Remuneration Committee

REMCO membership and attendance for 2023

Neil Carson OBE

Chair

100% attendance

4 out of 4 possible meetings attended

Member since: June 1, 2019

Dick Boer

Committee member

100% attendance

2 out of 2 possible meetings attended

Member since: May 23, 2023

Jane Holl Lute

Committee member

100% attendance

2 out of 2 possible meetings attended

Member since: May 23, 2023

Bram Schot

Committee member

75% attendance

3 out of 4 possible meetings attended

Member since: May 24, 2022

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

REMCO member	Member since	Meetings attended	% of meetings attended
Neil Carson (Chair)	June 1, 2019	4/4	100%
Dick Boer	May 23, 2023	2/2	100%
Euleen Goh [A]	May 20, 2020	2/2	100%
Jane Holl Lute	May 23, 2023	2/2	100%
Catherine Hughes [B]	July 26, 2017	2/2	100%
Bram Schot [C]	May 24, 2022	3/4	75%
[A] Euleen Goh stepped down from the REMCO and from the Board with effect from May 23, 2023. [B] Catherine Hughes stepped down from the REMCO with effect from May 23, 2023. [C] Bram Schot was unable to attend the December 2023 meeting due to another scheduled business commitment.

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. 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 (last reviewed in July 2023), and are available on shell.com.

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 four times in 2023 and its activities included:

• determining vesting of the 2020 LTIP award for Senior Management;
• determining 2023 target bonus opportunities and 2023 LTIP awards for Senior Management;
• setting 2023 annual bonus and LTIP performance measures and targets;
• approving the 2022 Directors' Remuneration Report, including the 2023 Remuneration Policy;
• reviewing its approach to considering fatalities to support consistent and fair judgment of safety performance over time;
• reviewing 2024 bonus and LTIP performance measures and targets;
• engaging with major shareholders and proxy bodies on remuneration matters;
• formalising the Executive Director and Executive Committee malus and clawback policy in compliance with new US SEC rules;
• setting exit and appointment remuneration in relation to changes in the Executive Committee; and
• monitoring external developments and assessing the impact on remuneration decisions.

The REMCO did not seek advice in 2023 from external remuneration advisers. The REMCO reviewed market benchmarking data and analysis prepared by Shell's internal HR function on market developments in executive pay.