MEMORANDUM

To :	Commission File No. S7-02-03
From :	Jeffrey J. Minton Special Counsel Office of Rulemaking Division of Corporation Finance U.S. Securities and Exchange Commission
Re :	Standards Relating to Listed Company Audit Committees Release Nos. 33-8173; 34-47137
Date :	February 12, 2003

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On February 11, 2003, members of the Division of Corporation Finance and Office of International Affairs met with representatives from Shell International Limited. Matters discussed included application of the Commission's proposals where two separate listed issuers collectively operate a group of companies. An agenda supplied by the representatives is attached.

Attachment (Hard Copy Only)