TIDMSHELL
SHELL PLC
BOARD AND COMMITTEE CHANGES
February 1, 2023
DIRECTOR CHANGES
Shell plc (the "Company") announces the following Board and
Committee changes:
Euleen Goh, Deputy Chair and Senior Independent Director has
informed the Board that she does not wish to stand for re-election
as Director of the Company at the Annual General Meeting (AGM),
currently scheduled for May 23, 2023, having served as a Director
for nine years.
Dick Boer, a Non-executive Director, has been appointed Deputy
Chair and Senior Independent Director, and as a member of the
Remuneration Committee with effect from the conclusion of the 2023
AGM.
Catherine Hughes, a Non-executive Director, has been appointed
as a member of the Audit Committee with effect from the conclusion
of the 2023 AGM and will step down as a member of the Remuneration
Committee on the same date.
Jane Holl Lute, a Non-executive Director, has been appointed as
a member of the Remuneration Committee with effect from the
conclusion of the 2023 AGM.
Martina Hund-Mejean, a Non-Executive Director has decided not to
stand for re-election as Director of the Company at the 2023
AGM.
Mr. Boer, Ms. Hughes, and Ms. Holl Lute's appointments are
subject to their respective re-appointment by shareholders at the
2023 AGM.
NEW NON-EXECUTIVE DIRECTORS
Sir Charles Roxburgh has been appointed as a Non-Executive
Director of the Company, effective from March 13, 2023 and will
become a member of the Audit Committee as of the same date.
Leena Srivastava has been appointed as a Non-Executive Director
of the Company, effective March 13, 2023, and will become a member
of the Safety, Environment and Sustainability Committee as of the
same date.
Sir Andrew Mackenzie, Chair of Shell plc said: "I'd like to
thank Euleen for her nine years of distinguished service to Shell.
During that time she brought a unique perspective on finance and
management issues as Shell underwent significant change, not least
with the acquisition of BG Group PLC in 2016, on which she provided
expert counsel to the then CEO and Chairman. She has provided
invaluable advice to me as Chair and I wish her all the best for
her future endeavours.
"I'd also like to thank Martina for her contribution to Shell
since joining the Board in 2020. Her expertise in technology
leadership has been invaluable as Shell navigates its way through
the energy transition, and I've valued her sound advice on many
issues.
"I'm delighted to welcome Sir Charles and Leena to the Board.
Sir Charles brings a wealth of experience in economics, financial
management and government, and I know he will make a great
contribution to the Shell board.
"Leena is a leading global authority on climate science, based
in India -- an important market and operational centre for Shell.
Her decades of experience on energy, environment and climate change
policy, as well as her expertise in sustainable development, will
further strengthen Shell's energy transition efforts as we continue
to deliver the energy the world needs today, while working to
decarbonise our own activities and those of our customers."
Pursuant to Listing Rule 9.6.13 (1) there is no information to
disclose for Sir Charles. However, Ms Srivastava was previously a
Non-Executive Director of Shree Cement Limited until August 2019
and Bharti Infratel Limited until November 2020. There is no
information to disclose pursuant to Listing Rule 9.6.13 (2) to
Listing Rule 9.6.13 (6) inclusive for either Sir Charles or Ms.
Srivastava.
Following the conclusion of the 2023 AGM, the membership of each
of the Board Committees will be as follows:
Committee Membership
-------------------------- ------------------------------------
AUDIT COMMITTEE
Ann Godbehere (Chair)
Dick Boer
Catherine Hughes
Cyrus Taraporevala
Sir Charles Roxburgh
-------------------------- ------------------------------------
SAFETY, ENVIRONMENT AND Catherine Hughes (Chair)
SUSTAINABILITY COMMITTEE Neil Carson
Jane Holl Lute
Bram Schot
Leena Srivastava
-------------------------- ------------------------------------
NOMINATION AND SUCCESSION
COMMITTEE Sir Andrew Mackenzie (Chair)
Dick Boer
Ann Godbehere
-------------------------- ------------------------------------
REMUNERATION
COMMITTEE Neil Carson (Chair)
Bram Schot
Jane Holl Lute
Dick Boer
-------------------------- ------------------------------------
Anthony Clarke
Deputy Company Secretary
ENQUIRIES
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
Cautionary Note
The companies in which Shell plc directly and indirectly owns
investments are separate legal entities. In this disclosure
"Shell", "Shell Group" and "Group" are sometimes used for
convenience where references are made to Shell plc and its
subsidiaries in general. Likewise, the words "we", "us" and "our"
are also used to refer to Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no
useful purpose is served by identifying the particular entity or
entities. "Subsidiaries", "Shell subsidiaries" and "Shell
companies" as used in this disclosure refer to entities over which
Shell plc either directly or indirectly has control. Entities and
unincorporated arrangements over which Shell has joint control are
generally referred to as "joint ventures" and "joint operations",
respectively. "Joint ventures" and "joint operations" are
collectively referred to as "joint arrangements". Entities over
which Shell has significant influence but neither control nor joint
control are referred to as "associates". The term "Shell interest"
is used for convenience to indicate the direct and/or indirect
ownership interest held by Shell in an entity or unincorporated
joint arrangement, after exclusion of all third-party interest.
Forward-Looking Statements
This disclosure contains forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of Shell. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are statements of future
expectations that are based on management's current expectations
and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in
these statements. Forward-looking statements include, among other
things, statements concerning the potential exposure of Shell to
market risks and statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions. These
forward-looking statements are identified by their use of terms and
phrases such as "aim", "ambition", "anticipate", "believe",
"could", "estimate", "expect", "goals", "intend", "may",
"milestones", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target", "will"
and similar terms and phrases. There are a number of factors that
could affect the future operations of Shell and could cause those
results to differ materially from those expressed in the
forward-looking statements included in this disclosure, including
(without limitation): (a) price fluctuations in crude oil and
natural gas; (b) changes in demand for Shell's products; (c)
currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry
competition; (g) environmental and physical risks; (h) risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in
developing countries and countries subject to international
sanctions; (j) legislative, judicial, fiscal and regulatory
developments including regulatory measures addressing climate
change; (k) economic and financial market conditions in various
countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; (m)
risks associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak; and (n) changes in trading conditions. No
assurance is provided that future dividend payments will match or
exceed previous dividend payments. All forward-looking statements
contained in this disclosure are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section. Readers should not place undue reliance on
forward-looking statements. Additional risk factors that may affect
future results are contained in Shell plc's Form 20-F for the year
ended December 31, 2021 (available at
https://www.globenewswire.com/Tracker?data=fmfblrXrKiuer93NsVjM7zTLmN_--YVsrZLUp0PbSA5SVoygRybg5MDx0LokLbrpqTP5sBJoNgZVqgqNt5wi9cUZ7TZFMHPxcn1tnNHQhpw=
www.shell.com/investor and
https://www.globenewswire.com/Tracker?data=fmfblrXrKiuer93NsVjM7yP3IwzueXrrh03bpSWLJrS2bUfuSX1Fe9L49ss5i_nA-j5pzwgqmLLFisrIH0eRAA==
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this disclosure and should
be considered by the reader. Each forward-looking statement speaks
only as of the date of this disclosure, February 1, 2023. Neither
Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or other
information. In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this disclosure.
Shell's net carbon footprint
Also, in this disclosure we may refer to Shell's "Net Carbon
Footprint" or "Net Carbon Intensity", which include Shell's carbon
emissions from the production of our energy products, our
suppliers' carbon emissions in supplying energy for that production
and our customers' carbon emissions associated with their use of
the energy products we sell. Shell only controls its own emissions.
The use of the term Shell's "Net Carbon Footprint" or "Net Carbon
Intensity" are for convenience only and not intended to suggest
these emissions are those of Shell plc or its subsidiaries.
Shell's net-Zero Emissions Target
Shell's operating plan, outlook and budgets are forecasted for a
ten-year period and are updated every year. They reflect the
current economic environment and what we can reasonably expect to
see over the next ten years. Accordingly, they reflect our Scope 1,
Scope 2 and Net Carbon Footprint (NCF) targets over the next ten
years. However, Shell's operating plans cannot reflect our 2050
net-zero emissions target and 2035 NCF target, as these targets are
currently outside our planning period. In the future, as society
moves towards net-zero emissions, we expect Shell's operating plans
to reflect this movement. However, if society is not net zero in
2050, as of today, there would be significant risk that Shell may
not meet this target.
Forward Looking Non-GAAP measures
This disclosure may contain certain forward-looking non-GAAP
measures such as cash capital expenditure and divestments. We are
unable to provide a reconciliation of these forward-looking
Non-GAAP measures to the most comparable GAAP financial measures
because certain information needed to reconcile those Non-GAAP
measures to the most comparable GAAP financial measures is
dependent on future events some of which are outside the control of
Shell, such as oil and gas prices, interest rates and exchange
rates. Moreover, estimating such GAAP measures with the required
precision necessary to provide a meaningful reconciliation is
extremely difficult and could not be accomplished without
unreasonable effort. Non-GAAP measures in respect of future periods
which cannot be reconciled to the most comparable GAAP financial
measure are calculated in a manner which is consistent with the
accounting policies applied in Shell plc's consolidated financial
statements.
The contents of websites referred to in this disclosure do not
form part of this disclosure.
We may have used certain terms, such as resources, in this
disclosure that the United States Securities and Exchange
Commission (SEC) strictly prohibits us from including in our
filings with the SEC. Investors are urged to consider closely the
disclosure in our Form 20-F, File No 1-32575, available on the SEC
website www.sec.gov.
LEI Number: 21380068P1DRHMJ8KU70
Classification: Additional Regulated Information required to be
disclosed under the laws of the United Kingdom
(END) Dow Jones Newswires
February 01, 2023 11:55 ET (16:55 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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