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August 22, 2007
Via U.S. Mail and Facsimile
Mr. Jeroen van der Veer
Chief Executive Officer
Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR
The Hague
The Netherlands
RE: Royal Dutch Shell plc
Form 20-F for the fiscal year ended December 31, 2006
File No. 1-32575
Dear Mr. Van der Veer:
We have limited our review of your Form 20-F for the fiscal
year ended December 31, 2006, to disclosures relating to your
contacts with countries that have been identified as state
sponsors
of terrorism. Our review with respect to this issue does not
preclude further review by the Assistant Director group with
respect
to other issues. At this juncture, we are asking you to provide
us
with supplemental information, so that we may better understand
your
disclosure. Please be as detailed as necessary in your response.
After reviewing this information, we may raise additional
comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General -
1. We note that you state on pages 29 and 36 of your 20-F that in
early 2007 you entered into a service contract with respect to the
development of the South Pars fields for the Persian LNG project.
We
also note that on page 30 you state that you entered into two
production sharing contracts, effective from February 2007, for
Block
13 and 15 in the south of Syria. Please provide us with an
updated
analysis of the extent and materiality of your contacts with Iran
and
Syria, and with an analysis of the materiality of your aggregate
contacts with Cuba, Iran, Sudan and Syria. Your materiality
analysis
should address materiality in quantitative terms, including the
approximate dollar amount of your revenues, assets and liabilities
associated with Cuba, Iran, Sudan and Syria. Please also provide
the
approximate dollar amount, if any, paid to the governments of
Cuba,
Iran, Sudan and/or Syria in 2006, and in the first half of 2007.
Please also address materiality in terms of qualitative factors
that
a reasonable investor would deem important in making an investment
decision, including the potential impact of corporate activities
upon
a company`s reputation and share value.
We note, for example, reports that the California Public
Employees`
Retirement System, the New York State Common Retirement Funds, the
New York City Pension Funds, the Illinois State Board of
Investment
and the North Carolina Retirement System have written to you
regarding your contacts with Iran. We also note that Arizona and
Louisiana have adopted legislation that requires their state
retirement systems to prepare reports regarding state pension fund
assets invested in, and/or permits divestment of state pension
fund
assets from, companies that do business with U.S.-designated state
sponsors of terrorism. The Missouri Investment Trust has
established
an equity fund for the investment of certain state-held monies
that
screens out stocks of companies that do business with U.S.-
designated
state sponsors of terrorism. The Pennsylvania legislature has
adopted a resolution directing its Legislative Budget and Finance
Committee to report annually to the General Assembly regarding
state
funds invested in companies that have ties to terrorist-sponsoring
countries. Florida requires issuers to disclose in their
prospectuses any business contacts with Cuba or persons located in
Cuba. In addition a number of states have adopted or are
considering
legislation regarding the investment of certain state assets in,
and/or requiring the divestment of certain state assets from,
companies that do business with Iran and/or Sudan.
Your materiality analysis should address the potential impact of
the
investor sentiment evidenced by these and similar actions directed
toward companies that do business with Cuba, Iran, Sudan and
Syria.
Closing Comments
Please respond to this comment within 10 business days or
tell
us when you will provide us with a response. Please submit your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comment, please
provide,
in writing, a statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
staff comments or changes to disclosure in response to staff
comments
do not foreclose the Commission from taking any action with
respect
to the filings; and
the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filings or in response
to
our comments on your filings.
Please understand that we may have additional comments after we
review your response to our comment. Please contact Jack
Guggenheim
at (202) 551-3523 if you have any questions about the comment or
our
review. You may also contact me at (202) 551-3470.
Sincerely,
Cecilia D. Blye, Chief
Office of Global Security
Risk
cc: Mr. Peter R. Voser
Chief Financial Officer
Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR
The Hague
The Netherlands
Mr. M. Brandjes
Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR
The Hague
The Netherlands
Roger Schwall
Donald F. Delaney
Division of Corporation Finance
Mr. Jeroen van der Veer
Royal Dutch Shell plc
August 22, 2007
Page 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-5546
DIVISION OF
CORPORATION FINANCE