6-K 1 f6k_030922.htm FORM 6-K
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 

Form 6-K

REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of March 2022

Commission File Number: 1-32575

 

Shell plc
(Exact name of registrant as specified in its charter)

 

England and Wales
(Jurisdiction of incorporation or organization)

 

Shell Centre
London, SE1 7NA
United Kingdom
(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

SHELL PLC

BOARD AND COMMITTEE CHANGES
March 09, 2022

DIRECTOR CHANGE
Shell plc (the “Company”) announces that Mr. Gerrit Zalm, Non-executive Director, member of the Audit Committee and member of the Remuneration Committee, will not stand for re-election at the 2022 AGM, having served as a Non-executive Director for more than nine years.

Sir Andrew Mackenzie, Chair of Shell plc said “Gerrit is a highly regarded and seasoned leader. We will miss his insightful counsel and deep understanding of global business and would like to thank him for his nine years of valuable contribution to the business”.

BOARD COMMITTEE CHANGES
Audit Committee
Ms. Jane Holl Lute, a Non-executive Director, will step down from her role on the Audit Committee with effect from the conclusion of the 2022 Annual General Meeting (AGM), scheduled for May 24, 2022, and has been appointed a member of the Safety, Environment and Sustainability Committee effective on the same date.

Remuneration Committee
Mr. Bram Schot, a Non-executive Director, has been appointed a member of the Remuneration Committee with effect from the conclusion of the 2022 AGM, scheduled for May 24, 2022.

Following the conclusion of the 2022 AGM, the membership of each of the Board Committees will be as follows:

        
Committee

 
 

Membership
AUDIT COMMITTEE  

Ann Godbehere (Chair)
Dick Boer
Martina Hund-Mejean

 
SAFETY, ENVIRONMENT AND SUSTAINABILITY COMMITTEE

 
 

Catherine Hughes (Chair)
Neil Carson
Jane Holl Lute
Bram Schot

 
NOMINATION AND SUCCESSION COMMITTEE  

Sir Andrew Mackenzie (Chair)
Euleen Goh
Dick Boer
Ann Godbehere

 
REMUNERATION
COMMITTEE
 

Neil Carson (Chair)
Euleen Goh
Catherine Hughes
Bram Schot

 

Anthony Clarke
Deputy Company Secretary

ENQUIRIES

Shell Media Relations
International, UK, European Press: +44 20 7934 5550

Cautionary Note
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. 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, 2020 (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, March 9, 2022. 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.

The content of websites referred to in this disclosure does 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


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).

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.

        Shell plc    
    (Registrant)
     
   
Date: March 9, 2022       /s/ Anthony Clarke    
    Anthony Clarke
    Deputy Company Secretary