and anti-money laundering laws, financial crime, data protection laws and trade compliance requirements.
See “Risk factors”.
The Shell Code of Conduct can be found at www.shell.com/codeofconduct.
Code of Ethics
Executive Directors and Senior Financial Officers of Shell must also comply with the Code of Ethics. This Code is specifically intended to meet the requirements of Section 406 of the Sarbanes-Oxley Act. It can be found at www.shell.com/codeofethics.
Independent professional advice
All Directors may seek independent professional advice in connection with their role as a Director. All Directors have access to the advice and services of the Company Secretary. The Company has provided both indemnities and Directors’ and officers’ insurance to the Directors in connection with the performance of their responsibilities. Copies of these indemnities and the Directors’ and officers’ insurance policies are open to inspection. A copy of the form of these indemnities has been previously filed with the US Securities and Exchange Commission.
Results presentations and analysts’ meetings
The planned dates of the quarterly, half-yearly and annual results presentations, as well as all major analysts’ meetings, are announced in advance on the Shell website and through a regulatory release.
Generally, presentations are broadcast live via webcast and teleconference. Other meetings with analysts or investors are not normally announced in advance, nor can they be followed remotely by webcast or any other means. Procedures are in place to ensure that discussions in such meetings are always limited to non-material information or information already in the public domain.
Results and meeting presentations can be found at www.shell.com/ investor. This is in line with the requirement to ensure that all shareholders and other parties in the financial market have equal and simultaneous access to information that may influence the price of the Company’s securities.
Risk Management and Controls
The Board is responsible for maintaining a sound system of risk management and internal control, and for regularly reviewing its effectiveness.
A single overall control framework exists for the Company and its subsidiaries. This is designed to manage rather than eliminate the risk of failure to achieve our business objectives. It provides reasonable, but not absolute assurance against material misstatement or loss.
The Control Framework (see diagram below) encompasses the key components – “foundation elements”, “management processes” and “structural” – that together establish the structure and context within which Shell companies operate. “Foundation elements” consist of the principles and rules that underpin and establish boundaries for Shell activities. “Management processes” define our critical processes. These include how strategy, planning and appraisal are used to improve performance and how risks are to be managed, such as through the application of effective controls and assurance. The “structural” component defines the organisational structures and key governance principles that are applied to facilitate the achievement of the Shell Group’s overall business objectives.
The “Statement on Risk Management” is a foundation element of the Shell Control Framework and a key enabler of many of its management processes.
We identify and define risks across the Shell Group from three distinct perspectives:
- Strategic risks: we consider current and future portfolio issues, examining parameters such as country concentration or exposure to higher-risk countries. We also consider long-range developments in order to test key assumptions or beliefs in relation to energy markets.
- Operational risks: we consider material operational exposures across Shell’s entire value chain which provide a more granular assessment of key risks facing the organisation.
- Conduct and culture risks: we consider how our policies and practices align with our purpose, core values and desired mindset and behaviours.
These perspectives help us to maintain a comprehensive view of the different types of risks we face and the different time horizons in which they may affect us.
To further understand the risks we face, we evaluate the impact and likelihood of each risk.
When assessing the potential impact of a risk, we consider the possible financial consequences. We also look at the impacts on our reputation, our ability to comply with external regulations and impacts on health, safety and the environment.
When assessing the likelihood of a risk occurring, we consider several factors, such as the level of risk exposure, our ability to prevent the risk happening and whether the risk has materialised in the past.
To support risk assessments, we also seek to establish and articulate our risk appetite, which is the level of risk that we are willing to accept in pursuit of Shell’s strategy and objectives. There are risks that Shell accepts, or does not seek to fully mitigate. The financial framework sets an overarching boundary condition for risk appetite. This is because Shell’s financial resilience informs the aggregate level of risk appetite that could be sustained.
The impact and likelihood assessment, combined with risk appetite, determine the type of risk responses, such as controls and assurance activities, that may be required to manage each risk. The impact and likelihood assessments also help us to prioritise risks.
Two key foundations of the Shell Control Framework are Shell’s standards and manuals, and the Code of Conduct. These establish requirements and guidance that help management design and develop processes, systems and controls to manage risks consistently across the Group.
Shell’s principal risks and the broad array of measures used to manage each risk are described in “Risk factors”.
During the year, management, the Board and Committees on behalf of the Board review the principal risks and associated risk responses, and implement further remedial actions as appropriate. They frame them in terms of strategic, operational or conduct and culture risks, and assess them alongside the relevant control mechanisms and risk responses. These reviews are supplemented by dedicated reviews of specific risks, as needed.
Throughout 2022, the Russian invasion of Ukraine, and its varied impact on our people and our business operations, including sanctions and export controls, received notable attention from the Board, the Executive Committee and the Group Crisis Management Team.
See the risk factor “Russia’s invasion of Ukraine”.
Examples of how some principal risks are managed
We operate in more than 70 countries that have differing degrees of political, legal and economic stability. This exposes us to a wide range of political developments that could cause changes to contractual terms, laws and regulations. We and our joint arrangements and associates also face the risk of litigation and disputes worldwide (see “Risk Factors”). We continually monitor geopolitical developments and societal issues relevant to our interests.Our Legal and Tax functions are organised globally and support our business lines in seeking to ensure compliance with local laws and fiscal regulations. Our Corporate Relations department liaises with governments in countries where we operate to understand and engage on local policies and to advocate Shell’s position on topics relevant to our industry. We are prepared to exit a country if we believe we can no longer operate there in accordance with our standards and applicable law, and we have done so in the past.
Many of our major projects and operations are conducted in joint arrangements or with associates, which may reduce our level of control and ability to identify and manage risks (see “Risk Factors”). In each case, Shell appoints a representative to manage its interests. This representative seeks to ensure that the projects operate under standards that are equivalent to Shell’s for certain critical areas.
Climate change and risks resulting from greenhouse gas emissions are significant risk factors for Shell. Shell has a climate change risk management approach which is supported by standards, policies and controls (see “Risk factors” and “Our journey to net zero”).
The system of risk management and internal control over financial reporting is an integral part of the Shell Control Framework. Regular reviews are performed to identify the significant risks to financial reporting and the key controls designed to address them. These controls are documented, responsibility is assigned, and they are monitored for design and operating effectiveness. Controls found to be ineffective are remediated.
Management and the Board also consider emerging risks, defined as risks where the scope, impact and likelihood are still uncertain, but which could have a significant effect on achieving Shell’s strategy and objectives in the future. These risks are identified through the monitoring of external developments, the status of risk indicators, learnings from incidents and assurance findings, and the appraisal of Shell’s forward-looking plans. Once identified, we undertake activities to monitor, prepare for and reduce the future impact, where possible, should such emerging risks materialise.
Board review of principal and emerging risks
The Board confirms it has carried out a robust assessment of Shell’s principal risks, including a robust process for identifying, evaluating and managing Shell’s principal risks. The Board also confirms it has carried out a robust assessment of Shell’s emerging risks. These assessments have been in place throughout 2022 and up to the date of this Report, are reviewed by the Board and accords with the Financial Reporting Council guidance on risk management, internal control and related financial and business reporting.
Review of the effectiveness of the system of risk management and internal control
The Board has delegated authority to the Audit Committee to assist it in fulfilling its responsibilities in relation to the effectiveness of the risk management and internal control system, the integrity of financial reporting, and consideration of compliance matters.
See “Audit Committee Report”.
The Audit Committee receives regular reports from the Chief Internal Auditor on notable internal audits and those with a significant impact on the effectiveness of controls. The Committee reviews significant incidents involving financial, business and compliance controls and receives regular reports on business integrity issues. The Audit Committee also requests updates on specific financial, operational and compliance control issues throughout the year. The Audit Committee Chair provides an update to the Board after every Audit Committee meeting.
The Chair of the Safety, Environment and Sustainability Committee (SESCo) provides regular updates to the Board after each of its meetings. These updates cover, among other matters, the respective aspects of controls that it monitors in accordance with its Terms of Reference. The Board receives the approved minutes of the Audit Committee and SESCo minutes. During and after such sessions, the Board has the opportunity to request further information and ask clarifying questions. They are incorporated into the Board minutes so all Directors can read and review them. This helps the Board with its ongoing monitoring and annual review of material controls. The Board is also helped with its monitoring and review responsibilities by the reports of:
- the Executive Vice President Controller [A];
- the Chief Internal Auditor;
- the External Auditors;
- the Chairs of the Disclosure Committee and the Financial Reporting Control Committee; and
- the Chief Ethics & Compliance Officer;
- as well as summaries of the Annual Proved Reserves Disclosure.
[A] As of October 1, 2023, the role of the Executive Vice President (EVP) Taxation and Controller was divided into two roles: EVP Taxation and EVP Controller.
The Executive Committee and the Audit Committee conduct an annual review of the effectiveness of the system of risk management and internal control. This is based on their own insights and experience during the year and the outcomes of the Group-level risk reviews and the Group Assurance Letter process. In the Group Assurance Letter process, each Executive Director conducts a structured internal assessment of compliance with legal and ethical requirements and the Shell Control Framework.
As part of their annual review, the Executive Committee and Audit Committee also consider input from the Chief Internal Auditor, Chief Ethics and Compliance Officer and the External Auditor. The Board reviews and discusses the insights and conclusions from this annual assessment.
The Board confirms that it has conducted its annual review of the effectiveness of Shell’s system of risk management and internal control in respect of 2022, and that this review covered all material controls, including financial, operational and compliance controls.
The Shell Performance Framework
Following the launch of the Powering Progress strategy and subsequent organisational changes, management propose to enhance the control framework in which Shell operates. Work has therefore been ongoing throughout 2022 to develop an updated model, called the Shell Performance Framework, considering industry and other external best practices, where appropriate. The intention is to retain the core strengths of the Shell Control Framework, including the Shell General Business Principles, Code of Conduct and risk management focus. The updated model will emphasise the value of using a holistic or ‘whole systems’ approach to business activities, including our mindset and behaviours, as well as focus on the concept of the ‘Improvement Cycle’ to ensure appropriate integration of activities such as performance management, risk management, controls and assurance, learning and continuous improvement.
Progress on developing the updated framework is being regularly reviewed by Executive Committee members. The Audit Committee has also been briefed on the Shell Performance Framework and will be asked to support its introduction prior to seeking final approval from the Board. Subject to this Board approval, the Shell Performance Framework is anticipated to be effective later in 2023.
Management’s evaluation of disclosure controls and procedures of Shell
Shell’s CEO and CFO have evaluated the effectiveness of Shell’s disclosure controls and procedures at December 31, 2022. Based on that evaluation, they concluded that Shell’s disclosure controls and procedures are effective.
Management’s report on internal control over financial reporting of Shell
Management, including the CEO and CFO, is responsible for establishing and maintaining adequate internal control over Shell’s financial reporting and the preparation of the “Consolidated Financial Statements”. It conducted an evaluation of the effectiveness of Shell’s internal control over financial reporting and the preparation of the “Consolidated Financial Statements” based on the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). On the basis of this evaluation, management concluded that, at December 31, 2022, the Company’s internal control over financial reporting and the preparation of the “Consolidated Financial Statements” was effective.
The Trustee’s and management’s evaluation of disclosure controls and procedures for the Royal Dutch Shell Dividend Access Trust
The Trustee of the Royal Dutch Shell Dividend Access Trust (the Trustee) and Shell’s CEO and CFO have evaluated the effectiveness of the disclosure controls and procedures in respect of the Dividend Access Trust (the Trust) at December 31, 2022. On the basis of this evaluation, these officers have concluded that the disclosure controls and procedures of the Trust are effective.
The Trustee’s and management’s report on internal control over financial reporting of the Royal Dutch Shell Dividend Access Trust
The Trustee and the Company’s management are responsible for establishing and maintaining adequate internal control over the Trust’s financial reporting. The Trustee and Shell’s management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control – Integrated Framework (2013) issued by COSO. On the basis of this evaluation, the Trustee and Shell’s management concluded that, at December 31, 2022, the Trust’s internal control over financial reporting was effective.
Changes in internal control over financial reporting
There has not been any change in the internal control over financial reporting of Shell or the Trust that occurred during the period covered by this Report that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of Shell or the Trust. Material financial information of the Trust is included in the “Consolidated Financial Statements” and is therefore subject to the same disclosure controls and procedures as Shell.
See the “Royal Dutch Shell Dividend Access Trust Financial Statements”. for additional information.
Articles of Association
The Company’s Articles were adopted on December 20, 2021. The Articles may only be amended by a special resolution of the shareholders in a general meeting. A full version of the Company’s Articles can be found at www.shell.com/investors. At the Company’s 2023 AGM, shareholders will be asked to consider and, if in agreement, approve new Articles. An overview of the proposed changes will be published in the 2023 Notice of AGM. A comparison document highlighting all proposed modifications to the Articles will be made available at www.shell.com/investor and within the Annual General Meeting area.
Management and Directors
The Company has a single-tier Board of Directors headed by a Chair, with management led by a CEO. See “The Board of Shell plc” and Senior Management.
Directors’ shareholding qualification
While the Articles do not require Directors to hold shares in the Company, the Remuneration Committee believes that Executive Directors should align their interests with those of shareholders by holding shares in the Company. The CEO is expected to build up a shareholding of seven times base salary over five years from appointment and the CFO is expected to build up a shareholding of five times base salary over the same period. In the event that another Executive Director joins the Board, the Remuneration Committee will determine their shareholding requirement, which will not be less than 200% of their base salary.
Executive Directors will be required to maintain their requirement (or existing shareholding if less than the guideline) for a period of two years post employment. Non-executive Directors are encouraged to hold shares with a value equivalent to 100% of their fixed annual fee and to maintain that holding during their tenure.
Information on the Directors with shares in the Company can be found in the “Directors’ Remuneration Report”.
Appointment and retirement of Directors
The Company’s Articles, the Corporate Governance Code and the Companies Act 2006 govern the appointment and retirement of Directors. Board membership and biographical details of the Directors are provided on pages XX to XX. However, Directors follow the direction laid out in the Code and stand for re-election annually.
On March 31, 2022, Jessica Uhl stepped down from the Board after 5 years’ service as CFO and 17 years with Shell. Sinead Gorman was appointed and succeeded her as CFO on April 1, 2022.
On May 24, 2022, Gerrit Zalm stepped down from the Board after more than 9 years’ service as a Non-executive Director.
On December 31, 2022, Ben van Beurden stepped down from the Board after nine years as CEO and 39 years with Shell. Wael Sawan joined the Board as CEO on January 1, 2023
On March 2, 2023, Cyrus Taraporevala joined the Board as a Non-executive Director.
On March 13, 2023, Sir Charles Roxburgh and Leena Srivastava will join the Board as Non-executive Directors.
At the conclusion of the 2023 AGM both Euleen Goh and Martina Hund-Mejean will stand down from the Board.
Rights attaching to shares
The full rights attaching to shares are set out in the Company’s Articles. The Company can issue shares with any rights or restrictions attached to them as long as this is not restricted by any rights attached to existing shares. These rights or restrictions can be decided either by an ordinary resolution passed by the shareholders or by the Board as long as there is no conflict with any resolution passed by the shareholders.
Currently, the voting rights of each ordinary share carry one vote at a general meeting of the Company.
The non-voting sterling deferred shares are not ordinary shares and therefore have different rights and restrictions attached to them. See Note 9 to the “Parent Company Financial Statements”.
Change of control
There are no provisions in the Articles that would delay, defer or prevent a change of control.
Directors’ responsibilities in respect of the preparation of the Annual Report and Accounts
The Directors are responsible for preparing the Annual Report, including the financial statements, in accordance with applicable laws and regulations. These require the Directors to prepare financial statements for each financial year. As such, the Directors have prepared the (i) Consolidated Financial Statements in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006, and therefore in accordance with UK-adopted international accounting standards; and (ii) Parent Company Financial Statements in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006. In preparing these financial statements, the Directors have also elected to comply with IFRS as issued by the International Accounting Standards Board (IASB). The Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of Shell and the Company and of the profit or loss of Shell and the Company for that period. In preparing these financial statements, the Directors are required to:
- adopt the going concern basis unless it is inappropriate to do so;
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent; and
- state whether international accounting standards in conformity with the requirements of the UK Companies Act 2006, UK-adopted international accounting standards and International Financial Reporting Standards as issued by the IASB have been followed.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the transactions of Shell and the Parent Company and disclose with reasonable accuracy, at any time, the financial position of Shell and the Parent Company and to enable them to ensure that the financial statements comply with the Companies Act 2006 (the Act) and, as regards the Consolidated Financial Statements, with Article 4 of the IAS Regulation and therefore are in accordance with UK-adopted international accounting standards. The Directors are also responsible for safeguarding the assets of Shell and the Parent Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Each of the Directors, whose names and functions can be found in section “The Board”, confirms that, to the best of their knowledge:
- the financial statements, which have been prepared in accordance with international accounting standards in conformity with the requirements of the UK Companies Act 2006, and therefore in accordance with UK-adopted international accounting standards and International Financial Reporting Standards as issued by the IASB, give a true and fair view of the assets, liabilities, financial position and profit of Shell and the Company; and
- the Management Report includes a fair review of the development and performance of the business and the position of Shell, together with a description of the principal risks and uncertainties that it faces.
Furthermore, so far as each of the Directors is aware, there is no relevant audit information of which the auditors are unaware, and each of the Directors has taken all the steps that ought to have been taken in order to become aware of any relevant audit information and to establish that the auditors are aware of that information.
The Directors consider that the Annual Report, including the financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess Shell’s position and performance, business model and strategy.
The Directors consider it appropriate to continue to adopt the going concern basis of accounting in preparing the financial statements.
The Directors are responsible for the maintenance and integrity of the Shell website (www.shell.com). Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Signed on behalf of the Board
/s/ Caroline J.M. Omloo
Caroline J.M. Omloo
March 8, 2023