Non-executive Directors
Non-executive Directors’ Remuneration Policy table
- Fee structure
- Approach to setting fees
- Other remuneration
Fee structure
Non-executive Directors (NEDs) receive a fixed annual fee for their Directorship. The Chair receives a Chair of the Board fee, and other NEDs receive a base fee for membership of the Board.
Additional annual fees are payable to any NED (other than the Chair of the Board) who serves as Senior Independent Director, a Board Committee Chair, or a Board Committee member. Any individual receives either a Chair or member fee in respect of each Committee they sit on. The Chair of a Committee does not receive both fees.
NEDs receive an additional fee for any Board meeting involving intercontinental travel, with the exception of one meeting a year held in a location other than London.
Approach to setting fees
The Chair of the Board fee is determined by the REMCO. The Board determines the fees payable to NEDs. The maximum aggregate annual fees will be within the limit specified by the Articles of Association and in accordance with the NEDs’ responsibilities and time commitments.
The Board reviews NED fees periodically to ensure that they are appropriate in the context of fee levels at other major listed companies.
Other remuneration
Business expenses incurred in respect of the performance of their duties as a NED will be paid or reimbursed by Shell. Such expenses could include transport between home and office, and occasional business-required partner travel. NEDs may receive a token of recognition on retirement from the Board. The maximum value for this is £300. The REMCO has the discretion to offer other benefits as appropriate to the circumstances. Where business expenses or benefits create a personal tax liability to the NED, Shell may cover the associated tax.
The Chair and other NEDs are not eligible to receive awards under any incentive or performance-based remuneration plans, and personal loans or guarantees are not granted to them.
NEDs do not accrue any retirement benefits as a result of their Non-executive Directorships with Shell.
NEDs are encouraged to hold Shell shares with a value equivalent to 100% of their annual base fee and maintain that holding during their tenure.
Non-executive Directors’ letters of appointment
NEDs, including the Chair of the Board, have letters of appointment. NEDs’ letters of appointment are available for inspection at the AGM or on request. The table below shows the appointment and expiry dates for the NEDs' appointments:
Non-executive Director |
Effective date of appointment |
|---|---|
Sir Andrew Mackenzie |
October 1, 2020 |
Dick Boer |
May 20, 2020 |
Neil Carson |
May 21, 2019 |
Ann Godbehere |
May 23, 2018 |
Euleen Goh |
September 1, 2014 |
Jane Holl Lute |
May 19, 2021 |
Catherine J. Hughes |
June 1, 2017 |
Martina Hund-Mejean |
May 20, 2020 |
Bram Schot |
October 1, 2020 |
Cyrus Taraporevala |
March 2, 2023 |
For further details on appointment and re-appointment of NEDs, see the “Governance Framework” and “Other regulatory and statutory information”.
Non-executive Director recruitment
The remuneration package for new NEDs is determined within the confines of the Policy table for NED fees, and subject to the Articles of Association. NEDs are not offered variable remuneration or retention awards.
When determining the benefits for a new Chair of the Board, the individual circumstances of the future Chair will be taken into account.
Non-executive Director termination of office
No payments for loss of office will be made to NEDs.
