board engagement day - royal dutch shell...while we believe our portfolio is resilient under a wide...

Board Engagement Day

Royal Dutch Shell plcDecember 13, 2018

#makethefuture

Chad HollidayChair of the Board

Royal Dutch Shell plc

Royal Dutch Shell 2December 13, 2018

Definitions & cautionary note

Capital investment comprises capital expenditure, exploration expense excluding well write-offs, new investments in joint ventures and associates, new finance leases and investments in Integrated Gas, Upstream and Downstream equity securities, all of which on

an accruals basis. This presentation contains the following forward-looking Non-GAAP measures: Capital Investment. We are unable to provide a reconciliation of the above forward-looking Non-GAAP measure to the most comparable GAAP financial

measures because certain information needed to reconcile the above Non-GAAP measure to the most comparable GAAP financial measure is dependent on future events some which are outside the control of the company, such as oil and gas prices, interest

rates and exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect

of future periods which cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting policies applied in Royal Dutch Shell plc’s financial statements.

This presentation contains data and analysis from Shell’s new Sky Scenario. Unlike Shell’s previously published Mountains and Oceans exploratory scenarios, the Sky Scenario is targeted through the assumption that society reaches the Paris Agreement’s goal of

holding global average temperatures to well below 2°C. Unlike Shell’s Mountains and Oceans scenarios which unfolded in an open-ended way based upon plausible assumptions and quantifications, the Sky Scenario was specifically designed to reach the Paris

Agreement’s goal in a technically possible manner. These scenarios are a part of an ongoing process used in Shell for over 40 years to challenge executives’ perspectives on the future business environment. They are designed to stretch management to consider

even events that may only be remotely possible. Scenarios, therefore, are not intended to be predictions of likely future events or outcomes and investors should not rely on them when making an investment decision with regard to Royal Dutch Shell plc securities.

Additionally, it is important to note that Shell’s existing portfolio has been decades in development. While we believe our portfolio is resilient under a wide range of outlooks, including the IEA’s 450 scenario (World Energy Outlook 2016), it includes assets

across a spectrum of energy intensities including some with above-average intensity. While we seek to enhance our operations’ average energy intensity through both the development of new projects and divestments, we have no immediate plans to move to a

net-zero emissions portfolio over our investment horizon of 10-20 years. Although we have no immediate plans to move to a net-zero emissions portfolio, in November of 2017, we announced our ambition to reduce our net carbon footprint in accordance with

society’s implementation of the Paris Agreement’s goal of holding global average temperature to well below 2°C above pre-industrial levels. Accordingly, assuming society aligns itself with the Paris Agreement’s goals, we aim to reduce our Net Carbon

Footprint, which includes not only our direct and indirect carbon emissions, associated with producing the energy products which we sell, but also our customers’ emissions from their use of the energy products that we sell, by around 20% in 2035 and by around

50% in 2050.

Also, in this presentation we may refer to “Shell’s Net Carbon Footprint”, which includes Shell’s carbon emissions from the production of our energy products, our suppliers’ carbon emissions in supplying energy for that production and our customers’ carbon

emissions associated with their use of the energy products we sell. Shell only controls its own emissions but, to support society in achieving the Paris Agreement goals, we aim to help and influence such suppliers and consumers to likewise lower their emissions.

The use of the terminology “Shell’s Net Carbon Footprint” is for convenience only and not intended to suggest these emissions are those of Shell or its subsidiaries.

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate legal entities. In this presentation “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 presentation 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 presentation 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 presentation, 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; and (m) 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 presentation 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, 2017 (available at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-

looking statements contained in this presentation and should be considered by the reader. Each forward-looking statement speaks only as of the date of this presentation, December 13, 2018. 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 presentation. We may have used certain terms, such as resources, in this presentation that the United States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. U.S. 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.


Agenda Plenary presentations

Board overview

Nomination and Succession Committee

Audit Committee

Corporate and Social ResponsibilityCommittee

Remuneration Committee

Q&A

Drinks

Chad Holliday

Chad Holliday

Euleen Goh

Sir Nigel Sheinwald

Gerard Kleisterlee

14:00 – 15:30

15:30 – 16:00

16:00 – 17:00


Born April 20, 1955. A Singaporean national, appointed a Non-executive Director of the Company with effect from September 2014.

Euleen Goh September 2014

Chair of the Audit Committee

Non-Executive

Born March 9, 1948. A US national, appointed Chair of the Company with effect from May 2015, having previously served as a Non-executive Director since September 2010.

Chad Holliday September 2010

Chair of the BoardChair of the Nomination and Succession Committee

Born September 28, 1946. A Dutch national, appointed a Non-executive Director of the Company with effect from November 2010 and appointed Deputy Chair and Senior Independent Director with effect from May 2018.

Gerard KleisterleeNovember 2010

Deputy Chair and Senior Independent DirectorChair of the Remuneration CommitteeNomination and Succession Committee

Royal Dutch Shell 5

Born June 26, 1953. A British national, appointed a Non-executive Director of the Company with effect from July 2012.

Sir Nigel Sheinwald GCMGJuly 2012

Chair of the CSRCRemuneration Committee

December 13, 2018

The Board of Directors

Born September 13, 1962. A Canadian and French dual national, appointed a Non-executive Director of the Company with effect from June 2017.

Catherine J. HughesJune 2017

CSRCRemuneration Committee

Born October 13, 1954. A Brazilian national, appointed a Non-executive Director of the Company with effect from October 2017.

Roberto SetubalSeptember 2017

Audit committee

Born September 11, 1954. A US national, appointed a Non-executive Director of the Company with effect from June 2011.

Linda StuntzJune 2011

CSRC



Non-Executive

Born April 14, 1955. A Canadian and British dual national, appointed a Non-executive Director of the Company with effect from May 2018.

Ann GodbehereMay 2018

Audit Committee


Born May 6, 1952. A Dutch national, appointed a Non-executive Director of the Company with effect from January 2013.

Gerrit ZalmJanuary 2013

Remuneration Committee

Audit Committee


Non-Executive

Born April 7, 1967. A US national, appointed General Counsel Corporate with effect from August 2016 and Company Secretary with effect from January 2017.

Linda M. SzymanskiJanuary 2017

Company Secretary & General Counsel Corporate

Company Secretary

Royal Dutch Shell 7

Executive

Born April 23, 1958. A Dutch national, appointed Chief Executive Officer of the Company with effect from January 2014.

Born January 29, 1968. A US national, appointed Chief Financial Officer of the Company with effect from March 2017.

Ben Van Beurden January 2014

Chief Executive Officer

Jessica UhlMarch 2017

Chief Financial Officer

December 13, 2018

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, including investors, employees, communities and governments

Excellent governance with a highly engaged Board

Royal Dutch Shell December 13, 2018 8

Goal Zero on safety – TRCF1 Process safety

1 Total Recordable Cases Frequency; 2 A Tier 1 Process Safety Event is a loss of primary containment (LOPC) with the greatest consequence as defined by API and IOGP; 3 A Tier 2 Process Safety Event is a LOPC with lesser consequence as defined by API and IOGP.

Injuries per million working hours

HSSE priority Performance &

transparency

Number of incidents (excluding sabotage)

Tier 1 incidents2 Tier 2 incidents3

Royal Dutch Shell 9

HSSEPerformance

December 13, 2018

Ytd Q3Ytd Q3

Our PurposeWe power progress together by providing more and cleaner energy solutions

#makethefuture

RDS Strategy

Winning Capabilities

Strategic Ambitions

AspiredPortfolio

World Class Investment Case

Thrive in the Energy Transition

Strong Societal Licence to Operate

Customer Centricity Commercial Value Delivery Technology Commercialisation Project Delivery Operational Excellence

CashEngines

EmergingOpportunities

GrowthPriorities

Underpinned by our Values, Goal Zero, and People


Joint Statement

The Joint Statement is available on the Shell Investor website

Joint statement developed with institutional investors on behalf of Climate Action 100+


Public short-term Net Carbon Footprint targets

Targets linked to remuneration

Review of progress

Alignment with the TCFD recommendations

Corporate climate lobbying

3 or 5 year targets to operationalize the long-term NCF ambition (target setting will start in 2020)

Link between energy transition and long-term remuneration

Subject to a shareholder vote at the 2020 AGM

Annual update on the progress towards the NCF ambition

Initial disclosures in Sustainability Report, but with a commitment,to integrate this into the Annual Report/Form 20-F as appropriate

Disclosure of metrics and targets used to assess and manage relevant climate-related risks and opportunities, where material, at relevant intervals

Review of trade associations memberships to assess alignment with the company’s stated positions

Results of this review will be made public in Q1 2019

https://www.shell.com/media/news-and-media-releases/2018/joint-statement-between-institutional-investors-on-behalf-of-climate-action-and-shell.html

Chad HollidayChair of the Nomination and Succession CommitteeRoyal Dutch Shell plc


Responsibilities

Assessment of Board composition

Appointment process for Directors

Succession planning

Corporate governance guidance

Together with CEO recommend appointments to the Executive Committee

Annual assessment of the Board’s performance


Chad HollidayChair

Linda StuntzGerard Kleisterlee


Our purpose as

NOMCO

We lead the process for board appointments and oversee senior management appointments

We plan well in advance for succession and review plans regularly

We spend time getting to know the candidates for Non-executive Director, Executive Director, and Executive Committee positions and we ensure the pipeline is robust, diverse and adaptive

Having the best leaders lead Shell. Today and tomorrow.


Our purpose as

NOMCO

4 Board appointments (3 Non-executive Directors and CFO)

Strengthened range of skillsets and diversity of Board:

Near gender parity (45% female)

Regional/National diversity expanded (SA/Brazil complementing UK, NL, NA/US/Canada and Asia/Singapore)

Skillset & Industry experience broadened

Strengthening the diversity of the Board and senior management

Continuous strategic assessment of Board composition adaptive to future needs

Board and Committee evaluations

Strengthening corporate governance

Since last governance event in 2016 and looking forward


Engagement on topics

2018 UK Corporate Governance Code

Stakeholder engagement expectations

Workforce engagement methods

Chair tenure

‘Comply and explain’

Diversity and inclusion on the Board and in Senior Management talent pipeline

Gender parity

Hampton-Alexander review

Commitment to strengthen all areas of diversity

Any other topics – feedback requested


Euleen GohChair of the Audit CommitteeRoyal Dutch Shell plc


Ann Godbehere Roberto SetubalEuleen GohChair

Responsibilities

Financial reporting, disclosures and accounting policies

Effectiveness of risk management and internal control systems

Relevant legal and regulatory compliance

Oversight of internal and external auditors

Advises the Board on appointment of external auditors for shareholder vote

Report to shareholders on how responsibilities have been fulfilled

Audit Committee


Gerrit Zalm

CSRC site visit, Nigeria

2019

Lease standard (IFRS 16) implementation

Performance assessment of external auditor

Risk culture

Regulatory developments, tax regimes and

compliance

New business models and ventures

Oversight legal proceedings

Pennsylvania Chemicals, USA

Areas of focus

Audit Committee 2018

IFRS 9, 15 & 16 implementation

Accounting estimates and judgments

Information risk management

and GDPR data privacy

Group insurance policy and arrangements

Trading & Supply visit

Retirement benefit arrangements and disclosures

Oversight legal proceedings


Internal and external audit coverage

200+ audits per year

Audit committee sets scope in alignmentwith: risk profile and materiality

The Chief Internal Auditor is accountableto the chair of the audit committee

External quality assessment carried out in 2018

Audit committee oversight

Transitioned external auditor in 2016 following competitive tender – and EY reappointed in 2018

Comparative insights provided on key areas of accounting estimates and judgements

Internal Audit External Audit


Sir Nigel SheinwaldChair of the CSRCRoyal Dutch Shell plc


Linda StuntzCatherine J. Hughes

Sir Nigel SheinwaldGCMGChair

Responsibilities

Review policy and performance for Shell General Business Principles and Code ofConduct

Review management of HSSE and social impacts of projects andoperations

Review major issues of public concern such as climate change

Monitor emerging environmental, ethical, reputational, and social issues

Input into the Shell Sustainability Report

Corporate and Social Responsibility Committee


Areas of focus

CSRC topics2018 2019

Environment & greenhouse gas Net Carbon Footprint & nature based solutions

Environmental license to operate topics

Contributions to SKY and SET report

Ethics & compliance Societal license to operate

Safety Process safety

Country focus Pakistan, Nigeria, Netherlands (Groningen)

Environment & greenhouse gas Shell’s role in the light of Paris commitments

Methane and plastics

Advice to REMCO on energy transition and remuneration

Ethics & compliance Conduct & Culture

Safety Process safety, Road transport,

Country focus Nigeria, Brazil, Canada (LNG Canada),

Netherlands (Groningen)


Culture & Conduct

CSRC site visit, Nigeria

2018 Nigeria & Netherlands

Nigeria

Met with local NGOs, Government bodies and senior officials, and embassies

Netherlands – Moerdijk

Discussed process safety and local site challenges

Pennsylvania Chemicals, USA

Activity examples2017-2018

CSRC

2017 Netherlands, USA & UK

Netherlands – Pernis refinery

Challenges and opportunities for the facility

UK – Bacton gas plant

Met with staff to discuss safety and community members to discuss, among other topics, how to redistribute sand and sediment to protect the coastline

USA – Chemicals project Pennsylvania

Met with local stakeholders and contractors to discuss a range of HSSE topics


25

Pakistan Incident

Event and Investigation

Immediate investigations in Pakistan after the incident in 2017

Comprehensive causal investigation in 2018, insights communicated to Board, EC and management teams

Action

Detailed deep dive in CSRC in October 2018, looking at insights plus actions already taken and being implemented in Pakistan and globally, and follow-up in CSRC in 2019

Various reviews at Board and CSRC meetings

Regular updates on progress of company-wide actions

Royal Dutch Shell December 13, 2018

Note: Additionally, in October 2018 a Shell customer’s lory in route to a retail station had rolled-over killing a relief driver. Approximately 40,000 litres of fuel spilled, the fuel did not ignite and no communities appeared to have been impacted. A preliminary

investigation indicated that the driver of the lory had fallen asleep prior to the crash.

Rewarding performance in line with delivery of strategy

GHG metrics in remuneration

The GHG metrics in the 2018 scorecard have evolved and coverage has increased to close to 90% of the Scope 1 and 2 operated emissions, compared to 60% in 2017

CEO personal performance agreement includes strategy and progress in new energies

Scorecard aligned for Directors and staff

Each year targets are set for the scorecard considering stretch and past performance

Annual bonus scorecard design

Strategy drives change

Remuneration follows and supports strategy

Cash flow from operating activities Operational excellence Sustainable development

2017 2018

5% Process safety

5% Personal safety

10% GHG management

10% Environment

10% Safety

Scope expanded2:

Upstream and Integrated Gas GHG intensity in million tonnes CO2e (4%)

Refining GHG intensity measured in tonnes CO2e per UEDC1 (3%)

Chemicals GHG intensity measured in tonnes CO2e per tonne of chemicals production (3%)

5% Process safety

5% Personal safety

10% GHG management

1 Solomon’s Utilised Equivalent Distillation Capacity; 2 Updated 15 October 2018: % reflect the weighting for 2017, the definition is for 2018. The weighting and full 2018 scorecard architecture will become available in the 2018 Annual Report


Gerard KleisterleeChair of the Remuneration CommitteeRoyal Dutch Shell plc


GerritZalm

Sir Nigel SheinwaldGCMG

GerardKleisterleeChair

Catherine J. Hughes

Responsibilities

Setting the Directors’ remuneration policy

Review workforce remuneration and related policies

Agreeing performance frameworks, setting targets for remuneration and reviewing performance

Determining the actual remuneration, benefits and contractual terms

Monitoring and recommending the structures and levels of remuneration for other seniorexecutives

RemunerationCommittee


Areas of focus

REMCO

Ongoing shareholder

engagement

throughout

policy review

Royal Dutch Shell December 13, 2018

2018 2018 AGM voting Early considerations on 2020

remuneration policy review Shareholder and proxy agency dialogue Energy transition and remuneration

2019 Engage with shareholders Conclude policy review Incoming changes to governance and reporting

Nov 2016

May 2017

March2018

May 2018

Summer 2018

Nov 2018

Winter 2018

2018 -2019

May 2020

Shareholder engagement on remuneration policy

Shareholder vote on remuneration policy (92.3% support)

Remunerationreportpublished

Shareholder vote on 2017 remuneration report (74.78%)

Proxy agency engagement

Shareholder engagement

Proxy agency engagement

Ongoing remuneration policy review and shareholder/ proxy engagement

Shareholder vote on remuneration policy

Policy review

2018 AGM voting

Directors’ Remuneration Report

2017 AGM Remuneration policy support: 92.3%

2018 AGM Remuneration report support: 74.78%

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 respect the broad range of shareholders and other stakeholders and noted the evolution of views from ISS on remuneration structure and concerns around disclosures in respect of the Pakistan incident.

Considering circumstances outside of management control, there was no impact on the Directors’ 2017 remuneration. For further information relating to this incident, please review our detailed disclosure.

We will consider future disclosures, to ensure the thoughtful work undertaken by the Board is more appropriately reflected in the Annual Report.

Remuneration structure will be part of the policy review (to be voted on in May 2020) and we will continue engagements with shareholders in the coming months.


https://www.shell.com/investors/environmental-social-and-governance/corporate-governance-library/_jcr_content/par/expandablelist/expandablesection.stream/1525363312436/932d44f4a1810901895e44f9776a6a262ddd04584791241c27d03d2cc0de9210/rds-additional-information-directors-remuneration-report-2017.pdf

Alignment with strategy

Strategy How the strategy links to the CEO’s variable pay elements

Thrive in the energy transition

World-class investment

case

Strong licence

to operate

CEO INDIVIDUAL PERFORMANCE

LONG-TERM INCENTIVE PLAN

ANNUAL BONUS

The vision for thriving in the energy transition is led by

the CEO and embedded in his individual performance targets.

World-class investment metrics such as cash generation and capital

discipline, as well as value created for shareholders, are included

in the LTIP.

Licence to operate measures such as operational excellence and

sustainable development are included in the scorecard. The measures are

key building blocks to being a world-class investment

case and support our journey to thrive in energy transition.

Fixed pay 21% Variable pay 79%Target CEO pay mix


Energy transition Remuneration vehicle Appropriate metric Time horizon

Attract and retain Pay mix Target levels Comparator group

Pay for performance Bonus: structure, measures and targets

(e.g. addressing bonus asymmetry) LTIP: length, vesting schedule and metrics Alternative structures

Governance Malus and clawback Shareholding requirements

Remuneration policy – May 2020

Strategy drives pay, pay supports strategy

Areas of focus


Questions & Answers


RDS Governance structure &board responsibilities

Finance Corporate & Human ResourcesLegal

Royal Dutch Shell 35

Executive Committee – led by CEO

Board – led by Chair

December 13, 2018

Audit CommitteeCorporate and

Social Responsibility Committee

Nomination and Succession Committee Remuneration Committee

Upstream Integrated Gas & New Energies Downstream Projects & Technology

Risk appetite framework

Strategic Operational Conduct


Financial Framework

Royal Dutch Shell April 16, 2018

Oversight of climate change risk management

37

Corporate and Social Responsibility Committee (CSRC) (2)

Audit Committee(AC) (3)

Remuneration Committee(REMCO) (4)

Board of RoyalDutch Shell plc (1)

Executive CommitteeGovernance and Commitment

Quarterly reports, work issues, choose options, developing scorecard

NCF Analysis Strategic Decisions

Monitoring and Reporting

(1) Oversight of climate change risk management. (2) Non-executive Directors appointed by Board to

review and advise on sustainability policies and practices including climate change.

(3) Non-executive Directors appointed by the Board to oversee the effectiveness of the system of risk management and internal control.

(4) Non-executive Directors appointed by the Board to set the remuneration policy in alignment with strategy.

NCF Forecasting

NCF Methodology, Model and Analysis

Business Ownership

Functional Support

December 13, 2018

AspiredPortfolio Premises Business

Planning

Assurance SocietalProgress Reporting

Royal Dutch Shell April 16, 2018

Thrive in the energy transition

Driving to resilience and ambition

Demonstrating Shell’s approach across multiple time horizons

TIME HORIZON

SHORT TERMGHG

management

Focussed on operational action

Included in annual bonus scorecard

MEDIUM TERMStrategic positioning and

portfolio resilience

Disclosures aligned to TCFD recommendations

Demonstrate financial resilience of portfolio to energy transition and climate change actions

LONG TERMNet Carbon Footprint (NCF)

NCF methodology covers lifecycle emissions from our energy products

Energy transition and remuneration being considered in current REMCO policy review

1-3 YEARS 5-10 YEARS >10 YEARS

5% Process safety

5% Personal safety

10% GHG management

Sustainable

development

38December 13, 2018

Financial framework

Capital stewardship

Excludes BG acquisition in 2016; historical BG capital investment is based on BG’s published Annual Report. 2018-2020 capital investment outlook excludes IFRS 16 impact. Definition and reconciliation can be found in the Investors’ Highlights 2013-2017.

Capital investment

$25-30 billion organic & inorganic

Board Oversight Driving cash &

returns

Strategic Themes: Today to 2020

-$12 billion

30

25

Shell

BG


SHALESNEW ENERGIES

Growth priorities

CHEMICALS DEEP WATER

Emerging opportunities

Cash engines

CONVENTIONAL OIL + GAS

OIL PRODUCTS

INTEGRATED GAS

http://reports.shell.com/investors-handbook/2017/data/financial-data/additional-segmental-information-and-capital-data.html

Board evaluation and succession planning

Performance evaluation –

confidential online questionnaire,

external facilitation

Chair Performance evaluated by anonymised

questionnaire by all Board members

External facilitator

Led by Nomination& Succession Committee

Board

Executive Director

Executive Committee

Evaluation Succession planning

Key considerations:

Effectiveness

Implementation of previous

recommendations

Major challenges past & future

Key considerations:

Senior leadership enablers

Performance history

Future role requirements

UK Corporate Governance Code

Annual process 3-yearly Longer-term, ongoing


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