ROYAL DUTCH SHELL
APPOINTMENT OF NEW CHAIR AND OTHER BOARD AND
COMMITTEE CHANGES
CHAIR ANNOUNCEMENT
The Board of Directors of Royal Dutch Shell plc (the "Company")
has announced the appointment of Sir Andrew Mackenzie as the new
Company Chair with effect from the conclusion of Shell’s 2021
Annual General Meeting, scheduled for May 18, 2021. Andrew will
succeed Chad Holliday who will step down on May 18 having served as
Chair for six years and as a Board Director since September
2010.
Andrew Mackenzie, a British national, joined Shell’s Board in
October 2020, after a distinguished career in the energy,
petrochemicals and resources sector, latterly as Group CEO of BHP
from 2013 to 2019. From 2004 to 2007, at Rio Tinto, he was Head of
Industrial Minerals and Diamonds. Prior to this, over a 22-year
career at BP, he held senior leadership roles in exploration,
research and development, and chemicals. His contributions to
geochemistry and earth science led to his appointment as a Fellow
of the Royal Society in 2014, and he received a knighthood in 2020
for his services to business, science and technology. Andrew brings
to Shell his experience of leadership, his global outlook, and a
deep understanding of the energy business and climate action.
The search for the new Chair was led by Euleen Goh, Deputy Chair
and Senior Independent Director. The thorough and robust process
included engagement with some of Shell’s larger investors, seeking
input on the skills, attributes and sector knowledge that they
considered important for the role. In addition to proven experience
of leading a large, complex international organisation, the
requirement was for someone with significant experience in capital
discipline and with the ability to balance, and judge the timing,
of the transformational changes that Shell needs to make.
Chad Holliday said: “I am delighted to welcome Andrew as my
successor. I have nothing but confidence in Shell’s bright future –
the challenges of the past year only strengthened my conviction in
the Company as I watched colleagues across the business find
strength to sustain vital energy supplies in the most exceptional
circumstances.
“Andrew brings a wealth of leadership and sustainability
experience, scientific curiosity and commercial acumen that ideally
equip him to help Shell navigate the energy transition and deliver
on the far-reaching Powering Progress strategy. His track record in
business performance transformation also means he brings all the
skills and rigour needed to guide Shell’s management in all their
most significant decisions.”
Andrew said: "It is a privilege to be appointed Chair of this
great Company, particularly at such a pivotal time for the industry
and wider society. I am honoured to succeed Chad, whose
chairmanship of the Board I have much admired and who I know will
be warmly remembered. I have been delighted already to have played
a part in the shaping of the compelling strategy that Shell has
recently unveiled. I believe Shell has an exceptional portfolio of
future-facing assets and I look forward to working with Ben van
Beurden and the Board to profitably accelerate Shell’s transition
into a net-zero emissions energy business that continues to
generate substantial value for shareholders, customers and
communities alike.”
Ben van Beurden, Chief Executive Officer (CEO) of Royal Dutch
Shell plc, said: “Chad’s first-class frontline business experience,
tireless commitment to the highest standards and clear vision were
all instrumental in making Shell the resilient business we have
shown ourselves to be. We thank him for his leadership over the
last decade.
“I am looking forward to working with Andrew. We are emerging
from the COVID-19 pandemic with a clear and distinct strategy that
I believe will enable us to seize the opportunities presented by
the energy transition. I cannot think of anyone better than Andrew
to take this role.”
DIRECTOR CHANGE
The Company announced that Sir Nigel Sheinwald, Non-executive
Director, Chair of the Safety, Environment and Sustainability
Committee and member of the Nomination and Succession Committee,
will not stand for re-election at the 2021 AGM, having served as a
Director for nine years.
The Company also announced its intention to propose to the 2021
Annual General Meeting that Jane Lute be appointed a Non-executive
Director of the Company with effect from May 19, 2021.
Chad said: “I would like to thank Nigel for his contribution to
the Board. His distinguished track record in public policy offered
a unique perspective on important matters, including
sustainability, that have come to form an intrinsic part of our
strategy to power progress.
“I would also like to welcome Jane who brings diverse experience
from the military, from security and public policy leadership roles
in the United Nations and the US government, and most recently a
focus on the critical risk area of cyber-security. She will be a
valuable addition to the Board.”
If the proposed changes are approved by our shareholders at the
Annual General Meeting, the Royal Dutch Shell plc Board will, for
the first time, consist equally of men and women.
BOARD COMMITTEE CHANGESSafety Environment and
Sustainability CommitteeCatherine Hughes, a Non-executive Director,
has been appointed as Chair of the Safety Environment and
Sustainability Committee with effect from May 19, 2021. Catherine
succeeds Sir Nigel Sheinwald in this role.
Nomination and Succession CommitteeDick Boer, a Non-executive
Director, has been appointed as a member of the Nomination and
Succession Committee with effect from May 19, 2021.
Notes to Editors
- Chad Holliday was appointed Director on September 1, 2010 and
Chair on May 19, 2015.
- Sir Andrew Mackenzie - biography
Born in 1956, Andrew is a British national who joined the Board
of Royal Dutch Shell plc in October 2020 and was previously Chief
Executive Officer of BHP. Andrew joined BHP in 2008, becoming Group
CEO from 2013 to 2019, when he systematically simplified and
strengthened the business, and created options for the future. From
2004 to 2007 at Rio Tinto, he was Head of Industrial Minerals, then
Head of Industrial Minerals and Diamonds. Prior to this, Andrew
spent 22 years with BP, joining in 1982 in research and
development, followed by international operations and technology
roles across most business streams and functions – principally in
exploration and production and petrochemicals, including as Chief
Reservoir Engineer and Chief Technology Officer. Latterly he was
Group Vice President for Chemicals in the Americas, then Olefins
and Polymers globally. From 2005 to 2013 Andrew served as a
Non-executive Director of Centrica. He has also served on many
not-for-profit boards, including public policy think-tanks in the
UK and Australia. He was knighted in 2020 for services to business,
science, technology and UK-Australia relations.Andrew is a highly
experienced leader who has managed major international FTSE 100
businesses, and has more than 30 years’ experience in the oil and
gas, petrochemicals and minerals industry. Following early academic
distinction, Andrew made important contributions to geochemistry,
including groundbreaking methods for oil exploration and recovery.
He was recognised as "one of the world’s most influential earth
scientists" and made a Fellow of the Royal Society in 2014. Having
lived and worked in five continents, Andrew applied his deep
understanding of the energy business and geopolitical outlook to
create public-private partnerships and advise governments around
the world. As an earth scientist, Andrew has consistently pursued
sustainable action on climate change in the interests of access to
affordable energy and global development. Andrew brings the wealth
of his experience and insights to Shell, where his expertise is
already contributing to help Shell navigate the energy transition.
Andrew is also a committed champion of gender balance, the rights
of indigenous peoples, and of the power of large companies to
support social change – all of which align well with Shell’s
purpose, strategy and values.
- Jane Lute – biography
Born in 1956, Jane is a US citizen and an experienced leader of
organisations focused on security risks. Following a 16-year career
in the US Army, she joined the Carnegie Corporation as an Executive
Director of its Commission on Preventing Deadly Conflict. Between
2000 and 2009 she held roles at the United Nations in peacekeeping,
field support and peacebuilding. In 2009 she was appointed as
Deputy Secretary of the US Department of Homeland Security. Since
2013 Jane has focused on cyber-security, first as the founder of
the Council on CyberSecurity, then as Chief Executive of the Center
for Internet Security, and latterly as President and Chief
Executive Officer of the North American operations of SICPA
security inks.Jane is a Non-executive Director of Marsh &
McLennan and the Union Pacific Corporation.
Cautionary Note
The companies in which Royal Dutch Shell plc
directly and indirectly owns investments are separate legal
entities. In this announcement “Shell”, “Shell Group” and “Royal
Dutch Shell” are sometimes used for convenience where references
are made to Royal Dutch Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
Royal Dutch 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 announcement refer to entities over which Royal Dutch
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. 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 announcement 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 Royal Dutch 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 Royal Dutch 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’’, ‘‘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 Royal
Dutch Shell and could cause those results to differ materially from
those expressed in the forward-looking statements included in this
announcement, 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, 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 announcement 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 Royal Dutch Shell’s Form 20-F for
the year ended December 31, 2020 (available at
www.shell.com/investor and www.sec.gov). These risk factors also
expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each
forward-looking statement speaks only as of the date of this
announcement, 11 March 2021. Neither Royal Dutch
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 announcement.
We may have used certain terms, such as
resources, in this announcement 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.
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