SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2023
Commission File Number: 1-32575
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
London, SE1 7NA
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
BOARD AND COMMITTEE CHANGES
February 1, 2023
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:
|AUDIT COMMITTEE|| |
Ann Godbehere (Chair)
Sir Charles Roxburgh
SAFETY, ENVIRONMENT AND SUSTAINABILITY COMMITTEE
Catherine Hughes (Chair)
Jane Holl Lute
|NOMINATION AND SUCCESSION COMMITTEE|| |
Sir Andrew Mackenzie (Chair)
Neil Carson (Chair)
Jane Holl Lute
Deputy Company Secretary
Shell Media Relations
International, UK, European Press: +44 20 7934 5550
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.
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 www.shell.com/investor and 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
This Report on Form 6-K is incorporated by reference into:
|(a)||the Registration Statement on Form F-3 of Shell plc and Shell International Finance B.V. (Registration Numbers 333-254137 and 333-254137-01); and|
|(b)||the Registration Statement on Form S-8 of Shell plc (Registration Number 333-262396).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Date: February 2, 2023||/s/ Caroline Omloo|