Board Engagement Day Royal Dutch Shell plc December 13, 2018 makethefuture
Chad Holliday Chair of the Board Royal Dutch Shell plc Royal Dutch Shell December 13, 2018 2
Agenda 14:00 15:30 Plenary presentations Board overview Chad Holliday Nomination and Succession Committee Chad Holliday Audit Committee Euleen Goh Corporate and Social Responsibility Committee Sir Nigel Sheinwald Remuneration…
The Board Non-Executive of Directors Chad Holliday September 2010 Gerard Kleisterlee November 2010 Chair of the Board Deputy Chair and Senior Independent Director Chair of the Nomination and Succession Chair of the Remuneration…
The Board Non-Executive of Directors Ann Godbehere May 2018 Catherine J. Hughes June 2017 Audit Committee CSRC Remuneration Committee Born April 14, 1955. A Canadian and British dual national, appointed a Born September 13,…
The Board Non-Executive Company Secretary of Directors Gerrit Zalm January 2013 Linda M. Szymanski January 2017 Remuneration Committee Company Secretary & General Counsel Corporate Audit Committee Born May 6, 1952. A Dutch…
Board Focus Safety, Ethics & Compliance - The Goal is Zero World class shareholder returns Financial and operational results compared to competition and plan Strategy development and implementation Stakeholder engagement,…
HSSE Goal Zero on safety TRCF1 Process safety Performance Injuries per million working hours Number of incidents (excluding sabotage) HSSE priority Ytd Q3 Ytd Q3 Performance & Tier 1 incidents2 Tier 2 incidents3 transparency 1…
RDS Strategy Strategic Ambitions Our Purpose World Class Investment Case We power progress together by providing Thrive in the Energy Transition more and cleaner energy solutions Strong Societal Licence to Operate makethefuture…
Public short-term Joint Statement Net Carbon 3 or 5 year targets to operationalize the long-term Footprint targets NCF ambition (target setting will start in 2020) Targets linked Link between energy transition and long-term…
Chad Holliday Chair of the Nomination and Succession Committee Royal Dutch Shell plc Royal Dutch Shell December 13, 2018 12
Nomination and Succession Committee Chad Holliday Gerard Kleisterlee Linda Stuntz Chair Responsibilities Assessment of Board composition Appointment process for Directors Succession planning Corporate governance guidance…
Our purpose as Having the best leaders lead Shell. Today and tomorrow. NOMCO We lead the process for board appointments and oversee senior management appointments We plan well in advance for succession and review plans regularly…
Our purpose as Since last governance event in 2016 and looking forward NOMCO 4 Board appointments (3 Non-executive Directors and CFO) Strengthened range of skillsets and diversity of Board: Near gender parity (45% female)…
Engagement on topics Stakeholder engagement expectations 2018 UK Workforce engagement methods Corporate Governance Chair tenure Code Comply and explain Diversity and inclusion on the Board and in Senior Management talent pipeline…
Euleen Goh Chair of the Audit Committee Royal Dutch Shell plc Royal Dutch Shell December 13, 2018 17
Audit Committee Euleen Goh Ann Godbehere Roberto Setubal Gerrit Zalm Chair Responsibilities Financial reporting, disclosures and accounting policies Effectiveness of risk management and internal control systems Relevant legal…
Areas of focus 2018 2019 Audit Committee Pennsylvania Chemicals, USA CSRC site visit, Nigeria IFRS 9, 15 & 16 implementation Lease standard (IFRS 16) implementation Accounting estimates and judgments Performance assessment of…
Internal and Internal Audit External Audit external audit 200+ audits per year Audit committee oversight coverage Audit committee sets scope in alignment Transitioned external auditor in 2016 following with: risk profile and materiality…
Sir Nigel Sheinwald Chair of the CSRC Royal Dutch Shell plc Royal Dutch Shell December 13, 2018 21
Corporate and Social Responsibility Committee Sir Nigel Catherine J. Linda Stuntz Sheinwald Hughes GCMG Chair Responsibilities Review policy and performance for Shell General Business Principles and Code of Conduct Review…
Areas of focus 2018 2019 CSRC topics Environment & greenhouse gas Environment & greenhouse gas Net Carbon Footprint & nature based solutions Shells role in the light of Paris commitments Environmental license to operate topics…
Activity examples 2017 Netherlands, USA & UK 2018 Nigeria & Netherlands 2017-2018 CSRC Pennsylvania Chemicals, USA CSRC site visit, Nigeria Netherlands Pernis refinery Nigeria Challenges and opportunities for the facility Met with…
Pakistan Incident Event and Investigation Action Various reviews Immediate investigations in Detailed deep dive in CSRC at Board and CSRC Pakistan after the incident in 2017 in October 2018, looking at meetings Comprehensive…
Rewarding performance in The GHG metrics in the 2018 scorecard have evolved and coverage has increased to close to 90% of the line with delivery of strategy Scope 1 and 2 operated emissions, compared to 60% in 2017 GHG metrics in CEO…
Gerard Kleisterlee Chair of the Remuneration Committee Royal Dutch Shell plc Royal Dutch Shell December 13, 2018 27
Remuneration Committee Gerard Catherine J. Sir Nigel Gerrit Kleisterlee Hughes Sheinwald Zalm Chair GCMG Responsibilities Setting the Directors remuneration policy Review workforce remuneration and related policies Agreeing…
Areas of focus Nov May March May Summer Nov Winter 2018 - May REMCO 2016 2017 2018 2018 2018 2018 2018 2019 2020 Shareholder Shareholder Remuneration Shareholder Proxy Shareholder Proxy Ongoing Shareholder engagement vote on report…
2018 Directors Remuneration Report AGM voting The Committee was disappointed with the voting outcome on the Directors Remuneration Report at the 2018 AGM given the strong shareholder support for the remuneration policy in 2017. We…
Alignment Strategy How the strategy links to the CEOs variable pay elements with strategy CEO The vision for thriving in the energy transition is led by Thrive in INDIVIDUAL the energy PERFORMANCE the CEO and embedded in his…
Remuneration Areas of focus policy May 2020 Energy transition Attract and retain Remuneration vehicle Pay mix Appropriate metric Target levels Time horizon Comparator group Pay for performance Governance Bonus: structure,…
Questions & Answers Royal Dutch Shell December 13, 2018 33
Board led by Chair RDS Governance structure & board responsibilities Audit Committee Corporate and Social Responsibility Nomination and Remuneration Committee Succession Committee Committee Executive Committee led by CEO…
Risk appetite framework Strategic Operational Conduct Financial Framework Royal Dutch Shell December 13, 2018 36
Oversight Board of Royal Dutch Shell plc (1) of climate change risk management Corporate and Remuneration Audit Committee Social Responsibility Committee (AC) (3) Committee (CSRC) (2) (REMCO) (4) Executive Committee Governance…
Thrive in the energy transition Demonstrating Shells approach across multiple time horizons Driving to TIME HORIZON resilience 1-3 YEARS 5-10 YEARS 10 YEARS and ambition SHORT TERM MEDIUM TERM LONG TERM GHG Strategic positioning and Net…
Financial framework Strategic Themes: Today to 2020 Capital investment Capital Cash engines stewardship -12 billion CONVENTIONAL INTEGRATED OIL OIL + GAS GAS PRODUCTS 30 Growth 25 priorities CHEMICALS DEEP WATER…
Board evaluation and succession planning Evaluation Succession planning Performance Chair Performance Led by Executive evaluation evaluated by Nomination Director confidential online anonymised External facilitator & Succession…
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