Directorate change
Shell PLC announced significant board and committee changes effective February 1, 2023. Euleen Goh will not stand for re-election at the upcoming AGM on May 23, 2023, after nine years of service. In her place, Dick Boer has been appointed Deputy Chair and Senior Independent Director, while Catherine Hughes and Jane Holl Lute will join the Audit and Remuneration Committees, respectively. New appointees Sir Charles Roxburgh and Leena Srivastava will serve on the Audit and Safety, Environment, and Sustainability Committees starting March 13, 2023. These changes aim to strengthen leadership as Shell navigates the energy transition.
- Appointment of experienced directors like Sir Charles Roxburgh and Leena Srivastava to enhance board expertise.
- Continued focus on energy transition with the addition of directors knowledgeable in sustainability and climate science.
- Departure of long-serving director Euleen Goh may create a leadership gap.
- Martina Hund-Mejean's exit could impact technological insights during energy transition.
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 SUSTAINABILITY COMMITTEE | Catherine Hughes (Chair) 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
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Shell’s net carbon footprint
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Shell’s net-Zero Emissions Target
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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.
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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
FAQ
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