Form 6-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
March 2021
Commission File Number: 1-32575
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Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
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30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands
(Address of principal executive office)
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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): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes [ ] No [ X ]
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-
APPOINTMENT OF NEW CHAIR AND
OTHER BOARD AND COMMITTEE CHANGES
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 CHANGES
Safety Environment and Sustainability Committee
Catherine
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 Committee
Dick 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.
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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.
This Report on Form 6-K is incorporated by reference into the Registration Statements on Form S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821, 333-200953, 333-215273, 333-222813 and 333-228137).
SIGNATURES
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.
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Royal Dutch Shell plc
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(Registrant)
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Date: March 11, 2021
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/s/ Anthony Clarke
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Anthony Clarke
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Deputy Company Secretary
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