Board activities
Board activities
The Board works to a yearly meeting plan with corresponding agendas and reading materials, provided digitally in advance of meetings, to support the Board in its oversight of the Group's operations and management. Standing agenda items include reports from the CEO, the CFO and the Chair of each Board committee. Other updates throughout the year come from various businesses and key functions, including Investor Relations; Health and Safety, Security and Environment; Information Technology; Human Resources; and Legal, as well as the Company Secretary. The Board also considers and approves the quarterly, half-year and full-year financial results, shareholder distributions and the associated announcements, and, at most meetings, considers investment, divestment and/or financing proposals. It also conducts post-investment reviews and performance tracking, as and when required. Additionally, the Board reviews the Group's annual operating plan, including activities undertaken designed to meet the Group's carbon reduction targets. To enable purposeful debates and focus on particular aspects of agenda topics, including the impact on key stakeholders, Directors have an opportunity to specify information they require to be provided in advance of Board meetings.
During the year, where possible, certain Non-executive Directors conduct site visits. The visits are designed to provide them with a deeper insight into certain business operations.
More detail on these can be found in the table below.
Some of the activities and areas of Board focus over the year are summarised in the table below. The information below is not exhaustive. Information on other topics discussed by the Board and details of the resulting decisions are covered elsewhere, primarily in the Section 172 statement provided earlier in this report. In some cases, a brief outline has been provided below, and page references are provided for additional and more comprehensive information.
Board Strategy Days
The Board held its Strategy Days during June 2023. These were held in person in Canada over three days. The programme for the event aimed at having engaging and interactive sessions with both internal and external stakeholders. These included employees, customers, suppliers, regional country chairs and other key stakeholders.
The event focused on Shell's energy transition strategy in Canada. The Board and EC members conducted a deep dive on the strategic elements that would inform Shell's Energy Transition Strategy 2024 (ETS24). Around this theme, the event provided for the following key discussion and engagement opportunities:
- An in-depth discussion on strategy and business implementation, with an emphasis on the growth potential and dilemmas of Shell's businesses in Canada;
- Engagements with experts shaping the energy and climate policy in Canada;
- Discussions of the opportunities and challenges inherent in ETS24;
- Discussions on Canada's perspective on the energy transition and its geopolitical context, including engagement with Shell leaders from across the country;
- A review of growing our sustainable future safely and competitively where presenters included a cross section of business and site staff;
- A site visit to LNG Canada (under construction on the west coast of Canada), which included engagements with the leaders of the Haisla Nation in their community of Kitimat and Mayor Phil Germuth of Kitimat;
- Engagements with a cross section of Shell's workforce in Canada who work across a range of key businesses and functions;
- Discussions with key customers and stakeholders in the region; and
- Discussion of core elements of the Powering Progress strategy.
- Topic
- Discussion/activity/updates included
- Examples of outcome/progress
- Stakeholders considered
Topic
External business environment
Discussion/activity/updates included
- Received updates on and discussed regional geopolitical issues and market outlook.
Examples of outcome/progress
- Considered feedback from investor community on quarterly financial performance, including business segment results.
Stakeholders considered
A B C D E F GTopic
Strategy
Discussion/activity/updates included
- Reviewed and discussed progress of strategy including management recommendations.
- Reviewed and discussed the materials and proposed communication for Capital Markets Day 2023 (CMD23).
- Directors participated in Board Strategy Days.
- Reviewed and discussed the Group's Annual Operating Plan for 2023 (OP23).
Examples of outcome/progress
- Alignment on outcomes from Board Strategy Days.
- Received an overview of the business, divestments, projected investments and opportunities.
- Received an assessment on how OP23 credibly meets all CMD23 targets.
Stakeholders considered
a b c d e f gTopic
Climate
Discussion/activity/updates included
- Reviewed the Group's Powering Progress strategy and targets for achieving net-zero emissions by 2050.
- Considered key parameters in delivering carbon reduction targets.
Examples of outcome/progress
- Discussed and engaged with various stakeholders on the development of ETS24 and approved for ETS24 to be presented to shareholders for an advisory vote at the 2024 AGM.
- Recommendation to shareholders to approve the Board appointment of Leena Srivastava, who has a strong background in sustainability.
- Received the carbon briefing ahead of the deeper conversation on the topic at the Strategy Days in June 2023.
- Reviewed the strategy to deliver more and cleaner energy solutions, and continued implementation of the strategy, across Shell's businesses.
- Considered how divestment and potential investment opportunities contributed to meeting Shell's carbon reduction targets.
- Considered the nature and extent of the broader climate change and energy transition risk across Board proposals and further considered the potential influence on the delivery of Shell's carbon reduction targets.
Stakeholders considered
a b c d e f gTopic
Country exits
Discussion/activity/updates included
- Considered exits from certain countries, based on an examination of proposals from management and businesses.
- Considered the continued impact of Shell's withdrawal from Russian activities.
Examples of outcome/progress
- Approved proposals, after a review of the following in each relevant country: business situation; legal risks; reputation and investor considerations; country, regional and geopolitical landscape; and security situation.
- Received updates on the divestments in Russia, alongside the impact for Shell staff in the region.
Stakeholders considered
a b c d e f gTopic
Shell People Survey (2023 results)
Discussion/activity/updates included
- In December 2023, the Board reviewed the results of the 2023 Shell People Survey.
Examples of outcome/progress
- Having recognised that the 2023 Shell People Survey results were an indicator of the organisation's health, in its January 2024 meeting, the Board reflected further on the pace at which Shell's strong organisational culture could evolve to increase accountability for delivery of business outcomes, supported by the Shell Performance Framework.
Stakeholders considered
bTopic
Staff updates
Discussion/activity/updates included
- Received updates from management and Board Committees on senior executive staff movements.
- Engagement through various sources such as Shell People Survey results, talent information, conduct and culture risk dashboard, Chief Ethics and Compliance Officer Report, cultural information embedded in investment proposals.
Examples of outcome/progress
- The Board was provided with regular updates on topics such as health, safety and the environment.
- The Board received updates on the Senior Management changes during the year.
Stakeholders considered
bTopic
Board staff engagements
Discussion/activity/updates included
- Directors participated in in-person staff engagements on site visits.
- Received updates from management on staff achievements and outstanding contributions made by our people supporting communities, promoting social justice or intervening in challenging circumstances to uphold ethics and compliance standards.
Examples of outcome/progress
- Gained first-hand insight into the development and culture of operations and maintenance teams, as well as staff perspectives on other matters of interest to our people.
- Received practical examples of ways in which staff members were exhibiting Shell's core values and contributing to society.
- Some Board members visited Shell's businesses in Qatar and Oman at the beginning of 2024. They engaged with members of staff and got to observe the Powering Progress strategy in action.
- Members of the ARC visited a number of operations in the USA (more information provided in the Audit and Risk Committee Report).
Stakeholders considered
bTopic
Safety and Environment
Discussion/activity/updates included
- Received regular updates from management on safety and environment performance.
- Throughout the year, Directors shared reflections and insights on topics related to core values and safety.
- Received regular updates from the SUSCO, including site visit reports and engagement with stakeholders.
Examples of outcome/progress
- Provided with commentary and examples of how safety continues to be upheld as important by staff.
- Gained perspective and brought diversity of thought to Board discussions by using learnings and insight gained outside Shell.
- Provided with insights into the views and priorities of NGOs, communities and other stakeholders.
- Two members of the SUSCO visited the Olympus offshore platform in the Gulf of Mexico in April 2023. The visit included a review of safety performance, production operations, the offshore business, and Shell's approach to sustainability.
Stakeholders considered
B D E F GTopic
Risk management and internal control
Discussion/activity/updates included
- Reviewed reports on Shell's top risks, external and internal trends and emerging risks.
- Received update from the ARC relating to site visits.
- Received the proposal to adopt the Shell Performance Framework.
- Received recommendation on reappointment of external auditors.
Examples of outcome/progress
- Considered the effectiveness of the risk management and internal control system.
- Received a deep dive on Shell's top risks and continued discussions on the risk appetite for these risks.
- Provided input into the formalisation of emerging risks around artificial intelligence and discussed the increasing geopolitical risks in the Middle East.
- Received reports on the performance and benchmarking of the Group's cyber defences.
- Approved the adoption of the Shell Performance Framework and retired the Shell Control Framework.
- Reflected on progress regarding risk management and controls, pace and inherent risks to the digital transformation strategy, and enhancements to management of climate risk and disclosures.
- Reappointment of external auditors submitted to shareholders for approval.
Stakeholders considered
a e fTopic
Succession planning
Discussion/activity/updates included
- Received recommendations from the NOMCO regarding succession plans and Board and committee composition.
Examples of outcome/progress
- Kept regularly informed about succession planning arrangements.
- Received a recommendation from NOMCO that each Non-executive Director continues to be considered independent.
- Please see the "Nomination and Succession Committee" section for further details.
Stakeholders considered
a b d eTopic
Board and committee effectiveness reviews
Discussion/activity/updates included
- In January 2024, examined the Evaluation Report following a survey based on the requirements of the UK Corporate Governance Code facilitated digitally by the Company Secretary, on the effectiveness and performance of the Board, its Committees and the Chair.
Examples of outcome/progress
- Concluded that throughout the year, the Board, its committees and the Chair continued to operate effectively.
- In December 2023, conducted the annual Board effectiveness review.
- Please refer to "Board evaluation" section for further details.
Stakeholders considered
a b d e f gTopic
Board membership, other appointments
Discussion/activity/updates included
- Reviewed Directors' tenure, external commitments, conflicts of interests, composition/membership of Board committees and appointments.
Examples of outcome/progress
- Approved committee membership changes, approach to conflicts of interest and appointments to the Board, following recommendations made by the NOMCO.
- Approved a renewal of the Directors' terms and tenure, where relevant.
- Please see "Nomination and Succession Committee" section for further details.
Stakeholders considered
a b d eTopic
Talent overview and senior succession review
Discussion/activity/updates included
- Received updates on senior succession strategy.
Examples of outcome/progress
- Enhanced insight into Shell talent and future leaders, assurance of robust succession and contingency plans.
Stakeholders considered
bTopic
Remuneration and reward matters
Discussion/activity/updates included
- Oversight of matters reviewed and considered by the REMCO.
Examples of outcome/progress
- Received regulatory, political and investor insights and updates relating to reward matters.
Stakeholders considered
a b cTopic
Governance
Discussion/activity/updates included
- Provided with emerging corporate governance developments and updates relating to ethics and compliance matters.
- Reviewed the Modern Slavery Act Statement and assurance, and considered other regulatory and legislative requirements.
- Reviewed Matters Reserved for the Board, Board Committee Terms of Reference and the renaming of the Safety, Environment and Sustainability Committee.
Examples of outcome/progress
- Provided with insight on Shell's participation in the consultation on the UK Corporate Governance Code, as well as the outcome of the consultation.
- The Board was informed on projects relating to Shell's legislative requirements.
- Approved a single Group Modern Slavery Act Statement for the Group.
- Approved the reallocation of duties outlined within certain Committee Terms of Reference and agreed the renaming of what is now known as the Audit and Risk Committee and the Sustainability Committee.
Stakeholders considered
a b c d e fTopic
Ethics & Compliance
Discussion/activity/updates included
- Reviewed the Chief Ethics and Compliance Officer's annual report.
Examples of outcome/progress
- Reviewed the Chief Ethics and Compliance Officer's annual report.
Stakeholders considered
A B C D E FDirector induction and training
After being appointed to the Board, Directors receive a comprehensive induction tailored to their individual needs. This normally includes site visits and meetings with Senior Management to enable them to build up a detailed understanding of Shell's business and strategy, and the key risks and issues that Shell faces. Existing Directors are also able to join these visits to keep abreast of business developments and progress. In 2023, we continued with a hybrid format, making the best use of the Directors' time through digital and physical engagements. Onboarding will continue to be phased and prioritised based on forthcoming Board agenda items to ensure new Non-executive Directors hit the ground running.
A digital onboarding book is provided to each new Non-executive Director. These onboarding books complement the existing digital Directors' Handbook and feature:
- Overviews of scheduled briefing meetings customised to the Non-executive Directors' needs and linked to upcoming Board agenda items;
- Hyperlinks to key Shell publications (external and internal);
- Lists of common Shell acronyms;
- Key current materials on:
- Shell's safety and core values;
- Board governance;
- Group strategy and portfolio;
- Key businesses and functions; and
- Climate change and energy transition.
- Biographies of key executives;
- Other elements of the onboarding programme for Non-executive Directors include:
- Briefing meetings with key executives (both business and functional) customised to Non-executive Directors' needs and phased based on forthcoming Board agenda items;
- Pairing up new Non-executive Directors in onboarding briefings to optimise learning while also providing opportunities for collegial relationship-building and increasing efficiencies for the executives; and
- Virtual and physical site visits (either specifically for onboarding or by inviting the new Directors to committees' site visits).