The B Team Responsible Tax Principles were developed by companies, including Shell, civil society, investors and representatives from international institutions. We adopted the B Team Responsible Tax Principles as our own. The Shell Responsible Tax Principles guide our decisions on tax matters:
Shell Responsible Tax Principles
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Principle 1: Accountability and governance
Tax is a core part of corporate responsibility and governance and is overseen by the board of directors (the Board).
We have a tax strategy and set of principles approved by the Board
The Board is accountable for the tax strategy and responsibility for tax risk management is clearly delegated to key individuals and overseen by an established board sub-committee (e.g. Audit and Risk)
We put mechanisms in place to ensure awareness of and adherence to our tax strategy and principles and provide opportunities for employees to confidentially raise any issues of concern
We have clear procedures in relation to tax risk management and carry out risk assessments before entering into any tax planning on significant transactions
We report at least annually to the Board (or delegated sub-committee) on tax risks and adherence to the tax strategy
Our tax strategy and principles apply to all our local tax practices in all jurisdictions, and wherever possible to all subsidiaries and entities
We employ appropriately qualified and trained tax professionals with the right levels of expertise and understanding
Principle 2: Compliance
We are committed to complying with the tax legislation of the countries in which we operate and pay the right amount of tax at the right time in the countries where we create value.
We prepare and file all tax returns required, providing complete, accurate and timely disclosures to all relevant revenue authorities
Our tax planning is based on reasonable interpretations of applicable law and is aligned with the substance of the economic and commercial activity of our business
We will not undertake transactions whose sole purpose is to create a tax benefit which is in excess of a reasonable interpretation of relevant tax rules (legislation, regulation or treaties)
We aim for certainty on tax positions but where tax law is unclear or subject to interpretation we evaluate whether our position would more likely than not, be upheld and, where appropriate seek external opinion
We use the arm’s length principle, pricing in line with best practice guidelines issued by the OECD, and apply this consistently across our businesses (contingent on local laws)
Principle 3: Business structure
We will only use business structures that are driven by commercial considerations, are aligned with business activity and which have genuine substance. We do not seek abusive tax results.
The Group is transparent about the entities that it owns around the world and about who owns them
We do not use so-called tax havens in order to avoid taxes on activities which take place elsewhere. Entities which are based in low or zero tax rate jurisdictions exist for substantive and commercial reasons
We pay tax on profits according to where value is created within the normal course of commercial activity. We do not use artificially fragmented structures or contracts to avoid establishing a taxable presence in jurisdictions where we do business
Our tax principles extend to our relationships with employees, customers and contractors. We will not engage in arrangements whose sole purpose is to create a tax benefit which is in excess of what is reasonably understood to be intended by relevant tax rules
Principle 4: Relationships with authorities
We seek, wherever possible, to develop cooperative relationships with tax authorities, based on mutual respect, transparency and trust.
We follow established procedures and channels for all dealings with tax authorities, government officials, ministers and other third parties, in a professional, courteous and timely manner
We are open and transparent with tax authorities, responding to relevant tax authority enquiries in a straightforward and timely manner (providing information held in other jurisdictions where relevant) to assist in the evaluation of tax liability
We endeavour to build relationships of cooperative compliance with tax authorities where both parties engage in a proactive and constructive dialogue to discuss tax planning strategy, risks and significant transactions
Where there are misunderstandings of fact or law, we will seek to work with tax authorities, where possible, to identify the issues and explore options to resolve any misunderstandings or disagreements
If we seek rulings from tax authorities to confirm an applicable tax treatment, we do so based on full disclosure of all the relevant facts and circumstances
We will seek to enter into an early dialogue with tax authorities, wherever possible, where there is significant uncertainty about how the tax rules apply to our business
We will not bribe or otherwise induce tax officials, government officials or ministers with the aim of obtaining more beneficial outcomes with respect to tax matters
Principle 5: Seeking & accepting tax incentives
Where we claim tax incentives offered by government authorities, we seek to ensure that they are transparent and consistent with statutory or regulatory frameworks.
Where we accept tax incentives offered by a government authority to support investment, employment and economic development, we will seek to implement these in the manner intended by the relevant statutory, regulatory or administrative framework
We will only use tax incentives where they are aligned with our business and operational objectives and where they require economic substance
Ideally, tax exemptions and reliefs should be specified by law and generally available to all market participants. Where there are exceptions, we will work with relevant authorities to encourage publication of those incentives and contracts
We will make data available for governments to assess the revenue and economic impacts of specific tax concessions where appropriate
Principle 6: Supporting effective tax systems
We engage constructively in national and international dialogue with governments, business groups and civil society to support the development of effective tax systems, legislation and administration.
We give constructive input to industry groups, governments and other external bodies (e.g. OECD and the EU) and engage with civil society on tax issues in order to contribute to the development of future tax legislation and practice
We support initiatives to help develop the capability of tax authorities and systems if requested
We promote responsible tax practices which are in line with The B Team Responsible Tax Principles through our involvement in industry associations and other governmental or external bodies and, where appropriate, through our relationships with suppliers, contractors and customers
Principle 7: Transparency
We provide regular information to our stakeholders, including investors, policy makers, employees, civil society and the general public, about our approach to tax and taxes paid.
A tax strategy or policy, including details of governance arrangements, our tax risk management strategy and our approach to dealing with tax authorities
A regular update on our progress and key issues related to our tax strategy and principles
An overview of our group structure and a list of all entities, with ownership information and a brief explanation of the type and geographic scope of activities
An explanation of why we have subsidiaries, branches and joint ventures operating in low-tax jurisdictions
Annual information that explains our overall effective tax rate and gives information on the taxes we pay at a country level, together with information on our economic activity
Information on financially-material tax incentives (e.g. tax holidays) where appropriate, including an outline of the incentive requirements and when it expires
An outline of the advocacy approach we take on tax issues, the channels through which we engage in regard to policy development and the overall purpose of our engagement
Compliance
We are committed to compliance. We seek to comply with the letter and the spirit of the tax laws wherever we have a taxable presence. We expect to pay tax on profits where the business activity took place. When available and appropriate, we use tax incentives and exemptions.
Our aim is to take sustainable tax positions in support of our business investments, many of which are of a long-term nature. We plan our tax activities efficiently within boundaries set by our principles and overall tax strategy, and balance this with the aim of preserving value for shareholders. We do not define an acceptable level of tax risk, but rather we aim for certainty on tax positions.
Where tax law is unclear or subject to interpretation, we evaluate whether our position is more likely than not to be upheld and, where appropriate, seek an external opinion. We also escalate these uncertain tax positions to the tax leadership team for their review and advice to the business.
We seek to resolve uncertainty in the interpretation of tax laws directly with tax authorities, including through advance tax agreements. We may also seek a co-operative compliance approach, which involves regularly and proactively engaging with tax authorities and providing them with real-time information before filing the tax return.
These arrangements offer an opportunity for early resolution, minimising the risk of future disputes. Where necessary, we will seek a clear resolution through the judicial system to test the legal principle of the tax law concerned.
Our tax and finance staff supported the filing of around 42,000 tax returns in 2021. We aim to adhere to international best practices and aim for accuracy and timeliness when we fulfil our tax filing obligations.
Our tax control framework, policies and guidelines set out the standards, controls, risk management and assurance that establish boundaries for our tax activities. Our tax control framework helps us to identify tax risks and sets out practical guidance for our staff, including the procedures for considering tax risks.
All ventures that we operate must conduct their activities in line with our business principles. The tax control framework is part of the Shell Control Framework, which applies to each Shell entity, including its employees and contract staff, and to Shell-operated ventures. We monitor the adequacy of our system of risk management and internal controls throughout the year. Our tax and data systems evolve continuously to deal with the growing demand for information from authorities.
We do not condone, encourage or support tax evasion. Compliance with all applicable laws and regulations of the countries in which we operate is embedded in the Shell General Business Principles and the Code of Conduct. Employees, contract staff and third parties with which Shell has a business relationship may raise ethical and compliance concerns, anonymously if preferred, through the Shell Global Helpline.
We regularly monitor relevant changes and developments in tax systems. We review our corporate and financing structures to confirm that our presence in all countries, including low-tax jurisdictions, is grounded in substantive and commercial reasons.
Shell may seek the support of an external adviser where specialist technical expertise is required that is not available within Shell or where additional resources are required.
Advance tax agreements
These are formal or informal rulings and clearances which tax authorities provide when there are complex transactions, unclear regulations or substantial values involved. These agreements reduce uncertainty and should always be in line with the letter and spirit of the law.
This can vary between countries but at its essence means that taxpayers and tax authorities have open and proactive discussions on matters that may impact a taxpayer’s tax return and seek to resolve any areas of interpretation.
Commercial reasons or commercial considerations refer to activities undertaken with a view to making a profit. An entity’s presence in a country should be the result of commercial activities and it should have the appropriate substance to perform those activities. The management and directorships of the operating company should be in the country of operation.
There is no common definition of a tax incentive. Shell defines tax incentives as fiscal measures designed by governments to stimulate investment and encourage growth, or a change of behaviour, by providing more favourable tax treatment to some activities or sectors. Incentives can include accelerated tax relief for capital expenditure on infrastructure, exemptions from certain taxes where government economic targets (for example employment targets) are met, or a favourable tax treatment of costs related to research and development activities for certain technologies.
The B Team is a not-for-profit initiative aimed at ensuring that business becomes a driving force for social, environmental and economic benefit. Shell is a founding member of The B Team Responsible Tax Working Group but is not a member of the overall B Team initiative. Through The B Team, Shell and other companies have been able to give a voice to the companies’ views in the debate on fair taxation. The B Team Responsible Tax Principles, which Shell has helped to develop, reflect the views of leading companies and civil-society organisations on a responsible approach to tax.
