More annual reports from Shell:
2020 ReportPeers and competitors of Shell:
Cenovus Energy(cid:2)(cid:3)(cid:3)(cid:4)(cid:2)(cid:5)(cid:6)(cid:7)(cid:8)(cid:9)(cid:10)(cid:7)(cid:11)
(cid:2)(cid:3)(cid:4)(cid:5)(cid:6)(cid:7)(cid:8)(cid:9)(cid:10)(cid:11)(cid:12)(cid:7)(cid:13)(cid:12)(cid:14)(cid:6)(cid:6)(cid:7)(cid:15)(cid:6)(cid:11)(cid:7)(cid:5)(cid:16)(cid:16)(cid:9)(cid:5)(cid:6)(cid:7)(cid:2)(cid:14)(cid:15)(cid:3)(cid:2)(cid:10)(cid:7)
(cid:5)(cid:16)(cid:8)(cid:7)(cid:17)(cid:3)(cid:2)(cid:18)(cid:7)(cid:19)(cid:20)(cid:21)(cid:17)(cid:7)(cid:17)(cid:3)(cid:2)(cid:7)(cid:10)(cid:12)(cid:14)(cid:7)(cid:4)(cid:14)(cid:5)(cid:2)(cid:7)(cid:14)(cid:16)(cid:8)(cid:14)(cid:8)(cid:7)
(cid:8)(cid:14)(cid:11)(cid:14)(cid:18)(cid:22)(cid:14)(cid:2)(cid:7)(cid:23)(cid:24)(cid:25)(cid:7)(cid:19)(cid:20)(cid:24)(cid:20)
(cid:10)(cid:4)(cid:7)(cid:6)(cid:18)(cid:4)(cid:14)(cid:12)(cid:3)(cid:8)(cid:14)(cid:14)(cid:8)(cid:14)
a
c
d
E
b
J
M
F
M
H
G
K
I
p
p
p
N
0
1(cid:16)(cid:8)-(cid:12)1(cid:2)(cid:5)
(cid:9)(cid:7)(cid:10)(cid:17)(cid:4)1(cid:11)(cid:14)(cid:6)
(cid:4)(cid:14)(cid:8)(cid:17)(cid:6)+(cid:10)(cid:7)
(cid:2)(cid:7)(cid:15)’!#&(cid:29)*#
(cid:2)(cid:7)(cid:11)+!&(cid:29))0#
(cid:2)(cid:7)(cid:8)(cid:31)&(cid:31)"0(cid:31))&#
(cid:7)(cid:8)+(cid:12)(cid:3)(cid:8)(cid:17)(cid:6)(cid:10)(cid:12)(cid:5)(cid:6)
(cid:9)(cid:7)(cid:10)(cid:17)(cid:4)1(cid:11)(cid:14)
(cid:2)(cid:7)(cid:17)/(cid:31)’#
(cid:2)(cid:7)(cid:6)/7"(cid:29)*!)&#
(cid:2)(cid:7)(cid:22)(cid:29)&/.(cid:31))
(cid:2)(cid:7)(cid:7)(cid:6)(cid:29)A/(cid:31)((cid:31)%(cid:7)
,(cid:31)&"+’(cid:31)/.(cid:7)0!#
0(cid:2)(cid:14)(cid:6)(cid:2)(cid:3)(cid:17)
(cid:8)(cid:5)(cid:8)1(cid:11)(cid:7)(cid:12)1(cid:12)(cid:11).
(cid:2)(cid:7)(cid:26))%/#&"(cid:29)!’(cid:7)/#(cid:31)
(cid:2)(cid:7)(cid:8)+.(cid:31)#&(cid:29)*(cid:7)/#(cid:31)
l
O
(cid:8)(cid:3)(cid:8)(cid:7)0.(cid:6)+(cid:10)(cid:7)(cid:6)(cid:2)(cid:6)1(cid:16)(cid:2)(cid:3)0(cid:12)(cid:3)0(cid:6)$(cid:10)(cid:7)(cid:5)(cid:17)
6’+7!’(cid:7)(cid:31))(cid:31)"0 (cid:7)%(cid:31).!)%(cid:7)(cid:29)#(cid:7)"(cid:29)#(cid:29))0(cid:7)!)%(cid:7)#+(cid:7)!"(cid:31)(cid:7)
*+)#/.(cid:31)"(cid:7)(cid:31)8,(cid:31)*&!&(cid:29)+)#(cid:7)(cid:28)(cid:7).+"(cid:31)(cid:7),(cid:31)+,’(cid:31)(cid:7)4!)&(cid:7)
(cid:31))(cid:31)"0 (cid:7)-"+.(cid:7)*’(cid:31)!)(cid:31)"(cid:7)#+/"*(cid:31)#1(cid:7)(cid:5)&(cid:7)(cid:13)5(cid:31)’’(cid:7)4(cid:31)(cid:7)
4+"9(cid:7)4(cid:29)&5(cid:7)+&5(cid:31)"#(cid:7)&+(cid:7)/)’+*9(cid:7))(cid:31)4(cid:7)(cid:31))(cid:31)"0 (cid:7)
#+/"*(cid:31)#(cid:7)!)%(cid:7)#A/(cid:31)(cid:31)B(cid:31)(cid:7).+"(cid:31)(cid:7)-"+.(cid:7)45!&(cid:7)4(cid:31)(cid:7)
5!(cid:30)(cid:31)1(cid:7)3(cid:31)(cid:7)!"(cid:31)(cid:7)()%(cid:29))0(cid:7)4! #(cid:7)&+(cid:7)’+4(cid:31)"(cid:7)+/"(cid:7)
(cid:31).(cid:29)##(cid:29)+)#(cid:7)!)%(cid:7)5(cid:31)’,(cid:29))0(cid:7)*/#&+.(cid:31)"#(cid:7)&+(cid:7)%+(cid:7)&5(cid:31)(cid:7)
#!.(cid:31)(cid:7)4(cid:29)&5(cid:7)&5(cid:31)(cid:29)"#1(cid:7)(cid:26))(cid:7)7/(cid:29)’%(cid:29))0(cid:7)!(cid:7)7(cid:31)&&(cid:31)"(cid:7)(cid:31))(cid:31)"0 (cid:7)
-/&/"(cid:31)(cid:7)4(cid:31)(cid:7)!’’(cid:7)5!(cid:30)(cid:31)(cid:7)!(cid:7),!"&(cid:7)&+(cid:7),’! 1(cid:7)(cid:13)5(cid:31)’’(cid:7)(cid:29)#(cid:7)
%+(cid:29))0(cid:7)(cid:29)&#(cid:7),!"&1
(cid:4)(cid:9)(cid:14)(cid:11)(cid:7)(cid:8)(cid:2)-
(cid:17)(cid:10)$(cid:3)(cid:14)(cid:11)(cid:7)(cid:8)(cid:2)-
a(cid:7)(cid:14)8,’+"(cid:29))0(cid:7)-+"(cid:7)+(cid:29)’(cid:7)!)%(cid:7)0!#
b(cid:7)(cid:8)(cid:31)(cid:30)(cid:31)’+,(cid:29))0(cid:7)((cid:31)’%#(cid:7)
c(cid:7)(cid:15)"+%/*(cid:29))0(cid:7)+(cid:29)’(cid:7)!)%(cid:7)0!#
d(cid:7)(cid:18)(cid:29))(cid:29))0(cid:7)+(cid:29)’(cid:7)#!)%#(cid:7)
(cid:7)(cid:7)
E(cid:7)(cid:14)8&"!*&(cid:29))0(cid:7)7(cid:29)&/.(cid:31))
F(cid:7)(cid:6)(cid:29)A/(cid:31)- (cid:29))0(cid:7)0!#(cid:7)7 (cid:7)*++’(cid:29))0(cid:7)C(cid:6)(cid:16)6D(cid:7)
G(cid:7)(cid:2)(cid:31)0!#(cid:29)- (cid:29))0(cid:7)(cid:6)(cid:16)6
H(cid:7)(cid:7)(cid:11)+)(cid:30)(cid:31)"&(cid:29))0(cid:7)0!#(cid:7)&+(cid:7)’(cid:29)A/(cid:29)%(cid:7),"+%/*&#(cid:7)C6(cid:10)(cid:6)D(cid:7)
I 6(cid:31))(cid:31)"!&(cid:29))0(cid:7)4(cid:29))%(cid:7)(cid:31))(cid:31)"0
J (cid:2)(cid:31)()(cid:29))0(cid:7)+(cid:29)’(cid:7)(cid:29))&+(cid:7)-/(cid:31)’#(cid:7)!)%(cid:7)’/7"(cid:29)*!)&#
K(cid:7)(cid:7)(cid:15)"+%/*(cid:29))0(cid:7),(cid:31)&"+*5(cid:31).(cid:29)*!’#(cid:7)
l(cid:7)(cid:7)(cid:8)(cid:31)(cid:30)(cid:31)’+,(cid:29))0(cid:7)7(cid:29)+-/(cid:31)’#
m(cid:7)(cid:10)"!%(cid:29))0
n(cid:7)(cid:13)/,,’ (cid:7)!)%(cid:7)%(cid:29)#&"(cid:29)7/&(cid:29)+)
o(cid:7)(cid:2)(cid:31)&!(cid:29)’(cid:7)#!’(cid:31)#
p(cid:7)(cid:22)/#(cid:29))(cid:31)##(cid:21)&+(cid:21)7/#(cid:29))(cid:31)##(cid:7)#!’(cid:31)#
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 20-F
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2010
Commission file number 1-32575
Royal Dutch Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organisation)
Carel van Bylandtlaan 30, 2596 HR, The Hague, The Netherlands
Tel. no: 011 31 70 377 9111
(Address of principal executive offices)
Securities registered pursuant to Section 12(b) of the Act
Title of Each Class
American Depositary Shares representing Class A ordinary shares
of the issuer of an aggregate nominal value e0.07 each
American Depositary Shares representing Class B ordinary shares
of the issuer of an aggregate nominal value of e0.07 each
1.30% Guaranteed Notes due 2011
5.625% Guaranteed Notes due 2011
Floating Rate Guaranteed Notes due 2011
4.95% Guaranteed Notes due 2012
Floating Rate Guaranteed Notes due 2012
1.875% Guaranteed Notes due 2013
4.0% Guaranteed Notes due 2014
3.1% Guaranteed Notes due 2015
3.25% Guaranteed Notes due 2015
5.2% Guaranteed Notes due 2017
4.3% Guaranteed Notes due 2019
4.375% Guaranteed Notes due 2020
6.375% Guaranteed Notes due 2038
5.5% Guaranteed Notes due 2040
Name of Each Exchange on Which Registered
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered
by the annual report.
Outstanding as of December 31, 2010:
3,480,868,822 Class A ordinary shares of the nominal value of e0.07 each.
2,673,333,694 Class B ordinary shares of the nominal value of e0.07 each.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
¥ Yes
n No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934.
n Yes
¥ No
Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
n No
(2) has been subject to such filing requirements for the past 90 days.
¥ Yes
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.
See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¥ Accelerated filer n Non-accelerated filer n
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP n International Financial Reporting Standards as issued by the International Accounting Standards Board ¥ Other n
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant
Item 17 n Item 18 n
has elected to follow.
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
n Yes
¥ No
Copies of notices and communications from the Securities and Exchange Commission should be sent to:
Royal Dutch Shell plc
Carel van Bylandtlaan 30
2596 HR, The Hague, The Netherlands
Attn: Mr. M. Brandjes
2
Shell Annual Report and Form 20-F 2010
About this Report
ABBREVIATIONS
CURRENCIES
$
£
¤
CHF
UNITS OF MEASUREMENT
US dollar
sterling
euro
Swiss franc
approximately 0.4 hectares or 0.004 square kilometres
barrels (per day)
billion cubic feet per day
barrels of oil equivalent (per day); natural gas has been converted to oil
equivalent using a factor of 5,800 scf per barrel
million British thermal units
million tonnes per annum
megawatts
volumes are converted to a daily basis using a calendar year
standard cubic feet
acre
b(/d)
bcf/d
boe(/d)
MMBtu
mtpa
MW
per day
scf
PRODUCTS
GTL
LNG
LPG
NGL
MISCELLANEOUS
ADS
AGM
CCS
CO2
DBP
EMTN
EPS
FID
GHG
HSSE
IFRIC
IFRS
LTIP
NGO
OML
OPEC
OPL
PSA
PSC
PSP
R&D
REMCO
RSP
SEC
TRCF
TSR
WTI
gas to liquids
liquefied natural gas
liquefied petroleum gas
natural gas liquids
American Depositary Share
Annual General Meeting
current cost of supplies
carbon dioxide
Deferred Bonus Plan
euro medium-term note
earnings per share
Final Investment Decision
greenhouse gas
health, safety, security and environment
Interpretation(s) issued by the IFRS Interpretations Committee
International Financial Reporting Standard(s)
Long-term Incentive Plan
non-governmental organisation
onshore oil mining lease
Organization of the Petroleum Exporting Countries
oil prospecting licence
production-sharing agreement
production-sharing contract
Performance Share Plan
research and development
Remuneration Committee
Restricted Share Plan
United States Securities and Exchange Commission
total recordable case frequency
total shareholder return
West Texas Intermediate
Shell Annual Report and Form 20-F 2010
About this Report
3
ABOUT THIS REPORT
This Report serves as the Annual Report and Accounts in accordance
with UK requirements and as the Annual Report on Form 20-F as filed
with the US Securities and Exchange Commission (SEC) for the year
ended December 31, 2010, for Royal Dutch Shell plc (the Company)
and its subsidiaries (collectively known as Shell). It presents the
Consolidated Financial Statements of Shell (pages 98–138) and the
Parent Company Financial Statements of Shell (pages 158–167). Cross
references to Form 20-F are set out on pages 175–176 of this Report.
In this Report “Shell” is sometimes used for convenience where
references are made to the Company and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
subsidiaries in general or to those who work for them. These
expressions are also used where no useful purpose is served by
identifying the particular company or companies. “Subsidiaries”,
“Shell subsidiaries” and “Shell companies” as used in this Report refer
to companies over which the Company, either directly or indirectly, has
control through a majority of the voting rights or the right to exercise
control or to obtain the majority of the benefits and be exposed to the
majority of the risks. The Consolidated Financial Statements
consolidate the financial statements of the parent company and all
subsidiaries. The companies in which Shell has significant influence but
not control are referred to as “associated companies” or “associates”
and companies in which Shell has joint control are referred to as
“jointly controlled entities”. Joint ventures are comprised of jointly
controlled entities and jointly controlled assets. In this Report,
associates and jointly controlled entities are also referred to as “equity-
accounted investments”.
The term “Shell interest” is used for convenience to indicate the direct
and/or indirect ownership interest held by Shell in a venture,
partnership or company, after exclusion of all third-party interests. (For
example, Shell interest in Woodside Petroleum Ltd is 24%.)
Except as otherwise specified, the figures shown in the tables in this
Report represent those in respect of subsidiaries only, without deduction
of the non-controlling interest. However, the term “Shell share” is used
for convenience to refer to the volumes of hydrocarbons that are
produced, processed or sold through both subsidiaries and equity-
accounted investments. All of a subsidiary’s share of production,
processing or sales volumes are included in the Shell share, even if
Shell owns less than 100% of the subsidiary. In the case of equity-
accounted investments, however, Shell-share figures are limited only to
Shell’s entitlement. In all cases, royalty payments in kind are deducted
from the Shell share.
The financial statements contained in this Report have been prepared in
accordance with the provisions of the Companies Act 2006, Article 4
of the International Accounting Standards (IAS) Regulation and with
both International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB) and IFRS as adopted
by the European Union. IFRS as defined above includes interpretations
issued by the IFRS Interpretations Committee.
Except as otherwise noted, the figures shown in this Report are stated in
US dollars. As used herein all references to “dollars” or “$” are to the
US currency.
The Business Review and other sections of this Report contain forward-
looking statements (within the meaning of the United States
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 “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”,
“intend”, “may”, “objectives”, “outlook”, “plan”, “probably”,
“project”, “risks”, “scheduled”, “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 Report, 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) reserve 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 as a result of
climate changes; (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. Also see “Risk factors” for additional
risks and further discussion. All forward-looking statements contained
in this Report 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. Each forward-
looking statement speaks only as of the date of this Report. Neither the
Company 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 Report.
This Report contains references to Shell’s website. These references are
for the readers’ convenience only. Shell is not incorporating by
reference any information posted on www.shell.com.
Documents on display
Documents concerning the Company, or its predecessors for reporting
purposes, which are referred to in this Report have been filed with the
SEC and may be examined and copied at the public reference facility
maintained by the SEC at 100 F Street, N.E., Room 1580,
Washington, D.C. 20549, USA. For further information on the
operation of the public reference room and the copy charges, please
call the SEC at 1-800-SEC-0330. All of the SEC filings made
electronically by Shell are available to the public at the SEC website at
www.sec.gov (commission file number 1-32575). This Report is also
available, free of charge, at www.shell.com/annualreport or at the
offices of Shell in the Hague, the Netherlands and London, UK. Copies
of this Report also may be obtained, free of charge, by mail.
4
Shell Annual Report and Form 20-F 2010
About this Report
TABLE OF CONTENTS
5
6
8
8
10
11
13
16
19
36
43
44
48
50
53
56
57
61
77
88
97
139
157
170
175
177
Chairman’s message
Chief Executive Officer’s review
Business Review
Key performance indicators
Selected financial data
Business overview
Risk factors
Summary of results and strategy
Upstream
Downstream
Corporate
Liquidity and capital resources
Our people
Environment and society
The Board of Royal Dutch Shell plc
Senior Management
Report of the Directors
Directors’ Remuneration Report
Corporate governance
Additional shareholder information
Consolidated Financial Statements
Supplementary information – Oil and gas
Parent Company Financial Statements
Royal Dutch Shell Dividend Access Trust Financial Statements
Cross Reference to Form 20-F
Exhibits
Shell Annual Report and Form 20-F 2010
Chairman’s message
5
CHAIRMAN’S MESSAGE
Macroeconomic conditions in 2010 were considerably better than they
were in 2009. The price of crude oil rose. So too did the price of traded
natural gas, despite being weighed down by the abundant supplies
from North America. Oil-product and chemical margins also
strengthened. Conditions remained challenging for refining, though.
On the upswing
The resumption of economic growth – particularly in Asia – has set
energy demand on its upward course again. The increasing
populations of developing countries will impart further momentum to the
trend. To meet that surging demand, energy of all sorts will be needed –
not just oil and gas but also nuclear and renewables.
The sheer scale of the energy demand build-up, however, limits the
speed with which alternative sources can capture market share. Even if
renewable energy sources develop faster than any energy source ever
did, we believe that they could provide no more than 30% of global
energy by 2050. Fossil fuels and uranium will continue to supply the
bulk of the world’s energy for the foreseeable future, and the energy
industry has to do what it can to ameliorate their known environmental
impacts.
More recently, events in north Africa showed how quickly momentum
for political change can develop. It is still too early to tell whether they
have lasting implications for the global supply of energy. We continue
to monitor developments in the region closely.
Technology and innovation
Fortunately, human creativity has proved to be remarkably adept at
reconciling the often conflicting constraints that economic growth,
political authority, individual well-being and environmental protection
impose. Still, those who ultimately balance the pull and push of these
constraints occasionally get it wrong – sometimes tragically so, as
happened with the Deepwater Horizon.
The incident provided the basis for a thorough review of our global
safety standards and procedures. Our review confirmed that they are
among the most stringent in the world.
We are also directing part of our R&D effort to produce transport fuels
from biomass. By taking inedible plant matter as feedstock, we can
ensure that these advanced biofuels do not compete for resources with
food crops. Until they are ready for commercialisation, we will continue
working with industrial bodies, governments and other organisations to
establish sustainability standards for conventional biofuels.
We are participating in projects to demonstrate techniques for
capturing carbon dioxide at its source and storing it permanently
underground. Such carbon capture and storage will be a necessary
adjunct to fossil-fuel power plants and other large CO2-emitting
installations by 2050, according to the International Energy Agency.
And we are constantly thinking of ways to improve the efficiency with
which we – and our customers – use energy and raw materials.
We laid out a strategy in 2010 that helps us manage the way we
allocate R&D resources. It distinguishes between “core”, “first” and
“emerging” technologies on the basis of whether they can be
immediately applied in our existing activities, whether they open new
business opportunities in the medium term or whether they have the
potential to change the very nature of the energy industry in the long
term.
But our innovations go beyond the purely technological.
To supply energy to Asia’s fast-growing markets, we have teamed up
with Chinese national oil companies to develop energy resources not
only inside but also outside China – in Australia, Qatar and Syria. We
also intend to move into the sugar industry through a joint venture with
Cosan in Brazil. The proposed joint venture will produce and sell
ethanol biofuel, sugar and power from sugar cane.
Creating the future together
Our technological and commercial innovations are helping create a
low-carbon energy system that is not only secure and affordable but
also sustainable – in the widest sense of the word. For the sake of our
industry, we will keep working with regulators and international
organisations to improve its safety and environmental regimes. Both
resource holders and resource consumers stand to gain from these
efforts. And so too will our shareholders.
With this important lesson in mind, we will continue to apply our
creativity to develop technologies for discovering new energy
resources and making previously uneconomic ones viable. We think it
makes a lot of sense to focus our innovation on natural gas, the
cleanest-burning fossil fuel.
Jorma Ollila
Chairman
6
Shell Annual Report and Form 20-F 2010
Chief Executive Officer’s review
CHIEF EXECUTIVE OFFICER’S
REVIEW
2010 was a good year for Shell. In the wake of a global economic
crisis we improved our operating performance and competitive position
thanks to the dedication and creativity of our employees around the
world. We made progress in focusing our portfolio of assets on our
strengths in both Upstream and Downstream. And we were busy
generating new opportunities for further growth over the period
2014–2020.
We are delivering on our strategy, which is based on performance
now, growth from new projects and creating options for the future.
Financial and operational results
Our earnings for the year were $20.5 billion, up 61% from 2009. On
the basis of estimated current cost of supplies, our earnings per share
increased by 90%. And cash flow from operating activities, excluding
net working capital movements, was 40% higher.
Oil and gas production volumes increased by 5%, and sales volumes of
liquefied natural gas (LNG) rose by 25%. Sales volumes of oil products
and chemical products also grew – by 5% and 13% respectively.
Our declared dividends for the year underscored our commitment to
shareholder returns. They totalled $10.2 billion – the largest in our
sector.
Safety and the environment
We drove down our occupational injury rate again for the sixth straight
year. Regrettably, we still had 12 work-related fatalities in 2010. Seven
of them were related to road accidents, and two were related to
security incidents. So we must continue to implement rigorous safety
practices, particularly those related to driving. As we develop new
projects in countries where there are security risks, we need to continue
to carefully assess the threat and implement controls to safeguard
people. And, as events in north Africa have made clear, we have to
keep our contingency plans ready for activation on short notice.
Since April 2010, public discussions about safety in the oil industry
have been dominated by the Deepwater Horizon incident in the Gulf of
Mexico. This tragic incident reflects poorly on our industry. It will take a
lot of effort to re-establish trust in our industry.
Reaching targets
In 2010, we reduced our costs by $2 billion, or around 5%, and both
acquired and divested assets of $7 billion. These actions helped
improve returns and capital efficiencies. They also reflect the priority
we give to continual improvement along all fronts within our
organisation. I am indebted to the more than 93,000 Shell employees
who bring about these improvements, sometimes under trying
circumstances.
We brought six key projects on-stream in 2010, and several more are
nearly there. Thanks largely to them, we are on track to reach the 2012
performance targets we set back in 2009: 11% more production and at
least 80% more cash flow at an oil price greater than $80 per barrel. In
Nigeria the Gbaran-Ubie project is now producing both oil and gas
from a collection of fields. Production also started at our Perdido
offshore platform, which taps fields in the Gulf of Mexico in record-
setting water depths. We also saw the first output increases from the
expansion of the Athabasca Oil Sands project in Canada. And in
Qatar we completed major construction at our Pearl gas-to-liquids (GTL)
plant and began producing LNG at the Qatargas 4 plant in January
2011.
In Downstream in 2010, our Shell Eastern Petrochemicals Complex
(SEPC) in Singapore began to operate as a fully integrated refinery and
petrochemical hub. The SEPC is the largest petrochemical project ever
undertaken by Shell. It enables us to maintain a leading position in the
expanding Asian market.
We also made good progress in the restructuring of our Downstream
businesses in 2010. We sold refining and marketing assets in several
countries – Finland, Sweden, Greece and New Zealand, to name a
few. In certain cases, service stations will remain Shell-branded through
licensing agreements with the new owners. Such divestments allow us
to concentrate our commercial strengths in large markets or markets
with growth potential.
Options for the longer term
In 2010, we assembled ample opportunities for growth beyond 2012.
We took the Final Investment Decision on two new oil and gas projects
in deep water – one in the Gulf of Mexico and the other offshore Brazil.
In Australia the Gorgon joint venture is constructing facilities for one of
the world’s largest natural gas projects, and we are nearing a Final
Investment Decision on whether to develop the Prelude and Concerto
offshore gas fields on the basis of a floating LNG plant.
We agree with the majority of the findings of the US National
Commission report on the incident. In fact, our safety procedures
already conform to many of the recommendations in the report. Drilling
responsibilities at our rigs are clear, and we assure both ourselves and
regulators that all necessary safety measures have been put in place.
We signed contracts with our partners to develop the Majnoon and
West Qurna fields in Iraq. And we agreed to join Qatar Petroleum in a
study of the feasibility of building a major petrochemical complex at the
same industrial site where the Qatargas 4 and Pearl GTL plants are
located.
Our good safety record shows that we have the capability to access oil
and gas safely and responsibly in hard-to-reach places, such as under
deep or Arctic waters, and in remote or geologically challenging
onshore locations.
Continued efforts to improve our environmental performance met with
some success in 2010. The number of operational oil spills was down
significantly from 2009. And we made progress in our ongoing
emission-reduction plans in Nigeria, where we began working on
further projects worth more than $2 billion to capture more of the gas
associated with oil production.
We added to our shale-gas holdings in 2010. These consist of gas-
bearing shale formations that must be fractured in order for the gas to
flow freely to the wells. We acquired acreage in the Eagle Ford
formation of south Texas and the Marcellus formation of north-eastern
USA. These acquisitions bring our total North American holdings in
such formations to some 3.6 million acres.
We also signed a contract in 2010 to explore, appraise and develop
more gas resources in the Sichuan and Ordos Basins in China. The
area over which we are now conducting onshore gas operations in
China totals some 12,000 square kilometres (about 3 million acres) –
roughly one-third the size of the Netherlands. We additionally
Shell Annual Report and Form 20-F 2010
Chief Executive Officer’s review
7
partnered with PetroChina to buy Arrow Energy, which has coalbed
methane resources in Australia.
Our exploration programme made nine notable discoveries in 2010.
Additions to our proved reserves exceeded our production volumes for
the year. We plan to spend some $3 billion in 2011 in our continuing
search for more resources.
In Downstream, we continued our investments to increase refining
capability in the US Gulf Coast. We also signed binding agreements
with Cosan to form a marketing and biofuels joint venture in Brazil.
Through it, we will for the first time become a wholesale producer of
ethanol derived from sugar cane. We think such biofuels provide the
most commercially feasible way for us to reduce carbon dioxide
emissions from road transport over the next two decades. And for the
longer term we will bring to the venture the results of our advanced-
biofuels R&D programme.
To make our R&D programme an intrinsic part of Shell’s strategic
objectives, we adopted a new technology strategy in 2010. It
emphasises continued strong investment in research, speeding up the
commercialisation of ideas, and working more closely with strategic
external partners, such as customers and universities.
Making our strategy deliver value
Our successful projects and future growth opportunities help us
increase our potential value to partners, customers and shareholders
alike. But there is still more to come.
I know I speak for my colleagues at Shell when I say that we are eager
to get on with the job.
Peter Voser
Chief Executive Officer
8
Shell Annual Report and Form 20-F 2010
Business Review fl Key performance indicators
BUSINESS REVIEW
KEY PERFORMANCE
INDICATORS
Total shareholder return
2010 17.0%
2009 22.6%
Refinery and chemical plant availability
2010 92.4%
2009 93.3%
Total shareholder return (TSR) is the difference between the share price
at the start of the year and the share price at the end of the year, plus
gross dividends delivered during the calendar year (reinvested
quarterly), expressed as a percentage of the year-start share price. The
TSRs of major publicly traded oil and gas companies can be directly
compared, providing a way to determine how Shell is performing
against its industry peers.
Refinery and chemical plant availability is the weighted average of the
actual uptime of plants as a percentage of their maximum possible
uptime. The weighting is based on the capital employed. It excludes
downtime due to uncontrollable factors, such as hurricanes. This
indicator is a measure of operational excellence of Shell’s Downstream
manufacturing facilities.
Total recordable case frequency (injuries per million working hours)
2010 1.2
2009 1.4
Total recordable case frequency (TRCF) is the number of staff or
contractor injuries requiring medical treatment or time off for every
million hours worked. It is a standard measure of occupational safety.
Net cash from operating activities ($ billion)
2009 21
2010 27
Net cash from operating activities is the total of all cash receipts and
payments associated with our sales of oil, gas, chemicals and other
products. The components that provide a reconciliation from income for
the period are listed in the “Consolidated Statement of Cash Flows”.
This indicator reflects Shell’s ability to generate cash for investment and
distributions to shareholders.
Project delivery (%)
2010 75%
Project delivery is a new key performance indicator. It reflects Shell’s
capability to complete a defined set of projects on time and within
budget, compared with targets set in the annual Business Plan. The set
of projects consists of at least 20 major capital projects that are in the
execution phase (post Final Investment Decision) and are operated by
Shell.
Production available for sale (thousand boe/d)
2009 3,142
2010 3,314
Production is the sum of all average daily volumes of unrefined oil and
natural gas produced for sale. The unrefined oil comprises crude oil,
natural gas liquids and synthetic crude oil. The gas volume is converted
into equivalent barrels of oil to make the summation possible. Changes
in production have a significant impact on Shell’s cash flow.
Sales of liquefied natural gas (million tonnes)
2009 13.4
2010 16.8
Sales of liquefied natural gas (LNG) is a measure of the operational
performance of Shell’s Upstream business and the LNG market
demand.
Shell Annual Report and Form 20-F 2010
Business Review fl Key performance indicators
9
Additional performance indicators
Income for the period ($ million)
2010 20,474
2009 12,718
Proved oil and gas reserves (million boe)
2010 14,249
2009 14,132
Proved oil and gas reserves (excluding reserves attributable to non-
controlling interest in Shell subsidiaries held by third parties) are the
total estimated quantities of oil and gas that geoscience and
engineering data demonstrate, with reasonable certainty, to be
recoverable in future years from known reservoirs, as at December 31,
under existing economic and operating conditions. Gas volumes are
converted into barrels of oil equivalent (boe). Reserves are crucial to an
oil and gas company, since they constitute the source of future
production. Reserves estimates are subject to change based on a wide
variety of factors, some of which are unpredictable; see pages 13–15.
Operational spills over 100 kilograms
2010 193
2009 275
Operational spills reflects the total number of incidents in which
100 kilograms or more of oil or oil products were spilled as a result of
our operations. The number for 2009 was updated from 264 to reflect
completion of investigations into operational spills.
Employees (thousand)
2010 97
2009 101
Employees is calculated as the annual average full-time equivalent
number of employees who are employed by Shell subsidiaries through
full-time and part-time employment contracts.
Income for the period is the total of all the earnings from every business
segment. It is of fundamental importance for a sustainable commercial
enterprise.
Net capital investment ($ million)
2010 23,680
2009 28,882
Net capital investment is capital investment (capital expenditure,
exploration expense, new equity and loans in equity-accounted
investments and leases and other adjustments), less divestment
proceeds. See Notes 2 and 7 to the “Consolidated Financial
Statements” for further information.
Return on average capital employed
2010 11.5%
2009 8.0%
Return on average capital employed (ROACE) is defined as annual
income, adjusted for after-tax interest expense, as a percentage of
average capital employed during the year. Capital employed is the sum
of total equity and total debt. ROACE measures the efficiency of Shell’s
utilisation of the capital that it employs and is a common measure of
business performance; see page 47.
Gearing
2010 17.1%
2009 15.5%
Gearing is defined as net debt (total debt minus cash and cash
equivalents) as a percentage of total capital (net debt plus total equity),
at December 31. It is a measure of the degree to which Shell’s
operations are financed by debt. For further information see Note 16 to
the “Consolidated Financial Statements”.
Earnings per share on an estimated current cost of supplies basis
2010 $3.04
2009 $1.60
Earnings per share on an estimated current cost of supplies (CCS) basis
are calculated in this way: the income attributable to shareholders is
first adjusted to take into account the after-tax effect of oil-price changes
on inventory before it is divided by the average number of shares
outstanding. Without the adjustment, earnings per share are affected
by changes in inventory caused simply by movements in the oil price.
CCS earnings have become the dominant measure used by the Chief
Executive Officer for the purpose of making decisions about allocating
resources to Downstream and assessing its performance. See Notes 2
and 7 to the “Consolidated Financial Statements”.
10
Shell Annual Report and Form 20-F 2010
Business Review fl Selected financial data
SELECTED FINANCIAL DATA
The selected financial data set out below is derived, in part, from the Consolidated Financial Statements. This data should be read in conjunction
with the Consolidated Financial Statements and related Notes, as well as the Business Review in this Report.
CO N S OL I D ATE D STATE ME N T O F I N CO ME AN D OF CO MPRE H E N SI V E I N CO ME DATA
Revenue
Income for the period
Income attributable to non-controlling interest
Income attributable to Royal Dutch Shell plc shareholders
Comprehensive income attributable to Royal Dutch Shell plc
2010
368,056
20,474
347
20,127
2009
278,188
12,718
200
12,518
2008
458,361
26,476
199
26,277
2007
355,782
31,926
595
31,331
$ MILLION
2006
318,845
26,311
869
25,442
shareholders
20,131
19,141
15,228
36,264
30,113
All results are from continuing operations.
CO N S OL I D ATE D B A L AN CE S HE E T D ATA
Total assets
Total debt
Share capital
Equity attributable to Royal Dutch Shell plc shareholders
Non-controlling interest
E A RN I N G S PE R SH ARE
Basic earnings per ¤0.07 ordinary share
Diluted earnings per ¤0.07 ordinary share
S HA RE S
Basic weighted average number of Class A and B shares
2010
322,560
44,332
529
148,013
1,767
2009
292,181
35,033
527
136,431
1,704
2008
282,401
23,269
527
127,285
1,581
2007
269,470
18,099
536
123,960
2,008
2010
3.28
3.28
2009
2.04
2.04
2008
4.27
4.26
2007
5.00
4.99
$ MILLION
2006
235,276
15,773
545
105,726
9,219
$
2006
3.97
3.95
NUMBER
2006
6,132,640,190 6,124,906,119 6,159,102,114 6,263,762,972 6,413,384,207
2008
2010
2007
2009
Diluted weighted average number of Class A and B shares
6,139,300,098 6,128,921,813 6,171,489,652 6,283,759,171 6,439,977,316
O TH E R F I N AN CIA L DATA
Net cash from operating activities
Net cash used in investing activities
Dividends paid
Net cash used in financing activities
Increase/(decrease) in cash and cash equivalents
Earnings/(losses) by segment
Upstream
Downstream [A]
Corporate
Earnings on a current cost of supplies basis
Current cost of supplies adjustment [A] [B]
Income for the period
Net capital investment [B]
Upstream
Downstream
Corporate
Total
2010
27,350
21,972
9,979
1,467
3,725
15,935
2,950
91
18,976
1,498
20,474
21,222
2,358
100
23,680
2009
21,488
26,234
10,717
829
(5,469)
8,354
258
1,310
9,922
2,796
12,718
22,326
6,232
324
28,882
2008
43,918
28,915
9,841
9,394
5,532
26,506
5,309
(69)
31,746
(5,270)
26,476
28,257
3,104
60
31,421
2007
34,461
14,570
9,204
19,393
654
18,094
8,588
1,387
28,069
3,857
31,926
13,555
2,682
202
16,439
$ MILLION
2006
31,696
20,861
8,431
13,741
(2,728)
17,852
8,098
294
26,244
67
26,311
19,840
3,001
140
22,981
[A] With effect from 2010, Downstream segment earnings are presented on a current cost of supplies basis (CCS earnings). On this basis, the purchase price of
volumes sold during the period is based on the estimated current cost of supplies during the same period after making allowance for the estimated tax effect. CCS
earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. CCS earnings have become the dominant measure used by the Chief
Executive Officer for the purposes of making decisions about allocating resources to the segment and assessing its performance. Previously, Downstream segment
earnings were presented applying the first-in, first-out (FIFO) method of inventory accounting. Comparative segment information is consistently presented.
[B] See Notes 2 and 7 to the “Consolidated Financial Statements” for further information.
Shell Annual Report and Form 20-F 2010
Business Review fl Business overview
11
BUSINESS OVERVIEW
History
From 1907 until 2005, Royal Dutch Petroleum Company (Royal Dutch)
and The “Shell” Transport and Trading Company, p.l.c. (Shell
Transport) were the two public parent companies of a group of
companies known collectively as the “Royal Dutch/Shell Group”
(Group). Operating activities were conducted through the subsidiaries
of Royal Dutch and Shell Transport. In 2005, Royal Dutch Shell plc
(Royal Dutch Shell) became the single parent company of Royal Dutch
and Shell Transport, the two former public parent companies of the
Group (the Unification).
Royal Dutch Shell plc (the Company) is a public limited company
registered in England and Wales and headquartered in the Hague, the
Netherlands.
Activities
Shell is one of the world’s largest independent oil and gas companies in
terms of market capitalisation, operating cash flow and oil and gas
production. We aim to sustain our strong operational performance and
continue our investments primarily in countries that have the necessary
infrastructure, expertise and remaining growth potential. Such
countries include: Australia; Brunei; Canada; Denmark; Malaysia; the
Netherlands; Nigeria; Norway; Oman; Qatar; Russia; the UK; the
USA; and, in the coming years, China.
We are bringing new oil and gas supplies on-stream from major field
developments. We are also investing in growing our gas-based
business through liquefied natural gas (LNG) and gas-to-liquids (GTL)
projects. For example, in January 2011, together with our partner, we
brought the Qatargas 4 LNG project on-stream and later in the year we
will start up the world’s largest GTL project also in Qatar. We are also
participating in the Gorgon LNG project in Australia.
At the same time, we are exploring for oil and gas in prolific geological
formations that can be conventionally developed, such as those found
in the Gulf of Mexico, Brazil and Australia. But we are also exploring
for hydrocarbons in formations, such as low-permeability gas reservoirs
in the USA, Australia, Canada and China, which can be economically
developed only by unconventional means.
We also have a diversified and balanced portfolio of refineries and
chemicals plants and are a major distributor of biofuels. We have the
largest retail portfolio of our peers, and delivered strong growth in
differentiated fuels. We have a strong position not only in the major
industrialised countries, but also in the developing ones. The distinctive
Shell pecten, (a trademark in use since the early part of the twentieth
century), and trademarks in which the word Shell appears, support this
marketing effort throughout the world.
Businesses
Upstream International manages the Upstream businesses outside the
Americas. It searches for and recovers crude oil and natural gas,
liquefies and transports gas, and operates the upstream and midstream
infrastructure necessary to deliver oil and gas to market. Upstream
International also manages Shell’s entire LNG business, GTL and the
wind business in Europe. Its activities are organised primarily within
geographical units, although there are some activities that are
managed across the businesses or provided through support units.
Upstream Americas manages the Upstream businesses in North and
South America. It searches for and recovers crude oil and natural gas,
transports gas and operates the upstream and midstream infrastructure
necessary to deliver oil and gas to market. Upstream Americas also
extracts bitumen from oil sands that is converted into synthetic crude oil.
Additionally, it manages the US-based wind business. It comprises
operations organised into business-wide managed activities and
supporting activities.
Downstream manages Shell’s manufacturing, distribution and
marketing activities for oil products and chemicals. These activities are
organised into globally managed classes of business, although some
are managed regionally or provided through support units.
Manufacturing and supply includes refining, supply and shipping of
crude oil. Marketing sells a range of products including fuels,
lubricants, bitumen and liquefied petroleum gas (LPG) for home,
transport and industrial use. Chemicals produces and markets
petrochemicals for industrial customers, including the raw materials for
plastics, coatings and detergents. Downstream also trades Shell’s flow
of hydrocarbons and other energy-related products, supplies the
Downstream businesses, markets gas and power and provides shipping
services. Downstream additionally oversees Shell’s interests in
alternative energy (including biofuels, and excluding wind) and
CO2 management.
Projects & Technology manages the delivery of Shell’s major projects
and drives the research and innovation to create technology solutions.
It provides technical services and technology capability covering both
Upstream and Downstream activities. It is also responsible for providing
functional leadership across Shell in the areas of health, safety and
environment, and contracting and procurement.
12
Shell Annual Report and Form 20-F 2010
Business Review fl Business overview
Segmental reporting
Upstream combines the operating segments Upstream International and
Upstream Americas, which have similar economic characteristics,
products and services, production processes, type and class of
customers and methods of distribution. Upstream and Downstream
earnings include their respective elements of Projects & Technology and
of trading activities. Corporate represents the key support functions
comprising holdings and treasury, headquarters, central functions and
Shell’s self-insurance activities.
R E V E N U E BY BU S I N E S S S E G ME N T
( INCL UDING IN TER-SEGMENT SAL ES)
2010
2009
2008
$ MILLION
Upstream
Third parties
Inter-segment
Downstream
Third parties
Inter-segment
Corporate
Third parties
Inter-segment
32,395
35,803
68,198
335,604
612
336,216
57
–
57
27,996
27,144
55,140
250,104
258
250,362
88
–
88
45,975
42,333
88,308
412,347
466
412,813
39
–
39
R E VE N U E BY G E OG RAP HI CAL A RE A
( EX CL UDING INTER - SEGMENT SAL ES)
$ MILLION
Europe
Asia, Oceania,
Africa
USA
Other Americas
Total
2010
%
137,359 37.3
2009
%
103,424 37.2
2008
%
184,809 40.3
110,955 30.2
77,660 21.1
42,082 11.4
368,056 100.0
80,398 28.9
60,721 21.8
33,645 12.1
278,188 100.0
120,889 26.4
100,818 22.0
51,845 11.3
458,361 100.0
Shell Annual Report and Form 20-F 2010
Business Review fl Risk factors
13
RISK FACTORS
Shell’s operations and earnings are subject to competitive, economic,
political, legal, regulatory, social, industry, business and financial
risks, as discussed below. These could have a material adverse effect
separately, or in combination, on our operational performance,
earnings or financial condition. Investors should carefully consider the
risks discussed below. They should also be aware that our Articles of
Association limit the jurisdictions under which shareholder disputes are
settled (see also below).
Our operating results and financial condition are exposed to
fluctuating prices of crude oil, natural gas, oil products and
chemicals.
Prices of oil, natural gas, oil products and chemicals are affected by
supply and demand, both globally and regionally. Moreover, prices for
oil and gas can move independently from each other. Factors that
influence supply and demand include operational issues, natural
disasters, weather, political instability, conflicts, economic conditions
and actions by major oil-exporting countries. Price fluctuations have a
material effect on our earnings and our financial condition. For
example, in a low oil and gas price environment, Shell would generate
less revenue from its Upstream production, and as a result certain long-
term projects might become less profitable, or even incur losses.
Additionally, low oil and gas prices could result in the debooking of oil
or natural gas reserves, if they become uneconomic in this type of
environment. Prolonged periods of low oil and gas prices, or rising
costs, could also result in projects being delayed or cancelled, as well
as in the impairment of certain assets. In a high oil and gas price
environment, we can experience sharp increases in cost and under
some production-sharing contracts our entitlement to reserves would be
reduced. Higher prices can also reduce demand for our products.
Lower demand for our products might result in lower profitability,
particularly in our Downstream business.
Our ability to achieve strategic objectives depends on how we
react to competitive forces.
We face competition in each of our businesses. While we seek to
differentiate our products, many of them are competing in commodity-
type markets. If we do not manage our expenses adequately, our cost
efficiency might deteriorate and our unit costs might increase. This in
turn might erode our competitive position. Increasingly, we compete
with state-run oil and gas companies, particularly in seeking access to
oil and gas resources. Today, these state-run oil and gas companies
control vastly greater quantities of oil and gas resources than the major,
publicly held oil and gas companies. State-run entities have access to
significant resources and may be motivated by political or other factors
in their business decisions which may harm our competitive position or
access to desirable projects.
The global macroeconomic environment as well as financial
and commodity market conditions influence our operating
results and financial condition as our business model involves
trading, treasury, interest rate and foreign exchange risks.
Shell companies are subject to differing economic and financial market
conditions throughout the world. Political or economic instability affects
such markets. Shell uses debt instruments such as bonds and
commercial paper to raise significant amounts of capital. Should our
access to debt markets become more difficult, the potential impact on
our liquidity could have an adverse effect on our operations. For
example, our net debt increased by $5.6 billion in 2010. Trading and
treasury risks include, among others, exposure to movements in
commodity prices, interest rates and foreign exchange rates,
counterparty default and various operational risks (see also
pages 82–83). As a global company doing business in over
90 countries, we are exposed to changes in currency values and
exchange controls. While we undertake some currency hedging, we do
not do so for all of our activities. The resulting exposure could affect our
earnings and cash flow (see Notes 4 and 23 to the “Consolidated
Financial Statements”).
Our future hydrocarbon production depends on the delivery of
large and complex projects, as well as on our ability to replace
oil and gas reserves.
We face numerous challenges in developing capital projects,
especially large ones. Challenges include uncertain geology, frontier
conditions, the existence and availability of necessary technology and
engineering resources, availability of skilled labour, project delays and
potential cost overruns, as well as technical, fiscal, regulatory, political
and other conditions. These challenges are particularly relevant in
certain developing and emerging market countries, such as
Kazakhstan, Iraq, etc. Such potential obstacles may impair our delivery
of these projects, as well as our ability to fulfil related contractual
commitments, and, in turn, negatively affect our operational
performance and financial position. Future oil and gas production will
depend on our access to new proved reserves through exploration,
negotiations with governments and other owners of known reserves,
and acquisitions. Failure to replace proved reserves could result in
lower future production.
OIL AND GAS PRODUCTION AVAILABLE FOR SALE
MILLION BOE [A]
Subsidiaries
Equity-accounted investments
Total
2010 [B] 2009 [B] 2008
855
355
1,210
828
319
1,147
846
314
1,160
[A] Natural gas has been converted to oil equivalent using a factor of 5,800 scf
per barrel.
[B] Includes synthetic crude oil production.
PROVE D DE VE L OPE D AN D U N DE VE L O PE D
RE S E RVE S [ A] [ B] (AT D EC EMBER 31)
MILLION BOE [C]
Shell subsidiaries
Shell share of equity-accounted
investments
Total
Non-controlling interest [F]
2010 [D] 2009 [D] 2008 [E]
10,176
9,859
7,090
4,097
14,273
24
4,286
14,145
13
3,825
10,915
12
Total less non-controlling interest
14,249
14,132
10,903
[A] We manage our total proved reserves base without distinguishing between
proved oil and gas reserves associated with our equity-accounted investments
and proved oil and gas reserves from subsidiaries.
[B] The SEC and FASB adopted revised standards for oil and gas reserves
reporting from 2009. Reserves for 2008 have been determined on the basis
of the predecessor rules.
[C] Natural gas has been converted to oil equivalent using a factor of 5,800 scf
per barrel.
[D] Includes proved reserves associated with future production that will be
consumed in operations and synthetic crude oil reserves.
[E] Does not include volumes expected to be produced and consumed in
operations or synthetic crude oil reserves.
[F] Represents reserves attributable to non-controlling interest in Shell
subsidiaries held by third parties.
An erosion of our business reputation would have a negative
impact on our brand, our ability to secure new resources, our
licence to operate and our financial performance.
Shell is one of the world’s leading energy brands, and our brand and
reputation are important assets. The Shell General Business Principles
14
Shell Annual Report and Form 20-F 2010
Business Review fl Risk factors
and Code of Conduct govern how Shell and our individual companies
conduct our affairs. While we seek to ensure compliance with these
requirements by all of our 97 thousand employees, it is a challenge.
Failure – real or perceived – to follow these principles, or other real or
perceived failures of governance or regulatory compliance, could harm
our reputation. This could impact our licence to operate, damage our
brand, harm our ability to secure new resources, limit our ability to
access the capital market and affect our operational performance and
financial condition.
Our future performance depends on the successful
development and deployment of new technologies.
Technology and innovation are essential to Shell. If we do not develop
the right technology, do not have access to it or do not deploy it
effectively, the delivery of our strategy, our profitability and our
earnings may be affected. We operate in environments where the most
advanced technologies are needed. While these technologies are
regarded as safe for the environment with today’s knowledge, there is
always the possibility of unknown or unforeseeable environmental
impacts. If these materialise, they might affect our earnings and
financial condition and expose us to sanctions or litigation.
Rising climate change concerns could lead to additional
regulatory measures that may result in project delays and
higher costs.
In the future, in order to help meet the world’s energy demand, we
expect our production to rise and more of our production to come from
unconventional sources than at present. Energy intensity of production
of oil and gas from unconventional sources can be higher than that of
production from conventional sources. Therefore, it is expected that
both the CO2 intensity of our production, as well as our absolute
Upstream CO2 emissions, will increase as our business grows, for
example, from the expansion of oil sands activities in Canada. Also our
Pearl GTL project in Qatar is expected to increase our CO2 emissions
when production begins. Over time, we expect that a growing share of
our CO2 emissions will be subject to regulation and carry a cost. If we
are unable to find economically viable, as well as publicly acceptable,
solutions that reduce our CO2 emissions for new and existing projects
or products, we may incur additional costs in delayed projects or
reduced production in certain projects.
The nature of our operations exposes us to a wide range of
health, safety, security and environment risks.
The health, safety, security and environment (HSSE) risks to which we
are potentially exposed cover a wide spectrum, given the geographic
range, operational diversity and technical complexity of Shell’s daily
operations. We have operations, including oil and gas production,
transport and shipping of hydrocarbons, and refining, in difficult
geographies or climate zones, as well as environmentally sensitive
regions, such as the Arctic or maritime environments, especially in
deep water. This exposes us to the risk, amongst others, of major
process safety incidents, effects of natural disasters, social unrest,
personal health and safety, and crime. If a major HSSE risk
materialises, such as an explosion or hydrocarbon spill, this could result
in injuries, loss of life, environmental harm, disruption to business
activities and, depending on their cause and severity, material damage
to our reputation and eventually loss of licence to operate. Ultimately,
any serious incident could harm our competitive position and materially
impact our earnings and financial condition. In certain circumstances,
liability could be imposed without regard to Shell’s fault in the matter.
An erosion of the business and operating environment in
Nigeria could adversely impact our earnings and financial
position.
We face various risks in our Nigerian operations. These risks include:
security issues surrounding the safety of our people, host communities,
and operations; our ability to enforce existing contractual rights; limited
infrastructure; and potential legislation that could increase our taxes.
The Nigerian government is contemplating new legislation to govern
the petroleum industry which, if passed into law, would likely have a
significant impact on Shell’s existing and future activities in that country
and could adversely affect our financial returns from projects in that
country.
We operate in more than 90 countries, with differing degrees of
political, legal and fiscal stability. This exposes us to a wide
range of political developments that could result in changes to
laws and regulations. In addition, Shell companies face the risk
of litigation and disputes worldwide.
Developments in politics, laws and regulations can, and do, affect our
operations and earnings. Potential developments include: forced
divestment of assets; expropriation of property; cancellation of contract
rights; additional windfall taxes and other retroactive tax claims; import
and export restrictions; foreign exchange controls; and changing
environmental regulations. Certain governments, states and regulatory
bodies have, in the opinion of Shell, exceeded their constitutional
authority by attempting unilaterally to amend or cancel existing
agreements or arrangements; by failing to honour existing contractual
commitments; and by seeking to adjudicate disputes between private
litigants. In our Upstream activities these developments could affect
land tenure, re-writing of leases, entitlement to produced
hydrocarbons, production rates, royalties and pricing. Parts of our
Downstream businesses are subject to price controls in some countries.
From time to time, cultural and political factors play a role in
unprecedented and unanticipated judicial outcomes contrary to local
and international law. When such risks materialise they can affect the
employees, reputation, operational performance and financial position
of Shell, as well as of the Shell companies located in the country
concerned. If we do not comply with policies and regulations, it may
result in regulatory investigations, lawsuits and ultimately sanctions.
Our operations expose us to social instability, terrorism and
acts of war or piracy that could have an adverse impact on our
business.
As seen recently in north Africa and the Middle East, social and civil
unrest, both within the countries in which we operate and
internationally, can, and does, affect operations and earnings.
Potential developments that could impact our business include
international conflicts, including war, acts of political or economic
terrorism and acts of piracy on the high seas, as well as civil unrest and
local security concerns that threaten the safe operation of our facilities
and transport of our products. If such risks materialise, they can result in
injuries and disruption to business activities, which could have a
material negative effect on our operational performance and financial
condition, as well as on our reputation.
We rely heavily on information technology systems for our
operations.
The operation of many of our business processes depends on the
availability of information technology (IT) systems. Our IT systems are
increasingly concentrated in terms of geography, number of systems,
and key contractors supporting the delivery of IT services. Shell, like
many other multinational companies, has been the target of attempts by
others to gain unauthorised access through the Internet to our IT
systems, including more sophisticated attempts often referred to as
advanced persistent threat. For all security incidents Shell seeks to
Shell Annual Report and Form 20-F 2010
Business Review fl Risk factors
15
detect and investigate them with an aim to prevent their recurrence.
Disruption of critical IT services, or breaches of information security,
could have a negative effect on our operational performance and
earnings, as well as on our reputation.
We have substantial pension commitments, whose funding is
subject to capital market risks.
Liabilities associated with defined benefit plans can be significant, as
can the cash funding of such plans; both depend on various
assumptions. Volatility in capital markets and the resulting
consequences for investment performance, as well as interest rates,
may result in significant changes to the funding level of future liabilities.
In case of a shortfall, Shell might be required to make substantial cash
contributions, depending on the applicable regulations per country.
See “Liquidity and capital resources” for further discussion.
The estimation of reserves involves subjective judgements
based on available information and the application of complex
rules, so subsequent downward adjustments are possible. If
actual production from such reserves is lower than current
estimates indicate, our profitability and financial condition
could be negatively impacted.
The estimation of oil and gas reserves involves subjective judgements
and determinations based on available geological, technical,
contractual and economic information. The estimate may change
because of new information from production or drilling activities, or
changes in economic factors, including changes in the price of oil or
gas and changes in the taxation or regulatory policies of host
governments. It may also alter because of acquisitions and divestments,
new discoveries, and extensions of existing fields and mines, as well as
the application of improved recovery techniques. Published reserves
estimates may also be subject to correction due to errors in the
application of published rules and changes in guidance. Any
downward adjustment would indicate lower future production volumes
and may adversely affect our earnings as well as our financial
condition.
Many of our major projects and operations are conducted in
joint ventures or associated companies. This may reduce our
degree of control, as well as our ability to identify and manage
risks.
A significant share of our capital is invested in joint ventures or
associated companies. In cases where we are not the operator we have
limited influence over, and control of, the behaviour, performance and
cost of operations of joint ventures or associated companies.
Additionally, our partners or members of a joint venture or associated
company (particularly local partners in developing countries) may not
be able to meet their financial or other obligations to the projects,
threatening the viability of a given project.
Violations of antitrust and competition law carry fines and
expose us or our employees to criminal sanctions and civil
suits.
Antitrust and competition laws apply to Shell companies in the vast
majority of countries in which we do business. Shell companies have
been fined for violations of antitrust and competition law. These include
a number of fines by the European Commission Directorate-General for
Competition (DG COMP). Due to the DG COMP’s fining guidelines,
any future conviction of Shell companies for violation of European
Union (EU) competition law could result in larger fines. Violation of
antitrust laws is a criminal offence in many countries, and individuals
can be either imprisoned or fined. Furthermore, it is now common for
persons or corporations allegedly injured by antitrust violations to sue
for damages.
Shell is currently subject to a Deferred Prosecution Agreement
with the US Department of Justice for violations of the US
Foreign Corrupt Practices Act.
In 2010, a Shell company agreed to a Deferred Prosecution Agreement
(DPA) with the US Department of Justice (DOJ) for violations of the
US Foreign Corrupt Practices Act (FCPA), which arose in connection
with its use of the freight forwarding firm Panalpina. Also the Company
has consented to a Cease and Desist Order from the US Securities and
Exchange Commission (SEC) for violations of the record keeping and
internal control provisions of the FCPA as a result of another Shell
company’s violation of the FCPA, which also arose in connection with
the use of the freight forwarding firm Panalpina in Nigeria. The DPA
requires Shell to continue to implement a compliance and ethics
programme designed to prevent and detect violations of the FCPA and
other applicable anti-corruption laws throughout Shell’s operations. The
DPA also requires the Company to report to the DOJ, promptly, any
credible evidence of questionable or corrupt payments. Additionally,
Shell paid a $30 million penalty to the DOJ and approximately
$18.1 million in disgorgement and prejudgement interest to the SEC.
Any violations of the DPA, or the SEC’s Cease and Desist Order, could
have a material adverse effect on the Company.
The Company’s Articles of Association determine the
jurisdiction for shareholder disputes. This might limit
shareholder remedies.
Our Articles of Association generally require that all disputes between
our shareholders in such capacity and the Company or our subsidiaries
(or our Directors or former Directors) or between the Company and our
Directors or former Directors be exclusively resolved by arbitration in
the Hague, the Netherlands, under the Rules of Arbitration of the
International Chamber of Commerce. Our Articles of Association also
provide that, if this provision is for any reason determined to be invalid
or unenforceable, the dispute may only be brought in the courts of
England and Wales. Accordingly, the ability of shareholders to obtain
monetary or other relief, including in respect of securities law claims,
may be determined in accordance with these provisions. Please see
“Corporate governance” for further information.
16
Shell Annual Report and Form 20-F 2010
Business Review fl Summary of results and strategy
SUMMARY OF RESULTS AND
STRATEGY
I N CO ME F OR THE PE R IO D
$ MILLION
Earnings/(losses) by segment
Upstream
Downstream [A]
Corporate
Earnings on a current cost of supplies
basis
Current cost of supplies adjustment [A]
Income for the period
2010
2009
2008
15,935
2,950
91
18,976
1,498
20,474
8,354
258
1,310
9,922
2,796
12,718
26,506
5,309
(69)
31,746
(5,270)
26,476
[A] With effect from 2010, Downstream segment earnings are presented on a
current cost of supplies basis. See Notes 2 and 7 to the “Consolidated
Financial Statements” for further information. Comparative information is
consistently presented.
Earnings 2010–2008
The most significant factors affecting year-on-year comparisons of
earnings and cash flow generated by our operating activities are:
changes in realised oil and gas prices; oil and gas production levels;
and refining and marketing margins.
On average, 2010 realised oil and gas prices increased significantly
compared with 2009. Refining margins in 2010 showed some
improvements over those in 2009, supported by the growing demand
for oil products. The continuing high inventories, particularly for middle
distillates, and industrial overcapacity following the start-up of major
refining facilities in Asia, however, had a downward effect on refining
margins. Oil and gas production available for sale in 2010 was 3,314
thousand barrels of oil equivalent per day (boe/d), compared with
3,142 thousand boe/d in 2009.
Earnings on a current cost of supplies basis in 2010 were 91% higher
than in 2009, when they were 69% lower than in 2008. The increase
reflected higher realised oil and gas prices and production in Upstream
as well as higher margins in Downstream.
In 2010, Upstream earnings were $15,935 million, 91% higher than
in 2009 and 40% lower than in 2008. The difference between the
2010 and 2009 earnings reflected the effect of significantly higher
realised prices for both oil and gas in combination with higher
production volumes. In 2009, earnings decreased by 68% from 2008,
mainly reflecting lower realised oil and gas prices and lower
production volumes. Moreover, the 2010 and 2008 earnings included
significant gains from the divestment of various assets.
Downstream earnings in 2010 were $2,950 million, compared with
$258 million in 2009 and $5,309 million in 2008. Earnings in 2010
increased significantly with respect to 2009 because of higher realised
refining margins and increased volumes. Earnings decreased between
2008 and 2009 because lower demand drove down our realised
refining margins and most of our realised marketing margins in 2009.
Balance sheet and capital investment
Shell’s strategy to invest in the development of major growth projects,
primarily in Upstream, explains the most significant changes to the
balance sheet in 2010. Property, plant and equipment increased by
$11.1 billion. Capital investment was $30.6 billion, 4% lower than in
2009. The effect of capital investment on property, plant and
equipment was partly offset by depreciation, depletion and
amortisation of some $15 billion in 2010.
Of the 2010 capital investment, $25.7 billion related to Upstream
projects that will deliver organic growth over the long term. These
projects include several multi-billion-dollar integrated facilities that are
expected to provide significant cash flows for the coming decades. In
2010, the total debt increased by $9.3 billion. Total equity increased
by $11.6 billion in 2010, to $149.8 billion.
The gearing ratio was 17.1% at the end of 2010, compared with
15.5% at the end of 2009. The change reflects the increase of the total
debt, partly offset by an increase in the cash and cash equivalents
position in 2010.
Market overview
The demand for oil and gas is strongly linked to the strength of the
global economy. For that reason, projected economic growth is
considered an indicator of the future demand for our products and
services.
The global economy continued to recover in 2010 from the recession of
late 2008 and early 2009 that was triggered by the severe financial
crisis in the USA and Europe. The contours of the global recovery,
however, have differed significantly across countries. Most emerging
markets weathered well the global downturn and grew robustly in
2010, with output in China and India growing by 10.3% and 9.7%
respectively. In contrast, the USA and the euro area saw output grow by
2.8% and 1.8%, respectively, which was not sufficiently rapid to bring
down high unemployment rates.
In 2011, global output growth is set to continue, led by the emerging
markets. Key uncertainties to the outlook are associated with high
sovereign debt burdens in some European countries, fragile US and
European consumer confidence with high unemployment and
indebtedness, and global frictions over imbalances and exchange
rates.
OIL AND NATURAL GAS PRICES
Oil prices traded in a range of $70–85 per barrel throughout most of
2010 but ended the year at a high of $94 per barrel. On average,
2010 prices were considerably higher than they were in 2009. Brent
crude oil averaged $79.50 per barrel in 2010, compared with $61.55
in 2009; West Texas Intermediate averaged $79.45 per barrel in
2010, compared with $61.75 a year earlier.
Natural gas prices saw a more pronounced downward trend in 2010
compared with 2009. The Henry Hub prices fell from a monthly
average high of $5.80 per million British thermal units (MMBtu) in
January to a monthly low of $3.48 per MMBtu in October, when
inventories were high and production had to be discouraged. From
November until the end of 2010, Henry Hub prices reversed their trend
with the onset of winter weather. Averaged over the year, the Henry
Hub per-MMBtu price was higher in 2010 than in 2009 – $4.40
compared with $3.90. In the UK prices at the National Balancing Point
averaged 42.12 pence/therm in 2010, compared with 30.93 pence/
therm in 2009.
Unlike crude-oil pricing, which is global in nature, gas prices vary
significantly from region to region. We produce and sell natural gas in
regions whose supply, demand and regulatory circumstances differ
markedly from those of the US’s Henry Hub or the UK’s National
Balancing Point. Natural gas prices in the Asia-Pacific region and in
some parts of continental Europe are predominantly indexed to oil
prices. However, natural gas prices are increasingly moving to spot
market pricing in continental Europe. In Europe contractual time-lag
effects resulted in flat prices throughout the first quarter of 2010, while
demand was still feeling the impact of the recession. Oil-indexed prices
Shell Annual Report and Form 20-F 2010
Business Review fl Summary of results and strategy
17
started to rise in the second quarter, maintaining a very significant
premium above the UK’s National Balancing Point.
value to the resource holders. The implementation of our strategy will
see us actively manage our portfolio around three themes in Upstream:
OIL AND N ATURAL GAS PRICES FOR INVESTMENT EVALUATION
The range of possible future crude oil and natural gas prices used in
project and portfolio evaluations within Shell are determined after
assessment of short-, medium- and long-term price drivers under
different sets of assumptions. Historical analysis, trends and statistical
volatility are all part of this assessment, as are analyses of possible
future economic conditions, geopolitics, OPEC actions, supply costs
and the balance of supply and demand. Sensitivity analyses are used to
test the impact of low-price drivers, such as economic weakness, and
high-price drivers, such as strong economic growth and low investment
levels in new production. Short-term events, such as relatively warm
winters or cool summers and supply disruptions due to weather or
politics, contribute to price volatility.
We expect oil prices to average in the range of $50–90 per barrel and
US gas prices to average in the range of $4–8 per MMBtu. We make
our investment decisions inside these ranges. We use low, medium and
high oil and gas prices to test the economic performance of long-term
projects. As part of our normal business practice, the range of prices
used for this purpose is subject to review and change.
REFININ G AND PETROCHEMICAL MARKET TRENDS
Refining margins in 2010 showed some improvement over those of
2009 in all key refining centres. Margins were supported by the
growing demand for oil products in 2010 as the world moved out of
recession. But they were also subjected to downward pressure from the
continuing high inventories, particularly for middle distillates, and
industrial overcapacity following the start-up of major refining facilities
in Asia.
Chemicals margins in 2010 were higher than expected because of
unanticipated demand growth, high unplanned plant downtime,
feedstock constraints in the Middle East and a large price differential
between crude oil and US natural gas.
Industry refining margins in 2011 will be supported if global oil
demand continues to grow with economic recovery, but their growth
may be tempered by the continuing industrial overcapacity. Chemicals
margins in 2011 will depend on continued economic growth and the
level of feedstock constraints in the Middle East. The large US natural
gas–crude differential will help chemicals margins.
Strategy and outlook
STRATEGY
Our strategy seeks to reinforce our position as a leader in the oil and
gas industry in order to provide a competitive shareholder return while
helping to meet global energy demand in a responsible way. Safety
and corporate responsibility are at the heart of our activities.
Intense competition exists for access to upstream resources and to new
downstream markets. But we believe our technology, project-delivery
capability and operational excellence will remain key differentiators for
our businesses. We expect around 75% of our capital investment in
2011 to be in our Upstream projects.
In Upstream we focus on exploration for new oil and gas reserves and
developing major projects where our technology and know-how add
(cid:2) building our resources base through worldwide exploration, focused
acquisitions, and exit from non-core portfolio positions;
(cid:2) accelerating our resources to value, with profitable production
growth, top quartile project delivery, and operational excellence; and
(cid:2) competitive differentiation through integrated gas leadership,
technology and partnerships.
In our Downstream businesses, our emphasis remains on sustained cash
generation from our existing assets and selective investments in growth
markets. The implementation of our strategy will see us actively manage
around three themes in Downstream:
(cid:2) operational excellence and cost efficiency. We strive to maximise the
uptime and operating performance of our asset base, and to reduce
costs and complexity through a series of continuous improvement
programmes;
(cid:2) portfolio concentration. We are refocusing our refining portfolio on
the most efficient facilities – those that best integrate with crude
supplies, marketing outlets and local petrochemical plants; and
(cid:2) selective growth. We aim to maintain or grow our margins in our core
heartland regions, with selective expansion in countries such as
China, India and Brazil, which have high growth potential. This
includes researching, developing and marketing biofuels.
Meeting the growing demand for energy worldwide in ways that
minimise environmental and social impact is a major challenge for the
global energy industry. We are committed to improving energy
efficiency in our own operations, supporting customers in managing
their energy demands, and continuing to research and develop
technologies that increase efficiency and reduce emissions in oil and
gas production.
Our commitment to technology and innovation continues to be at the
core of our strategy. As energy projects become more complex and
more technically demanding, we believe our engineering expertise will
be a deciding factor in the growth of our businesses. Our key strengths
include the development and application of technology, the financial
and project-management skills that allow us to deliver large oil and gas
projects, and the management of integrated value chains. We leverage
our diverse and global business portfolio and customer-focused
businesses built around the strength of the Shell brand.
OUTLOOK
We have defined three distinct layers for Shell’s strategy development:
near-term performance focus; medium-term growth delivery; and
maturing next-generation project options for the longer term.
Performance focus
In the near term, we will emphasise performance focus. We will work
on continuous improvements in operating performance, with an
emphasis on health, safety and environment, asset performance and
operating costs. Shell’s underlying costs declined by some $2 billion in
2010, and by over $4 billion since 2008. Asset sales are a core
element of the strategy – improving our capital efficiency by focusing
investment on the most attractive growth opportunities. There are
expected to be asset sales of up to $5 billion in 2011 as Shell exits from
non-core positions.
We have initiatives underway that are expected to improve Shell’s
industry-leading Downstream businesses, focusing on the most
profitable positions and growth potential. Shell has plans to exit from
non-core refining capacity and from selected retail and other marketing
18
Shell Annual Report and Form 20-F 2010
Business Review fl Summary of results and strategy
positions and is taking steps to improve the quality of its Chemicals
assets.
189 million boe was associated with the Shell share of equity-
accounted investments.
We are planning a net capital investment of some $25–27 billion in
2011. This amount relates largely to investments in projects where the
Final Investment Decision has already been taken or is expected to be
taken in 2011.
Shell subsidiaries’ and the Shell share of equity-accounted investments’
estimated net proved reserves are summarised in the table on page 27
and are set out in more detail under the heading “Supplementary
information – Oil and gas” on pages 139–147.
Growth delivery
Organic capital investment is expected to be $25–30 billion per year
between 2012 and 2014, as Shell invests for long-term growth. Annual
spending will be driven by the timing of investment decisions and the
near-term macro outlook.
In early 2010, Shell defined a set of ambitious financial and operating
targets to rebalance the financial framework to a cash flow surplus, and
to grow Shell. These targets are driven by Shell’s performance in
maturing new projects for investment and by project start-ups.
Cash flow from operations, excluding changes in working capital, was
$24 billion in 2009. We expect cash flow to grow by around 50% from
2009 to 2012 assuming a $60-per-barrel oil price and an improved
environment for natural gas prices and downstream margins. In an
$80-per-barrel environment, 2012 cash flow should be at least 80%
higher than 2009 levels.
In Downstream we are adding new refining capacity in the USA and
making selective growth investments in marketing.
Oil and gas production is expected to average 3.5 million boe/d in
2012, compared with 3.3 million boe/d in 2010. We are confident of
further growth by 2014 to as much as 3.7 million boe/d (subject to
licence extensions and asset sales).
Maturing next-generation project options
Shell has built up a substantial portfolio of options for the next wave of
growth. This portfolio has been designed to capture price upside and
minimise Shell’s exposure to industry challenges from cost inflation and
political risk. Key elements of this opportunity set are in the Gulf of
Mexico, North American tight gas and Australian LNG. These projects
are part of a portfolio that has the potential to underpin production
growth to the end of the decade. Shell is working to mature these
projects, with an emphasis on financial returns.
Reserves and production
In 2010, Shell added 1,653 million boe proved reserves before taking
into account a net negative impact from commodity price changes of
198 million boe proved reserves and a net negative impact from
acquisition and divestment activity of 85 million boe proved reserves.
Of the total net additions of proved oil and gas reserves before
production of 1,370 million boe, 1,197 million boe came from Shell
subsidiaries and 173 million boe were associated with the Shell share
of equity-accounted investments.
In 2010, total oil and gas production available for sale was
1,210 million boe. An additional 32 million boe were produced and
consumed in operations. Production available for sale from subsidiaries
was 855 million boe with an additional 25 million boe consumed in
operations. The Shell share of the production available for sale of
equity-accounted investments was 355 million boe with an additional
7 million boe consumed in operations.
Accordingly, after taking into account total production, we had a net
increase of 128 million boe in proved oil and gas reserves, of which
317 million boe came from subsidiaries and a net decrease of
Research and development
In 2010, our research and development (R&D) expenses remained
above $1 billion ($1,019 million, compared with $1,125 million in
2009 and $1,230 million in 2008).
Following the creation of a single R&D organisation in 2009, we
adopted in 2010 an integrated company-wide technology strategy that
is intrinsically linked to Shell’s strategic objectives. The needs of our
customers and partners are the critical drivers behind the development
of our technologies. The speed of deployment of the right technology
for a particular job is also of importance. The strategy encourages
further leverage of external science and technology developments
through active partnering with other research institutions – sometimes
even through open innovation schemes – to identify the most suitable
ways to meet the growing global demand for energy. Of course, we
will continue to foster our proprietary technology and drive in-house
development of differentiating technologies wherever it makes business
sense to do so.
Our new technology strategy enables us to support current business
activities with “core technologies” while developing “technological
firsts” for the medium term and “emerging technologies” for the long
term. Our key “core” technology developments are intended: to
improve oil and gas recovery from existing fields; to further enhance
our exploration success; to provide better ways to conduct operations
in deep water; to grow our GTL and LNG businesses; and to deliver
advanced fuels and lubricants that give customers increased fuel
efficiency and engine performance. Delivering technological “firsts”
will allow us to move into more challenging operational environments,
such as the Arctic, and pursue next-generation biofuels. They are also
designed to allow us to unlock difficult-to-produce oil and gas
resources, and provide ways to abate carbon dioxide emissions or to
capture and store them.
In 2011, our R&D programme will continue to pursue the same key
targets as those we had in 2010, although we foresee a further shift in
focus to upstream-related and gas-related technologies. We aim to
continue reducing the time for a technology to progress from initial idea
to field trials and then on to large-scale deployment. We will also
continue to keep a healthy balance between new and more mature
projects in our R&D portfolio, increasing the number of early-stage
concepts while terminating less-promising projects more quickly.
Our new integrated R&D organisation and our focused technology
strategy, in combination with our industry-leading talent, make us
confident that our technology will keep differentiating us from the
competition.
Key accounting estimates and judgements
Please refer to Note 3 to the “Consolidated Financial Statements” for a
discussion of key accounting estimates and judgements.
Legal proceedings
Please refer to Note 27 to the “Consolidated Financial Statements” for
a discussion of legal proceedings.
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
19
UPSTREAM
K E Y S TATI S T ICS
Revenue (including inter-segment sales)
Segment earnings
Including:
$ MILLION
2010
2009
2008
68,198 55,140 88,308
8,354 26,506
15,935
Production and manufacturing expenses
13,697 13,958 13,763
Selling, distribution and administrative
expenses
Exploration
Depreciation, depletion and amortisation
Share of profit of equity-accounted investments
1,512
2,036
11,144
4,900
2,206
2,178
9,875
3,852
2,030
1,995
9,906
7,521
in 2009 mainly related to impairments and redundancy charges, partly
offset by exceptional tax items and divestment gains.
As the chart below illustrates, the spread between our global average
oil and natural gas realisations remained wide. Natural gas production
represented 48% of total production of 3,314 thousand boe/d in
2010. Gas realisations were influenced by many factors, primarily a
continued deterioration since the first quarter of 2010 of the North
American market linked to Henry Hub, and low price realisations in the
European gas market during the first half of the year as a result of price
renegotiations and increased exposure to the spot market.
Approximately 20% of Shell’s natural gas production in 2010 was in
the Americas.
21,222 22,326 28,257
RE A L I SE D PRI CE
$/BOE
Oil
Natural gas
$120
$100
$80
$60
$40
$20
Net capital investment [A]
Oil and gas production available for sale
(thousand boe/d)
LNG sales volume (million tonnes)
Proved reserves (million boe) [B]
3,314
16.76
3,142
13.40
3,248
13.05
14,249 14,132 10,903
[A] See Notes 2 and 7 to the “Consolidated Financial Statements”.
[B] Excludes reserves attributable to non-controlling interest in Shell subsidiaries
held by third parties. Minable oil sands reserves of 997 million boe in 2008
are not included in the proved reserves.
Overview
Our Upstream businesses explore for and extract crude oil and natural
gas, often in joint ventures with international and national oil
companies. This includes the extraction of bitumen from mined oil sands
which we convert into synthetic crude oil. We liquefy natural gas by
cooling and transport it to customers across the world. We convert
natural gas to liquids (GTL) to provide cleaner-burning fuels. We also
market and trade natural gas (including LNG) in support of our
Upstream businesses.
Earnings 2010
According to the International Energy Agency, oil demand in 2010
increased by 2.7 million b/d, or 3%, compared with a 1% demand
decline in 2009. The oil demand turnaround was driven by non-OECD
countries, especially China and India. This growth rate has only been
seen twice in the last 30 years, and the world is now using more oil
than before the 2008 recession. Global gas demand also increased in
2010 led by Asia and Europe, offsetting a 2% drop in 2009.
Our Upstream results have rebounded from last year, driven by
improved industry conditions and delivery of Shell’s strategy. We have
brought some large growth projects on-stream, and production from
these projects has been ramping up well. These new fields, along with
an improved security environment in Nigeria, have driven a 5%
production increase from last year, mostly through increases in natural
gas production. Record LNG sales mainly reflect the ramp-up in sales
volumes from the Sakhalin 2 LNG project and improved feed gas
supplies to Nigeria LNG helped by the start-up of the Gbaran-Ubie
field.
Segment earnings in 2010 were $15,935 million, 91% higher than in
2009. The increase in 2010 from 2009 was mainly due to higher
realised oil, natural gas and LNG prices, higher production volumes,
lower exploration expenses and lower underlying depreciation (when
excluding impacts of asset impairments), partly offset by higher
production taxes. Additionally, 2010 earnings included a net gain of
$1,493 million related to identified items compared with a net charge
of $134 million in 2009. The net gain in 2010 mainly related to gains
on divestments, partly offset by asset impairments and write-offs,
mark-to-market valuation of certain gas contracts and the cost impacts
from the US offshore drilling moratorium ($185 million). The net charge
Q1
2008
Q2
2008
Q3
2008
Q4
2008
Q1
2009
Q2
2009
Q3
2009
Q4
2009
Q1
2010
Q2
2010
Q3
2010
Q4
2010
Earnings 2009–2008
Segment earnings in 2009 were $8,354 million, 68% lower than in
2008, due to the impact of significantly lower realised oil and gas
prices, higher costs and lower production volumes, partly offset by
lower production taxes and improved trading contributions. 2009
included a net charge of $134 million for identified items compared
with net gains of $3,487 million in 2008. The net gains in 2008 mainly
related to asset divestments across the Shell portfolio, which were
partly offset by the mark-to-market valuation of certain UK gas contracts
and an exceptional tax charge due to new legislation in Italy.
Net capital investment
Net capital investment was some $21 billion in 2010, compared with
some $22 billion in 2009 and some $28 billion in 2008. Capital
investment in 2010 was $26 billion (including $11 billion in
exploration expenditure). This represents an 8% increase from 2009
capital investment of $24 billion. 2010 capital investment included
$7 billion in acquisitions, primarily relating to East Resources.
Portfolio actions and business development
In Africa and Europe we completed an asset swap with Hess to acquire
assets in Gabon and in the UK North Sea in return for Shell’s interest in
a pair of Norwegian offshore fields.
In Australia Shell and PetroChina completed the acquisition of all of the
shares in Arrow Energy Limited; the total cash consideration was some
$3.1 billion (Shell interest in Arrow 50%).
Also in Australia we sold 29.18% of our interest in Woodside, or
10.0% of Woodside’s issued capital, for a total price of $3.2 billion,
reducing Shell’s interest in the company to 24.27%.
In Brazil we announced the Final Investment Decision to support
phase 2 of the Parque das Conchas (BC-10) project (Shell
interest 50%).
In China Shell and PetroChina announced plans to appraise, develop
and produce tight gas under a 30-year production-sharing contract in
20
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
an area of approximately 4,000 square kilometres in the Jinqiu block of
central Sichuan Province. In addition, shale gas assessment work
commenced in January 2010 in the Fushun block that covers another
area of also approximately 4,000 square kilometres.
In Nigeria we sold our 30% interest in three production leases (oil
mining leases 4, 38 and 41) and related equipment in the Niger Delta
to a consortium led by two Nigerian companies.
from 2009 mainly due to the scheduled maintenance of all equipment.
The last time a full turnaround of the asset occurred was in 2006.
In Nigeria oil and gas production started from the Gbaran-Ubie project
in the Niger Delta (Shell interest 30%). In early 2011, Gbaran-Ubie
achieved peak gas production of 1 billion standard cubic feet of gas
per day (scf/d); oil production has reached some 50 thousand barrels
per day (b/d) and is expected to peak at some 70 thousand b/d.
In Qatar we signed a new exploration and production-sharing
agreement for Qatar block D. Under the agreement, the partners will
jointly explore for natural gas in an area of 8,089 square kilometres
onshore and offshore Qatar. The total term of this agreement is
30 years and will start with a five-year First Exploration Period.
In Syria we sold a 35% interest in Syria Shell Petroleum Development
(SSPD), previously 100% owned, to China National Petroleum
Corporation. SSPD has interests in three production licences covering
some 40 oil fields, with production in 2010 of approximately
20 thousand boe/d (Shell share).
In the USA we acquired the majority of assets held by East Resources for
a cash consideration of $4.5 billion. The assets acquired cover an area
of some 2,800 square kilometres (700 thousand net acres) of highly
contiguous acreage, with the primary focus on the Marcellus shale,
centred in Pennsylvania in the north-east USA. Additionally, we
acquired and began exploration drilling on some 1,000 square
kilometres (250 thousand net acres) of mineral rights in the Eagle Ford
shale play in south Texas.
Also in the USA we announced the Final Investment Decision for the
Mars B project (Shell interest 71.5%), a tension leg platform in the Gulf
of Mexico with a 100 thousand boe/d capacity.
Furthermore, also in the USA, in 2011 we divested our Rio Grande
Valley south Texas portfolio for $1.8 billion as part of ongoing asset
optimisation.
Production
In 2010, hydrocarbon production available for sale averaged 3,314
thousand boe/d, which was 5% higher than in 2009 and 2% higher
than in 2008. It represents the first year-on-year increase since 2002.
Higher production in 2010 was mainly driven by new fields coming on-
stream (notably Gbaran-Ubie in Nigeria in 2010), the continued ramp-
up of certain fields brought on-stream before 2010 (notably Parque das
Conchas (BC-10) in Brazil and Sakhalin 2 in Russia), improved security
conditions in Nigeria and increased demand, mainly in Europe. This
increase was partly offset by natural field declines, divestments and
PSC price effects.
LNG sales volumes in 2010 of 16.76 million tonnes were 25% higher
than in 2009. This increase mainly reflected the ramp-up in sales
volumes from the Sakhalin 2 LNG project and improved feed gas
supplies to Nigeria LNG helped by the start-up of the Gbaran-Ubie
field.
In Canada we started production from expanded mining facilities at our
oil sands operations. Production from the new Jackpine Mine,
combined with existing production from the Muskeg River Mine, will
feed the Scotford Upgrader, which processes the oil sands bitumen into
synthetic crude. Construction for the expansion of the Scotford
Upgrader has been underway, and will come on-stream in 2011,
allowing synthetic crude production capacity to rise to 255 thousand
boe/d (Shell share 60%). 2010 synthetic crude production declined
Major construction of the Qatargas 4 project has been completed and
first LNG was produced in January 2011, with production expected to
reach full capacity in 2011.
Exploration
During 2010, Shell participated in nine notable exploration discoveries
and six notable successful appraisals, in Australia, Brazil, Brunei,
Oman, the US Gulf of Mexico and North America onshore. Discoveries
will be evaluated in order to establish the extent of the volumes they
contain.
In total, Shell participated in 403 successful wells drilled outside
proved areas. These comprised 45 conventional oil and gas
exploration wells and 94 unconventional gas exploration and
appraisal wells, as well as 264 additional appraisal wells intended to
extend proved areas near existing assets.
In 2010, Shell added acreage to its exploration portfolio from new
licences in Canada, China, Egypt, Greenland, Iraq, Qatar, Russia,
Tunisia and the USA. In Canada Shell expanded the acreage holdings
in British Columbia and Alberta. In China the joint exploration and
development of the Jinqiu block in the Sichuan Basin was announced.
In Egypt the offshore North Damietta block was awarded. In Greenland
two offshore exploration blocks in Baffin Bay were awarded. In Iraq
Shell acquired an interest in the Majnoon field with additional
exploration potential. In Qatar a new exploration and
production-sharing agreement for block D was signed. In Russia the
Barun-Yustinsky exploration and production licence in the Republic of
Kalmykia was awarded. In Tunisia two offshore prospecting licences
were awarded. In the USA additional leases were acquired in the
Rocky Mountains, south Texas and Pennsylvania. In Colombia, Shell
successfully bid for one contract and one Technical Evaluation
Agreement.
In total, Shell secured rights to some 53,000 square kilometres of new
exploration acreage. This was more than offset by divestments,
relinquishments and licence expiry of acreage, which took place in
various countries (mainly Malaysia, Norway, Saudi Arabia and the
UK).
Proved reserves
Shell subsidiaries’ and the Shell share of equity-accounted investments’
estimated net proved reserves are summarised in the table on page 27
and are set out in more detail under the heading “Supplementary
information – Oil and gas” on pages 139–147.
In December 2008, the US Securities and Exchange Commission
(SEC), and subsequently in January 2010 the Financial Accounting
Standards Board (FASB), adopted revisions to oil and gas reporting
rules in order to modernise and update the oil and gas reserves
estimation and disclosure requirements. Our proved reserves volumes
reported for the end of 2009 and 2010 have been determined in
accordance with these updated rules.
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
21
In 2010, Shell added 1,370 million boe of proved oil and gas reserves
before accounting for production, of which 1,197 million boe came
from Shell subsidiaries and 173 million boe were from the Shell share
of equity-accounted investments.
The increase in the average yearly commodity prices between 2009
and 2010 resulted in a net negative impact on the proved reserves of
198 million boe. This was mainly due to production-sharing contracts
where a higher price resulted in lower entitlements.
Shell subsidiaries
Before taking into account production, Shell subsidiaries added
1,197 million boe of proved oil and gas reserves in 2010. This
comprised 949 million barrels of oil and natural gas liquids and
248 million boe (1,438 thousand million scf) of natural gas. Of the
1,197 million boe: 780 million boe were from the net effects of
revisions and reclassifications; 11 million boe related to acquisitions
and divestments; 337 million boe came from extensions and
discoveries; and 69 million boe were from improved recovery.
After taking into account production of 880 million boe (of which
25 million boe were consumed in operations), 887 million boe of
proved developed reserves were added and proved undeveloped
reserves decreased by 570 million boe.
The total addition of 1,197 million boe reflected a net negative impact
from commodity price changes of approximately 208 million boe of
proved reserves.
Shell share of equity-accounted investments
Before taking into account production, there was an increase of
173 million boe in the Shell share of equity-accounted investments’
proved oil and gas reserves in 2010. This comprised 136 million
barrels of oil and natural gas liquids and 37 million boe (215 thousand
million scf) of natural gas. Of the 173 million boe: 219 million boe
were from the net effects of revisions and reclassifications; a decrease
of 96 million boe related to acquisitions and divestments; 46 million
boe came from extensions and discoveries; and 4 million boe were
from improved recovery.
After taking into account production of 362 million boe (of which
7 million boe were consumed in operations), proved developed
reserves decreased by 44 million boe and proved undeveloped
reserves decreased by 145 million boe.
The total addition of 173 million boe reflected a net positive impact
from commodity price changes of approximately 10 million boe of
proved reserves.
Synthetic crude oil
In 2010, we did not add to our synthetic crude oil proved reserves.
In 2010, we had synthetic crude oil production of 28 million barrels of
which 2 million barrels were consumed in operations. At December 31,
2010, we had total synthetic crude oil proved reserves of 1,567 million
barrels, of which 1,214 million barrels were proved developed
reserves and 353 million barrels were proved undeveloped reserves.
Bitumen
Bitumen proved reserves are reported under the SEC rules definition as
other natural resources. The net increase in these proved reserves,
before taking into account production, was 1 million barrels. After
taking into account production of 7 million barrels, bitumen proved
reserves were 51 million barrels at December 31, 2010.
Proved undeveloped reserves
The net decrease to proved undeveloped reserves was 715 million boe
in 2010. The decrease comprised a transfer of 1,207 million boe from
proved undeveloped to proved developed reserves and additions of
492 million boe of new proved undeveloped reserves. The total volume
of proved undeveloped reserves was 6,887 million boe at
December 31, 2010. During 2010, we spent $7.1 billion on activities
related to the maturation of proved undeveloped reserves to proved
developed.
In 2010, the proved undeveloped reserves held for more than
five years increased from 1,064 million boe to 1,666 million boe. This
net increase reflected an increase of 756 million boe in proved
undeveloped reserves that were held for more than five years as of
December 31, 2010, partially offset by a transfer of 154 million boe to
proved developed reserves.
The proved undeveloped reserves held for more than five years are
generally in locations where Shell has a proven track record of
developing major projects, such as in the Netherlands, Norway,
Nigeria, Australia, Malaysia, Russia and the USA and in new major,
complex projects such as Kashagan. These proved undeveloped
reserves relate primarily to long-life fields.
Approximately 78% of these proved undeveloped reserves are
associated with currently producing fields expected to produce for
decades. These reserves are expected to be converted from proved
undeveloped to proved developed over time as development activities
such as gas compression and additional wells are executed to support
existing gas delivery commitments, as well as a number of phased
developments.
In the coming years we expect an increase in our proved undeveloped
reserves that have been held for more than five years in major, long-
lasting production projects in Canada and Kazakhstan.
Delivery commitments
Shell sells crude oil and natural gas from its producing operations
under a variety of contractual obligations. Most contracts generally
commit Shell to sell quantities based on production from specified
properties, although some natural gas sales contracts specify delivery
of fixed and determinable quantities, as discussed below.
Shell is contractually committed to deliver to third parties and affiliates
a total of approximately 5,400 thousand million scf of natural gas from
2011–2013. The sales contracts contain a mixture of fixed and
variable pricing formulae that are generally referenced to the
prevailing market price for crude oil, natural gas or other petroleum
products at the time of delivery.
Shell’s LNG operations constitute some 38% of the total contractual
commitment. Shell believes it can satisfy these commitments from
quantities available from production of its proved developed reserves
in the period 2011–2013 in Australia, Russia, Brunei, Malaysia,
Nigeria and Qatar or from planned development activities to transfer
undeveloped reserves to developed reserves. Mitigation measures are
in place to meet any shortfalls, if needed, and include in-field activities,
debottlenecking and purchase on the spot market.
Shell has met all contractual delivery commitments.
Business and property
Shell subsidiaries and equity-accounted investments are involved in all
aspects of Upstream activities, including matters such as land tenure,
entitlement to produced hydrocarbons, production rates, royalties,
22
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
pricing, environmental protection, social impact, exports, taxes and
foreign exchange.
The conditions of the leases, licences and contracts under which oil and
gas interests are held vary from country to country. In almost all cases
outside North America the legal agreements are generally granted by
or entered into with a government, government entity or state oil
company, and the exploration risk usually rests with the independent oil
company. In North America these agreements may also be with private
parties who own mineral rights. Of these agreements, the following are
most relevant to Shell’s interests:
(cid:2) licences (or concessions), which entitle the holder to explore for
hydrocarbons and exploit any commercial discoveries. Under a
licence, the holder bears the risk of exploration, development and
production activities, and is responsible for financing these activities.
In principle, the licence holder is entitled to the totality of production
minus any royalties in kind. The state or state oil company may
sometimes enter as a joint venture participant sharing the rights and
obligations of the licence but usually without sharing the exploration
risk. In a few cases, the state oil company or agency has an option to
purchase a certain share of production;
(cid:2) lease agreements are typically used in North America and are usually
governed by similar terms as licences. However, participants may
include governments or private entities, and royalties are either paid
in cash or in kind; and
(cid:2) production-sharing contracts (PSCs) entered into with a state or state
oil company generally oblige the oil company, as contractor, to
provide all the financing and bear the risk of exploration,
development and production activities in exchange for a share of the
production. Usually, this share consists of a fixed or variable part,
which is reserved for the recovery of the contractor’s cost (cost oil).
The remaining production is split with the state or state oil company on
a fixed or volume/revenue-dependent basis. In some cases, the state
oil company will participate in the rights and obligations of the
contractor and will share in the costs of development and production.
Such participation can be across the venture, or on a field-by-field
basis. Additionally, as the price of oil or gas increases above certain
predetermined levels, the independent oil company’s entitlement
share of production normally decreases.
largest hydrocarbon producer in the Netherlands. An important part of
NAM’s gas production comes from its onshore Groningen gas field
(Shell interest 30%), in which the Dutch government has a 40%
financial interest, with NAM holding the remaining share. Shell also
has a 30% interest in the Schoonebeek oil field, which had been shut
down since 1996. Production restarted at Schoonebeek in 2011
following completion of a field redevelopment using enhanced oil
recovery technology.
Norway
Shell is a partner in over 20 production licences on the Norwegian
continental shelf. Shell is operator in eight of these, including the
Draugen oil field (Shell interest 26%) and the Ormen Lange gas field
(Shell interest 17%). Shell also holds an 8.1% interest in the Troll field,
and a 12% interest in the Gjøa field which began production in 2010.
In 2010, Shell transferred its interest in the Valhall and Hod fields to
Hess in exchange for Hess’ interests in certain assets in Gabon and the
UK. Shell also sold its interest in the Statfjord field, along with
associated satellite fields, in the Norwegian sector of the North Sea.
Shell also holds interests in various potential development assets and in
several Norwegian gas transportation and processing systems,
pipelines and terminals.
United Kingdom
Shell operates a significant number of its interests in the UK Continental
Shelf on behalf of a 50:50 joint venture with ExxonMobil.
Most of Shell’s UK oil and gas production comes from the North Sea.
The northern sector and central sectors of the North Sea contain a
mixture of oil and gas fields, and the southern sector contains mainly
gas fields. Shell holds various non-operating interests in the Atlantic
Margin area, principally in the West of Shetlands area, which
encompasses the Schiehallion, Clair and Loyal fields. In 2010, Shell
increased its interest in the Clair field as a result of an asset swap with
Hess.
Rest of Europe
Shell also has interests in Austria, Germany, Greece, Hungary, Italy,
Slovakia, Spain, Sweden and Ukraine.
EUROPE
ASIA (INCLUDIN G THE MIDDLE EAST AND RUSSIA)
Denmark
Shell holds a non-operating 46% interest in a producing concession,
covering the majority of Shell’s activities in Denmark. The concession
was granted in 1962 and will expire in 2042. Shell’s interest will
reduce to 36.8% in July 2012, when the government takes a working
interest in the concession compensated by a favourable change in tax
regime. Additionally, Shell holds exploration interests in offshore
Greenland.
Brunei
Shell and the Brunei government are 50:50 shareholders in Brunei
Shell Petroleum Company Sendirian Berhad (BSP). BSP holds long-term
oil and gas concession rights onshore and offshore Brunei, and sells
most of its natural gas production to Brunei LNG Sendirian Berhad
(BLNG, Shell interest 25%). BLNG was the first LNG plant in the Asia-
Pacific region and sells most of the LNG on long-term contracts to
buyers in Japan and South Korea.
Ireland
Shell is the operator of the Corrib Gas project (Shell interest 45%),
which is currently under development. In 2011, Shell received
approval for the statutory permit for the onshore pipeline to the
processing plant. Decisions are still pending on two other statutory
permits. Corrib will not come on-stream before 2013. At peak
production, Corrib will produce just under 60 thousand boe/d and is
expected to supply up to 60% of Ireland’s natural gas needs.
The Netherlands
Shell has interests in various assets through its participation in
Nederlandse Aardolie Maatschappij B.V. (NAM), a 50:50 joint
venture between Shell and ExxonMobil formed in 1947. NAM is the
Shell also has a 35% interest in the block B concession, where gas and
condensate are produced from the Maharaja Lela Field, as well as a
53.9% operating interest in exploration block A.
China
Shell operates the onshore Changbei tight gas field under a PSC with
PetroChina. The two parties also plan to appraise, develop and
produce tight gas in the Jinqiu block of the central Sichuan Province
under a 30-year PSC, which expires in 2040. Also in Sichuan, Shell
and PetroChina are assessing shale gas opportunities in the Fushun
block. In coalbed methane, Shell has a 55% interest in a PSC in North
Shilou and is assessing another opportunity with PetroChina in Daning,
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
23
both in the Ordos basin. The PSC for the offshore Xijiang fields expired
in 2010 after 15 years of licensed production.
Iran
As of October 31, 2010, Shell has ceased all upstream activities in Iran
in compliance with the US Comprehensive Iran Sanctions,
Accountability and Divestment Act of 2010.
Iraq
Shell holds a 20-year technical service contract, which expires in
2029, for the development of the Majnoon oil field. Shell operates the
field with a 45% interest. The other Majnoon Venture shareholders are
Petronas (30%) and the Iraqi State partner (25%), represented by the
Missan Oil Company.
Located in southern Iraq, Majnoon is one of the world’s largest oil
fields, estimated by the Iraqi government to have about 38 billion
barrels of oil in place. The first phase of the development is planned to
bring production to some 175 thousand b/d from a 2010 level of
66 thousand b/d. Shell also holds a 15% interest in the West Qurna 1
field, as part of the ExxonMobil-led consortium. At the end of 2010,
production was some 250 thousand b/d. According to both contracts’
provisions, Shell’s equity entitlement volumes will be lower than the
Shell interest implies.
Shell signed a Heads of Agreement with the Iraqi Ministry of Oil in
September 2008 that sets out the commercial principles to establish a
joint venture between Shell and the South Gas Company. The South
Gas Company would be the 51% majority shareholder in the joint
venture, with Shell holding 44% and Mitsubishi Corporation holding
5%. The joint venture would gather, treat and process raw gas
produced from three fields within Basra and sell the processed natural
gas (and associated products, such as condensate and LPG) for use in
the domestic and export markets. Contract terms are still subject to
ongoing discussions with the Iraqi government.
Kazakhstan
Shell has a 16.8% interest in the offshore Kashagan field, where the
North Caspian Operating Company is the operator on behalf of the
shareholders. This shallow-water field covers an area of approximately
3,400 square kilometres. Phased development of the field will lead to
an expected plateau production of some 300 thousand b/d from
phase 1, increasing further with additional phases of development.
Shell and KazMunayGas will manage production operations on behalf
of the operator.
Shell is also a 55% partner in the Pearls production-sharing agreement
(PSA) that covers an area of some 1,000 square kilometres in the North
Caspian Sea. The block contains two oil discoveries, which are
currently under appraisal.
The Caspian Pipeline Consortium (Shell interest 5.4%) exports
production from west Kazakhstan to the Black Sea. The pipeline is
1,510 kilometres long and has been operational since October 2001.
A pipeline expansion project is underway and is expected to be
completed in 2015.
Malaysia
Shell has been operating in Malaysia for 100 years. As contractor to
Petronas, Shell produces oil and gas located offshore Sarawak and
Sabah under 15 PSCs, in which Shell’s interests range from 30% to
80%.
In Sabah Shell operates four producing offshore oil fields with Shell
interests ranging from 50% to 80%. Shell also has additional interests
ranging from 35% to 50% in offshore PSCs for the exploration and
development of five blocks, where Shell is the operator of the unitised
Gumusut-Kakap field (Shell interest 33%), and the Malikai field (Shell
interest 35%), both of which are currently being developed. Shell has a
30% interest in the Kebabangan field for which Kebabangan Petroleum
Operating Company is the operator.
In Sarawak Shell is the operator of 17 gas fields with interests ranging
from 37.5% to 70%. Nearly all of the gas produced is supplied to the
Malaysia LNG (MLNG) Satu, Dua and Tiga plants (Shell interest 15% in
MLNG Dua and Tiga plants) in Bintulu, Sarawak. Shell also has a 40%
interest in the Baram Delta PSC, a 50% interest in SK-307 and a 60%
interest in deep-water block SK-E.
Shell also operates a GTL plant (Shell interest 72%), which is adjacent
to the LNG facilities in Bintulu. Using Shell technology, the plant
converts natural gas into high-quality middle distillates and other
specialty products.
Oman
Shell has a 34% interest in Petroleum Development Oman (PDO). PDO
is the operator of an oil concession expiring in 2044. PDO currently
produces about 550 thousand b/d and plans to maintain that rate by
delivering a steady stream of new field developments and enhanced oil
recovery projects that will utilise a wide range of thermal and chemical
hydrocarbon recovery techniques.
Shell also participates in the development and production of the
Mukhaizna oil field (Shell interest 17%) where steam flooding, an
enhanced oil recovery method, is being applied on a large scale.
Shell has a 30% interest in Oman LNG, which mainly supplies Asian
markets under long-term contracts, and has an 11% indirect interest in
Qalhat LNG.
Philippines
Shell has a 45% interest in the deep-water PSC for block SC-38, which
includes a production licence for the Malampaya, Camago and
San Martin fields. Current production comprises gas and condensate
from the Malampaya field via a platform north-west of the island of
Palawan. Shell also holds a 55% interest in exploration block SC-60,
an area offshore of north-east Palawan. Additionally, a farm-in
agreement was signed in October 2010, for a 45% interest in
block SC-54B, situated south of SC-38.
Qatar
Pearl GTL is the world’s largest gas-to-liquids project. Shell provides
100% of the project funding under a development and production-
sharing agreement with the government of Qatar. The fully integrated
project includes production, transport and processing of some
1.6 billion scf/d of well-head gas from Qatar’s North Field to produce
around 120 thousand b/d of natural gas liquids and ethane, and the
conversion of the remaining gas into 140 thousand b/d of high-quality
liquid hydrocarbon products. Major construction was substantially
complete by the end of 2010. Pearl GTL will go into the start-up phase
in 2011, with a ramp-up of production during 2011 until reaching full
capacity in 2012.
Shell has a 30% interest in the Qatargas 4 LNG project, which
comprises integrated facilities to produce some 1.4 billion scf/d of
natural gas from Qatar’s North Field, an onshore gas-processing
facility and a LNG train collectively yielding 70 thousand b/d of
natural gas liquids and 7.8 mtpa of LNG. The LNG will be shipped to
markets mainly in North America, China and the United Arab Emirates.
Major construction of the Qatargas 4 project has been completed and
24
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
first LNG was produced in January 2011, with production expected to
reach full capacity in 2011.
In May 2010, Shell and PetroChina signed an exploration and
production-sharing agreement with Qatar Petroleum on behalf of the
government of Qatar for block D. Shell, as operator, holds a 75%
equity interest with PetroChina holding a 25% interest.
In December 2010, Shell and Qatar Petroleum signed a Memorandum
of Understanding to jointly study the development of a major
petrochemical complex in Ras Laffan Industrial City, Qatar.
Russia
Shell has a 27.5% interest in Sakhalin 2, which is one of the world’s
largest integrated oil and gas projects. Located in a subarctic
environment, the project started LNG production in 2009 and has been
ramping up throughout 2010. Plateau production from Sakhalin 2 is
some 360 thousand boe/d, supplying around 9.6 mtpa of LNG from
two trains.
Shell has a 50% interest in the Salym fields in western Siberia, where
production was some 160 thousand boe/d during 2010.
Syria
Shell’s principal operations in Syria are conducted by a registered
branch of Syria Shell Petroleum Development B.V. (SSPD). SSPD holds
interests ranging from 62.5% to 66.67% in three PSCs (Deir Ez Zor,
Fourth Annex and Ash Sham), which expire between 2018 and 2024.
SSPD is also party to a gas utilisation agreement for the collection,
processing and sharing of natural gas from designated fields for use in
Syrian power generation and other industrial plants. Al Furat Petroleum
Company, a Syrian joint stock company in which SSPD holds a 31.25%
interest, performs operations under these contracts.
In 2010, Shell transferred 35% of its interest in SSPD to China National
Petroleum Corporation. Shell maintains a 65% interest in SSPD.
Shell South Syria Exploration Limited (Shell interest 100%) has
exploration interests in two production-sharing contracts, for blocks 13
and 15 in the south of Syria, expiring in 2011 and 2014 respectively.
A one-year extension for block 13 has been requested and is pending
government approval. Seismic data acquisition was completed in 2008
and exploration drilling commenced in 2010. Shell is the operator with
a 70% interest.
United Arab Emirates
In Abu Dhabi Shell holds a concessionary share of 9.5% in the oil and
gas operations run by Abu Dhabi Company for Onshore Oil
Operations (ADCO). The licence expires in 2014. Shell also has a 15%
interest in the licence of Abu Dhabi Gas Industries Limited (GASCO),
which expires in 2028. GASCO exports propane and butane, as well
as heavier liquid hydrocarbons that it extracts from the wet natural gas
associated with the oil produced by ADCO.
Rest of Asia (including the Middle East and Russia)
Shell also has interests in Azerbaijan, India, Japan, Jordan, Kuwait,
Saudi Arabia, Singapore, South Korea and Turkey.
shareholding in Woodside Petroleum Ltd (Woodside). In 2010, Shell
sold a portion of its shareholding in Woodside for a cash consideration
of $3.2 billion, and now holds a 24.27% interest in the company (from
34.27%). Woodside is the operator of the Pluto LNG project currently
under construction. Woodside is also the operator on behalf of six joint
venture participants of the NWS gas, condensate and oil fields. Shell
provides technical support for the NWS development. Gas and
condensate are currently produced from the North Rankin, Goodwyn,
Perseus and Angel fields, which are piped to the expanded NWS
onshore gas processing facility and LNG plant on the Burrup Peninsula.
In 2010, Shell and PetroChina jointly purchased Arrow Energy Limited
(Arrow); the total cash consideration was $3.1 billion (Shell interest in
Arrow 50%). The joint venture owns Arrow’s Queensland coalbed
methane assets and a domestic power business as well as the site for a
proposed LNG plant on Curtis Island, near Gladstone, Queensland.
The Gorgon LNG project (Shell interest 25%) involves the development
of the largest gas discoveries to date in Australia, beginning with the
offshore Gorgon (Shell interest 25%) and Jansz/Io fields (Shell interest
approximately 20%). It is the single largest resource development
project in Australia. Construction activities on Barrow Island continued
in 2010 with completion expected in 2015. It is expected to be a world
leader in capturing the carbon dioxide by-product from the fields and
storing it safely underground, more than 2 kilometres beneath Barrow
Island.
Shell is the operator and 100% equity holder of a permit in the Browse
Basin in which two separate gas fields were found – Prelude in 2007
and Concerto in 2009. In 2009, Shell announced plans to develop
these fields on the basis of our innovative floating liquefied natural gas
(FLNG) technology. This technology enables gas to be processed
offshore, reducing the development’s costs and minimising its
environmental impact. The front-end engineering and design has been
progressed and environmental approvals have been conditionally
granted. Shell also has rights to the gas of the nearby Crux field (AC/
P23) and operates the AC/P41 block (Shell interest 75%), where the
Libra-1 gas discovery was made in 2008.
Shell is also a partner in the Browse joint venture (Shell interest
approximately 20%) covering the Torosa, Brecknock and Calliance gas
fields. In 2010, the joint venture participants agreed to begin
designing the development of the Browse resources for an LNG plant at
James Price Point on the Dampier Peninsula of Western Australia.
In the Timor Sea Shell holds interests in the large Sunrise and Evans
Shoal gas fields (Shell interest 33% and 25%, respectively). The
partners have selected a FLNG development concept for Greater
Sunrise gas.
New Zealand
Shell has an 83.75% interest in the offshore Maui gas field, a 50%
interest in the onshore Kapuni gas field and a 48% interest in the
offshore Pohokura gas field. The gas produced is sold domestically,
mainly under long-term contracts. Shell also has interests in other
exploration licence areas in the Taranaki Basin.
OCEANIA
AFRICA
Australia
Shell has interests in offshore production and exploration licences in the
North West Shelf (NWS) and Greater Gorgon areas of the Carnarvon
Basin, as well as in the Browse Basin and Timor Sea areas. Some of
these interests are held directly and some indirectly, through a
Egypt
Shell has a 50% interest in the Badr El-Din Petroleum Company
(Bapetco), a joint venture with the Egyptian General Petroleum
Corporation. Bapetco carries out field operations in West Desert
concessions in which Shell has an interest in BED, NEAG, NEAG
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
25
Extension, West Sitra, Sitra, Obaiyed and the recently acquired Alam
El Shawish West Concession area.
Production, Storage and Offloading vessel throughout the year
following the start-up of production in 2009 after being shut-in
following security incidents in 2006.
In addition, Shell is carrying out offshore exploration in the North West
Damietta Extension and has an interest in two BP-operated offshore
concessions: North Damietta and North Tineh.
Gabon
Shell has interests in eight onshore mining concessions and three
offshore exploration concessions. Two of the non-operated concessions
(Coucal and Avocette) have been converted into PSCs as of January 1,
2011. An offshore exploration concession – the Shell-operated
Igoumou Marin ultra-deep concession – expired in 2010 and is yet to
be renewed due to a geographical boundary dispute. The other
concessions expire between 2011–2042, and requests for extensions
are in progress for the near-term expirations. In 2010, Shell increased
its interests in two Shell-operated assets and one non-operated asset as
a result of an asset swap with Hess.
Nigeria
While security in Nigeria remains fragile, the situation has improved in
2010, allowing the restart of certain facilities that were previously
inaccessible. Overall 2010 production in Nigeria was some 400
thousand boe/d compared with some 280 thousand boe/d in 2009
(Shell share).
Onshore The Shell Petroleum Development Company of Nigeria Ltd
(SPDC) is the operator of a joint venture (Shell interest 30%) that holds
27 Niger Delta onshore oil mining leases (OMLs), which expire in
2019.
On the funding side, Modified Carry Agreements (MCAs) are in place
for certain key projects and a bridge loan was drawn down by the
Nigerian National Petroleum Company (NNPC) in 2010. Additionally,
the Gbaran-Ubie integrated oil and gas project (Shell interest 30%)
came on-stream in 2010 in Bayelsa State. In early 2011, Gbaran-Ubie
achieved peak gas production of 1 billion scf/d; oil production has
reached some 50 thousand b/d and is expected to peak at some
70 thousand b/d. Gas from Gbaran-Ubie is delivered to power plants
for domestic use and to Nigeria LNG Ltd (NLNG) for export.
In 2010, Shell sold its interests in OMLs 4, 38 and 41 in the Niger
Delta and related equipment to a consortium led by two Nigerian
companies. In October 2010, Shell reached agreement to transfer its
rights in OML 26 in the Niger Delta to FHN26 Ltd, a subsidiary of First
Hydrocarbon Nigeria Limited. This transaction is expected to be
completed in 2011, subject to approval by NNPC and the Federal
Government of Nigeria.
Offshore The main offshore deep-water activities are carried out by
Shell Nigeria Exploration and Production Company (SNEPCo – Shell
interest 100%) with interests in three deep-water blocks. Shell operates
two of the blocks including the Bonga field 120 kilometres offshore with
a production capacity of more than 200 thousand b/d of oil and
150 million scf/d of gas. Deep-water offshore activities are typically
governed through PSCs with NNPC.
Additionally, SPDC also holds an interest in six shallow-water offshore
leases, of which five expired on November 30, 2008. However, under
the Nigerian Petroleum Act, SPDC is entitled to an extension. Currently,
the status quo is maintained following a court order issued on
November 26, 2008. SPDC is pursuing a negotiated solution with the
Federal Government of Nigeria. However, this process has been
protracted and is expected to be further delayed. Production from one
of the leases – the EA licence – continued from the Sea Eagle Floating
Shell also has an interest in deep-water block OPL 322 and a disputed
interest in OML 122. Furthermore, the ownership of the licence and the
rights in the OPL 245 PSC are the subject of ongoing litigation.
LNG Shell has a 25.6% interest in Nigeria LNG (NLNG), which
operates six LNG trains with a total capacity of 21.6 mtpa. NLNG
achieved near full capacity during 2010, helped by better gas supply
due to improved security and the start-up of Gbaran-Ubie.
Rest of Africa
Shell also has interests in Algeria, Benin, Cameroon, Ghana, Libya,
South Africa, Tanzania, Togo and Tunisia.
NORTH AMERICA
Canada
In total, Shell holds over 2,000 mineral leases in Canada (mainly in
Alberta and British Columbia). Shell produces and markets natural gas,
NGL, sulphur, synthetic crude oil and bitumen. Bitumen is a very heavy
crude oil produced through conventional methods as well as through
enhanced oil-recovery methods, such as heating the reservoirs for
example. Synthetic crude oil is produced by mining bitumen-saturated
sands, extracting the bitumen from the sands, and transporting it to a
processing facility where hydrogen is added to produce a wide range
of feedstock for refineries.
Gas The majority of Shell’s Canadian gas production comes from the
Foothills region of Alberta, where Shell holds approximately
2,000 square kilometres (500 thousand acres). Shell owns and
operates four natural gas processing and sulphur extraction plants in
southern and south-central Alberta and is among the world’s largest
producers and marketers of sulphur. Additionally, Shell holds a 31.3%
interest in the Sable Offshore Energy project, a natural gas complex
offshore eastern Canada, and has a 20% non-operating interest in an
early stage deep-water exploration asset off the east coast of
Newfoundland. Shell also holds a number of exploration licences in the
Mackenzie Delta. Shell continued unconventional gas development in
west-central Alberta and east-central British Columbia during 2010,
through drilling programmes and investment in infrastructure
facilitating new production. Shell holds approximately 2,800 square
kilometres (700 thousand acres) in these tight gas areas.
Synthetic crude oil Shell operates the Athabasca Oil Sands project
(AOSP) in north-east Alberta as part of a joint venture (Shell interest
60%). Power and steam for the operations are provided from an on-site
co-generation facility, which is owned and operated by an independent
company, in combination with boiler facilities owned by the joint
venture. The bitumen is transported by pipeline for processing at the
Scotford Upgrader, which is operated by Shell and located in the
Edmonton area of central Alberta. In 2010, Shell completed an
expansion project to increase AOSP’s bitumen production capacity by
100 thousand boe/d. Construction for the expansion of the Scotford
Upgrader is underway, and will come on-stream in 2011 allowing total
upgrading capacity of 255 thousand boe/d.
Shell also holds a number of other minable oil sands leases in the
Athabasca region with expiry dates ranging from 2011 to 2020. By
completing a certain minimum level of development prior to their
expiry, leases may be extended.
26
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
Bitumen Shell produces and markets bitumen in the Peace River area of
Alberta, and has a steam-assisted gravity drainage project in operation
near Cold Lake, Alberta. Additional heavy oil resources and advanced
recovery technologies are under evaluation on about 1,200 square
kilometres (300 thousand acres) in the Grosmont oil sands area, also in
northern Alberta.
United States
Shell produces oil and gas in the Gulf of Mexico, heavy oil in
California and primarily onshore tight gas in Louisiana, Pennsylvania,
Texas and Wyoming. The majority of Shell’s oil and gas production
interests are acquired under leases granted by the owner of the
minerals underlying the relevant acreage (including many leases for
federal onshore and offshore tracts). Such leases are currently running
on an initial fixed term that is automatically extended by the
establishment of production for as long as production continues, subject
to compliance with the terms of the lease (including, in the case of
federal leases, extensive regulations imposed by federal law).
Gulf of Mexico The Gulf of Mexico is the major production area,
accounting for some 60% of Shell’s oil and gas production in the USA.
Shell holds more than 460 federal offshore leases in the Gulf, with
about a quarter of them producing. Shell’s share of production in the
Gulf of Mexico averaged over 220 thousand boe/d in 2010. Key
producing assets are Auger, Brutus, Enchilada, Holstein, Mars, Mensa,
NaKika, Perdido, Ram Powell and Ursa.
Shell, with partners, brought the Perdido deep-water spar development
(Shell interest 35%) on-stream in March 2010. Following a shutdown in
mid-2010, Perdido continued ramp up in the second half of 2010, and
is expected to reach its peak production in 2012.
The drilling moratorium in the Gulf of Mexico, and new regulatory
requirements following the Deepwater Horizon incident, have resulted
in deferment of various Shell exploration and development
programmes. Shell is fully prepared to resume normal operations in
compliance with new regulations and pending final regulatory
approval of required exploration, development, oil spill response plans
and operation-specific drilling permits.
As part of an ongoing portfolio optimisation programme, Shell divested
its interests in a package of various non-strategic assets in the Gulf of
Mexico in late 2010 – early 2011.
Onshore Following the acquisition of East Resources, Shell holds some
2,800 square kilometres (700 thousand net acres) of highly contiguous
acreage with a focus on the Marcellus shale, centred on Pennsylvania
in the north-east USA. Additionally, Shell has acquired and began
exploration drilling on some 1,000 square kilometres (250 thousand
net acres) of mineral rights in the Eagle Ford shale play in south Texas.
In addition to the Pennsylvania Marcellus and south Texas Eagle Ford
operations, Shell also has multi-rig onshore gas drilling programmes on
the Pinedale Anticline in Wyoming and in the Haynesville shale tight-
gas opportunity of north-west Louisiana.
California Shell holds a 51.8% interest in Aera Energy LLC, an
exploration and production company with assets in the San Joaquin
Valley and Los Angeles Basin areas of southern California. Aera
operates more than 15,000 wells, producing about 160 thousand
boe/d of heavy oil and gas, and accounting for approximately 30% of
the state’s production.
Alaska Shell also holds over 410 federal leases for exploration in the
Beaufort and Chukchi seas in Alaska. Due to, among other things, the
Federal government’s suspension of Shell’s drilling plans imposed after
the Deepwater Horizon incident in the Gulf of Mexico, Shell was
prevented from pursuing offshore drilling in 2010. An adverse
Environmental Appeals Board ruling on Environmental Protection
Agency air permits at the end of 2010 increased regulatory uncertainty
for 2011 drilling, therefore, in 2011, Shell will focus on obtaining the
permits required for drilling in 2012.
Wind In the wind energy business, Shell has interests in eight US wind
projects (Shell interest 50%) with a total installed capacity of 899 MW.
Rest of North America
In Mexico Shell has interests in a gulf coast LNG regasification terminal
and a related gas marketing business, as well as capacity rights in a
west coast LNG import terminal.
SOUTH AMERICA
Brazil
Shell is the operator of several producing fields offshore Brazil. They
include the Bijupirá and Salema fields (Shell interest 80%) and the
Parque das Conchas (BC-10) field (Shell interest 50%), which came on-
stream in 2009 and continued ramp-up in 2010. Shell has taken a
Final Investment Decision for phase 2 of the BC-10 project. Shell also
has interests in offshore development and exploration blocks in the
Campos, Santos and Espirito Santo basins as well as in the Sa˜o
Francisco onshore area. Shell operates two of these blocks with
interests ranging from 17.5% to 100%. In 2010, Shell divested its
interest in the Merluza property.
Additionally, Shell holds an 18% interest in Brazil Companhia de Gas
de Sa˜o Paulo (Comgás), a natural gas distribution company in the state
of Sa˜o Paulo.
Rest of South America
Shell also has interests in Argentina, Colombia, French Guiana,
Guyana and Venezuela.
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
27
S U MM A RY O F P ROV E D OI L A N D G A S R E SE RVE S OF S HE L L S U B S I D IA RI E S AN D S H E L L S H A RE OF
E Q U I T Y- AC C O U N T E D IN VE ST ME N T S [ A] (AT D EC EMBER 31 , 201 0)
BASED ON AVERAGE PRICES FOR 2010
Oil and natural
gas liquids
(million barrels)
Natural gas
(thousand
million scf)
Synthetic crude oil
(million barrels)
Bitumen
(million barrels)
Total
all products
(million boe) [B]
Proved developed
Europe
Asia
Oceania
Africa
North America
USA
Canada
South America
Proved undeveloped
Europe
Asia
Oceania
Africa
North America
USA
Canada
South America
Total proved developed and undeveloped
Europe
Asia
Oceania
Africa
North America
USA
Canada
South America
Total
518
784
58
406
467
26
59
99
1,301
51
344
376
9
30
617
2,085
109
750
843
35
89
4,528
12,512
4,783
1,352
1,092
1,515
869
98
3,054
13,435
4,797
1,897
1,230
439
62
15,566
18,218
6,149
2,989
2,745
1,308
160
47,135
–
–
–
–
–
1,214
–
–
–
–
–
–
353
–
–
–
–
–
–
1,567
–
1,567
–
–
–
–
–
23
–
–
–
–
–
–
28
–
–
–
–
–
–
51
–
51
2,675
1,609
291
594
728
1,413
76
626
3,617
878
671
588
466
41
3,301
5,226
1,169
1,265
1,316
1,879
117
14,273
[A] Includes 24 million boe of reserves attributable to non-controlling interest in Shell subsidiaries held by third parties.
[B] Natural gas has been converted to an oil equivalent basis at 5,800 scf per barrel.
28
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
L OCATI ON OF OI L A N D G AS PR ODU CI N G ACTI VI TIE S [A ]
( AT D EC EMBER 3 1, 20 10)
CAPI TAL E X PE N DI TU RE O N OI L AN D G AS ACT I VITI E S AN D
E X PL ORAT I ON E X PE N SE O F S HE L L S U B S I D IA RI E S B Y
Development
and/or
production
Exploration
G E OG RAPH I CAL A RE A [A ]
Shell operator [B]
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
2010
2,033
3,137
1,804
1,629
9,400
2009
2,618
4,539
969
2,351
4,114
3,455
373
21,831
4,305
537
19,433
$ MILLION
2008 [B]
2,818
4,633
698
1,824
5,597
6,854
955
23,379
[A] Capital expenditure is the cost of acquiring property, plant and equipment for
exploration and production activities, and – following the successful efforts
method in accounting for exploration costs – includes exploration drilling
costs capitalised pending determination of commercial reserves. See also
Note 2 to the “Consolidated Financial Statements” for further information.
Exploration expense is the cost of geological and geophysical surveys and of
other exploratory work charged to income as incurred. Exploration expense
excludes depreciation and release of currency translation differences.
[B] Excludes synthetic crude oil activities.
OI L AN D GA S AVE R A G E I N D U S TRY PRI CE S [A]
Brent ($/b) [B]
WTI ($/b) [B]
Henry Hub ($/MMBtu)
UK National Balancing Point (pence/therm)
2010
79.50
79.45
4.40
42.12
2009
61.55
61.75
3.90
30.93
2008
97.14
99.72
8.85
58.06
[A] Yearly average Brent, WTI and UK National Balancing Point prices are based
upon daily spot prices; yearly average Henry Hub prices are based upon
monthly spot prices.
[B] Average industry prices differ from realised prices because the quality, and
therefore the price, of actual crude oil produced differs from the blends used
for market pricing purposes or quoted blends.
Europe
Denmark
Germany
Ireland
Italy
The Netherlands
Norway
Sweden
UK
Ukraine
Asia
Brunei
China
Iraq
Jordan
Kazakhstan
Malaysia
Oman
Pakistan
Philippines
Qatar
Russia
Saudi Arabia
Syria
United Arab Emirates
Oceania
Australia
New Zealand
Africa
Cameroon
Egypt
Gabon
Libya
Nigeria
Tunisia
North America
USA
Canada
South America
Argentina
Brazil
Colombia
Guyana
Venezuela
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
m
[A] Including equity-accounted investments. Where an equity-accounted
investment has properties outside its base country, those properties are not
shown in this table.
[B] In several countries where “Shell operator” is indicated, Shell is the operator
of some but not all exploration and/or production ventures.
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
29
Average realised price by geographical area
O IL AN D N AT U R A L G A S L I QU IDS
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
2010
Shell share of
equity-accounted
investments
83.24
44.27
78.05 [A]
–
74.27
–
63.57
52.42
Shell
subsidiaries
73.35
76.21
67.90
79.63
76.36
53.23
69.99
75.74
2009
Shell share of
equity-accounted
investments
56.97
36.53
56.16 [A]
–
56.24
–
58.00
42.49
Shell
subsidiaries
55.53
57.50
50.47
61.45
57.25
39.26
57.76
57.39
$/BARREL
2008
Shell share of
Shell
subsidiaries
89.28
95.92
equity-accounted
investments
86.33
49.78
85.92
98.52
97.95
67.07 [B]
79.42
92.75
99.99 [A]
–
89.74
–
82.25
63.59
[A] Includes Shell’s ownership of 24% of Woodside Petroleum Ltd as from November 2010 (previously: 34%), a publicly listed company on the Australian Securities
Exchange. We have limited access to data, accordingly the number is an estimate.
[B] Includes bitumen.
N ATU R AL G A S
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
2010
Shell share of
equity-accounted
investments
6.71
Shell
subsidiaries
6.87
2009
Shell share of
equity-accounted
investments
8.17
Shell
subsidiaries
7.06
4.40
8.59
1.96
4.90
4.09
3.79
5.28
6.55
8.79 [A]
–
7.27
–
–
6.81
3.61
5.29
1.71
4.36
3.73
3.18
4.83
4.26
3.94 [A]
–
5.02
–
–
6.73
$/THOUSAND SCF
2008
Shell share of
equity-accounted
investments
10.87
7.06
4.13 [A]
–
12.15
–
–
9.63
Shell
subsidiaries
9.46
4.67
2.96
1.67
9.61
7.71
4.37
6.85
[A] Includes Shell’s ownership of 24% of Woodside Petroleum Ltd as from November 2010 (previously: 34%), a publicly listed company on the Australian Securities
Exchange. We have limited access to data, accordingly the number is an estimate.
S Y N T HE T I C CRU D E OI L
North America – Canada
B IT U M E N
North America – Canada
2010
Shell
subsidiaries
71.56
2010
Shell
subsidiaries
66.00
2009
Shell
subsidiaries
56.23
2009
Shell
subsidiaries
50.00
$/BARREL
$/BARREL
30
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
Average production costs by geographical area
O IL , N AT U RAL G A S L I QU I D S A N D N AT U RAL G A S [ A]
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
2010
Shell share of
equity-accounted
investments
2.78
4.68
8.37 [B]
–
16.47
–
25.05
5.29
Shell
subsidiaries
10.09
6.07
5.85
7.09
12.90
17.48
8.88
9.10
2009
Shell share of
equity-accounted
investments
3.18
5.44
$/BOE
2008
Shell share of
Shell
subsidiaries
9.25
7.01
equity-accounted
investments
3.41
4.99
5.59 [B]
–
15.74
–
12.75
5.72
3.41
7.53
9.54
17.67
10.76
8.61
3.40 [B]
–
18.46
–
11.26
5.67
Shell
subsidiaries
11.91
5.86
3.63
9.71
12.11
16.63
12.94
9.88
[A] Natural gas has been converted to oil equivalent using a factor of 5,800 scf per barrel.
[B] Includes Shell’s ownership of 24% of Woodside Petroleum Ltd as from November 2010 (previously: 34%), a publicly listed company on the Australian Securities
Exchange. We have limited access to data, accordingly the number is an estimate.
S Y N T HE T I C CRU D E OI L
North America – Canada
B IT U M E N
North America – Canada
2010
Shell
subsidiaries
49.83
2010
Shell
subsidiaries
23.82
2009
Shell
subsidiaries
39.83
2009
Shell
subsidiaries
18.32
$/BARREL
$/BARREL
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
31
Oil and gas production (available for sale)
CRUDE OIL AN D N ATU RAL GA S L IQ UIDS PRODUCTION [ A]
2010
Shell share of
2009
Shell share of
THOUSAND B/D
2008
Shell share of
Shell
subsidiaries
equity-accounted
investments
Shell
subsidiaries
equity-accounted
investments
Shell
subsidiaries
equity-accounted
investments
Europe
Denmark
Germany
Italy
The Netherlands
Norway
UK
Total Europe
Asia
Brunei
China
Iran
Malaysia
Oman
Philippines
Russia
Syria
United Arab Emirates
Others
Total Asia
Oceania
Australia
New Zealand
Total Oceania
Africa
Cameroon
Egypt
Gabon
Nigeria
Total Africa
North America
Canada
USA
Total North America
South America
Brazil
Others
Total South America
Total
98
3
33
–
48
98
280
3
4
2
40
199
4
–
19
–
–
271
18
12
30
10
10
34
302
356
20
163
183
53
1
54
1,174
–
–
–
5
–
–
5
77
–
–
–
–
–
117
–
135
1
330
29
–
29
–
–
–
–
–
–
74
74
–
7
7
445
107
3
30
–
62
110
312
2
11
5
39
195
4
–
22
–
–
278
18
12
30
12
12
29
231
284
20
195
215
24
1
25
1,144
–
–
–
5
–
–
5
76
–
–
–
–
–
106
–
127
1
310
35
–
35
–
–
–
–
–
–
78
78
–
9
9
437
114
3
32
–
67
154
370
1
14
10
38
192
5
–
22
–
–
282
17
12
29
13
9
30
266
318
46[B]
190
236
23
1
24
1,259
–
–
–
5
–
–
5
80
–
–
–
–
–
70
–
146
1
297
39
–
39
–
–
–
–
–
–
82
82
–
11
11
434
[A] Includes natural gas liquids. Royalty purchases are excluded. Reflects 100% of production attributable to subsidiaries; except in respect of PSCs, where the figures
shown represent the entitlement of the subsidiaries concerned under those contracts.
[B] Includes bitumen production.
32
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
N ATURAL G A S PRO DUCTIO N [A ]
Europe
Denmark
Germany
Italy
The Netherlands
Norway
UK
Total Europe
Asia
Brunei
China
Malaysia
Pakistan
Philippines
Russia
Syria
Total Asia
Oceania
Australia
New Zealand
Total Oceania
Africa
Egypt
Nigeria
Total Africa
North America
Canada
USA
Total North America
South America
Argentina
Brazil
Total South America
Total
2010
Shell share of
equity-accounted
investments
Shell
subsidiaries
2009
Shell share of
equity-accounted
investments
Shell
subsidiaries
MILLION SCF/DAY
2008
Shell share of
equity-accounted
investments
Shell
subsidiaries
328
267
38
–
643
541
1,817
55
253
807
96
110
–
3
1,324
404
202
606
137
587
724
563
1,149
1,712
52
9
61
6,244
–
–
–
1,997
–
–
1,997
497
–
–
–
–
359
–
856
204
–
204
–
–
–
–
4
4
–
–
–
3,061
335
311
31
–
593
561
1,831
44
257
886
92
121
–
4
1,404
383
218
601
163
292
455
530
1,055
1,585
63
18
81
5,957
–
–
–
1,639
–
–
1,639
473
–
–
–
–
192
–
665
216
–
216
–
–
–
–
6
6
–
–
–
2,526
406
333
29
–
492
678
1,938
51
231
874
86
113
–
6
1,361
345
216
561
145
552
697
406
1,048
1,454
65
33
98
6,109
–
–
–
1,741
–
–
1,741
499
–
–
–
–
–
–
499
215
–
215
–
–
–
–
5
5
–
–
–
2,460
[A] Reflects 100% of production attributable to subsidiaries; except in respect of PSCs, where the figures shown represent the entitlement of the companies concerned
under those contracts.
S Y N THE TI C CRU DE OI L PRODU CT I ON
THOUSAND B/D
2010
Shell
subsidiaries
72
2010
Shell
subsidiaries
18
2009
Shell
subsidiaries
80
2009
Shell
subsidiaries
19
North America – Canada
B IT U M E N PRODU CTI O N
North America – Canada
M IN E D O I L S A N D S PROD U CTI ON
Athabasca Oil Sands project after royalties
THOUSAND B/D
THOUSAND B/D
2008
78
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
33
O IL AN D G AS ACRE A G E [ A] [ B] [ C] ( AT D EC EMBE R 3 1)
Developed
Net
2,550
9,970
553
2,424
952
2010
Undeveloped
Net
5,497
Gross
13,258
41,781
81,748
23,327
7,003
22,800
24,413
17,079
5,834
664
76
19,257
26,408
6,588
15,878
17,189 209,403 101,468
Gross
8,983
27,496
2,274
6,701
1,568
1,002
162
48,186
Developed
Net
2,592
2009
Undeveloped
Net
3,653
Gross
9,770
11,108
568
2,615
597
78,382
82,945
27,096
6,250
40,547
24,326
18,656
5,027
628
59
19,448
26,712
7,178
18,081
18,167 249,236 118,835
Gross
9,045
30,969
2,276
7,393
1,030
966
126
51,805
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
THOUSAND ACRES
2008
Undeveloped
Net
3,038
Gross
8,924
74,749
79,548
26,959
6,238
36,811
23,052
20,289
4,973
Developed
Net
2,785
11,260
552
2,582
593
707
53
19,546
27,792
1,877
4,387
18,532 228,597 109,586
Gross
9,646
31,252
2,146
7,314
1,009
1,025
115
52,507
[A] Including equity-accounted investments.
[B] The term “gross” refers to the total activity in which Shell subsidiaries and equity-accounted investments have an interest, and the term “net” refers to the sum of the
fractional interests owned by Shell subsidiaries plus the Shell share of equity-accounted investments’ fractional interest.
[C] Greenland data incorporated as part of Europe.
N U MBE R OF PRODU CTI VE WE L L S [A ] [B] (AT D E CE MBE R 31)
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
Gross
1,464
7,236
39
1,180
15,322
433
73
25,747
Oil
Net
412
2,382
4
447
7,771
370
34
11,420
Gross
1,341
298
608
89
3,884
1,007
6
7,233
[A] Including equity-accounted investments.
2010
Gas
Net
443
164
211
59
2,457
764
1
4,099
Gross
1,544
6,751
39
1,150
15,425
446
72
25,427
Oil
Net
423
2,250
6
415
7,835
382
32
11,343
Gross
1,343
207
566
80
1,640
947
12
4,795
2009
Gas
Net
446
99
122
53
1,170
713
5
2,608
Gross
1,569
6,043
42
1,163
15,505
429
68
24,819
Oil
Net
422
2,038
9
420
7,828
365
29
11,111
Gross
1,323
200
319
79
1,412
888
12
4,233
2008
Gas
Net
440
95
60
49
1,037
665
5
2,351
[B] The term “gross” refers to the total activity in which Shell subsidiaries and equity-accounted investments have an interest, and the term “net” refers to the sum of the
fractional interests owned by Shell subsidiaries plus the Shell share of equity-accounted investments’ fractional interest.
N U MBE R OF N E T PROD U CTI V E WE L L S A N D DRY HOL E S DR IL L E D [ A]
Exploratory
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
Development
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
[A] Including equity-accounted investments.
Productive
2010
Dry
Productive
2009
Dry
Productive
2008
Dry
4
27
33
15
80
64
4
227
20
269
3
11
388
34
1
726
4
31
2
5
5
8
1
56
1
4
–
–
–
–
–
5
6
38
24
8
49
32
1
158
15
260
27
12
424
45
5
788
3
10
3
4
2
19
–
41
–
3
–
1
1
–
–
5
9
27
6
13
13
41
3
112
7
210
3
17
475
59
2
773
3
4
2
4
4
46
1
64
1
1
–
1
1
–
–
4
34
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
N U MBE R OF WE L L S IN TH E PROCE S S O F E XPLO RATORY DRI L LI N G [ A] [B ] [ C] [D ]
2010
Wells in the process of
drilling at January 1 and
allocated proved
reserves during the year
Wells in the process of
drilling at January 1 and
determined as dry
during the year
New wells in the
process of drilling at
December 31
At January 1
At December 31
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
36
13
67
26
154
31
22
13
117
64
63
62
13
6
472
215
(6)
(2)
(9)
(4)
–
–
(6)
(3)
(80)
(47)
(11)
(11)
(8)
(4)
(120)
(71)
(2)
(2)
(2)
(1)
–
–
(7)
(4)
(5)
(4)
(14)
(14)
(3)
(1)
(33)
(26)
8
2
37
20
101
37
14
10
53
41
41
39
8
4
262
153
36
11
93
41
255
68
23
16
85
54
79
76
10
5
581
271
[A] Including equity-accounted investments.
[B] The term “gross” refers to the total activity in which Shell subsidiaries and equity-accounted investments have an interest, and the term “net” refers to the sum of the
fractional interests owned by Shell subsidiaries plus the Shell share of equity-accounted investments’ fractional interest.
[C] Wells in the process of drilling includes exploratory wells temporarily suspended.
[D] The number of wells in the process of exploratory drilling at January 1, 2010, has been adjusted for 10 additional wells identified after publication of the 2009
Annual Report and Form 20-F. The adjustment comprises two wells in Europe; two wells in Oceania; one well in the USA; four wells in Canada; and one well in
South America.
N U MBE R OF WE L L S IN TH E PROCE S S O F DE V E L OPM E N T D RI L L IN G [ A] [ B ] [ C ]
Europe
Asia
Oceania
Africa
North America – USA
North America – Canada
South America
Total
At January 1
16
3
69
2010
At December 31
6
1
73
22
28
6
3
1
100
47
41
34
1
1
258
114
23
–
–
–
–
128
73
14
13
–
–
221
110
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
Gross
Net
[A] Including equity-accounted investments.
[B] The term “gross” refers to the total activity in which Shell subsidiaries and equity-accounted investments have an interest, and the term “net” refers to the sum of the
fractional interests owned by Shell subsidiaries plus the Shell share of equity-accounted investments’ fractional interest.
[C] In addition to the present activities above, Shell has ongoing activities related to the installation of waterflood projects in Europe, Asia, Africa and North America;
activities related to steam floods are in progress in Europe, Asia and North America; and gas compression is being installed in Europe and Asia.
S HE L L I N T E RE S T I N L N G L IQ U E FA CT IO N PL A N T CA PA CI T Y (AT D E CEMBE R 31, 2 010)
Australia North West Shelf
Brunei LNG
Malaysia LNG (Dua and Tiga)
Nigeria LNG
Oman LNG
Qalhat (Oman) LNG
Sakhalin LNG
[A] As reported by the operator.
[B] Our interests in the Dua and Tiga plants are due to expire in 2015 and 2023 respectively.
L N G L I QU E FACTI ON PL AN T CA PACI TY U N DE R CON STRUC TI ON (AT D EC EMBE R 31, 2 010)
Australia Pluto 1
Gorgon
Qatargas 4
[A] As reported by the operator.
[B] Based on 90% Woodside shareholding in the Pluto 1 plant.
Shell Annual Report and Form 20-F 2010
Business Review fl Upstream
35
Location
Karratha
Lumut
Bintulu
Bonny
Sur
Sur
Prigorodnoye
Shell
interest (%)
21
25
15
26
30
11
27.5
100% capacity
(mtpa) [A]
16.3
7.8
14.6 [B]
21.6
7.1
3.7
9.6
Location
Karratha
Barrow Island
Ras Laffan
Shell
interest (%)
100% capacity
(mtpa) [A]
22 [B]
25
30
4.3
15.3
7.8
L N G REG ASIFICATION TERMIN AL CAPACITY (AT D EC EMBER 31 , 201 0)
Huelva
Barcelona
Hazira
Altamira
Cove Point
Costa Azul
Elba Island [A]
Elba Expansion
Location
Huelva, Spain
Barcelona, Spain
Gujarat, India
Altamira, Mexico
Lusby, MD, USA
Baja California, Mexico
Elba Island, GA, USA
Elba Island, GA, USA
Shell capacity
rights (mtpa)
0.3
0.9
2.2
3.3
1.8
2.7
2.8
4.2
Capacity right
period
2010–2034
2010–2034
from 2005
from 2006
2003–2023
2008–2028
2006–2036
2010–2035
Status
In operation
In operation
In operation
In operation
In operation
In operation
In operation
In operation
Shell
interest (%)
Leased
Leased
74%
50%
Leased
Leased
Leased
Leased
Start-up
date
1988
1969
2005
2006
2003
2008
2006
2010
[A] Capacity leased to third party through end 2010.
G T L PL AN TS (AT D E CE MBE R 31, 2010)
Bintulu
Pearl
Location
Malaysia
Qatar
100%
capacity (b/d)
14,700
140,000
Shell
interest (%)
72
100
Status
In operation
In construction
36
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
DOWNSTREAM
K E Y S TATI S T ICS
Revenue (including inter-segment sales)
Segment earnings [A]
Including:
Production and manufacturing
$ MILLION
2010
2009
2008
336,216
2,950
250,362
258
412,813
5,309
expenses
10,592
11,829
12,225
Selling, distribution and
administrative expenses
Depreciation, depletion and
amortisation
Share of earnings of equity-
accounted investments [A]
Net capital investment [B]
Refinery availability (%)
Chemical plant availability (%)
Refinery processing intake
(thousand b/d)
Oil products sales volumes
(thousand b/d)
Chemicals sales volumes
(thousand tonnes)
13,716
14,505
14,451
4,254
4,399
3,574
948
2,358
92
94
661
6,232
93
92
834
3,104
91
94
3,197
3,067
3,388
6,460
6,156
6,568
20,653
18,311
20,327
[A] With effect from 2010, Downstream segment earnings are presented on a
current cost of supplies basis. See Notes 2 and 7 to the “Consolidated
Financial Statements” for further information. Comparative information is
consistently presented.
[B] See Note 7 to the “Consolidated Financial Statements”.
Overview
Shell’s Downstream organisation is made up of a number of different
businesses. Collectively these turn crude oil into a range of refined
products, which are moved and marketed around the world for
domestic, industrial and transport use. The products include gasoline,
diesel, heating oil, aviation fuel, marine fuel, lubricants, bitumen,
sulphur and liquefied petroleum gas (LPG). In addition, we produce and
sell petrochemicals for industrial use worldwide.
Our Manufacturing business includes Refining as well as Supply and
Distribution. Marketing includes our Retail, Business to Business (B2B),
Lubricants and Alternative Energies businesses. Our Chemicals
business has dedicated manufacturing and marketing units of its own.
We also trade crude oil, oil products and petrochemicals primarily to
optimise feedstock for our Manufacturing and Chemicals businesses
and to supply our Marketing businesses.
With effect from 2010, Downstream earnings are presented on a
current cost of supplies basis (CCS earnings). On this basis, the
purchase price of volumes sold during the period is based on the
estimated current cost of supplies during the same period after making
allowance for the estimated tax effect. CCS earnings therefore exclude
the effect of changes in the oil price on inventory carrying amounts of
$1,498 million in 2010. Previously, earnings were presented applying
the first-in, first-out (FIFO) method of inventory accounting. For
comparison purposes, prior year segmented earnings are consistently
presented on a CCS basis (2009 decreased by $2,796 million, and
2008 increased by $5,270 million).
The industry landscape has improved from the picture a year ago but
the business continues to face uncertainty. At the same time, some
1.3 million barrels per day of new refining capacity came online in
2010, adding further surplus capacity in the market. In general, Shell
Downstream businesses are seeing the benefit of economic growth in
non-OECD regions, especially Asia-Pacific, with mixed economic
signals in Europe and the USA.
Earnings 2010–2008
Segment earnings in 2010 were $2,950 million, compared with
$258 million in 2009 and $5,309 million in 2008.
Manufacturing reported a loss in 2010, but the loss was less than in
2009 primarily due to higher realised refining margins and higher
refinery processing intakes. Margins increased globally as a result of
better macroeconomic conditions and strong year-on-year growth,
particularly in non-OECD countries.
Marketing earnings related to oil products increased compared with
those of 2009 because of lower costs, which were partly offset by
lower Retail and B2B margins. In 2010, earnings also benefited from
lower depreciation and impairment charges compared with 2009.
Although not as significant as Marketing, Chemicals reported near-
record earnings in 2010, accounting for approximately 50% of overall
Downstream earnings. Earnings increased compared with those of
2009 on the back of an improved market environment, resulting in
higher realised margins, higher sales volumes and increased earnings
from equity-accounted investments.
Earnings from trading activities were lower than in 2009 due to
reduced volatility levels and fewer storage opportunities as a result of a
less pronounced contango market structure (forward prices higher than
current spot prices).
Downstream earnings in 2010 included net charges related to
identified items of $923 million, reflecting impairments mainly relating
to refining assets and provisions, which were partly offset by a gain
related to the estimated fair value accounting of commodity derivatives,
gains from divestments and from the sale of land holdings associated
with the former Shell Haven refinery in the UK. The divestments
included our Downstream business in New Zealand and retail sites in
Singapore.
In 2010, revenues increased by $85,854 million over those of 2009,
reflecting higher average oil prices in 2010 and increased chemical
margins and sales volumes arising from greater demand.
Production and manufacturing expenses in 2010 decreased by
$1,237 million compared with those of 2009. This was primarily
driven by cost savings from portfolio activities and lower redundancy
costs, partially offset by higher volume-related processing fees.
Selling, distribution and administrative expenses decreased by
$789 million compared with 2009. This was the result of lower pension
charges, structural cost reductions, decreased redundancy costs and
the impact of portfolio activities.
Depreciation, depletion and amortisation decreased by $145 million
compared with the same period a year ago reflecting lower impairment
charges.
Our share of earnings from equity-accounted investments was greater
in 2010 than in 2009, primarily as a result of higher earnings in the
Chemicals business and improved refining margins.
Refinery processing intake in 2010 was 4% higher than it was in 2009
reflecting improved demand – particularly in Asia. The greater demand
was partly offset by portfolio activities and significant downtime in
some refineries in Europe and the USA.
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
37
Total oil products sales volumes in 2010 were 5% higher than in 2009.
Oil products marketing sales volumes (adjusted for the impact of
divestments) increased by 1% primarily due to higher B2B volumes.
demand, new on-stream industry capacity and the sale of the French
refineries in the first quarter of 2008.
In 2010, chemical sales volumes increased by 13% compared with
those of 2009, mainly due to the start-up of the Shell Eastern
Petrochemicals Complex (SEPC) in Singapore.
Between 2008 and 2009 segment earnings decreased by 95%.
Total oil products sales volumes in 2009 were 6% lower than in 2008.
Oil products marketing sales volumes (adjusted for the impact of
divestments) dropped by some 3%.
In 2009, chemical sales volumes decreased by 10% compared with
those of 2008 primarily due to lower demand resulting from the global
economic downturn.
Our 2009 Manufacturing earnings were significantly below those of
2008 due to substantially lower industry and realised refining margins
worldwide. In addition, Manufacturing earnings were impacted by
asset impairments as well as redundancy and restructuring provisions.
Net capital investment and portfolio actions
Net capital investment was $2.4 billion in 2010, compared with
$6.2 billion in 2009.
Marketing earnings related to oil products decreased from 2008 to
2009 due to lower marketing sales volumes and lower Retail and B2B
margins and were further reduced by redundancy and restructuring
provisions as well as impairments.
Earnings from trading activities in 2009 were higher than in 2008 as
the market remained in a contango structure throughout most of the
year and benefited from storage opportunities and arbitrage
opportunities (pricing differences between markets).
Earnings in Chemicals in 2009 were higher than in 2008 due to higher
income from equity-accounted investments and higher divestment
gains, which were partly offset by lower realised margins and lower
sales volumes.
Downstream earnings in 2009 included net charges related to
identified items of $1,682 million reflecting: asset impairments mainly
relating to refining assets; redundancy and restructuring provisions; a
charge related to the estimated fair value accounting of commodity
derivatives; non-cash pension charges; a charge related to a retirement
healthcare-plan modification; and other provisions. These charges
were partly offset by tax credits and gains from divestments.
In 2009, revenues decreased by $162,451 million compared with
2008, reflecting lower average oil prices in 2009 and lower sales
volumes due to weak demand.
Production and manufacturing expenses in 2009 decreased by
$396 million compared with those of 2008. The decrease was driven
by the sale of our French refineries in 2008, the impact of lower
refinery processing intakes and sales volumes on processing fees and
transport costs and the effect of a stronger US dollar on non-dollar
denominated costs.
Capital investment was $4.8 billion in 2010, of which $3.2 billion was
in Manufacturing and Chemicals, $1.4 billion was in Marketing and
$0.2 billion was in new equity and loans in equity-accounted
investments. Around 58% of our 2010 capital investment was to
maintain the integrity and performance of our asset base.
An investment milestone for the Chemicals business was reached in
May 2010, when we announced the start-up of the ethylene cracker at
the SEPC in Singapore. The 100% Shell-owned ethylene cracker has a
capacity of 800,000 tonnes of ethylene per annum, as well as
450,000 tonnes of propylene and 230,000 tonnes of benzene per
annum. The SEPC project is our largest petrochemical investment to
date, creating our largest fully integrated refinery and petrochemical
hub.
In the Marketing businesses we continued to invest in selected retail
markets, such as those of Germany and China, and in our growing
Lubricants businesses in China and Russia.
In 2009, capital investment was $7.5 billion, of which $4.4 billion was
in Manufacturing and Chemicals, $1.7 billion was in Marketing and
$1.4 billion was new equity and loans in equity-accounted investments.
The two main growth investments were the expansion of the Port Arthur
refinery in Texas and the SEPC project in Singapore.
Divestment proceeds were $2.4 billion in 2010 compared with
$1.3 billion in 2009. We are on track with our Downstream asset sales
programmes to refocus our portfolio on material positions with growth
potential.
In New Zealand we sold our Downstream business, including the
17.1% shareholding in the 104 thousand b/d refinery at Marsden
Point, for some $0.5 billion.
Selling, distribution and administrative expenses increased between
2008 and 2009 as a result of significantly higher pension charges and
redundancy provisions associated with structural cost reduction
actions, which outweighed the impact of ongoing cost reductions.
In Greece we sold our Downstream businesses, and entered into an
agreement for the continued use of the Shell brand in the Greek market,
for a consideration of around $0.3 billion. The sale included Shell’s
retail, commercial fuels, bitumen, chemicals, supply and distribution,
and LPG businesses, as well as a lubricants oil blending plant.
Depreciation, depletion and amortisation in 2009 increased by
$825 million compared with a year earlier, largely because of
impairments.
Our share of earnings from equity-accounted investments decreased in
2009 compared with 2008 primarily as a result of significantly lower
refining margins. This was partly offset by higher income in the
Chemicals business.
Refinery processing intake in 2009 declined 9% from 2008 despite
improved availability, reflecting reduced run rates due to weak
In Germany we sold our 90 thousand b/d Heide refinery and some
wholesale commercial activities for approximately $0.1 billion.
In Finland and Sweden we sold the majority of our refining and
marketing businesses, including Shell’s 100% owned 87 thousand b/d
Gothenburg refinery.
We also sold our Downstream businesses in Costa Rica, Gibraltar, Laos
and Panama in separate transactions.
38
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
Shell announced that it has agreed to divest the majority of its
shareholdings in most of its Downstream businesses in Africa. The
proposed deal will raise a total of approximately $1 billion. Under the
agreements, two new joint venture companies will continue to make
Shell fuels and lubricants available in 14 African countries under the
Shell brand. Excluded from the deal are the fuels, lubricants and
refining activities in South Africa.
Shell announced the decision to review ownership options for most of
its LPG businesses.
Shell confirmed it has received an offer to buy its 272 thousand b/d
Stanlow refinery and associated local marketing businesses in the UK
for a total consideration of some $1.3 billion.
We have continued to make progress with longer-term growth options.
In Brazil we signed a binding agreement to form a joint venture (Shell
interest 50%) with Cosan for the production of ethanol, sugar and
power, as well as the supply, distribution and retailing of transport
fuels.
In Qatar we signed a Memorandum of Understanding with Qatar
Petroleum to study jointly the development of a major petrochemical
complex that would include a mono-ethylene glycol plant of up to
1.5 million tonnes per annum. Combined with the output of other olefin
derivatives, the plant is expected to produce more than 2 million tonnes
per year of chemicals.
Business and property
MANU FACTURING
Refining
We have interests in more than 30 refineries worldwide with the
capacity to process some 4 million barrels of crude oil per day.
Approximately 40% of our refining capacity is in Europe and Africa,
30% in the Americas and 30% in Asia. Our refineries make a wide
range of products including gasoline, diesel, heating oil, aviation fuel,
marine fuel, lubricants, bitumen, LPG and sulphur.
Supply and Distribution
With 9,000 kilometres of pipeline, more than 2,500 storage tanks and
some 250 distribution facilities in around 60 countries, our Supply and
Distribution infrastructure is well positioned for making deliveries
throughout the world. Deliveries include feedstock for our refineries as
well as finished products for our Marketing businesses and customers
worldwide.
MARKETING
Retail
We have around 43,000 service stations in more than 80 countries,
selling more than 145 billion litres of fuel per year. We have more than
100 years’ experience in fuel development. In recent years we have
concentrated on differentiated fuels with special formulations designed
to clean engines and improve performance. We sell such fuels under
the Shell V-Power brand in more than 60 countries. Our Fuel Economy
formula for gasoline and diesel is now available in nearly 30 countries,
and the new Shell FuelSave brand has been launched in 10 countries.
Lubricants
We sell more branded lubricants than any other company in the world
and are the largest marketer of lubricants overall, with a 13.4% share
of the global finished lubricants market in volume terms (2009, Kline &
Company). We sell technically advanced lubricants in around 100
countries not only for passenger cars, trucks and coaches but also for
industrial machinery in manufacturing, mining, power generation,
agriculture and construction.
Business to Business (B2B)
B2B sells fuels, speciality products and services to a broad range of
commercial customers and consists of five separate businesses:
Shell Aviation provides fuel for around 7,000 aircraft every day at
over 800 airports across some 40 countries. On average we refuel a
plane every 12 seconds.
Shell Marine Products provides fuels, lubricants and related technical
services to the shipping and boating industries. We supply over 100
grades of lubricants and 20 different types of fuel for marine vessels
powered by diesel, steam turbine and gas turbine engines. We serve
more than 15,000 customer vessels, ranging from large ocean-going
tankers to small fishing boats in more than 600 ports in 48 countries.
Shell Gas (LPG) provides liquefied petroleum gas and related services
to retail, commercial and industrial customers for cooking, heating,
lighting and transport.
Shell Commercial Fuels provides transport, industrial and heating fuels
in more than 20 countries. Our wide range of products, from reliable
main-grade fuels with standard quality to premium products, can offer
tangible benefits including fuel economy, enhanced equipment
performance, such as longer life and lower maintenance costs, and
environmental benefits, such as reduced emissions.
Shell Specialities provides products and services related to the bitumen
residue from crude-oil refining and to sulphur derived from the
processing of natural gas and crude oil. Every day we supply to some
1,600 customers worldwide around 11,000 tonnes of bitumen –
enough to repave 350 kilometres of road. We are the leading premium
grade bitumen supplier in China and the only international bitumen
supplier for China’s high-speed railway sector. We have developed
innovative bitumen products that can be mixed and laid at temperatures
lower than conventional asphalt to reduce energy use and carbon
dioxide emissions.
We also have developed innovative sulphur-based products such as
Shell Thiopave, a paving material that can prolong road life; Shell
Thiocrete, a very durable, fast-setting concrete; and Shell Thiogro, a
new family of fertilisers for sulphur-responsive soils.
Alternative Energies and CO2
We investigate alternative energy technologies with a long-term
aspiration to develop them into business opportunities. We believe the
biofuels available today are the most realistic commercial solution to
reduce carbon dioxide emissions in the transport fuels sector over the
next 20 years. We are therefore building capacity in conventional
biofuels that meet our corporate and social responsibilities. At the same
time we are researching advanced biofuel technologies. We also
continue to explore the potential of hydrogen as an alternative energy
carrier for the longer term.
Shell CO2 is responsible for co-ordinating and driving CO2
management activities across all businesses.
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
39
CHEMICALS
OPE RA BLE CR U DE OI L
DISTILL ATION CA PACITY [ A]
THOUSAND B/CALENDAR DAY [B] [C]
Manufacturing
Our manufacturing plants produce a range of base chemicals,
including ethylene, propylene and aromatics, as well as intermediate
chemicals, such as styrene monomer, propylene oxide, solvents,
detergent alcohols, ethylene oxide and ethylene glycol. We have the
capacity to produce some 6 million tonnes of ethylene per annum.
Europe
Asia, Oceania, Africa
USA
Other Americas
Total
2010
1,501
938
801
354
3,594
2009
1,519
935
801
384
3,639
2008
1,601
923
803
351
3,678
Marketing
We sell our base and intermediate chemicals to large industrial
customers, many of whom are household names. The revenues from
those sales make us the sixth largest chemicals concern in the world.
Our products are used to make countless everyday items, from clothing
and cars to bubble bath and bicycle helmets.
Downstream business activities with Iran
At the end of 2010, there are no longer any sales of refined products or
petrochemical products to Iran by companies that are controlled by
Shell.
In 2010, Shell produced lubricants in Iran through an associate
company and marketed them through an Iranian joint venture. In
December 2010, Shell divested its shareholdings in both entities and
lubricants are no longer supplied to Iran. We sold aviation fuels to an
Iranian customer; but the contractual agreement was terminated by
December 2010. We also supplied brake fluids under a global contract
that included Iran, but this business too was terminated in December
2010. As a result, there are no longer any sales of refined products or
petrochemical products to Iran by companies that are controlled by
Shell.
Through Shell’s trading activities, we purchased crude oil, condensate
and fuel oil from Iran as part of the optimisation of feedstocks for our
refining operations and for the Nanhai petrochemical facility in China.
As part of a terminal-services and buy/sell agreement, we also
purchased petrochemicals originating in Iran from a third party. Finally,
we purchased certain additives required for our Bitumen business – an
activity that was terminated in December 2010.
Downstream data tables
The tables below reflect Shell subsidiaries as well as the 50% Shell
interest in Motiva in the USA and instances where Shell owns the
product processed by a refinery. Other equity-accounted investments
are only included where explicitly stated.
O IL PRODU CTS – CO ST OF CRU DE O IL
PR OCE S SE D OR C ON S U ME D [ A]
Total
$ PER BARREL
2010
77.22
2009
58.96
2008
94.05
[A] Includes Upstream margin on crude supplied by Shell and equity-accounted
investment exploration and production companies.
[A] Shell average operating capacity for the year excluding mothballed
capacity.
[B] One barrel per day is equivalent to approximately 50 tonnes a year,
depending on the specific gravity of the crude oil.
[C] Calendar day capacity is the maximum sustainable capacity minus capacity
loss due to normal unit downtime.
E THY LE N E CA PACI TY – SH E LL AN D E QU ITY- ACCOUN TE D
IN VE S TM E N T S [ A]
Nominal capacity (thousand
tonnes/year)
Utilisation (%)
2010
2009
2008
6,021
5,182
5,827
84
80
87
[A] Data includes our share of capacity entitlement (offtake rights) that may be
different from nominal equity interest. Nominal capacity is quoted as at
December 31. Utilisation is based on the annual average capacity.
OI L PRO DUCTS – CRUDE OI L PR OCE S SE D [ A]
THOUSAND B/D [B]
Europe
Asia, Oceania, Africa
USA
Other Americas
Total
Shell share of equity-accounted
investments
2010
1,235
690
735
272
2,932
2009
1,251
523
721
288
2,783
2008
1,394
683
751
294
3,122
332
360
372
[A] Including natural gas liquids; includes processing for others and excludes
processing by others.
[B] One barrel per day is equivalent to approximately 50 tonnes a year,
depending on the specific gravity of the crude oil.
RE F I N E RY PROCE S S IN G IN TAK E [ A]
THOUSAND B/D [B]
Crude oil
Feedstocks
Total
Europe
Asia, Oceania, Africa
USA
Other Americas
Total
Metric equivalent (mtpa)
2010
2,932
265
3,197
1,314
725
824
334
3,197
160
2009
2,783
284
3,067
1,330
596
805
336
3,067
153
2008
3,122
266
3,388
1,481
729
826
352
3,388
167
[A] Including crude oil and natural gas liquids plus feedstocks processed in crude
oil distillation units and in secondary conversion units.
[B] One barrel per day is equivalent to approximately 50 tonnes a year,
depending on the specific gravity of the crude oil.
CHE MI CA L S A L E S VOL U ME S B Y M A I N
PRODU CT CATE G ORY [ A]
THOUSAND TONNES
Base chemicals
First-line derivatives
Other
Total
2010
2008
2009
11,126 10,166 11,573
8,746
8,143
9,524
3
8
20,653 18,311 20,327
2
[A] Excluding chemical feedstock trading and by-products.
CHE MI CA L S A L E S VOL U ME S B Y R E G IO N [A]
THOUSAND TONNES
2010
2009
2008
Europe
Asia, Oceania, Africa
USA
Other Americas
Total
7,302
6,268
6,785
298
8,472
4,924
6,362
569
20,653 18,311 20,327
7,386
4,831
5,833
261
[A] Excluding chemical feedstock trading and by-products.
40
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
R E F IN E RY PRO CE SS I N G O U T T U RN [A]
THOUSAND B/D [B]
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other
Total
2010
1,224
354
1,074
315
442
3,409
2009
1,179
341
1,025
279
432
3,256
2008
1,229
375
1,145
315
471
3,535
[A] Excluding “own use” and products acquired for blending purposes.
[B] One barrel per day is equivalent to approximately 50 tonnes a year,
depending on the specific gravity of the crude oil.
O IL SA L E S [A]
Product volumes
Europe
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
Asia, Oceania, Africa
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
USA [B]
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
Other Americas
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
Export sales [C]
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
Total product sales [B]
Gasolines
Kerosines
Gas/Diesel oils
Fuel oil
Other products
Total
THOUSAND B/D
2010
2009
2008
411
185
735
71
146
415
198
766
113
145
408
224
855
193
151
1,548
1,637
1,831
392
170
451
93
154
1,260
821
184
217
30
149
394
168
453
101
147
1,263
802
164
183
61
117
361
167
456
121
152
1,257
801
175
248
45
133
1,401
1,327
1,402
278
78
224
40
71
691
213
210
472
437
228
277
78
232
51
58
696
183
133
397
278
242
270
76
242
58
73
719
211
150
453
325
220
1,560
1,233
1,359
2,115
827
2,099
671
748
6,460
2,071
741
2,031
604
709
6,156
2,051
792
2,254
742
729
6,568
[A] Excluding deliveries to other companies under reciprocal sale and purchase
arrangements, which are in the nature of exchanges. Sales of condensate
and natural gas liquids are included.
[B] Certain contracts are held for trading purposes and reported net rather than
gross. The effect in 2010 was a reduction in oil product sales of
approximately 934,000 b/d (2009: 739,000 b/d; 2008: 698,000 b/d).
[C] Export sales as a percentage of total oil sales amounted to 24.1% in 2010
(2009: 20.0%; 2008: 20.7%).
S HE L L I N T E RE S T I N RE F I N I N G CA PA CITY [A]
( AT D EC EMBER 3 1, 20 10)
Europe
Czech Republic
Denmark
Germany
The Netherlands
Norway
UK
Asia
Japan
Malaysia
Pakistan
Philippines
Saudi Arabia
Singapore
Turkey
Oceania
Australia
Africa
South Africa
USA
California
Louisiana
Texas
Washington
Other Americas
Argentina
Canada
Alberta
Ontario
Location
Kralupy
Litvinov
Fredericia
Harburg
Miro
Rheinland
Schwedt
Pernis
Mongstad
Eastham
Stanlow
Mizue (Toa)
Ohgimachi (Showa) [C]
Yamaguchi
Yokkaichi
Port Dickson
Karachi
Tabangao
Al Jubail
Pulau Bukom
Batman
Izmir
Izmit
Kirikale
Clyde
Geelong
Durban
Martinez
Convent
Norco
Deer Park
Port Arthur
Puget Sound
Buenos Aires
Scotford
Sarnia
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
41
Thousand b/calendar day [D], 100% capacity
Thermal
cracking/
Asset
class
Shell
interest (%) [B]
Atmospheric
distillation
visbreaking/
coking
Catalytic
cracking
Hydro-
cracking
16
16
100
100
32
100
38
90
21
50
100
18
35
13
26
51
30
67
50
100
1
1
1
1
100
100
38
100
50
50
50
50
100
100
100
100
k
k
m k
s
m k
s
s k
s k
s
s k
s
s
k
s k
s
s
s k
s
m
m k
k
s k
s k
s
s
59
101
65
108
310
327
220
404
203
20
272
60
110
110
193
109
43
87
292
462
20
218
216
107
79
118
165
143
227
229
312
275
136
100
92
71
–
14
40
14
65
57
47
45
23
–
–
23
–
–
–
–
–
31
85
63
–
17
–
–
–
–
23
42
–
25
79
52
23
18
–
5
24
–
–
15
89
–
50
48
55
–
69
38
–
25
55
39
–
–
–
34
–
14
13
–
35
38
34
65
81
107
63
81
52
20
–
19
–
30
–
–
–
79
–
81
–
–
–
–
–
–
–
–
–
–
45
55
–
17
24
14
–
–
–
37
45
34
53
–
–
–
62
9
[A] Excludes mothballed capacity.
[B] Percentage rounded to nearest whole percentage point where appropriate.
[C] To be closed.
[D] Calendar day capacity is the maximum sustainable capacity minus capacity loss due to normal unit downtime.
m Integrated refinery and chemical complex.
k Refineries with cogeneration capacity.
s Refineries with some chemical production.
42
Shell Annual Report and Form 20-F 2010
Business Review fl Downstream
S HE L L S HA RE OF PRODU CTIO N CAPA CITY OF CHE M ICA L MAN U FA CTURI N G PLA N TS [ A]
( AT D EC EMBER 3 1, 20 10)
THOUSAND TPA
Location
Ethylene
Styrene
monomer
Ethylene
glycols
Higher
olefins
Additional
products
Europe
Germany
The Netherlands
UK
Asia
China
Japan
Saudi Arabia
Singapore
USA
Louisiana
Texas
Other Americas
Canada
Total
Rheinland
Moerdijk
Mossmorran
Stanlow
Nanhai
Yamaguchi
Al Jubail
Jurong Island
Pulau Bukom
Geismar
Norco
Deer Park
Scotford
497
971
410
–
475
–
366
290
800
–
1,376
836
–
6,021
–
755
–
–
320
–
400
700
–
–
–
–
–
170
–
–
160
–
–
841
–
375
–
–
–
–
–
330
–
11
–
–
–
920
–
–
440
2,615
450
1,996
–
1,261
[A] Includes joint-venture plants, with the exception of the Infineum additives joint ventures.
A Aromatics/lower olefins.
I
P
O Other.
Intermediates.
Polyethylene, polypropylene.
O TH E R CH E MI CAL S L O CAT I ON S
Europe
Germany
The Netherlands
Asia
Japan
Malaysia
Philippines
Oceania
Australia
Africa
South Africa
USA
Alabama
California
Texas
Washington
Other Americas
Argentina
Canada
A Aromatics/lower olefins.
I
O Other.
Intermediates.
Location
Harburg
Karlsruhe
Schwedt
Pernis
Kawasaki
Yokkaichi
Bintulu
Port Dickson
Tabangao
Geelong
Durban
Mobile
Martinez
Port Arthur
Puget Sound
Buenos Aires
Sarnia
A
A, I
–
A, I, O
A, I, P
A
A, O
A, I, P, O
A, I, O
I
A
A, I
A, I
Products
I
A
A
A, I, O
A, I
A
I
A
I
A, I
I
A
O
A
O
I
A, I
Shell Annual Report and Form 20-F 2010
Business Review fl Corporate
43
Earnings 2010–2008
Segment earnings for 2010 were $91 million, compared with
$1,310 million in 2009 and losses of $69 million in 2008.
Net interest and investment income decreased by $669 million
between 2009 and 2010. An increase in debt resulted in increased
interest cost with interest rates remaining relatively flat. Capitalised
interest decreased, reflecting a reduction in the capitalised interest rate
and the completion and start-up of related projects. Interest income was
lower due to lower average cash balances and lower interest rates.
Compared with 2008, the 2009 net interest and investment income
was higher by $32 million. This was due to higher capitalised credits
and lower interest expense, partly offset by a decrease in interest
income.
Foreign exchange gains of $644 million in 2009 were mainly driven
by the depreciation of the US dollar against most other currencies on
loan payable balances in operating units with a non-US dollar
functional currency. Foreign exchange losses of $650 million in 2008
were mainly due to the appreciation of the US dollar against most other
currencies.
Other earnings increased by $52 million in 2010 compared with
2009, mainly because of increased tax credits and reduced costs. The
increase from 2008 to 2009 of $53 million was also mostly a result of
tax credits, mainly arising from settlement of prior-year tax returns.
CORPORATE
E A RN I N G S / ( L OS SE S )
Interest and investment
income/(expense)
Foreign exchange gains/(losses)
Other – including taxation
Segment earnings/(losses)
2010
2009
2008
$ MILLION
(309)
42
358
91
360
644
306
1,310
328
(650)
253
(69)
Overview
The Corporate segment covers the non-operating activities supporting
Shell. It includes Shell’s holdings and treasury organisation, its
headquarters and central functions as well as its self-insurance
activities.
All finance expense and income as well as related taxes are included in
the Corporate segment earnings rather than in the earnings of the
business segments. The Corporate segment earnings also include the
functional and service-centre costs that have not been allocated to the
other segments.
The holdings and treasury organisation manages the financial assets
and liabilities of Shell. As the point of contact between Shell and the
external capital markets, it conducts a broad range of transactions from
raising debt obligations to transacting foreign exchange. Treasury
centres in London, Singapore and Rio de Janeiro support these
activities.
Headquarters and central functions provide business support in the
areas of finance, human resources, legal services, corporate affairs,
real estate and IT. They also provide support for the shareholder-related
activities of the Company. The central functions have been increasingly
supported by business service centres located around the world. These
centres process transactions, manage data and produce statutory
reports, amongst other services. The majority of the headquarters and
central-function costs are recovered from the business segments. Those
costs that are not recovered are retained in Corporate.
Shell insurance companies provide the worldwide insurance cover
required by subsidiaries; cover is also offered to joint ventures in which
Shell has an equity interest. The type and extent of the coverage is
equal to what is otherwise commercially available. In the case of joint
ventures, however, the amount of insurance offered is usually limited to
Shell’s interest.
44
Shell Annual Report and Form 20-F 2010
Business Review fl Liquidity and capital resources
LIQUIDITY AND CAPITAL
RESOURCES
Introduction
Shell’s financial strategy is to manage its portfolio with the aim that,
across the business cycle, “cash in” at least equals “cash out” while
maintaining a strong balance sheet.
A key measure of Shell’s capital structure management is the proportion
of debt to equity. Across the business cycle Shell aims to manage the
gearing ratio (net debt to net debt plus equity) within the range 0–30%.
During 2010, gearing ranged from 15.5% to 19.0% (2009: from 5.9%
to 15.5%). See Note 16 to the “Consolidated Financial Statements”.
With respect to the objective of maintaining a strong balance sheet,
Shell prioritises the application of cash to: capital investment in
profitable businesses; the servicing of debt commitments; dividends;
and returning surplus cash to equity holders in the form of share
buybacks.
Shell aims to grow US dollar dividend returns over time in line with its
view of the underlying business earnings and cash flows.
Overview
The most significant factors affecting our operating cash flow are
earnings and movements in working capital. The main drivers
impacting our earnings include: realised prices for crude oil and
natural gas; production levels of crude oil and natural gas; and refining
and marketing margins.
Since the contribution of Upstream to earnings is larger than that of
Downstream, changes affecting Upstream – particularly changes in
realised crude oil and natural gas prices and production levels – have
the largest impact on Shell’s operating cash flow. While Upstream
benefits from higher realised crude oil and natural gas prices, the
extent of such benefit (and the extent of an impact from a decline in
these prices) depends on: the extent to which contractual arrangements
are tied to market prices; the dynamics of production-sharing contracts;
the existence of agreements with governments or national oil
companies that have limited sensitivity to crude oil price; tax impacts;
and the extent to which changes in commodity prices flow through into
operating costs. Changes in benchmark prices of crude oil and natural
gas in any particular period therefore provide only a broad indicator of
changes in Upstream earnings experienced in that period.
In Downstream, changes in any one of a range of factors derived from
either within the industry or the broader economic environment can
influence margins. The precise impact of any such changes depends on
how the oil markets respond to them. The market response is affected
by factors such as: whether the change affects all crude types or only a
specific grade; regional and global crude-oil and refined-products
inventory; and the collective speed of response of the industry refiners
and product marketers in adjusting their operations. As a result,
refinery and marketing margins fluctuate from region to region, and
from period to period.
In the longer term, replacement of oil and gas reserves will affect our
ability to maintain or increase production levels in Upstream, which in
turn will affect our cash flow and earnings. We will need to take
measures to maintain or increase production levels in future periods.
These may include: developing new fields and mines; developing and
applying new technologies and recovery processes to existing fields
and mines; and making selective acquisitions. Our goal is to offset our
reserves’ decline due to production and increase reserves. However,
reserves and production increases are subject to a variety of risks and
other factors, including: the uncertainties of exploration; operational
interruptions; geology; frontier conditions; availability of new
technology and engineering capacity; availability and cost of skilled or
specialist resources; project delays and potential cost overruns; and
fiscal, regulatory and political changes.
We have a diverse portfolio of field-development projects and
exploration opportunities. That diversity can help to reduce the impact
of the political and technical risks in Upstream, including the impact on
the associated cash flow provided by our operating activities.
It is our intention to continue to divest and, where appropriate, make
selective acquisitions as part of active portfolio management in line
with our strategy, and influenced by market opportunities.
Statement of cash flows
Net cash from operating activities in 2010 was $27.4 billion, an
increase from $21.5 billion in 2009. This increase mainly reflected the
increase in earnings, partially offset by a larger increase in working
capital primarily in Downstream. In 2008, net cash from operating
activities was $43.9 billion. The decrease in 2009 compared with
2008 mainly reflected the drop in earnings and an increase in working
capital in 2009, compared with a decrease in working capital in
2008.
Net cash used in investing activities was $22.0 billion in 2010, a
decrease from $26.2 billion in 2009. The decrease was mainly the
result of higher proceeds from the sale of assets and of equity-
accounted investments. In 2008, net cash used in investing activities
was $28.9 billion. Relative to 2009, capital expenditure was higher in
2008, partially offset by higher proceeds from the sale of assets.
Net cash used in financing activities in 2010 was $1.5 billion (2009:
$0.8 billion). This included an increase in debt of $9.3 billion (2009:
$10.7 billion), payment of dividends of $9.6 billion (2009:
$10.5 billion) and interest paid of $1.3 billion (2009: $0.9 billion).
The difference between the net cash used in financing in 2009
($0.8 billion) and that used in 2008 ($9.4 billion) was primarily due to
a larger increase in debt in 2009.
Cash and cash equivalents were $13.4 billion at year end, compared
with $9.7 billion in 2009 and $15.2 billion in 2008.
EXTRACT F RO M CASH F LOW S TATEMENT [A]
$ BILLION
Net cash from operating activities
Net cash used in investing activities
Net cash used in financing activities
Currency translation differences relating to cash
and cash equivalents
Increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the
year
Cash and cash equivalents at the end of the year
2010
27.4
(22.0)
(1.5)
2009
21.5
(26.2)
(0.8)
2008
43.9
(28.9)
(9.4)
(0.2)
3.7
0.1
(5.5)
(0.1)
5.5
9.7
13.4
15.2
9.7
9.7
15.2
[A] For the “Consolidated Statement of Cash Flows” see page 101.
Financial condition and liquidity
Shell’s financial position is strong. In 2010, we generated a ROACE of
11.5% (see page 47) with a year-end gearing ratio of 17.1% (2009:
15.5%). We returned $10.2 billion to our shareholders through
dividends in 2010 as part of which we issued 18,288,566 shares to
shareholders who elected to receive new shares instead of cash.
Shell Annual Report and Form 20-F 2010
Business Review fl Liquidity and capital resources
45
The size and scope of our businesses requires a robust financial control
framework and effective management of our various risk exposures.
The international financial markets crisis, followed by the global
economic slowdown in late 2008 through 2010, put significant stress
on the business environment in which we operate. As a result, certain
risk exposures increased. We therefore took further financial control
measures, particularly in the area of credit management. These
measures include: intensified credit analysis and monitoring of trading
partners; restricting large-volume trading activities to the highest-rated
counterparties; shortening exposure duration; and taking collateral or
other security.
As Shell’s treasury and trading operations are highly centralised, these
measures have proved effective in controlling credit exposures
associated with managing our substantial cash, foreign exchange and
commodity positions. Credit information is regularly shared between
business and finance functions, with dedicated teams in place to
quickly identify and respond to cases of credit deterioration. Mitigation
measures are defined and implemented for high-risk business partners
and customers. The measures include: shortened payment terms;
collateral or other security postings; and vigorous collections.
The credit crisis affected Shell’s activities that were most exposed to
financial counterparty risk; that is, the credit exposure arising from
Shell’s cash deposits, money market funds as well as foreign exchange
and financial instrument transactions. Exposure to failed financial and
trading counterparties was minimal in 2010 (see Note 23 to the
“Consolidated Financial Statements”).
Total employer contributions to our defined benefit pension plans in
2010 were $2.1 billion and are expected to be around $2.0 billion in
2011, reflecting current funding levels. Contributions in 2009
amounted to $5.2 billion, including significant additional contributions
as a result of the decrease in pension plan assets experienced during
2008. See Notes 3 and 18 to the “Consolidated Financial Statements”
for further information.
Cash and cash equivalents amounted to $13.4 billion at the end of
2010 (2009: $9.7 billion). Cash and cash equivalents are held in
various currencies but primarily in US dollar, euro and sterling. Total
current and non-current debt rose $9.3 billion in the year. Total debt at
the end of 2010 amounted to $44.3 billion. The total debt outstanding
(excluding leases) at December 31, 2010, will mature as follows: 25%
in 2011; 10% in 2012; 14% in 2013; 6% in 2014; and 45% in 2015
and beyond. The debt maturing in 2011 is expected to be repaid from
a combination of cash balances, cash generated from operations and
access to capital markets (new debt). We also maintain a $5.1 billion
undrawn credit facility.
We believe our current working capital is sufficient for present
requirements. We satisfy our funding and working capital requirements
from the cash generated by our businesses and through the issuance of
external debt. Our external debt is principally financed from the
international debt capital markets through instruments issued under two
commercial paper (CP) programmes, a euro medium-term note (EMTN)
programme and a US universal shelf registration (US shelf registration).
The central debt programmes and facilities consist of:
(cid:2) a $10 billion global CP programme, exempt from registration under
section 3(a)(3) of the US Securities Act 1933, with maturities not
exceeding 270 days;
(cid:2) a $10 billion CP programme, exempt from registration under
section 4(2) of the US Securities Act 1933, with maturities not
exceeding 397 days;
(cid:2) a $25 billion EMTN programme; and
(cid:2) an unlimited US shelf registration.
All CP, EMTN and US shelf issuances have been undertaken by Shell
International Finance B.V. (SIF BV) and guaranteed by Royal Dutch
Shell plc. Further disclosure on debt issued is included in Note 16 to the
“Consolidated Financial Statements”. Certain joint venture operations
are separately financed.
Public debt markets in 2010 were favourable for high investment-grade
corporate issuers. We successfully accessed the commercial paper
markets and issued $7 billion of long-term publicly traded debt during
the course of the year under the US shelf registration.
To enhance liquidity, we doubled our committed credit facility to
$5.1 billion in August 2010 and extended the maturity date to 2015.
This facility, together with internally available liquidity, provides
back-up coverage for commercial paper maturing within 30 days.
Aside from this facility and certain borrowings in local subsidiaries,
Shell does not have committed credit facilities. We consider such
facilities to be neither necessary nor cost-effective for financing
purposes, given our size, credit rating and cash-generative nature.
The maturity profile of Shell’s outstanding commercial paper is actively
managed to ensure that the amount of commercial paper maturing
within 30 days remains consistent with the level of supporting liquidity.
While our subsidiaries are subject to restrictions (such as foreign
withholding taxes) on the transfer of funds in the form of cash
dividends, loans or advances, such restrictions are not expected to
have a material impact on our ability to meet our cash obligations.
The following table sets forth the consolidated unaudited ratio of
earnings to fixed charges of Royal Dutch Shell for each of five years
ending December 31, 2006–2010.
RAT IO O F E A RN I N G S T O F IX E D CHA R G E S
Ratio of earnings to fixed
charges
15.37
9.28
20.27
21.43
19.99
2010
2009
2008
2007
2006
For the purposes of this table, earnings consist of pre-tax income from
continuing operations (before adjustment for non-controlling interest)
plus fixed charges (excluding capitalised interest) less undistributed
income of equity-accounted investments. Fixed charges consist of
expensed and capitalised interest plus interest within rental expenses
(for operating leases) plus preference security dividend requirements of
subsidiaries. Please refer to “Exhibit 7.1” concerning the calculation of
the ratio of earnings to fixed charges.
46
Shell Annual Report and Form 20-F 2010
Business Review fl Liquidity and capital resources
CA PITAL IS ATI O N TAB L E
$ MILLION
Dec 31, 2010
Dec 31, 2009
Equity attributable to Royal Dutch Shell plc
shareholders
Current debt
Non-current debt [A]
Total debt [B][C]
Total capitalisation
148,013
9,951
31,995
41,946
189,959
136,431
4,171
28,387
32,558
168,989
[A] Non-current debt at December 31, 2010, excluded $2.4 billion of certain
tolling commitments (2009: $2.5 billion).
[B] Of total debt together with $2.4 billion of certain tolling agreements at
December 31, 2010 (2009: $2.5 billion), $39.3 billion (2009:
$30.0 billion) was unsecured and $5.0 billion (2009: $5.0 billion) was
secured.
[C] At December 31, 2010, Shell had outstanding guarantees of $3.1 billion
(2009: $3.3 billion), of which $2.4 billion (2009: $2.5 billion) related to
debt of equity-accounted investments.
Dividends
Our policy is to grow the US dollar dividend in line with our view of the
underlying earnings and cash flow of Shell. When setting the dividend,
the Board of Directors looks at a range of factors, including the macro
environment, the current balance sheet and future investment plans. In
addition, we may choose to return cash to shareholders through share
buybacks, subject to the capital requirements of Shell. In September
2010, we introduced a Scrip Dividend Programme that enables
shareholders to increase their shareholding by electing to receive any
dividends declared by the Board in the form of new shares instead of
cash.
Net capital investment
Our capital investment was $30.6 billion in 2010 (2009:
$31.7 billion; 2008: $38.4 billion). Of the total capital investment,
$25.7 billion (2009: $24.0 billion; 2008: $32.2 billion) related to
Upstream. Downstream accounted for $4.8 billion (2009: $7.5 billion;
2008: $6.0 billion). Capital investment in Corporate was $0.1 billion
(2009: $0.2 billion; 2008: $0.2 billion).
Our divestment proceeds increased to $6.9 billion, compared with
$2.9 billion in 2009 and were $7.0 billion in 2008. Of the total
I S SU E R PU RCH A S E S O F E Q U I TY S E CU RI T IE S
divestment proceeds, $4.5 billion (2009: $1.6 billion; 2008:
$3.9 billion) related to Upstream. Downstream accounted for
$2.4 billion (2009: $1.3 billion; 2008: $2.9 billion). Corporate did
not record any divestment proceeds in 2010 and 2009 (2008:
$0.2 billion).
See Note 7 to the “Consolidated Financial Statements” for further
information.
Guarantees and other off-balance sheet
arrangements
Guarantees at December 31, 2010, were $3.1 billion (2009:
$3.3 billion), of which $2.4 billion (2009: $2.5 billion) were
guarantees of debt of equity-accounted investments.
Financial framework
We manage our businesses to deliver strong cash flows to fund
investment and growth. Our management decisions are based on
cautious assumptions about crude oil prices.
Share repurchases
During 2009 and 2010, the Company did not purchase any of its
ordinary shares for cancellation.
Share buyback plans will be reviewed periodically in light of market
conditions and the capital requirements of Shell. A resolution will be
submitted at the 2011 AGM to seek shareholder approval for Shell to
make such market purchases of its ordinary shares. Shares so
repurchased may, at Shell’s discretion, be either held in treasury or
cancelled.
The table below provides an overview of the share repurchases that
occurred in 2010 and up until February 22, 2011. All purchases in
euro and sterling have been converted to the dollar (based on the daily
exchange rate). Shares were purchased by the employee share
ownership trusts (see page 59), either through re-investment of
dividends received or to meet delivery commitments under employee
share plans.
Purchase period
2010
June
September
December
Total 2010
2011
January
Total 2011 [C]
Class A shares
Weighted
average
price ($) [B]
Number [A]
–
647,147
641,573
1,288,720
–
–
–
27.38
33.23
30.29
–
–
Class B shares
Weighted
average
price ($) [B]
–
27.51
33.04
29.99
–
–
Number [A]
–
372,822
302,002
674,824
–
–
Class A ADSs
Weighted
average
price ($) [B]
53.15
59.49
–
53.29
67.11
67.11
Number [A]
1,523,680
35,312
–
1,558,992
1,041,466
1,041,466
[A] No shares have been or are planned to be purchased as part of publicly announced plans or programmes.
[B] Average price paid per share includes stamp duty and brokers’ commission.
[C] As at February 22, 2011.
Shell Annual Report and Form 20-F 2010
Business Review fl Liquidity and capital resources
47
Contractual obligations
The table below summarises Shell’s principal contractual obligations at
December 31, 2010, by expected settlement period. The amounts
presented have not been offset by any committed third-party revenues
in relation to these obligations.
CO N TRACTUA L OB L I G ATI ON S
$ BILLION
Less
than
Between
1 and 3
Between
3 and 5
5 years
and
1 year
9.7
0.7
4.0
133.9
148.3
years
9.3
1.4
5.0
74.5
0.2
90.4
years
5.4
1.2
3.1
51.4
0.6
61.7
later
14.9
5.2
5.5
183.8
Total
39.3
8.5
17.6
443.6
–
209.4
0.8
509.8
Debt [A]
Finance leases [B]
Operating leases [C]
Purchase obligations [D]
Other long-term
contractual liabilities [E]
Total
[A] The amounts are the contractual repayments and exclude $4.5 billion of
finance lease obligations. See Note 16 to the “Consolidated Financial
Statements”.
[B] Includes interest. See Note 16 to the “Consolidated Financial Statements”.
[C] See Note 16 to the “Consolidated Financial Statements”.
[D] Includes all significant items, including fixed or minimum quantities to be
purchased; fixed, minimum or any agreement to purchase goods and
services that is enforceable, legally binding and specifies variable price
provisions; and the approximate timing of the purchase.
[E] Includes all obligations included in “Other non-current liabilities” on the
Consolidated Balance Sheet that are contractually fixed as to timing and
amount. In addition to these amounts, Shell has certain obligations that are
not contractually fixed as to timing and amount, including contributions to
defined benefit pension plans (see Note 18 to the “Consolidated Financial
Statements”) and obligations associated with decommissioning and
restoration (see Note 19 to the “Consolidated Financial Statements”).
The table above excludes interest expense related to debt, which is
estimated to be $1.3 billion payable in less than one year, $2.2 billion
payable between one and three years, $1.7 billion payable between
three and five years and $6.7 billion payable five years and later. (For
this purpose, we assume that interest rates with respect to variable
interest rate debt remain constant and that there is no change in
aggregate principal amount of debt other than repayment at scheduled
maturity as reflected in the table.)
Return on average capital employed
Return on average capital employed (ROACE) measures the efficiency
of Shell’s utilisation of the capital that it employs. In this calculation,
ROACE is defined as income for the period adjusted for after-tax
interest expense as a percentage of the average capital employed for
the period. Capital employed consists of total equity, current debt and
non-current debt. The tax rate is derived from calculations at the
published segment level.
CAL CU L AT I ON OF RE TU RN ON AV E RAG E
CAPI TAL E MPL OYE D ( R OACE )
Income for the period
Interest expense after tax
ROACE numerator
Capital employed – opening
Capital employed – closing
Capital employed – average
ROACE
2010
20,474
577
21,051
173,168
194,112
183,640
11.5%
2009
12,718
328
13,046
152,135
173,168
162,652
$ MILLION
2008
26,476
615
27,091
144,067
152,135
148,101
8.0%
18.3%
In 2010, around 35% of our average capital employed was not
generating any revenue, which reduced our ROACE by approximately
9%. These assets included projects being developed and exploration
acreage.
Financial information relating to the Royal
Dutch Shell Dividend Access Trust
The results of operations and financial position of the Dividend Access
Trust are included in the consolidated results of operations and
financial position of Royal Dutch Shell. Set out below is certain
condensed financial information in respect of the Dividend Access
Trust. Separate financial statements for the Dividend Access Trust are
also included in this Report.
For the years 2010, 2009 and 2008 the Dividend Access Trust
recorded income before tax of £2,863 million, £2,902 million and
£2,277 million respectively. In each period this reflected the amount of
dividends received on the dividend access share.
At December 31, 2010, the Dividend Access Trust had total equity of
£nil (2009: £nil; 2008: £nil), reflecting cash of £774,546 (2009:
£525,602; 2008: £205,518) and unclaimed dividends of £774,546
(2009: £525,602; 2008: £205,518). The Dividend Access Trust only
records a liability for an unclaimed dividend, and a corresponding
amount of cash, to the extent that cheques expire, which is one year
after their issuance, or to the extent that they are returned unpresented.
48
Shell Annual Report and Form 20-F 2010
Business Review fl Our people
OUR PEOPLE
Introduction
Shell employed an average of around 97,000 people in over
90 countries during the year. Our people are recruited, trained and
recompensed according to a People Strategy based on four priorities:
assuring sources of talent now and in the future; strengthening
leadership and professionalism; enhancing individual and
organisational performance; and improving systems and processes. In
2010, our People Strategy remained unchanged, but much of its
execution focused on making our new organisational structure work.
Organisational and behavioural change
The 2009 reorganisation involved building – from the top down – a
simpler, leaner organisational structure with clearer accountabilities,
enabling more customer focus and faster decision making. It reinforces
our belief that Shell can become the world’s most innovative and
competitive energy company.
We announced that 7,000 staff would leave Shell as a result of this
restructuring. This process was completed in 2010. As at
December 31, 2010, Shell employed approximately 93,000 people.
Our focus has now shifted to individual and organisational
performance. We identified five behavioural imperatives that can be
applied in daily work: external focus; commercial mindset; delivery;
speed; and simplicity. Our Human Resources systems and delivery
programmes will encourage these characteristics as we carry out our
work.
Despite staff reductions in 2010, we maintained external recruitment in
order to deliver our strategy and plans in the future. The majority of our
graduates and experienced hires continues to come from technical
disciplines. We also continue to transfer work to our growing business
service centres around the world.
Employee communication and involvement
Two-way dialogue with our staff – directly and, where appropriate, via
staff councils or recognised trade unions – is important to us. It is part
and parcel of our work practices. On a quarterly basis, staff are able to
learn of Shell’s operational and financial results from a variety of
sources, including letters to staff from the Chief Executive Officer,
webcasts, publications and face-to-face gatherings.
The Shell People Survey is one of the principal tools used to measure
employee engagement: the degree of affiliation and commitment to
Shell. It provides valuable insights into employees’ views and it has had
a consistently high response rate. The average index score in 2010
was 71% favourable, which is a decrease of 7 percentage points from
the 2009 index score. The 2008 index score was 74% favourable.
We encourage safe and confidential reporting of views about our
processes and practices. Our global telephone helpline and website
enable employees to report breaches of our Code of Conduct and the
Shell General Business Principles, confidentially and anonymously (see
page 77).
Diversity and inclusion
We have a long-standing commitment to create a culture that embraces
diversity and fosters inclusion (D&I). By embedding these principles in
our operations, we better understand the needs of our varied
customers, partners and stakeholders throughout the world. Our intent
is to provide equal opportunity in recruitment, career development,
promotion, training and reward for all employees, including those with
disabilities.
Appropriate checks were embedded into the 2009 reorganisation to
ensure we maintained focus on our global D&I targets related to the
representation of women and local nationals in senior leadership
positions. By the end of 2010, the proportion of women in senior
leadership positions had risen to 15.3%, compared with 14.0% in
2009 and 13.6% in 2008. In 36% of the countries where Shell
companies are based, local nationals filled more than half the senior
leadership positions, compared with 37% in 2009 and 32% in 2008.
Our third global D&I target focuses on employees’ perception of
inclusion in our working culture. It is monitored by means of an
indicator that is an average of the responses to five questions in the
Shell People Survey. In 2010, the D&I indicator was 66% favourable,
which is a decrease of 3 percentage points from 2009. The
comparable 2008 result was 67% favourable.
Employee share plans
There are a number of share-based compensation plans for Shell
employees. The principal ones currently operating are briefly discussed
below; please also refer to Note 24 to the “Consolidated Financial
Statements”. For information on the share-based compensation plans
for Executive Directors, see the “Directors’ Remuneration Report” on
pages 61–76.
PERFORMANCE SHARE PLAN
The Performance Share Plan (PSP) is part of a long-term incentive plan
introduced in 2005. Conditional awards of Royal Dutch Shell shares are
made under the terms of the PSP to some 15,000 employees every year.
The extent to which the awards vest is determined by two performance
conditions. The vesting of half of the award is linked to Shell’s declared
Business Performance Factor (BPF) averaged over three performance
years. For the PSP awards made in 2008 and 2009, the vesting of the
other half of the award is linked to the relative total shareholder return
(TSR) over the measurement period compared with four of Shell’s main
competitors. For awards made in 2010, the vesting of the other half of
the award is linked to a combination of four relative performance
measures, compared with four of Shell’s main competitors: TSR;
earnings per share; cash from operations; and hydrocarbon
production.
Any shares that vest are increased by an amount equal to the notional
dividends accrued on those shares during the period from the award
date to the vesting date. None of the awards result in beneficial
ownership until the shares are released.
RESTRICTED SHARE PLAN
Under the Restricted Share Plan, awards are made on a highly selective
basis to senior staff. Shares are awarded subject to a three-year
retention period. Any shares that vest will be increased by an amount
equal to the notional dividends accrued on those shares during the
period from the award date to the vesting date.
GLOBAL EMPLOYEE SHARE PURCHASE PLAN
Some 25,000 employees in 50 countries participate in the Global
Employee Share Purchase Plan (GESPP). This plan enables eligible
employees to make contributions toward the purchase of the
Company’s shares at a 15% discount on the market price, either at the
start or the end of an annual cycle, depending on which date offers the
lower market price.
Shell Annual Report and Form 20-F 2010
Business Review fl Our people
49
U K SHARESAVE SCHEME
Eligible employees of participating companies in the UK may
participate in the UK Sharesave Scheme. Options are granted over
Royal Dutch Shell Class B shares at market value on a date normally not
more than 30 days before the grant date of the option. These options
are normally exercisable after completion of a three-year or five-year
contractual savings period.
Employee data
E M PL OY E E S B Y G E O GR A PHI CA L A RE A
( AVER AG E N U MBE R S)
THOUSAND
The Netherlands
UK
Other
Europe
Asia, Oceania, Africa
USA
Other Americas
Total
2010
8
7
13
28
34
20
15
97
2009
9
8
14
31
34
22
14
101
2008
9
8
15
32
34
23
13
102
50
Shell Annual Report and Form 20-F 2010
Business Review fl Environment and society
ENVIRONMENT AND SOCIETY
Our success in business depends on our ability to meet a range of
environmental and social challenges. We must show we can operate
safely and manage the effect our activities can have on neighbouring
communities and society as a whole. If we fail to do this, we may lose
opportunities to do business, our reputation as a company may be
harmed, and our “licence to operate” may be impacted.
The Shell General Business Principles include a commitment to
sustainable development that involves balancing short- and long-term
interests, and integrating economic, environmental and social aspects
into our business decisions. We have rigorous standards and a firm
governance structure in place to help manage potential impacts. We
also work with communities, partners and non-governmental
organisations (NGOs) among others to tackle potential impacts and
share benefits of our operations and projects.
Detailed data and information on our 2010 environmental and social
performance will be published in April 2011 in the Shell Sustainability
Report.
Safety
The Deepwater Horizon incident in 2010, with its tragic loss of life and
environmental pollution, impacted our entire industry. We are
reviewing recommendations from investigations into the incident, and
comparing them to our existing standards and operating practices.
Emerging regulations may have implications for us, including further
project delays. See also “Business Review – Upstream”, page 26.
Sustaining our licence to operate depends on maintaining the safety
and reliability of our operations. They include exploration and
production projects, refineries and chemicals plants. We manage
safety risk across our businesses through rigorous controls and
compliance systems combined with a safety-focused culture. Our global
standards and operating procedures define the controls and physical
barriers we require to prevent incidents. For example, our offshore
wells are designed with at least two independent barriers to minimise
the risk of uncontrolled release of hydrocarbons. We regularly inspect,
test and maintain these barriers to ensure they are meeting our
standards.
We continue to build our safety culture among our employees and
contractors. We expect everyone working for us to intervene and stop
work that may appear to be unsafe. We hold an annual global safety
day to give workers time to reflect on how to prevent accidents. We
expect everyone working for us to comply with our 12 mandatory Life-
Saving Rules. If employees break these rules, they will face disciplinary
action up to and including termination of employment. If contractors
break them, they can be removed from the worksite.
Climate change
Growth in energy demand means that all forms of energy will be
needed over the longer term. With hydrocarbons forecast to provide
the bulk of the energy needed over the coming decades, policy makers
are focusing on regulations which balance energy demand with
environmental concerns. The management of carbon dioxide (CO2)
emissions – the most significant greenhouse gas (GHG) – will become
increasingly important as concerns over climate change lead to tighter
environmental regulations.
We already assess potential costs associated with CO2 emissions when
evaluating projects. But in the years to come regulations may impose a
price on CO2 emissions that all companies will have to incorporate in
their investment plans and that may result in higher energy and product
costs. Governments may also require companies to apply technical
measures to reduce their CO2 emissions, which will add to project
costs. Current proposed legislation in the USA, Europe and other
regions is expected to increase the cost of doing business through such
regulatory mechanisms. Shell, together with other energy companies,
has been subject to litigation regarding climate change. We believe
these lawsuits are without merit and are not material to Shell.
As energy demand increases and easily accessible oil and gas
resources decline, Shell is developing resources that take more energy
and advanced technology to produce. This growth includes expanding
our conventional oil and gas business, our oil sands operations in
Canada, our gas-to-liquids (GTL) business in Qatar and our global
liquefied natural gas (LNG) business. As our business grows, there will
be an associated increase in our Upstream CO2 emissions.
We are seeking cost-effective ways to manage CO2 and see potential
business opportunities in developing such solutions. Our main
contributions to reducing CO2 emissions are in four areas: supplying
more natural gas; supplying more biofuels; progressing carbon capture
and storage; and implementing energy efficiency measures in our
operations.
Around one-third of the world’s CO2 emissions comes from power
generation. For most countries, using more gas in power generation
can make the largest contribution, at the lowest cost, to meeting their
emission reduction objectives this decade. In combination with
renewables and carbon capture and storage, natural gas is also
essential for a significantly lower CO2 pathway beyond 2020. With
Shell’s leading position in LNG and new technologies in recovering
natural gas from tight rock formations, we can supply natural gas to
replace coal in power generation.
We see biofuels as the most practical and commercially viable way to
reduce CO2 emissions from transport fuels over the coming years.
When finalised, our proposed Raízen joint venture with Cosan in Brazil
will produce 2 billion litres annually of ethanol from sugar cane – the
best performing of today’s biofuels in terms of CO2 emissions. We are
also investing in research to develop and commercialise advanced
biofuels.
The International Energy Agency has said carbon capture and storage
could contribute as much as 19% of the CO2 mitigation effort required
by 2050. To advance these technologies Shell is involved in projects,
including the Mongstad test centre in Norway, the Gorgon project in
Australia and the Quest project in Canada. Government support is
essential and initiatives such as the European Union’s New Entrants
Reserve funding for carbon capture and storage and renewables
provides around ¤4.5 billion at the current CO2 price. The United
Nations’ acceptance of carbon capture and storage as an offsetting
activity under the Clean Development Mechanism is a positive step in
progressing this technology.
We continue to focus on implementing energy efficiency measures in
our operations. In 2010, we met the voluntary target that we set in
1998 for the direct GHG emissions from the facilities we operate to be
at least 5% lower than our comparable 1990 level. The flaring, or
burning off, of gas in our Upstream business contributed to our overall
GHG emissions in 2010. The majority of this flaring takes place at
facilities where there is no infrastructure to capture gas produced with
oil. Most of the continuous flaring takes place in Nigeria, where the
security situation and a lack of funding from the government partner
had previously slowed progress on projects to capture associated gas.
In 2010, SPDC began working on projects worth $2 billion that will
Shell Annual Report and Form 20-F 2010
Business Review fl Environment and society
51
help further reduce gas flaring. Progress will depend on continued
partner support, the local security conditions and the development of
an effective market for gas in Nigeria.
We also expect gas flaring from our operations in Iraq to rise in the
coming years as production there increases while we evaluate with our
partners the most effective way to capture the associated gas.
In addition to the four areas referred to above, we have also started to
meet customer demands to help them conserve energy and reduce their
CO2 emissions. Shell’s FuelSave, for example, is one of the most
advanced fuel-economy gasolines in the world. Any petrol car can use
it, and drivers can on average save up to one litre of fuel per 50-litre
fill-up. For fleet customers, we have a system called FuelSave Partner
that electronically tracks fuel use and recommends speeds and routes to
optimise fuel economy. It is helping some of our commercial customers
save up to 10% of their fleet’s fuel consumption.
Spills
Large spills of crude oil and oil products can incur major clean-up costs.
They can also affect our licence to operate and harm our reputation. Oil
spills resulting from sabotage and theft of crude oil in Nigeria remain
significant, but there are still instances where spills occur in our
operations from operational failures, accidents or corrosion. Shell has
clear requirements and procedures to prevent spills, and multi-billion
dollar programmes are underway to maintain or improve our facilities
and pipelines. These efforts have helped reduce the number of
operational spills in recent years.
In the event that a spill occurs, we have in place a number of recovery
measures to minimise the impact. Our major installations have plans to
respond to a spill. We are able to call upon significant resources such
as containment booms, collection vessels and aircraft. We conduct
regular response exercises to ensure these plans remain effective.
Shell is part of an industry consortium to build and maintain new subsea
containment equipment that can be used in the Gulf of Mexico. We are
also involved in work with members of the International Association of
Oil and Gas Producers on a global spill containment system.
In 2010, the number of operational spills over 100 kilograms reduced
to 193, down from 275 in 2009. The number for 2009 was updated
from 264 to reflect completion of investigations into operational spills.
As noted above, detailed data and information on our 2010
environmental and social performance will be published in April 2011
in the Shell Sustainability Report.
commercial-scale field demonstration to speed up the drying of tailings.
We also announced plans to share our tailings research and
technology with other oil sands operators and to collaborate on future
research.
Water
Global demand for water is growing while access to water is becoming
more difficult in some parts of the world. It is estimated that, by 2025,
two-thirds of the world’s population will live in areas where the demand
for water exceeds the available amount or where the water’s poor
quality restricts its use.
As world energy demand rises, the energy industry is becoming one of
the larger industrial consumers of fresh water globally. Shell’s water
footprint may expand in the future with the development of
unconventional resources, such as tight gas and oil sands, and our
biofuels business. A combination of growing stakeholder expectations,
water-related legislation and demand for water resources may drive
action that affects our ability to secure access to fresh water and to
discharge water from our operations.
We develop and use advanced technologies to reduce our need for
fresh water. For example, our petrochemical complex in Singapore
uses our proprietary OMEGA technology to make mono-ethylene
glycol – a raw material for the manufacture of polyester and antifreeze.
The OMEGA process uses 20% less steam than conventional processes.
At our oil sands project in Canada we use far less than our water
allocation from the Athabasca River, and we minimise the amount
withdrawn during the winter months, when the flow rate is low. We also
recycle water from collection ponds for tailings. Our tailings
demonstration project will speed up water removal from tailings for
reuse in the bitumen-extraction process.
Once operational, our Pearl GTL plant in Qatar will take no fresh water
from its arid surroundings. Instead, it will recycle water produced by the
GTL manufacturing processes.
We continue to work with local water authorities to use recycled
household waste water. At both the Schoonebeek oil field in the
Netherlands and the SAPREF refinery (Shell interest 37.5%) in South
Africa we have agreements with local water authorities that allow us to
reuse household waste water for industrial purposes. We are also
building a water treatment plant with the regional water authority in
Victoria, Australia, and another one with the city of Dawson Creek in
British Columbia, Canada.
Oil sands tailings and land reclamation
Tailings are a mixture of sand, clay, water and heavy metals left over
after bitumen – an extra-heavy oil – has been removed from the mined
ore. To begin with, tailings are kept in a “pond”: an above-ground
enclosure made from a closed embankment of compacted low-grade
ore. Once the mining has created a large enough pit, dykes are
constructed in it and the tailings are then held within the dykes. The
tailings ponds at the Athabasca Oil Sands project’s Muskeg River and
Jackpine Mines cover an area of 24 square kilometres. Tailings contain
naturally occurring chemicals that are toxic, so we continually monitor
them, assess their potential environmental impact, and take measures to
protect wildlife and to prevent contamination of surface water and
groundwater.
Environmental costs
Shell operates in environments where the most advanced technologies
are needed. We place a premium on developing effective technologies
that are also safe for the environment. However, when operating at the
cutting edge of technology, there is always the possibility that a new
technology brings with it environmental impacts that could not have
been assessed or even foreseen beforehand. While we take all
necessary precautions to limit these risks, we are subject to additional
remedial environmental and litigation costs as a result of our
operations’ unknown and unforeseeable impacts on the environment.
While these costs have not been material to Shell no assurance can be
made that this will continue to be the case, as we continue to develop
the advanced technologies necessary to help meet energy demand.
The land used in our oil sands mining must be reclaimed – for example,
through revegetation or reforestation – to a state that matches its pre-
mined condition, as required by the Alberta government. When dried,
tailings are used in the reclamation process. In 2010, we started up a
We are also subject to a variety of environmental laws, regulations and
reporting requirements in the countries where we operate. Infringing
any of these laws and requirements can harm our ability to do business.
The costs of environmental clean-up can be high.
52
Shell Annual Report and Form 20-F 2010
Business Review fl Environment and society
Our operating expenses include the costs of avoiding discharges into
the air and water and the safe disposal and handling of waste.
Shell can also be affected by third-party litigation against governments.
For example, Shell’s 2007 drilling plan in the Beaufort and Chukchi
seas off Alaska was delayed when non-governmental organisations
took legal action against the US Department of Interior (DOI),
challenging its approval of Shell’s plan for exploration. As a result of
this action, we revised our 2010 drilling plans for that area. A similar
legal challenge was made in early 2010 to the DOI’s approval of these
drilling plans. However, the US 9th Circuit Court of Appeals reaffirmed
the regulatory analysis carried out on our Beaufort and Chukchi permits
and rejected claims that not enough work had been done to evaluate
the risks and the challenges related to our plans. Unfortunately, Shell
was prevented from pursuing offshore drilling in 2010, due to, among
other things, the Federal government’s suspension of Shell’s drilling
plans imposed after the Deepwater Horizon incident in the Gulf of
Mexico. An adverse Environmental Appeals Board ruling on
Environmental Protection Agency air permits at the end of 2010
increased regulatory uncertainty for 2011 drilling, therefore, in 2011,
Shell will focus on obtaining permits required for drilling in 2012.
Biofuels
The international market for biofuels is growing, driven largely by the
introduction of new energy policies in Europe and the USA that call for
more renewable, lower-carbon fuels for transport. Today, biofuels make
up around 3% of the global road transport fuel mix. This could rise to
9% by 2030. Sustainable biofuels are expected to play an increasingly
important role in helping to meet customers’ fuel needs and reduce
CO2 emissions.
Sustainability challenges exist with today’s biofuels. These include:
CO2 emissions that vary according to the raw materials, production
and distribution processes used; competition with food crops for
available land; and labour rights.
In 2010, we sold 9.6 billion litres of biofuels in petrol or diesel blends,
making us one of the world’s largest biofuel distributors. In new and
renewed contracts with suppliers, we introduce sustainability clauses
covering workers’ rights and the protection of biodiversity. By the end
of 2010, 83% of our suppliers by volume had signed up to these
clauses.
We are developing our capabilities to produce sustainable biofuels
components. Our proposed $12 billion Raízen joint venture with Cosan
in Brazil will produce 2 billion litres annually of ethanol from sugar
cane – the most sustainable and cost-competitive of today’s biofuels.
Sugar-based ethanol can reduce net CO2 emissions by up to 70%
compared with petrol.
We carried out rigorous assessments of Cosan’s operations before
signing our joint-venture agreement. The agreement includes
developing joint sustainability principles, standards and operating
procedures that also apply to third-party suppliers. We also continue to
work with industry, governments and voluntary organisations toward
the development of global sustainability standards for biofuels.
We continue to invest in developing more advanced biofuels for the
future. These new technologies will take time to reach commercial
scale. Government support will be required to accelerate their speed of
development.
Neighbouring communities
Gaining the trust of local communities is essential to the success of our
projects and operations. In 2010, we introduced global requirements
for “social performance” – how we perform in our relationship with
communities. The requirements set clear rules and expectations for how
we engage and respect communities that may be impacted by our
operations. All major installations and new projects appoint a person
who is responsible for assessing social impacts and working with
management to find ways to mitigate them. We also have specific
requirements for minimising our impact on indigenous peoples’
traditional lifestyles, and on handling involuntary resettlement and
grievance issues.
Our approach has evolved as we have learned from experience. For
example, the Sakhalin 2 LNG project in Russia was estimated to
impact, directly or indirectly, nearly a quarter of a million people,
among them some 3,800 indigenous residents. Sakhalin Energy
adopted a community grievance mechanism to allow people to file a
complaint or a concern. We now plan to implement community-
grievance mechanisms at other locations based on the Sakhalin
experience.
THE BOARD OF ROYAL DUTCH SHELL PLC
Shell Annual Report and Form 20-F 2010
The Board of Royal Dutch Shell plc
53
Jorma Ollila
CHAIRMAN
Born August 15, 1950. A Finnish national, appointed Chairman of the
Company with effect from June 2006. He started his career at Citibank
in London and Helsinki, before moving in 1985 to Nokia, where he
became Vice President of International Operations.
In 1986, he was appointed Senior Vice President Finance and between
1990 and 1992 he served as President of Nokia Mobile Phones.
Between 1992 and 1999 he was President and Chief Executive Officer
of Nokia, and from 1999 to June 2006 he was Chairman and Chief
Executive Officer. He is currently Chairman of the Board of Nokia.
Chairman of the Nomination and Succession Committee
He returned to Shell in October 2004, when he became a Managing
Director of Shell Transport and Chief Financial Officer of the Royal
Dutch/Shell Group. He was a member of the Supervisory Board of
Aegon N.V. from 2004 until 2006, a member of the Supervisory Board
of UBS AG from 2005 until April 2010 and a member of the Swiss
Federal Auditor Oversight Authority from 2006 until December 2010.
He is currently a Director of Catalyst, a non-profit organisation which
works to build inclusive environments and expand opportunities for
women and business, and was appointed to the Board of Directors of
Roche Holdings Limited at its 2011 AGM.
Peter is also active in a number of international and bilateral
organisations, including the European Round Table of Industrialists and
The Business Council.
Lord Kerr of Kinlochard GCMG
DEPUTY CHAIRMAN AND SENIOR INDEPENDENT
NON-EXECUTIVE DIRECTOR
Simon Henry
CHIEF FINANCIAL OFFICER
Born February 22, 1942. A British national, appointed a Non-
executive Director of the Company in October 2004. He was a Non-
executive Director of Shell Transport from 2002 to 2005. A member of
the UK Diplomatic Service from 1966 to 2002, he was UK Permanent
Representative to the EU, British Ambassador to the USA and Foreign
Office Permanent Under Secretary of State. In 2004, he became an
independent Member of the House of Lords. He is a Non-executive
Director of Rio Tinto plc, Scottish American Investment Company plc
and Scottish Power, a BAE Systems Advisory Board member and
Chairman of Imperial College and the Centre for European Reform.
Member of the Audit Committee, the Corporate and Social
Responsibility Committee, and the Nomination and Succession
Committee
Peter Voser
CHIEF EXECUTIVE OFFICER
Born August 29, 1958. A Swiss national, appointed Chief Executive
Officer of the Company with effect from July 2009. Previously, Chief
Financial Officer since October 2004. He first joined Shell in 1982
and held a variety of finance and business roles in Switzerland, the UK,
Argentina and Chile, including Chief Financial Officer of Oil Products.
In 2002, he joined the Asea Brown Boveri (ABB) Group of Companies,
based in Switzerland as Chief Financial Officer and member of the
ABB Group Executive Committee.
Born July 13, 1961. A British national, appointed Chief Financial
Officer of the Company with effect from May 2009. He joined Shell in
1982 as an engineer at the Stanlow refinery in the UK. After qualifying
as a member of the Chartered Institute of Management Accountants in
1989, he held various finance posts, including Finance Manager of
Marketing in Egypt, Controller for the Upstream business in Egypt, Oil
Products Finance Adviser for Asia-Pacific, Finance Director for the
Mekong Cluster and General Manager Finance for the South East
Asian Retail business.
He was appointed Head of Group Investor Relations in 2001 and Chief
Financial Officer for Exploration & Production in 2004.
Malcolm Brinded CBE
EXECUTIVE DIRECTOR, UPSTREAM INTERNATIONAL
Born March 18, 1953. A British national, appointed an Executive
Director of the Company in October 2004 responsible for global
Exploration & Production, and from July 2009 for Upstream
International. He was previously a Managing Director of Shell
Transport from March 2004 and, prior to that, a Managing Director of
Royal Dutch from 2002.
He joined Shell in 1974 and has held various positions around the
world including in Brunei, the Netherlands and Oman. He was also
Country Chair for Shell in the UK. He is a member of the Nigerian
Presidential Honorary International Investor Council, Chairman of the
Shell Foundation and a Trustee of the Emirates Foundation and the
International Business Leaders Forum. In October 2010, he was
appointed a Non-executive Director of Network Rail.
54
Shell Annual Report and Form 20-F 2010
The Board of Royal Dutch Shell plc
Josef Ackermann
NON-EXECUTIVE DIRECTOR
Gerard Kleisterlee
NON-EXECUTIVE DIRECTOR
Born February 7, 1948. A Swiss national, appointed a Non-executive
Director of the Company in May 2008. He is Chairman of the
Management Board and the Group Executive Committee of Deutsche
Bank AG. He was appointed to these positions in 2006 and 2002
respectively. He joined Deutsche Bank’s Management Board in 1996,
with responsibility for the investment banking division.
He started his professional career in 1977 at Schweizerische
Kreditanstalt (SKA), where he held a variety of positions in corporate
banking, foreign exchange/money markets, treasury and investment
banking. In 1990, he was appointed to SKA’s Executive Board, on
which he served as President between 1993 and 1996. He is currently
also a member of the Supervisory Board of Siemens AG and a member
of the Board of Directors of Zurich Financial Services Limited.
Member of the Remuneration Committee
Guy Elliott
NON-EXECUTIVE DIRECTOR
Born September 28, 1946. A Dutch national, appointed a Non-
executive Director of the Company with effect from November 2010.
He is President/Chief Executive Officer and Chairman of the Board of
Management of Koninklijke Philips Electronics N.V. since April 2001.
After holding several positions within Philips since he joined it in 1974,
he was appointed as Chief Executive Officer of Philips’ Components
division in 1999 and Executive Vice-President of Philips in 2000.
He is a member of the European Round Table of Industrialists, Chairman
of both IMD’s Foundation Board and Executive Committee, member of
the Supervisory Board of De Nederlandsche Bank N.V., Daimler AG
and a Director of Dell Inc. He is also the Chairman of the Foundation of
the Cancer Centre Amsterdam. [A]
[A] It was announced in February 2011 that Gerard Kleisterlee will be appointed
as a Non-executive Director of Vodafone Group plc on April 1, 2011. He will
succeed the Chairman of Vodafone following the retirement of the present
incumbent at its 2011 AGM. Gerard Kleisterlee will retire from his current
position at Koninklijke Philips Electronics N.V. on March 31, 2011.
Member of the Audit Committee
Born December 26, 1955. A British national, appointed a Non-
executive Director of the Company with effect from September 2010.
He is Chief Financial Officer of Rio Tinto plc and Rio Tinto Limited,
positions he has held since 2002.
Wim Kok
NON-EXECUTIVE DIRECTOR
Following a period in investment banking, he joined the Rio Tinto
Group in 1980 after gaining an MBA at INSEAD. He has held a variety
of marketing, strategy and general management positions, including
Head of Business Evaluation and President of Rio Tinto Brasil. He was
Non-executive Director and Senior Independent Director of Cadbury
plc from 2007 and 2008 respectively until March 2010, and served as
Chairman of the Audit Committee until April 2009.
Member of the Audit Committee
Charles O. Holliday
NON-EXECUTIVE DIRECTOR
Born March 9, 1948. A US national, appointed a Non-executive
Director of the Company with effect from September 2010. He served
as Chief Executive Officer of DuPont from 1998 to January 2009 and
Chairman from 1999 to December 2009. He joined DuPont in 1970
after receiving a B.S. in industrial engineering from the University of
Tennessee and held various manufacturing and business assignments
including President of DuPont Asia/Pacific, living in Tokyo for six years,
before becoming Chairman and Chief Executive Officer.
He previously served as Chairman of the World Business Council for
Sustainable Development, Chairman of The Business Council,
Chairman of Catalyst and Chairman of the Society of Chemical
Industry – American Section and is a founding member of the
International Business Council. He is a Director of Bank of America
Corporation and Deere & Company.
Member of the Corporate and Social Responsibility Committee and the
Remuneration Committee
Born September 29, 1938. A Dutch national, appointed a Non-
executive Director of the Company in October 2004. He was a
member of the Royal Dutch Supervisory Board from 2003 to July 2005.
He chaired the Confederation of Dutch Trade Unions (FNV) before
becoming a Member of the Lower House of Parliament and
parliamentary leader of the Partij van de Arbeid (Labour Party).
Appointed Minister of Finance in 1989 and Prime Minister in 1994,
serving for two periods of government up to July 2002. Member of the
Supervisory Boards of KLM N.V. and TNT N.V.
Chairman of the Corporate and Social Responsibility Committee and
Member of the Nomination and Succession Committee
Christine Morin-Postel
NON-EXECUTIVE DIRECTOR
Born October 6, 1946. A French national, appointed a Non-executive
Director of the Company in October 2004. She was a member of the
Royal Dutch Supervisory Board from July 2004 and was a Board
member of Royal Dutch until December 2005.
Formerly she was Chief Executive of Société Générale de Belgique,
Executive Vice-President and member of the Executive Committee of
Suez S.A., Chairman and Chief Executive Officer of Crédisuez S.A.
and a Non-executive Director of Pilkington plc and Alcan Inc. She is a
Non-executive Director of 3i Group plc, British American Tobacco plc
and EXOR S.p.A.
Chairman of the Audit Committee
Shell Annual Report and Form 20-F 2010
The Board of Royal Dutch Shell plc
55
Appointment of new Director
On March 9, 2011, the Nomination and Succession Committee
recommended the appointment of Linda G. Stuntz as a Director of the
Company. The Board adopted this recommendation and a resolution
will be submitted to the 2011 AGM proposing the appointment of
Linda G. Stuntz as a Director of the Company with effect from June 1,
2011. Linda G. Stuntz’s biographical details will be given in the 2011
Notice of the AGM.
Changes to Board committee membership
On March 9, 2011, the Board approved a number of changes to the
membership of the Board committees. The new appointments are with
effect from May 18, 2011, subject to the reappointment of each of the
respective Directors at the 2011 AGM, except in the case of Linda G.
Stuntz, whose membership of the Audit Committee is with effect from
June 1, 2011, subject to her appointment as a Director of the Company
at the 2011 AGM.
B O A RD CO MMI T T E E ME MB E R SH IP W I TH E F F E C T F R O M
MAY 18, 20 11 [ A]
Committee
Audit Committee
Corporate and Social
Responsibility Committee
Nomination and Succession Committee
Remuneration Committee
Membership
Guy Elliott (Chairman)
Gerard Kleisterlee
Christine Morin-Postel
Linda G. Stuntz
Charles O. Holliday (Chairman)
Lord Kerr of Kinlochard
Jeroen van der Veer
Jorma Ollila (Chairman)
Lord Kerr of Kinlochard
Hans Wijers
Hans Wijers (Chairman)
Josef Ackermann
Charles O. Holliday
[A] Except in the case of Linda G. Stuntz, whose membership of the Audit
Committee is with effect from June 1, 2011, subject to her appointment as a
Director of the Company at the 2011 AGM.
Jeroen van der Veer
NON-EXECUTIVE DIRECTOR
Born October 27, 1947. A Dutch national, appointed a Non-executive
Director of the Company with effect from July 2009. Previously, Chief
Executive since October 2004. He was appointed President of Royal
Dutch in 2000, having been a Managing Director since 1997, and
was a Board member until December 2005. He was a Director of Shell
Canada Limited from April 2003 until April 2005.
He joined Shell in 1971 in refinery process design and held a number
of senior management positions around the world. He is Vice-Chairman
and Senior Independent Director of Unilever (which includes Unilever
N.V. and Unilever plc), Vice-Chairman of ING Group, a member of the
Supervisory Board of Koninklijke Philips Electronics N.V. and has
various roles in several foundations and charities. [A]
[A] It was announced in February 2011 that Jeroen van der Veer will be
appointed as Chairman of the Supervisory Board of Koninklijke Philips
Electronics N.V. with effect from the close of business of its 2011 AGM and in
March 2011 it was announced that he would be retiring as a Director of
Unilever N.V. and Unilever plc with effect from the close of business of the
Unilever N.V. 2011 AGM.
Member of the Corporate and Social Responsibility Committee
Hans Wijers
NON-EXECUTIVE DIRECTOR
Born January 11, 1951. A Dutch national, appointed a Non-executive
Director of the Company with effect from January 2009. He is Chief
Executive Officer and Chairman of the Board of Management of Akzo
Nobel N.V. He joined Akzo Nobel N.V. in 2002 as a Board member,
and was appointed Chairman in 2003. He obtained a PhD in
economics in 1982 while teaching at the Erasmus University
Rotterdam.
Later he became Managing Partner of The Boston Consulting Group.
He served as Dutch Minister for Economic Affairs from 1994 to 1998,
after which he returned to The Boston Consulting Group as Senior
Partner until his appointment as a Board member of Akzo Nobel N.V.
He is a trustee of various charities and a member of the European
Round Table of Industrialists.
Chairman of the Remuneration Committee
Michiel Brandjes
COMPANY SECRETARY
Born December 14, 1954. A Dutch national, appointed as Company
Secretary and General Counsel Corporate of the Company in February
2005. Previously he was Company Secretary of Royal Dutch. He joined
Shell in 1980 as a Legal Adviser.
56
Shell Annual Report and Form 20-F 2010
Senior Management
SENIOR MANAGEMENT
In addition to the Executive Directors listed on page 53, the Company
has the following Senior Management, each of whom is a member of
the Executive Committee (see page 79):
Matthias Bichsel
Born July 24, 1954. A Swiss national, appointed Projects & Technology
Director with effect from July 1, 2009. Previously, he was Executive
Vice President, Development and Technology, being responsible for
delivering reserves and production from new upstream projects, as well
as providing technology applications and research via Shell’s upstream
technology organisation.
Hugh Mitchell
Born February 13, 1957. A British national, appointed Chief Human
Resources & Corporate Officer with effect from July 1, 2009. In 1997,
he became HR Vice President for the Global Oil Products business and
in 2003 was appointed Director International, one of the Group’s
Corporate Centre Directors. In 2005, he was appointed Human
Resources Director of Royal Dutch Shell.
Marvin Odum
Born December 13, 1958. A US national, appointed Upstream
Americas Director with effect from July 1, 2009. Previously he was
Executive Vice President for the Americas for Shell Exploration &
Production. He was appointed President of Shell Oil Company in
2008, having served as Executive Vice President since 2005 with
responsibility for Shell’s exploration and production businesses in the
western hemisphere.
Peter Rees QC
Born April 21, 1957. A British national, appointed Legal Director with
effect from January 1, 2011. He started his legal career in 1979 at the
international law firm Norton Rose. He became a partner in 1987 and
Head of Dispute Resolution and a member of the Executive Committee
in 1997. In 2006, he joined Debevoise & Plimpton as a partner in its
London office. In 2009, Peter was appointed Queen’s Counsel.
Mark Williams
Born November 9, 1951. A US national, appointed Downstream
Director with effect from January 1, 2009. He has previously held the
positions of Executive Vice President, Global Businesses, and Vice
President of Strategy, Portfolio and Environment for Oil Products. In
2004, he was appointed Executive Vice President of Supply and
Distribution in Shell Downstream Inc., a position he held until December
2008.
REPORT OF THE DIRECTORS
Shell Annual Report and Form 20-F 2010
Report of the Directors
57
Principal activities
Royal Dutch Shell plc (the Company) is a holding company which
owns, directly or indirectly, investments in the numerous companies
constituting Shell. Shell is engaged worldwide in the principal aspects
of the oil and gas industry and also has interests in chemicals and other
energy-related businesses. Details of the Company’s subsidiaries can
be found in Exhibit 8.
Business Review
The information that fulfils the requirements of the Business Review can
be found in the “Chairman’s message” on page 5, the “Chief Executive
Officer’s review” on pages 6–7 and also in the “Business Review” on
pages 8–52, all of which are incorporated in this Report of the
Directors by way of reference. This Report of the Directors also serves
as the Management Report for the purpose of Disclosure and
Transparency Rule 4.1.8R. Throughout this Report of the Directors, the
Board aims to present a balanced and understandable assessment of
the Company’s position and prospects in its reporting to shareholders
and other interested parties.
Research and development
Shell carries out its research and development programmes in a
worldwide network of technology centres complemented by external
partnerships. The main technology centres are in the Netherlands and
the USA, with other centres in Canada, Germany, India, Norway,
Oman, Qatar and the UK. Further details of Shell’s research and
development, including expenditure, can be found on page 18 of the
“Business Review” as well as in the “Consolidated Statement of
Income”.
Recent developments and post-balance sheet
events
Recent developments and post-balance sheet events are given in
Note 30 to the “Consolidated Financial Statements”.
Financial statements and dividends
The “Consolidated Statement of Income” and “Consolidated Balance
Sheet” are available on pages 98 and 99.
The table below sets out the dividends on each class of share and each
class of American Depositary Share (ADS [A]). Dividends are declared
in US dollars and the Company announces the euro and sterling
equivalent amounts at a later date using a market exchange rate.
[A] ADS stands for an American Depositary Share. ADR stands for an American
Depositary Receipt. An ADR is a certificate that evidences ADSs. ADSs are
listed on the New York Stock Exchange under the symbols RDS.A and RDS.B.
Each ADS represents two shares – two Class A shares in the case of RDS.A or
two Class B shares in the case of RDS.B. In many cases the terms ADR and
ADS are used interchangeably.
Dividends declared on Class A shares are paid by default in euros,
although holders of Class A shares are able to elect to receive
dividends in sterling. Dividends declared on Class B shares are paid by
default in sterling, although holders of Class B shares are able to elect
to receive dividends in euros. Dividends declared on ADSs are paid in
US dollars.
In September 2010, the Company introduced a Scrip Dividend
Programme which enables shareholders to increase their shareholding
by choosing to receive new shares instead of cash dividends if
declared by the Board. Only new Class A shares are issued under the
programme, including to shareholders who hold Class B shares. Full
details of the programme can be found at www.shell.com/dividend.
The Directors have proposed a fourth quarter interim dividend as set out
in the table below, payable on March 25, 2011, to shareholders on the
Register of Members at close of business on February 11, 2011. The
closing date for scrip election and dividend currency election was
February 25, 2011 [B]. The sterling and euro equivalents
announcement date was March 4, 2011.
[B] Different scrip and dividend currency election dates may apply to
shareholders holding shares in a securities account with a bank or other
financial institution ultimately holding through Euroclear Nederland. Such
shareholders can obtain the applicable deadlines from their broker, financial
intermediary, bank or other financial institution where they hold their
securities account. A different scrip election date may also apply to registered
and non-registered ADS holders. Registered ADS holders can contact The
Bank of New York Mellon for the applicable deadline. Non-registered ADS
holders can contact their broker, financial intermediary, bank or other
financial institution for the applicable election deadline.
DI VIDENDS
Q1
Q2
Q3
Q4
Total declared in respect of the year
Amount paid during the year
Class A shares
Class B shares [A] Class A ADSs
Class B ADSs
2010
$
0.42
0.42
0.42
0.42
1.68
¤
0.3154
0.3227
0.3138
0.3002
1.2521
1.2537
pence
27.37
26.89
26.72
25.82
106.80
107.34
$
0.42
0.42
0.42
0.42
1.68
pence
27.37
26.89
26.72
25.82
106.80
107.34
¤
0.3154
0.3227
0.3138
0.3002
1.2521
1.2537
$
0.84
0.84
0.84
0.84
3.36
3.36
$
0.84
0.84
0.84
0.84
3.36
3.36
[A] It is expected that holders of Class B shares will receive dividends through the dividend access mechanism applicable to such shares. The dividend access
mechanism is described more fully on pages 84–85.
Board of Directors
The Directors during the year were Josef Ackermann, Malcolm Brinded,
Guy Elliott (appointed with effect from September 1, 2010), Simon
Henry, Charles O. Holliday (appointed with effect from September 1,
2010), Sir Peter Job (stood down with effect from May 18, 2010), Lord
Kerr of Kinlochard, Gerard Kleisterlee (appointed with effect from
November 1, 2010), Wim Kok, Nick Land (stood down with effect from
October 31, 2010), Christine Morin-Postel, Jorma Ollila, Lawrence
Ricciardi (stood down with effect from May 18, 2010), Jeroen van der
Veer, Peter Voser and Hans Wijers.
Appointment and reappointment of Directors
In line with the 2010 UK Corporate Governance Code, all Directors
will retire at each Annual General Meeting (AGM) and, subject to the
Articles of Association and their wish to continue as a Director of the
Company, seek reappointment by shareholders. This practice was
introduced at the 2010 AGM. At the 2011 AGM, Wim Kok will not be
seeking reappointment. He will be standing down after having served
eight years as a Non-executive Director. Shareholders will also be
asked to vote on the appointment of Linda G. Stuntz as a Director of the
Company with effect from June 1, 2011.
The biographies of all Directors are given on pages 53–55 and, for
those seeking appointment or reappointment, also in the Notice of the
AGM. Details of the Executive Directors’ contracts can be found on
page 69 and copies are available for inspection from the Company
Secretary. Furthermore, a copy of the form of these contracts has been
filed with the US Securities and Exchange Commission as an exhibit.
The terms and conditions of appointment of Non-executive Directors are
set out in their letters of appointment with the Company which, in
accordance with the 2010 UK Corporate Governance Code, are
available for inspection from the Company Secretary. No Director is, or
was, materially interested in any contract subsisting during or at the
end of the year that was significant in relation to the Company’s
business. See also “Related party transactions” on page 59.
Financial risk management, objectives and policies
Descriptions of the use of financial instruments and Shell financial risk
management objectives and policies are set out in the “Business
Review” and on pages 82–83, and also in Note 23 to the
“Consolidated Financial Statements”.
Qualifying third-party indemnities
The Company has entered into a deed of indemnity with each Director
under identical terms. The deeds indemnify the Directors to the widest
extent permitted by the applicable laws of England against all liability
incurred as a Director or employee of the Company or of certain other
entities.
58
Shell Annual Report and Form 20-F 2010
Report of the Directors
Creditor payment policy and practice
Statutory regulations issued under the UK Companies Act 2006 (the
Act) require a public company to make a statement of its policy and
practice on the payment of trade creditors. As a holding company
whose principal business is to hold shares in Shell companies, the
Company has no trade creditors. Given the international nature of
Shell’s operations there is no specific company-wide creditor payment
policy. Relationships with suppliers are governed by Shell’s
commitment to long-term relations, based on trust and mutually
beneficial arrangements. Shell U.K. Limited, Shell’s most significant UK
operating company, had approximately 28 days’ purchases
outstanding at December 31, 2010, (2009: 33 days) based on the
average daily amount invoiced by suppliers during the year. Shell U.K.
Limited has adopted the Prompt Payment Code, a copy of which is
available from the Company Secretary.
Directors’ responsibilities in respect of the
preparation of the financial statements
The Directors are responsible for preparing the Annual Report, the
Directors’ Remuneration Report and the financial statements in
accordance with applicable law and regulations. UK company law
requires the Directors to prepare financial statements for each financial
year. Under that law, the Directors have prepared the Consolidated
and Parent Company Financial Statements in accordance with
International Financial Reporting Standards (IFRS) as adopted by the
European Union. The financial statements also comply with IFRS as
issued by the International Accounting Standards Board (IASB). Under
company law, the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of
affairs of Shell and the parent company and of the profit or loss of Shell
and the parent company for that period.
In preparing these financial statements, the Directors are required to:
(cid:2) select suitable accounting policies and then apply them consistently;
(cid:2) make judgements and estimates that are reasonable and prudent;
(cid:2) state that the financial statements comply with IFRS as adopted by the
European Union and IFRS as issued by the IASB;
(cid:2) prepare the financial statements on the going concern basis, unless it
is inappropriate to assume that the Company or Shell will continue in
business; and
(cid:2) prepare a management report giving a fair review of the business and
the principal risks and uncertainties.
The Directors confirm that they have complied with the above
requirements when preparing the financial statements and that the
Business Review gives a fair review of the development and
performance of the business, the position of the Company and Shell
and the principal risks and uncertainties. In addition, as far as each of
the Directors are aware, there is no relevant audit information of which
the auditors are unaware. Each Director has taken all the steps he or
she ought to have taken in order to become aware of any relevant audit
information and to establish that the auditors are aware of such
information.
The Directors are responsible for keeping adequate accounting records
that are sufficient to show and explain the Company’s transactions and
disclose with reasonable accuracy at any time the financial position of
the Company and Shell and enable them to ensure that the financial
statements and the Directors’ Remuneration Report comply with the
Companies Act 2006 and, as regards the Consolidated Financial
Statements, Article 4 of the IAS Regulation. They are also responsible
for safeguarding the assets of the Company and Shell and hence for
taking reasonable steps for the prevention and detection of fraud and
other irregularities.
Shell Annual Report and Form 20-F 2010
Report of the Directors
59
Directors’ interests
The interests (in shares or calculated equivalents) of the Directors in
office at the end of the financial year, including any interests of a
“connected person” (as defined in the Disclosure and Transparency
Rules), are set out below:
DI RE CTOR S’ I N TE R E STS
January 1, 2010 [A]
Josef Ackermann
Malcolm Brinded
Guy Elliott
Simon Henry
Charles O. Holliday
Lord Kerr of Kinlochard
Gerard Kleisterlee
Wim Kok
Christine Morin-Postel
Jorma Ollila
Jeroen van der Veer
Peter Voser
Hans Wijers
Class A
10,000
20,028
–
4,175
–
–
–
4,000
8,485
25,000
190,195
90,694
5,000
Class B
–
140,855
3,177 [C]
38,673
– [C]
15,000
– [C]
–
–
–
–
–
–
December 31, 2010 [B]
Class A
Class B
10,000
20,240
–
4,175
–
–
–
4,000
8,485
25,000
190,195
110,694
5,251
–
141,941
3,177
49,836
20,000 [D]
17,500
–
–
–
–
–
–
–
[A] Excludes interests in shares or options awarded under the Long-term Incentive
Plan, the Deferred Bonus Plan, the Restricted Share Plan and the share option
plans as at January 1, 2010. Interests under these plans as at January 1,
2010, are set out on pages 72–74.
[B] Excludes interests in shares or options awarded under the Long-term Incentive
Plan, the Deferred Bonus Plan, the Restricted Share Plan and the share option
plans as at December 31, 2010. Interests under these plans as at
December 31, 2010, are set out on pages 72–74.
[C] At the date of appointment.
[D] Held as 10,000 ADSs (RDS.B ADS). One RDS.B ADS represents two Class B
shares.
There were no changes in Directors’ share interests during the period
from December 31, 2010, to March 9, 2011, except for those changes
in the interests in shares or options awarded under the Long-term
Incentive Plan, the Deferred Bonus Plan, the Restricted Share Plan and
the share option plans set out in the “Directors’ Remuneration Report”
on pages 72–74.
As at March 9, 2011, the Directors and Senior Management [A] of the
Company beneficially owned individually and in aggregate (including
shares under option) less than 1% of the total shares of each class of the
Company shares outstanding.
[A] The Senior Management of the Company are given on page 56.
Related party transactions
Other than disclosures given in Notes 6 and 10 to the “Consolidated
Financial Statements” on pages 110 and 117 respectively, there were
no transactions or proposed transactions that were material to either
the Company or any related party. Nor were there any transactions that
were unusual in their nature or conditions with any related party.
Share repurchases
On May 18, 2010, shareholders approved an authority, expiring at
the end of the next AGM, for the Company to repurchase its own shares
up to a maximum of 10% of the issued share capital (excluding share
purchases for employee share-based compensation plans). Whilst no
share repurchases for cancellation were made during 2010, the Board
continues to regard the ability to repurchase issued shares in suitable
circumstances as an important part of the financial management of the
Company. A resolution will be proposed to the forthcoming AGM to
renew the authority for the Company to purchase its own share capital
up to specified limits for another year. More detail of this proposal is
given in the Notice of the AGM.
Political and charitable contributions
No donations were made by any Shell company to political parties or
organisations during the year. Shell Oil Company administers the non-
partisan Shell Oil Company Employees’ Political Awareness Committee
(SEPAC), a political action committee registered with the US Federal
Election Commission. Eligible employees may make voluntary personal
contributions to SEPAC.
Shell, through individual Shell companies, sponsors social investment
programmes in many countries throughout the world. In the UK, Shell
donated $25 million in 2010 to charitable causes.
Diversity and inclusion
Detailed information can be found in the “Business Review” on
page 48.
Employee communication and involvement
Detailed information can be found in the “Business Review” on
page 48.
Corporate social responsibility
A summary of Shell’s approach to corporate social responsibility is
contained in pages 50–52 of the “Business Review”. Further details will
be available in Shell’s Sustainability Report 2010.
Essential contracts and Takeovers Directive
information
Shell does not have contracts or other arrangements that individually
are essential to its business, nor does it have any significant agreements
that would take effect, alter or terminate upon a change of control of the
Company following a takeover bid.
SHARE CAPITAL
The Company’s issued share capital as at December 31, 2010, is set
out in Note 10 to the “Parent Company Financial Statements”. The
percentage of the total issued share capital represented by each class
of share is given below. Other disclosure requirements pursuant to The
Takeovers Directive can be found below and on pages 83–87.
SH ARE CA PITAL PER CENTAG E
Share Class
Class A
Class B
Sterling deferred
%
56.93
43.07
de minimis
TRANSFER OF SECURITIES
There are no significant restrictions on the transfer of securities.
SHARE OWNERSHIP TRUSTS
Shell currently operates three primary employee share ownership trusts:
a Dutch Stichting and two US Rabbi Trusts. The shares in the Stichting
are voted by the Stichting Board, and the shares in the Rabbi Trusts are
voted by the Voting Trustee, Evercore Trust Company, N.A. Both the
Stichting Board and the Voting Trustee are independent of the
Company.
The Shell All Employee Share Ownership Plan (SAESOP) has a
separate related share ownership trust. Shares held for the SAESOP are
voted by its trustee, EES Corporate Trustees Limited, as directed by the
participants.
60
Shell Annual Report and Form 20-F 2010
Report of the Directors
SIGNIFICANT DIRECT AND INDIRECT SHAREHOLDIN GS
See “Investor” table below.
ARTICLES OF ASSOCIATION
Information concerning the Articles of Association is given on
pages 83–87.
Substantial shareholdings
As at February 22, 2011, the Company had been notified by the
following investors of their interests in 3% or more of the Company’s
shares. These interests are notified to the Company pursuant to
Disclosure and Transparency Rule 5.
I N V E S T OR
BlackRock Inc
Legal & General Group plc
Class A shares Class B shares
6.59%
4.24%
4.64%
3.19%
Auditors
PricewaterhouseCoopers LLP has signified its willingness to continue in
office, and a resolution for its reappointment will be submitted to the
AGM.
Corporate governance
The Company’s statement on corporate governance is included in the
“Corporate governance” report on pages 77–87 and is incorporated
in this Report of the Directors by way of reference.
Annual General Meeting
The Annual General Meeting (AGM) will take place on May 17, 2011,
in the Circustheater, Circusstraat 4, The Hague, The Netherlands with a
satellite link to The Barbican Centre, London, UK. An audio-visual link
will permit active two-way participation by persons physically present
in the UK and the Netherlands. Details of the business to be put to
shareholders at the AGM can be found in the Notice of the Annual
General Meeting.
Signed on behalf of the Board
Michiel Brandjes
Company Secretary
March 9, 2011
DIRECTORS’ REMUNERATION REPORT
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report
61
INDEX TO THE DIRECTORS’
REMUNERATION REPORT
61 Letter from the Chairman of the Remuneration Committee
62 Overview
64 The Remuneration Committee (REMCO)
64 REMCO’s remuneration policy for Executive Directors
Strategy alignment and pay for performance
65
Competitiveness
67
Shareholding
67
Consistency
Compliance and risk assessment
67
67
68 REMCO’s remuneration determinations for Executive Directors in 2010
68
68
Base salary
Annual bonus
68
69
69
69
Other cash and non-cash earnings
Long-term incentives
Pension interests
Executive Directors’ contracts
69
External appointments
70 Non-executive Directors
70
70
71 Data tables
Remuneration policy
Pension interests
Dear Shareholders,
As the Chairman of the Remuneration Committee (REMCO), I am
pleased to present to you the 2010 Directors’ Remuneration Report of
Royal Dutch Shell plc.
We met with a number of major shareholders in 2010 to discuss how
remuneration policy changes were executed and to give them the
opportunity to raise any related issues or concerns. Shareholders with
whom we met were generally satisfied with the outcome of the
changes. The key topics that were raised during 2010 were the terms of
termination of Executive Directors’ contracts, the clawback of
incentives, the proration of long-term incentives on termination of a
Director’s employment and metrics for assessment of sustainable
development performance. We welcomed the input, considered it
carefully and addressed it by implementing more changes to the
Executive Directors’ remuneration for 2011.
We believe that the performance measures we introduced in 2009 for
the Long-term Incentive Plan and in 2010 for the Executive Directors’
annual bonus continue to receive broad shareholder support. They are
aligned with Shell’s stated business strategy and commitments, which
focus on cash generation, production growth and project delivery.
Shell’s sustainability performance in 2010 improved relative to 2009
according to the assessment of Sustainable Asset Management (SAM),
the company used by the Dow Jones Sustainability Indexes (DJSI).
Irrespective of this improvement in Shell’s sustainability performance in
2010, we decided to exercise downward discretion in view of Shell’s
exclusion from the DJSI World Index and set the DJSI/SAM-linked
element of the scorecard to zero. For 2011, we have followed the
advice of a number of shareholders to refer to internal measures of
sustainable development. These targeted measures, monitored in
accordance with industry guidelines, will be safety, which we believe
underpins all sustainable development, along with operational spills,
energy efficiency and fresh water use, and reflect improvement
opportunities identified through DJSI/SAM benchmarking and
priorities agreed in consultation with the Corporate and Social
Responsibility Committee.
I hope you will find the Directors’ Remuneration Report clear,
transparent and informative. As always, I remain open to your
feedback and look forward to meeting you at our AGM on May 17,
2011.
Hans Wijers
Chairman of the Remuneration Committee
March 8, 2011
62
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Overview
OVERVIEW
In 2010, we built on the strong foundations of 2009’s constructive
engagements with major shareholders and shareholder institutions. We
continued our dialogue to ensure that the proposals we put in place in
2010 were in line with shareholders’ views. The issues raised during
the year were: Executive Directors’ contracts, the clawback of
incentives and the proration of long-term incentives on the termination
of a Director’s employment. We considered their input, discussed our
proposals with shareholders again and decided to implement
additional changes to Executive Directors’ remuneration policy from
2011.
Given the economic and regulatory environment and the continuing
focus on executive remuneration, our ongoing dialogue is critical. The
general satisfaction from the shareholders we have met gives us
confidence that our remuneration policies are well suited to promote
Shell’s long-term success. We remain committed to our dialogue with
shareholders about remuneration and, after the publication of the 2010
Annual Report and Form 20-F, we will be holding further meetings with
major shareholders to obtain their feedback and ensure future
alignment between their views and those of REMCO.
The following table provides an overview of the Executive Directors’
remuneration policy in 2010 and the changes proposed for 2011.
Base salary
2010 policy
(cid:2) The current comparator group consists of BP, Chevron,
Changes to the policy for 2011
(cid:2) No changes to the policy.
Annual bonus
Long-term Incentive Plan (LTIP)
ExxonMobil and Total as well as a selection of top
Europe-based companies.
(cid:2) Salary review date is January each year.
(cid:2) Target levels (as % of base salary):
Chief Executive Officer - 150%
Other Executive Directors - 110%
Maximum vesting - 250% and 220%, respectively.
(cid:2) Calculation of an Executive Director’s annual bonus:
– Shell results at the end of the year are translated into
a score between zero and two, on the basis of a
predefined scorecard and REMCO’s judgement.
– Bonus awards are based on this score multiplied by
the target bonus levels and adjusted for individual
performance as defined by REMCO.
(cid:2) Award levels (as % of base salary):
Chief Executive Officer - 300%
Other Executive Directors - 240%
Maximum vesting 600% and 480%, respectively.
(cid:2) Shareholding requirements - three times base salary for
CEO and two times base salary for other Executive
Directors over five years.
(cid:2) The actual value delivered after three years depends on
the relative performance of LTIP measures against other
oil majors.
(cid:2) LTIP shares to be held for two years following vesting.
(cid:2) Implemented clawback policy.
(cid:2) Replaced DJSI/SAM assessment with internal
sustainable development measures. These targeted
measures are objective and address key sustainability
issues: operational spills, energy efficiency and fresh
water use and reflect improvement opportunities
identified through DJSI/SAM benchmarking and
priorities agreed in consultation with the Corporate and
Social Responsibility Committee.
(cid:2) Implemented clawback policy and proration of the LTIP
awards on termination of employment.
Deferred Bonus Plan (DBP)
(cid:2) Under the DBP, Executive Directors are required to
(cid:2) Implemented clawback policy.
invest no less than 25% and can choose to invest up to
50% of their annual bonus in deferred bonus shares.
Half of these deferred bonus shares are matchable with
additional performance-related shares which can be
earned on the same basis as the LTIP vesting.
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Overview
63
R E MU N E R AT I ON A CT IO N S
Base salary
(cid:2) No salary increases during 2010.
(cid:2) Increased the salary for Chief Executive Officer Peter Voser to ¤1,550,000 (+3.3%), from January 1, 2011.
(cid:2) Retained Executive Director Malcolm Brinded’s salary at the same level.
(cid:2) Increased the salary for Chief Financial Officer Simon Henry to ¤890,000 (+4.7%), from January 1, 2011.
Annual bonus
(cid:2) Set the Executive Directors’ Scorecard result at 1.37, reflecting strong operational results but also using downward
discretion to set the DJSI/SAM element on the scorecard to zero.
(cid:2) Set the actual bonuses for 2010 at ¤3,750,000, ¤2,302,000 and ¤1,537,000 for Peter Voser, Malcolm Brinded and
Simon Henry, respectively.
(cid:2) Applied cap of 250% of base salary to the Chief Executive Officer’s 2010 bonus.
Long-term incentives
(cid:2) Vested 150% LTIP shares and 150% performance-related matching DBP shares in March 2011, using no discretion. This
was based on TSR performance being second out of the oil majors.
(cid:2) Peter Voser, Malcolm Brinded and Simon Henry elected to defer 50% of their 2010 annual bonus into the DBP. They
purchased shares worth ¤1,875,000, ¤1,151,000 and ¤768,500, respectively.
The report follows the UK requirements of the Companies Act 2006, the
Large and Medium-sized Companies and Groups (Accounts and
Reports) Regulations 2008, the Listing Rules and the 2008 Combined
Code on Corporate Governance. It outlines the remuneration policies
and individual remuneration details for Executive Directors and Non-
executive Directors of the Company for the year ended December 31,
2010. This report also follows the provisions of the new UK Corporate
Governance Code issued in June 2010. The Board has approved this
report and it will be presented to shareholders for approval at the AGM
of the Company on May 17, 2011.
The table below summarises 2010 compensation for Executive
Directors. The earnings amount includes salary, bonus paid in 2011 for
2010 performance and other cash and non-cash remuneration. The
amounts shown as “value of released DBP awards” represent the value
of matching shares delivered at vesting of 2007 DBP awards on
bonuses from 2006, less the original amount deferred.
2 010 SU M MARY COMPEN SAT IO N (UN A UD ITED )
¤ THOUSAND
Earnings [A]
Value of released LTIP awards [B]
Value of released DBP awards
Value of released PSP awards
Value of exercised share options
Total compensation
in euro
in dollar
in sterling
Peter
Voser
5,361
0
179
–
0
5,540
7,337
4,750
Malcolm
Brinded
3,523
0
188
–
1,342
Simon
Henry
2,456
–
0
419 [C]
0
5,053
6,692
4,332
2,875
3,807
2,465
[A] More details can be found on page 71.
[B] Represent the value of 2007 LTIP awards that vested in March 2010.
[C] Value of performance shares Simon Henry received prior to his appointment
as an Executive Director, released in March 2010.
64
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl The Remuneration Committee
THE REMUNERATION
COMMITTEE
Following the 2010 AGM, the Remuneration Committee (REMCO)
continued to engage with major shareholders to understand their main
concerns and to get their input. As a result, we decided to implement
additional changes to Executive Directors’ remuneration policy from
2011. External market data and plan valuations from Towers Watson
supported our decision making.
REMCO’s key responsibilities in respect of Executive Directors include:
(cid:2) setting remuneration policy;
(cid:2) agreeing performance frameworks, setting targets and reviewing
performance;
(cid:2) determining actual remuneration and benefits; and
(cid:2) determining contractual terms.
REMCO’s Terms of Reference are reviewed regularly and updated
whenever necessary. They are available on the Shell website
www.shell.com/investor. Alternatively, copies can be obtained from
the Company Secretary. See inside back cover for details.
The members of the Remuneration Committee are:
(cid:2) Hans Wijers (Chairman of the Committee);
(cid:2) Josef Ackermann; and
(cid:2) Charles O. Holliday (with effect from January 1, 2011).
REMCO’S REMUNERATION
POLICY FOR EXECUTIVE
DIRECTORS
Shell is one of the world’s largest independent oil and gas companies in
terms of market capitalisation, operating cash flow and oil and gas
production. On an ongoing basis, its most senior managers are asked
to make decisions affecting multi-billion-dollar assets and investments.
The Board agrees on a strategy for Shell. The Chief Executive Officer
and Executive Directors execute this strategy. The Board tracks the
execution of the strategy, and REMCO ensures that Executive Directors’
performance-based rewards reflect how successfully they have done
their job.
The Executive Director remuneration package comprises a base salary,
an annual bonus, long-term incentives, as well as a pension plan and
other benefits.
The base salary rewards day-to-day leadership and direction and
holistic management across different internal and external
stakeholders.
The annual bonus rewards short-term delivery against key financial and
non-financial operating metrics.
There are two main long-term incentive programmes currently in use:
the Long-term Incentive Plan (LTIP) and the Deferred Bonus Plan (DBP).
The Restricted Share Plan (RSP) is available for retention purposes.
Their biographies are given on pages 54 and 55 and REMCO meeting
attendance on page 79.
TAR GE T PAY DI ST RI B U T IO N
Sir Peter Job stood down as a Director of the Company and member of
the Committee with effect from the close of business of the 2010 Annual
General Meeting held on May 18, 2010. He was succeeded as a
member of the Committee by Jorma Ollila. Jorma Ollila stood down as
a member of the Committee with effect from December 31, 2010. The
changes to REMCO membership during 2010 are described in the
“Corporate governance” report on pages 80–81.
Advice from within Shell on various subjects including the Executive
Directors’ Scorecard, the remuneration of Senior Management, and the
performance of the other Executive Directors was sought from:
(cid:2) Peter Voser, Chief Executive Officer;
(cid:2) Hugh Mitchell, Chief Human Resources & Corporate Officer and
Secretary to the Committee; and
(cid:2) Michael Reiff, Executive Vice-President Remuneration, Benefits &
Services.
Base salary 22%
Annual bonus 26%
Longterm incentives 52%
The long-term value of Executive Directors’ pay is tied to Shell’s future
performance on the basis of the following principles:
(cid:2) alignment with Shell’s strategy;
(cid:2) pay for performance;
(cid:2) long-term creation of shareholder value;
(cid:2) competitiveness;
(cid:2) consistency; and
(cid:2) compliance and risk assessment.
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl REMCO’S remuneration policy for Executive Directors
65
Short term
Medium term
Longer term
PERFORMANCE FOCUS
PRODUCTION GROWTH
SUPPORTED BY COMPETITIVE BASE SALARIES
AND ANNUAL BONUS MEASURES:
(cid:2) Cash flow
(cid:2) Operational excellence
(cid:2) Sustainable development, underpinned
by safety
SUPPORTED BY LTIP OPERATIONAL
MEASURES:
(cid:2) Cash flow growth
(cid:2) Hydrocarbon production growth
(cid:2) TSR
(cid:2) EPS (CCS) growth
NEXTGENERATION
PROJECT OPTIONS
SUPPORTED BY LONGTERM PERSONAL
SHAREHOLDING
Strategy alignment
REMCO considers the link between an Executive Director’s pay and
Shell’s business strategy as critical. Most of the compensation package
is therefore linked to the achievement of stretch targets that are
consistent with the execution of Shell’s strategy. Shell’s strategy and
how Executive Directors’ remuneration underpins its execution is
summarised above.
measures, in addition to the existing safety measure (10% weight),
reflect some of the most important sustainability issues faced by Shell.
REMCO strengthens the Executive Directors’ individual accountability
by increasing or decreasing their annual bonuses to take account of
how well they have delivered against their own individual performance
targets.
Pay for performance
Three-quarters of the Executive Directors’ compensation (excluding
pension) is linked directly to Shell’s performance.
To summarise, the calculation of an Executive Director’s annual
bonus is:
Annual bonus = base salary (cid:2) target bonus % (cid:2) scorecard result;
adjusted for individual performance.
ANNUAL BONUS
REMCO uses the annual bonus to focus on the short-term targets that the
Board sets each year as part of the Business Plan and on individual
performance against these targets. These are the steps that Shell needs
to take every year as the pathway to long-term growth. They are a
balance of financial, operational, project delivery and sustainable
development targets, captured in a scorecard. The targets are
stretching but realistic. The scorecard is set and approved by REMCO.
The outcome of the performance year is usually known in February of
the next year, and REMCO translates this into a score between zero
and two. REMCO exercises its judgement to make sure that the final
annual bonus results for Executive Directors are in line with Shell’s
current year performance.
2 0 1 1 A N N U A L B ON U S S CORE CAR D ME A S U RE S F OR
E X E CU T I V E DIR E CTO RS
30% WEIGHT
50% WEIGHT
A N N U A L B ON U S L E V E L S
Chief Executive Officer
Other Executive Directors
Target award
Maximum
(as a % of salary)
150%
110%
(as a % of salary)
250%
220%
LONG-TERM INCENTIVES
Consistent with the long-term nature of Shell’s strategy, LTIP and DBP
determine more than half of an Executive Director’s remuneration. Both
plans grant share-based awards linked to the future price and dividends
of Royal Dutch Shell plc shares. Awards vest depending on Shell’s
performance against predefined measures and targets over a three-
year performance period. These plans focus on performance relative to
the other oil majors: BP, Chevron, ExxonMobil and Total. They reward
Executive Directors if Shell outperforms its peers on the basis of a
combination of total shareholder return (TSR), earnings per share (EPS)
growth on the basis of current cost of supplies (CCS), net cash growth
from operating activities and hydrocarbon production growth.
CASH FLOW
Cash generated from operations that
factors in the impact of commodity
price fluctuations as well as business
performance so that Executive
Directors, like shareholders, share the
effects of both.
20% WEIGHT
SUSTAINABLE DEVELOPMENT
Indicator of safety and sustainable
development performance.
(cid:2)
OPERATIONAL EXCELLENCE
(cid:2)
Project delivery: Indicator of Shell’s
ability to deliver projects on-stream
on time and on budget.
Hydrocarbon production, sales of
liquefied natural gas, refinery and
chemical plant availability:
Indicator of the full and effective
use of resources ¯ both facilities
and people ¯ according to the
relevant business.
For the 2011 Executive Directors’ Scorecard, the DJSI/SAM assessment
of sustainable development will be replaced with a combination of
targeted internal indicators (10% weight): operational spills (in number
and volume); energy efficiency; and fresh water use. REMCO
considered the assessment by DJSI/SAM and in consultation with the
Corporate and Social Responsibility Committee determined that these
66
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl REMCO’S remuneration policy for Executive Directors
REMCO selected these measures because they underpin Shell’s
business strategy in various ways:
2 0 1 1 L ON G - T E RM I N CE N TI V E ME A SU R E S F OR
E X E CU T I V E DIR E CTO RS
Under the DBP, Executive Directors are required to invest no less than
25% and can choose to invest up to 50% of their annual bonus in
deferred bonus shares. Half of these deferred bonus shares are
matchable with additional performance-related shares which can be
earned on the same basis as the LTIP vesting.
30% WEIGHT
20% WEIGHT
T IM E L I N E F O R 2 0 1 0 DE F E R RE D B O N U S PL AN
TSR
Assessment of actual wealth created
for shareholders.
NET CASH GROWTH FROM
OPERATING ACTIVITIES
Source of dividends and capital
expenditure commitments which
support sustainable growth based
on portfolio and cost management.
30% WEIGHT
20% WEIGHT
Performance period
for annual bonus
Deferral period
February Award
Release
2010
2011
2012
2013
2014
The LTIP and DBP vest on the basis of relative performance rankings as
follows:
RE L AT I V E PE RF OR MAN CE RA N K I N G S
EPS GROWTH (ON A CCS BASIS [A])
Indicator of the quality of revenue
growth and cost management that
underpins TSR.
HYDROCARBON PRODUCTION
GROWTH
Overall indicator of success in
locating and developing reserves
and delivering production.
Shell’s overall rank against peers,
taking into account the weightings
of the four performance measures
1st
[A] Earnings per share on a CCS basis takes into account the changes in the cost
of supplies and thereby enables a consistent comparison with other oil
2nd
3rd
majors. See Note 2 to the “Consolidated Financial Statements” for further
information.
4th or 5th
Number of conditional performance
shares ultimately awarded
2 x initial LTIP award
2 x half of the deferred bonus shares
1.5 x initial LTIP award
1.5 x half of the deferred bonus shares
0.8 x initial LTIP award
0.8 x half of the deferred bonus shares
Nil
These measures were introduced in 2009 to reflect key business
priorities and to address concerns by shareholders that a single TSR-
based assessment was not appropriate. For simplicity, we measure
growth based on the data points at the beginning of the three-year
performance period relative to the data points at the end of the period,
using unadjusted publicly reported data. REMCO always approves
award dates in advance.
LTI P AWA RD L E V E L S [ A]
Chief Executive Officer
Other Executive Directors
Target award
(as a % of salary)
Maximum
vesting
(as a % of salary)
300%
240%
600%
480%
[A] LTIP target awards cannot exceed four times salary, as approved by
shareholders in 2005.
To increase shareholding further, from 2010, Executive Directors
should hold all vested shares (following payment of taxes) for a further
two-year period after the three-year performance period.
T I ME L IN E FO R 20 11 LT I P SH A RE AWA RD S
Performance period
Retention period
February Award
Vesting
Release
2011
2012
2013
2014
2015
2016
Ultimately, our objective must always be to safeguard returns to
shareholders. Therefore, if the TSR ranking is fourth or fifth, the level of
the award that can be vested on the basis of the three other measures
will be capped at 50% of the maximum payout for LTIP and half of the
deferred bonus shares for DBP.
Proration While annual bonus, and consequently DBP award, is
already prorated in the final year of employment, as of 2011, all LTIP
awards will also be prorated on an Executive Director’s departure
based on service within the performance period. The prorated awards
will vest at the end of the performance period, subject to satisfaction of
performance conditions. REMCO retains the discretion to modify the
prorating if it considers that this would not be appropriate.
Dilution To deliver shares under these plans, we use market purchased
shares rather than issue new ones. The dilution limit under the
discretionary plans is 5% in 10 years and, to date, no shareholder
dilution has resulted from these plans, although it is permitted under the
rules of the plans.
Use of discretion REMCO confirms that it would exercise upward
discretion only after consulting shareholders.
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl REMCO’S remuneration policy for Executive Directors
67
Competitiveness
Sound leadership is essential for long-term success; therefore attracting
and retaining talented individuals is necessary for the delivery of Shell’s
strategy. REMCO determines remuneration levels by reference to
companies of comparable size, complexity and global scope. The
current key comparator group consists of BP, Chevron, ExxonMobil and
Total as well as a selection of top Europe-based companies, listed
below. The spread provides a balanced mix across industries and
geography. There was no change in the comparator group in 2010.
E U ROPE A N COMPARATOR G ROU P
Allianz
Anglo American
AstraZeneca
AXA
Barclays
BHP Billiton
Deutsche Bank
Diageo
E.ON
GlaxoSmithKline
HSBC
Nokia
Novartis
Philips
Rio Tinto
Roche
Siemens
Unilever
Vivendi
Vodafone
In certain circumstances, three-year restricted share awards may be
made under the Restricted Share Plan (RSP) for retention purposes.
REMCO will retain discretion to reduce the number of shares vesting
should either business or individual performance warrant review.
Due to the range of national social security and tax regimes involved,
Executive Directors’ pensions are maintained in their base country, as
are those of other employees working internationally. Contribution
rates for Executive Directors are the same as for other employees under
these plans. The pension accrual rates are 1.8% of base salary for each
year of service for Peter Voser and 1⁄54 for Malcolm Brinded and Simon
Henry. Executive Directors’ euro base salaries are translated into their
home currencies for pension plan purposes. Once their salaries are
denominated in local currency, they are maintained in line with the
euro base salary increases taking into account exchange rate
fluctuations and other factors as determined by REMCO. REMCO will
agree on retirement schedules with Executive Directors in order to plan
effective leadership succession, taking into account applicable
regulations and the individual’s preferences.
Shareholding
REMCO believes that Executive Directors should align their interests
with those of shareholders by holding shares in Royal Dutch Shell plc. In
a business where it can take many years to reach a Final Investment
Decision on a project and many further years of construction before a
facility comes on-stream, long-term shareholding properly aligns
executive interests with those of shareholders better than any long-term
incentive plan.
Executive Directors are, therefore, expected to build up shareholdings
to the value of two times their base salary over five years and the Chief
Executive Officer is expected to hold three times his base salary. The
current progress toward reaching the shareholding targets is: Peter
Voser 96%; Malcolm Brinded 298%; and Simon Henry 66%. Bonuses
invested in shares in the DBP and shares awarded under the RSP,
including accrued dividends, count towards the guideline. Unexercised
share options, unvested LTIP awards and matching shares under DBP
that are subject to performance conditions do not count.
REMCO periodically translates these guidelines into fixed shareholding
targets. These numbers are currently set at 240,000 shares for the
Chief Executive Officer and 100,000 shares for other Executive
Directors. Details of Executive Directors’ shareholdings are found on
page 59.
Until these targets are met, Executive Directors must (in the course of the
relevant year) acquire shares to the value of at least 50% of the after-tax
gain arising from any long-term incentive awards vesting from 2008
onwards. Once the targets have been met, they are required to hold the
shares and maintain that level for the full period of their appointment as
Executive Director. They are not eligible to participate in all-employee
share plans.
Consistency
The remuneration structure for Executive Directors is generally
consistent with that for Senior Management of Shell. This consistency
builds a culture of alignment with Shell’s purposes and a common
approach to sharing in Shell’s success. REMCO sets the principles of
remuneration policy and has oversight of the individual remuneration
decisions for Senior Management.
Executive Directors’ benefits are also in line with those for other
employees on the basis of local market practices. Personal loans or
guarantees are not provided to Executive Directors. They are employed
under local Dutch terms and conditions – except for their pensions.
Their base salary levels are therefore set in euro. Only base salaries,
translated into their pension plan’s currency, are pensionable for
current Executive Directors.
REMCO takes pay and employment conditions of other employees
within Shell into account when determining Executive Directors’ pay
and benefits to ensure alignment and consistency among the different
levels of the organisation. Executive Directors’ annual performance is
measured on the basis of a Shell-wide scorecard rather than on
separate businesses’ performance.
Compliance and risk assessment
REMCO takes its decisions in the context of the Shell General Business
Principles. It also ensures compliance with applicable laws and
corporate governance requirements when designing and implementing
policies and plans.
REMCO ensures the remuneration structures and rewards meet risk-
assessment tests to ensure that shareholder interests are safeguarded
and that inappropriate actions are avoided. During 2010, REMCO
reviewed the risks inherent in reward plans by assessing the correlation
between Shell risk factors and incentive performance measures. It
satisfied itself that appropriate best-practice measures are in place to
mitigate these risks and the remaining exposure is in line with the
Company’s views on risk. For example:
(cid:2) all performance-based incentives awarded to Executive Directors are
subject to a clawback provision which applies in situations of
financial restatements due to material non-compliance and/or
misconduct by an Executive Director or misconduct through his
direction or non-direction. To facilitate clawback actions, specific
provisions are incorporated in all incentive award documents issued
from 2011. The clawback period covers at least the three-year period
preceding the decision to claw back;
(cid:2) the use of multiple performance measures, including non-financial
metrics such as sustainable development and project delivery in the
annual bonus or hydrocarbon production in LTIP and DBP mitigates
unintended financial and behavioural consequences;
(cid:2) the measures taken to increase Executive Directors’ shareholdings
ensure that they bear the consequences of their management
decisions; and
(cid:2) Executive Directors’ expenses are audited internally and reviewed by
REMCO on a regular basis. The latest audit was carried out during
2010.
68
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl REMCO’s remuneration determinations for Executive Directors in 2010
REMCO’S REMUNERATION
DETERMINATIONS FOR
EXECUTIVE DIRECTORS IN 2010
Base salary
Executive Directors’ salaries were frozen since June 2009, except for
promotional adjustments. REMCO reviewed Executive Directors’
annual base salary levels and made the following decisions regarding
salary adjustments as of January 1, 2011:
B AS E S A L ARY O F CU RRE N T E X E CU T I V E DIR E CTO RS ( UN AUD ITED )
Peter Voser
Malcolm Brinded
Simon Henry
¤ thousand
1,550
1,175
890
% change
Effective date
3.3% January 1, 2011
0.0% January 1, 2011
4.7% January 1, 2011
In making salary adjustment determinations REMCO considered the
following:
(cid:2) the market positioning of the Executive Directors’ compensation
packages;
(cid:2) the planned average increase in 2011 for other employees across
three major countries – the Netherlands, the UK and the USA;
(cid:2) the impact of pensionable salary increase on pension benefits; and
(cid:2) Shell’s performance and Executive Directors’ individual contribution
in 2010.
Annual bonus
2010 ASSESSMENT – SCORECARD RESULT SET AT 1.37
In assessing Shell’s 2010 performance, REMCO noted that:
(cid:2) cash flow from operations was above target at $27.4 billion;
(cid:2) operational excellence was above target:
– project delivery was above target, with selected projects being
delivered on time and on budget;
– hydrocarbon production was above target at 3,314 thousand
boe/d;
– LNG sales was above target at 16.76 mtpa; and
– refinery availability was on target at 92.4%.
(cid:2) Shell’s sustainability performance in 2010 improved compared with
2009:
– occupational safety, as measured by the total recordable case
frequency (TRCF), was outstanding at 1.2 per million working
hours – the lowest level Shell has recorded; and
– the Sustainable Asset Management (SAM) company’s assessment,
which is used by the DJSI, reported overall improvement in Shell’s
sustainable development performance. The 10% of the Executive
Directors’ Scorecard that is linked to the DJSI was based on that
assessment; however, considering Shell’s exclusion from the DJSI
World Index in 2010, REMCO decided to apply downward
discretion and set the DJSI/SAM linked 10% on the scorecard to
zero. REMCO determined not to use DJSI/SAM in the Executive
Directors’ Scorecard for 2011.
More details on these measures can be seen in the “Key performance
indicators” section on page 8.
INDIVIDUAL PERFORMANCE
An Executive Director’s individual performance is also taken into
account in determining his annual bonus. Individual performance is
assessed against personal targets, and REMCO uses its judgement to
reduce or increase the bonus as it deems appropriate to reflect how
well the Executive Director met those targets.
REMCO confirmed the individual performance of each Executive
Director in 2010 as being above target and made a corresponding
adjustment to their individual annual bonus.
2010 ANN UAL BONUSES
The target level of the 2010 bonuses as a percentage of base salary
was unchanged from 2009. REMCO took into account the 2010
Executive Directors’ Scorecard result and individual performances and
determined the annual bonuses payable for 2010 for Executive
Directors. For the Chief Executive Officer, this outcome resulted in the
annual bonus amount exceeding the existing maximum level of 250%
of his base salary. REMCO applied the limit, and determined the Chief
Executive Officer’s bonus as ¤3,750,000 (250% of base salary).
Executive Director Malcolm Brinded’s annual bonus was determined as
¤2,302,000 (196% of base salary) and the Chief Financial Officer’s
annual bonus as ¤1,537,000 (181% of base salary).
Other cash and non-cash earnings
Executive Directors received: car allowances, transport to and from
home and office, as well as employer contributions to insurance plans
and, as appropriate, additional amounts for their children’s primary
and secondary school fees. The Earnings of Executive Directors table is
on page 71.
2 0 1 0 SCO RE CA RD F OR E XE CU T I V E DIR E CT ORS
Measures
Unit
Weight
Score
Range
Below
Threshold
On target
Above
Outstanding
Operational cash flow
Operational excellence
Project delivery
$ billion
%
Production
Sales of liquefied natural gas
Refinery and chemical plant availability %
thousand boe/d
mtpa
Sustainable development
Overall performance
TRCF
DJSI/SAM
30%
50%
20%
12%
6%
12%
10%
10%
100%
1.41
1.49
1.25
2.00
2.00
1.14
2.00
0.00
1.37
0.00 - 0.39
0.40 - 0.79
0.80 - 1.19
1.20 - 1.59
1.60 - 2.00
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl REMCO’s remuneration determinations for Executive Directors in 2010
69
Long-term Incentive Plan
Vesting In 2008, Executive Directors were granted a conditional
award of performance shares under the LTIP. At the end of the
performance period, which was from January 1, 2008, to
December 31, 2010, Shell was ranked second amongst its peer group
in terms of TSR. REMCO also considered the underlying financial
performance of Royal Dutch Shell plc and decided to release 150% of
shares under the LTIP.
Award On February 1, 2011, REMCO determined to award the Chief
Executive Officer a conditional award of performance shares under the
LTIP with a face value of three times his base salary and 2.4 times base
salary for other Executive Directors. On February 4, 2011, the
following shares were awarded conditionally:
AWARDE D LTI P S H ARE S
Peter Voser [A]
Malcolm Brinded [B]
Simon Henry [B]
[A] Royal Dutch Shell plc Class A shares.
[B] Royal Dutch Shell plc Class B shares.
Total number of shares
conditionally awarded
182,174
110,961
84,047
For details of LTIP awards and releases see the Long-term Incentive Plan
table on page 72.
Deferred Bonus Plan
Vesting In 2008, Executive Directors were granted conditional awards
of matching shares under the DBP. The performance period was
January 1, 2008, to December 31, 2010. Given that the performance
condition of the DBP is the same as for the 2008 LTIP, REMCO decided
to release 150% of performance-related matching shares under the
DBP.
Award Peter Voser, Malcolm Brinded and Simon Henry elected to defer
50% of their 2010 annual bonus into the DBP awarded on February 4,
2011, resulting in share awards as follows:
standard Swiss pension arrangements, Peter Voser has an unfunded
pension arrangement that was agreed upon his return to Shell in 2004
and implemented in 2006.
For details of accrued pension benefits see page 75. The transfer
values have been calculated in accordance with Actuarial Guidance
Note GN11/UK.
Executive Directors’ contracts
In 2010, REMCO reviewed the terms of Executive Directors’ contracts.
A Dutch Supreme Court ruling in November 2009 provided REMCO
with an opportunity to consider a different approach to termination. For
current Executive Directors, REMCO will offer compensation for losses
resulting from termination of employment up to one times annual pay
(base salary plus target bonus). For future Executive Directors, all new
contracts will include a cap of one times annual pay (base salary plus
target bonus) on any payments resulting from loss of employment, with
a reference to the Directors’ duty to seek alternative employment and
thereby mitigate their loss.
Executive Directors’ employment contracts are governed by Dutch
employment law. This choice was made because mandatory provisions
of Dutch employment law apply even if a foreign law has been
specified to govern the contract. This is consistent with employment
terms of other Shell senior managers and staff based in the
Netherlands. The contracts end by notice of either party (one month for
an employee and up to a maximum of four months for the employer) or
automatically at retirement. Under Dutch law, termination payments are
not linked to the contract’s notice period.
E X E CU T I V E DI RE CT ORS ’ E MPL OY ME N T CON TR A CT S
Executive Director
Employing Company
Peter Voser
Malcolm Brinded
Simon Henry
Shell Petroleum N.V.
Shell Petroleum N.V.
Shell Petroleum N.V.
Contract date
July 20, 2005
July 20, 2005
May 20, 2009
REMCO will determine terms and conditions for any situation where a
severance payment is appropriate, taking into consideration
applicable law, corporate governance provisions and the best interests
of shareholders at the time. REMCO’s recommendation will ensure that
poor performance is not rewarded in such circumstances.
AWARDE D DBP S HA RE S
Peter Voser [A]
Malcolm Brinded [B]
Simon Henry [B]
[A] Royal Dutch Shell plc Class A shares.
[B] Royal Dutch Shell plc Class B shares.
Deferred shares
awarded
73,457
45,289
30,238
External appointments
The Board considers external appointments to be valuable in
broadening Executive Directors’ knowledge and experience. The
number of outside directorships is generally limited to one, except
when an Executive Director is within a year of retirement. The Board
must explicitly approve such appointments. Executive Directors are
allowed to retain any cash or share-based compensation they receive
from such external board directorships.
Half of the shares awarded are matchable with additional
performance-related shares which can be earned on the same basis as
the LTIP vesting.
For details of DBP awards and releases see the Deferred Bonus Plan
table on page 73.
Restricted Share Plan
No RSP awards were made in 2010, nor did any outstanding awards
vest. For details of outstanding awards, see the Restricted Share Plan
table on page 73.
Pension interests
During 2010, Peter Voser, Malcolm Brinded and Simon Henry accrued
retirement benefits under defined benefit plans. In addition to the
E X T E RN A L A PPO I N T ME N T S
Executive Director
Malcolm Brinded [A]
Appointee organisation
Network Rail
£ THOUSAND
Total fee
11
[A] Appointed as Non-executive Director as of October 12, 2010.
Peter Voser was appointed to the Board of Directors of Roche Holdings
Limited at its 2011 AGM.
70
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Non-executive Directors
NON-EXECUTIVE DIRECTORS
Remuneration policy
The Board determines the fees payable to Non-executive Directors
(NEDs) of the Company, within the limit of ¤4,000,000 specified by
the Articles of Association and in accordance with the NEDs’
responsibilities and time commitments. In 2010, the total amount of
fees payable to NEDs was ¤2,070,000.
The Board reviews NED remuneration levels periodically to ensure that
they are aligned with those of other major listed companies. A review
of the fee levels for the Chairman of the Board and the other NEDs was
undertaken during 2010. It was decided to increase the annual fee
level for the Board’s Chairman to ¤800,000 from ¤750,000 and the
NED annual base fee to ¤120,000 from ¤115,000 from January
2011. No adjustments were made to the additional fees for committee
chairmen and members.
N ON - E X E CU T I V E DI RE CT ORS ’ F E E S S T RU CTU RE
EFFECTIVE JAN UARY 201 1 (UNA UDITED)
Chairman of the Board
Non-executive Director annual fee
Senior Independent Director
Audit Committee
Chairman [A]
Member
Remuneration Committee
Chairman [A]
Member
Corporate and Social Responsibility Committee
Chairman [A]
Member
Nomination and Succession Committee
Chairman [A]
Member
Intercontinental travel fee
¤
800,000
120,000
55,000
45,000
25,000
35,000
17,250
35,000
17,250
25,000
12,000
5,000
[A] The chairman of a committee does not receive an additional fee for
membership of that committee.
The Chairman and the other NEDs do not participate in any incentive or
performance-based remuneration plans, nor are there any pension
arrangements. Personal loans or guarantees are not granted to Non-
executive Directors. NEDs receive an additional fee of ¤5,000 for any
Board meeting involving intercontinental travel – except for one
meeting per year held in a location other than the Hague. The earnings
of the NEDs in office during 2010 can be found on page 76.
Pension interests
NEDs do not accrue any retirement benefits as a result of their Non-
executive Directorships with the Company. During his service as an
employee, Jeroen van der Veer accrued retirement benefits, which are
summarised on page 75.
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
71
DATA TABLES
E A RN I N G S OF E X E CU T I V E DI RE CT ORS I N OF F I CE D U RI N G 2 0 1 0 (AUDITE D )
¤ THOUSAND
Salary
Bonus [B]
Cash benefits [C]
Non-cash benefits [D]
Total earnings
in euro
in dollar
in sterling
Peter Voser
Malcolm Brinded
Simon Henry [A]
2010
1,500
3,750
107
4
5,361
7,100
4,596
2009
1,267
1,864
23
3
3,157
4,390
2,814
2010
1,175
2,302
1
45
3,523
4,666
3,020
2009
1,175
1,422
8
49
2,654
3,692
2,367
2010
850
1,537
29
40
2,456
3,253
2,106
2009
449
542
76
2
1,069
1,486
952
[A] 2009 earnings for Simon Henry relate to his time as Executive Director (May – December 2009).
[B] The annual bonus figures are shown in the table in their related performance year and not in the year in which they are paid (see also the DBP table on page 73).
[C] Includes employer contributions to insurance plans, school fees, car allowances and tax compensation.
[D] Comprise life and medical insurance, company-provided transport for home-to-office commuting and lease cars.
The aggregate amount paid to or receivable by Executive Directors
from Royal Dutch Shell plc and other Shell companies for services in all
capacities during the fiscal year ended December 31, 2010, was
¤11,340,000 (2009: ¤16,927,000 [A]).
[A] The 2009 amount includes earnings of Linda Cook and Jeroen van der Veer,
who served as Executive Directors in 2009.
72
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
Executive Directors’ long-term incentive interests
The following tables show the LTIP, DBP, RSP and the share option interests of the Executive Directors in office during 2010.
L ON G - TE RM I N CE N T I V E PL A N
Audited
Unaudited
Number of shares
under award as at
January 1, 2010 [A]
Dividend
shares
accrued
in prior
years [B]
Original
award
Royal Dutch Shell plc Class A shares
Peter Voser
2010 to 2012
2009 to 2011
2008 to 2010
2007 to 2009
227,560
128,074
98,623
78,751
–
8,257
11,438
12,490
Royal Dutch Shell plc Class B shares
Malcolm Brinded
2010 to 2012
2009 to 2011
2008 to 2010
2007 to 2009
148,660
153,855
114,201
91,730
–
10,101
13,288
14,523
Simon Henry [F]
2010 to 2012
2009 to 2011
2008 to 2010
2007 to 2009
107,541
26,000
26,000
26,000
–
1,218
2,719
3,815
Market
price at
date of
award
¤
19.78
19.40
23.97
26.12
£
16.56
16.58
17.58
17.07
16.56
15.40
20.15
18.57
Dividend
shares
accrued
during the
year [B]
Additional
shares
awarded/
(lapsed)
during the
year
Number
of shares
released
during the
year
Value of
shares at
release
(thousand) [C]
Total number of
shares under
award as at
December 31,
2010
Expected
value
of the
performance
share award
(thousand) [D]
¤
$
Potential
gains as at
December 31,
2010
(thousand) [E]
¤
$
13,110
7,855
6,341
1,299
–
–
–
(92,540)
–
8,888
–
9,803
7,622
–
1,518 (107,771)
–
–
–
0
–
–
–
0
¤
–
–
–
0
£
–
–
–
0
6,429
1,627
1,717
425
–
–
–
(11,793)
–
–
–
18,447
–
–
–
363
240,670 4,184 5,729
144,186 2,320 3,103
116,402 2,123 3,157
–
$
–
£
0
157,548 2,293 3,597
173,759 2,384 3,394
135,111 1,801 3,587
–
0
–
113,970 1,659 2,602
389
539
531 1,042
–
28,845
30,436
0
–
8,928 11,910
3,615
2,710
5,760
4,318
–
–
$
£
4,998
2,793
4,286
–
7,734
4,322
6,633
–
3,616
996
917
–
5,596
1,541
1,419
–
[A] The 2010 award was made on February 5, 2010. (See pages 65–66 for more details about LTIP performance conditions.)
[B] Dividend shares are performance-related and accumulate each year on an assumed notional LTIP award. Such dividend shares are disclosed and recorded on the
basis of the number of shares conditionally awarded but, when an award vests, dividend shares will be awarded only in relation to vested shares as if the vested
shares were held from the original date.
[C] The vested awards were delivered on April 29, 2010, at a share price of £19.70 for Simon Henry.
[D] The expected value of the 2010 awards is equal to 87.88% of the face value of the conditional awards based on the market price at the date of award. The
expected value of the TSR-related conditional performance shares has been calculated on the basis of a Monte Carlo pricing model. Currently, the Monte Carlo
model is considered the most appropriate way to value a plan with a relative market condition such as TSR. In respect of the three non-market measures, a statistical
equal probability of ranking outcome has been used. The valuations were provided by Towers Watson after which a risk of forfeiture discount was applied.
[E] Potential gains represent the value of the conditional shares awarded in previous years under the LTIP at the end of the financial year. This is calculated by
multiplying the fair market value of the shares of Royal Dutch Shell plc, at December 31, 2010, by the number of shares under the LTIP that would vest based on the
achievement of LTIP performance conditions up to December 31, 2010. REMCO determined to release 150% of shares for the 2008 award as Shell ranked second
among its peer group in terms of TSR.
[F] All performance shares awarded to Simon Henry prior to 2010 were awarded under the Performance Share Plan (PSP) before his appointment as an Executive
Director. The expected values of the PSP awards have been calculated on the basis of a Monte Carlo pricing model, adjusted with PSP conditions. The 2008 award
vested at 143% on March 8, 2011. More information about the Performance Share Plan can be found on page 133.
D E F E R RE D B O N U S PL AN (A UDITED)
Number of shares under award
as at January 1, 2010 [B]
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
73
Number of
shares
deferred
from the
Non-
performance-
related
matching
shares
awarded
at grant
Dividend
shares
accrued
in prior
years [D]
Dividend
shares
accrued
on the
performance-
related
matching
shares [E]
Number of
shares
released/
(lapsed)
Value of
shares at
during the
year
release
(thousand) [F]
Dividend
shares
accrued
Performance-
related
matching
during
the year [D]
shares
released
Total number
of shares
under award
as at
December 31,
2010
Realised
gains on
deferral
(thousand) [G]
Awards [A]
Royal Dutch Shell plc Class A shares
bonus [C]
Peter Voser
2010 to 2012
2009 to 2011
2008 to 2010
2007 to 2009
47,121
36,687
14,690
21,477
–
9,171
3,673
5,369
–
2,957
2,129
4,258
Royal Dutch Shell plc Class B shares
Malcolm Brinded
2010 to 2012
2009 to 2011
2008 to 2010
2007 to 2009
Simon Henry
37,474
44,073
34,022
25,017
–
11,018
8,505
6,254
–
3,617
4,948
4,951
Market
price at
date of
award
¤
19.78
19.40
23.97
26.12
£
16.56
16.58
17.58
17.07
2,714
2,812
1,180
443
2,240
3,510
2,839
518
¤
–
–
–
740
£
–
–
–
720
–
–
–
31,547
–
–
–
36,740
¤
–
–
–
179
£
–
–
–
163
49,835
51,627
21,672
–
39,714
62,218
50,314
–
–
–
–
18,659
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
2010 to 2012
17,607
–
–
16.56
1,052
[A] Awards made in 2008, 2009 and 2010 refer to the portion of the 2007, 2008 and 2009 annual bonus, respectively, which was deferred, and the related accrued
dividends and matching shares.
[B] The 2010 award was made on February 5, 2010.
[C] Representing the proportion of the annual bonus that has been deferred and converted into notional share entitlements (deferred bonus shares), in which there is no
beneficial ownership. Half of the shares awarded are matchable with additional performance-related shares which can be earned on the same basis as the LTIP
vesting. The value of the deferred bonus shares awarded for 2010 is also included in the annual bonus figures in the Earnings of Executive Directors table on
page 71.
[D] Representing dividends accumulated since the award on the number of shares equal to the deferred bonus shares awarded.
[E] Dividend shares are performance-related and accumulate each year on an assumed notional DBP award. Such dividend shares are disclosed and recorded on the
basis of the number of shares conditionally awarded but, when an award vests, dividend shares will be awarded only in relation to vested shares as if the vested
shares were held from the original date.
[F] The vested awards were delivered on April 30, 2010, at a share price of ¤23.45 for Peter Voser and £19.61 for Malcolm Brinded.
[G] Representing the difference between the value of shares released and bonus deferred. Peter Voser and Malcolm Brinded deferred 50% of their 2006 annual bonus.
R E STRI CTE D SH ARE PL AN (A UDITED)
Number of shares under award
as at January 1, 2010 [A]
Peter Voser
Malcolm Brinded
Type of
Original
share
RDSA
RDSB
award
45,877
52,941
Dividend
shares
accrued in
prior years
4,303
4,982
Market
price at
date of
award
¤22.56
£17.50
Dividend
shares
accrued
during the
year
2,891
3,463
Number of
shares
released/
(lapsed)
during the
year
–
–
Total
number of
shares under
award as at
December 31,
2010
53,071
61,386
Value
of shares
as at
December 31,
2010
(thousand)
¤1,312
£1,298
[A] Restricted share awards were made on August 1, 2008, and will vest on August 1, 2011.
74
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
S HA RE OPTI ON S (AUDITE D )
Number of
options under
award as at
January 1,
2010
Royal Dutch Shell plc Class A shares
Number of
options
exercised
during the
year
Number of
options under
award as at
December 31,
2010
Malcolm Brinded
50,000
230,000
–
230,000
50,000
0
Royal Dutch Shell plc Class B shares
Peter Voser
229,866
–
229,866
Malcolm Brinded
Simon Henry [D]
52,797
4,022
39,968
229,866
12,872
16,694
22,728
32,583
52,797
4,022
39,968
–
–
–
–
–
0
0
0
229,866
12,872
16,694
22,728
32,583
Grant
Exercisable
Realisable
gains as at
December 31,
2010
Realised
gains on options
exercised
during the year
price [A]
¤
31.05
18.41
£
15.04
17.58
19.59
19.21
13.89
19.21
18.20
12.74
13.89
from date
Expiry date
(thousand) [B]
(thousand) [C]
21/03/05
19/03/06
20/03/12
18/03/13
¤
–
–
$
–
–
¤
–
1,249
$
–
1,730
05/11/07
04/11/14
£
1,406
$
2,175
23/03/03
13/11/03
26/03/04
07/05/07
22/03/10
12/11/10
25/03/11
06/05/14
–
–
–
–
–
1,670
–
2,584
26/03/04
25/03/11
21/03/05
19/03/06
07/05/07
20/03/12
18/03/13
06/05/14
25
49
191
237
39
76
296
366
£
0
40
2
40
0
0
0
0
0
$
0
60
4
64
0
0
0
0
0
[A] The grant price is the average of the opening and closing share prices over a period of five successive trading days prior to and including the day on which the
options are granted (not at a discount).
[B] Represents the value of unexercised share options granted in previous years at the end of the financial year, calculated by taking the difference between the grant
price of the option and the fair market value of the shares of Royal Dutch Shell plc at December 31, 2010, multiplied by the number of shares under option at
December 31, 2010. The actual gain realised, if any, will depend on the market price of the Royal Dutch Shell plc shares at the time of exercise.
[C] The market prices at the date of exercise were ¤23.84, £18.33, £20.16 and £20.20, respectively.
[D] All share options awarded to Simon Henry were awarded prior to his appointment as an Executive Director. Simon Henry exercised 12,872 share options on
February 4, 2011.
The price range of the Royal Dutch Shell plc Class A shares listed at the
Euronext Exchange during the year was ¤19.53 to ¤25.28 and the
market price at the year end was ¤24.73. The price range of the Royal
Dutch Shell plc Class B shares listed at the London Stock Exchange
during the year was £15.50 to £21.49 and the market price at year
end was £21.15.
During 2010, Executive Directors realised gains from exercised share
options to the value of ¤1,249,000 and £82,000.
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
75
At December 31, 2010
$
CHF
Increase over the year
$
CHF
1,198
£
584
315
¤
1,539
1,279
$
904
487
$
2,053
44
£
16
11
¤
12
47
$
24
17
$
16
THOUSAND
Accrued pension
Increase over the year
(excluding inflation)
$
CHF
42
£
(11)
(3)
¤
(9)
44
$
(17)
(5)
$
(12)
THOUSAND
Transfer values of accrued benefits
Increase in accrued
pension over the year
(excluding inflation) less
Increase over the year
At December 31, 2010
$
15,344
$
21,474
CHF
14,374
£
13,877
5,770
¤
26,552
8,929
$
35,422
At December 31, 2009
$
12,915
$
21,821
CHF
13,308
£
13,518
5,575
¤
23,742
8,999
$
34,218
less Director’s contributions
$
1,060
$
554
CHF
993
£
358
160
¤
2,810
248
$
3,749
Director’s contributions
$
453
$
(410)
CHF
425
£
(265)
(93)
¤
(159)
(144)
$
(212)
PE N SI ON S (A UDITED)
Peter Voser [A]
Malcolm Brinded [B]
Simon Henry [B]
Jeroen van der Veer [C]
PE N SI ON S (A UDITED)
Peter Voser [A]
Malcolm Brinded [B]
Simon Henry [B]
Jeroen van der Veer [C]
[A] The pension values for Peter Voser are based on his 2010 pensionable salary of CHF 2,435,000 and include all pension benefits. This includes a capped defined
benefit pension in the Swiss pension fund based on salary up to a cap of CHF 821,000 per annum and benefits for salary in excess of this level provided via an
individual savings account and an unfunded pension promise. As at December 31, 2010, his capped defined benefit pension was CHF 404,000 per annum and
the transfer value in respect of this benefit was CHF 4,787,000. The individual savings account was worth CHF 2,482,000 at December 31, 2010. The balance of
his benefits (valued at CHF 7,105,000 at December 31, 2010) will be provided through the unfunded pension arrangement. The 2011 pensionable salary is set at
CHF 2,460,000 and will form the basis for 2011 pension values calculation.
[B] Malcolm Brinded and Simon Henry elected to have their benefits in the Shell Contributory Pension Fund (the main UK pension arrangement) restricted to the UK
applicable lifetime allowance with any excess provided from an unfunded defined benefit scheme (the Shell Supplementary Pension Plan). While Malcolm Brinded
and Simon Henry are working outside of the UK, in line with Shell’s general pension policy their benefits are provided by the Shell Overseas Contributory Pension
Fund rather than the Shell Contributory Pension Fund. These promises of pension delivery are contained in the aggregate values presented in the table and therefore
not disclosed separately. For both Malcolm Brinded and Simon Henry, the net increase in pension and the transfer value of that increase are negative. The reason
for this is that the percentage increases to their accrued pensions during 2010 were lower than the percentage increase in UK price inflation, mainly because
neither Executive Director received an increase to his 2010 pensionable salary, which was £840,000 for Malcolm Brinded and £600,000 for Simon Henry. The
2011 pensionable salary is set at £900,000 for Malcolm Brinded and £650,000 for Simon Henry and will form the basis for 2011 pension values calculation.
More information on pension policy can be found on page 67, under “Competitiveness”.
[C] Jeroen van der Veer is a pensioner. The pension payments made to him during 2010 amounted to approximately ¤1,533,000. The net increase in pension and the
transfer value of that increase are negative for Jeroen van der Veer due to Dutch price inflation during the year being higher than the pension increase granted in the
Dutch pension fund during 2010. The increase in transfer value for Jeroen van der Veer is largely due to the change in financial conditions (discount rate decrease
and interest).
76
Shell Annual Report and Form 20-F 2010
Directors’ Remuneration Report fl Data tables
E A RN I N G S OF N ON -E X E CU TIVE DI RE CT OR S I N OF F I CE D U RI N G 2 0 1 0 ( AUD ITED )
THOUSAND
Non-executive Directors
Josef Ackermann
Guy Elliott [A]
Charles O. Holliday [A]
Sir Peter Job [B]
Lord Kerr of Kinlochard
Gerard Kleisterlee [C]
Wim Kok
Nick Land [D]
Christine Morin-Postel
Jorma Ollila [E]
Lawrence Ricciardi [F]
Jeroen van der Veer
Hans Wijers
¤
132
47
47
50
224
23
162
131
160
750
62
132
150
2010
$
175
62
63
67
297
31
215
174
212
993
82
175
199
¤
132
–
–
146
207
–
162
145
160
750
163
66
137
2009
$
184
–
–
202
288
–
225
202
223
1,043
227
92
190
[A] Guy Elliott and Charles O. Holliday were appointed with effect from September 1, 2010.
[B] Sir Peter Job stood down with effect from May 18, 2010.
[C] Gerard Kleisterlee was appointed with effect from November 1, 2010.
[D] Nick Land stood down with effect from October 31, 2010.
[E] Jorma Ollila received no additional payments for chairing the Nomination and Succession Committee and for membership of the Remuneration Committee. He has
the use of an apartment when on business in the Hague.
[F] Lawrence Ricciardi stood down with effect from May 18, 2010.
Additional statutory disclosure
PERFORMANCE GRAPHS
The graphs below compare, on the basis required by the UK
Companies Act 2006, Schedule 8 of the Large and Medium-sized
Companies and Groups (Accounts and Reports) Regulations 2008, the
TSR performance of Royal Dutch Shell plc over the past five financial
years with that of the companies comprising the Euronext 100 share
index and the FTSE 100 share index.
COMPENSATION OF DIRECTORS AND SENIOR MANAGEMENT
Shell paid and/or accrued a total amount of compensation of
$42,291,000 [A] (2009: $48,895,000) for services in all capacities
that Directors and Senior Management at Shell provided during the
year ended December 31, 2010. In addition, Shell accrued a total
amount of $6,583,000 (excluding inflation), to provide pension,
retirement and similar benefits for Directors and Senior Management
during the year ended December 31, 2010.
[A] Compensation includes gains realised from long-term incentive awards
released and share options exercised during the year.
The Board regards the Euronext 100 and the FTSE 100 share indices as
appropriate broad market equity indices for comparison, as they are
the leading market indices in Royal Dutch Shell plc home markets.
Biographies of the Directors and Senior Management are found on
pages 53–56.
HISTORICAL TSR PERFORMANCE OF
HISTORICAL TSR PERFORMANCE OF
ROYAL DUTCH SHELL PLC CLASS A SHARES
Growth in the value of a hypothetical ¤100 holding over five years.
Euronext 100 comparison based on 30 trading day average values.
ROYAL DU TCH SHELL PLC CLASS B SHARES
Growth in the value of a hypothetical £100 holding over five years.
FTSE 100 comparison based on 30 trading day average values.
R DSA VE R SU S E U R ON E X T 1 00
Value of hypothetical 100 holding
150
125
100
75
50
Royal Dutch Shell plc Class A
Euronext 100
RDS B VE RS U S F T S E 100
Value of hypothetical £100 holding
£150
£125
£100
£75
£50
Royal Dutch Shell plc Class B
FTSE 100
Dec 05
Dec 06
Dec 07
Dec 08
Dec 09
Dec 10
Dec 05
Dec 06
Dec 07
Dec 08
Dec 09
Dec 10
Signed on behalf of the Board
Michiel Brandjes
Company Secretary
March 9, 2011
CORPORATE GOVERNANCE
Shell Annual Report and Form 20-F 2010
Corporate governance
77
The Company is committed to the highest standards of corporate
governance and believes that such standards are essential to business
integrity and performance. This report on Corporate governance sets
out the policies and practices of the Company that have been applied
during the year.
The Board confirms that during the year the Company complied with
the principles and provisions set out in Section 1 of the 2008 Combined
Code on Corporate Governance (the Combined Code) [A] except that
for the period from May to December only two of the three members of
the Remuneration Committee were deemed to be wholly independent.
This issue was addressed with the appointment of Charles O. Holliday,
a wholly independent Non-executive Director, as a member of the
Committee with effect from January 1, 2011.
[A] In June 2010, the Financial Reporting Council issued an update to the
Combined Code, namely the UK Corporate Governance Code, which
applies to accounting periods beginning on or after June 29, 2010.
In addition to complying with applicable corporate governance
requirements in the UK, the Company must follow the rules of the
Euronext Amsterdam Stock Exchange as well as the Dutch securities
laws because of its listing on this exchange. The Company must
likewise follow US securities laws and the New York Stock Exchange
(NYSE) rules and regulations because its securities are registered in the
USA and listed on the NYSE.
NYSE governance standards
In accordance with the NYSE rules for foreign private issuers, the
Company follows home-country practice in relation to corporate
governance. However, foreign private issuers are required to have an
audit committee that satisfies the requirements of the US Securities and
Exchange Commission’s Rule 10A-3. The Company’s Audit Committee
satisfies such requirements. The NYSE also requires a foreign private
issuer to provide certain written affirmations and notices to the NYSE as
well as a summary of the ways in which its corporate governance
practices significantly differ from those followed by domestic US
companies under NYSE listing standards. The Company’s summary of
its corporate governance differences is given below and can also be
found at www.shell.com/investor.
NON-EXECUTIVE DIRECTOR INDEPENDENCE
The Board follows the provisions of the UK Corporate Governance
Code in respect of Non-executive Director independence, which states
that at least half the Board, excluding the Chairman, should comprise
Non-executive Directors determined by the Board to be independent. In
the case of the Company, the Board has determined that a majority of
Non-executive Directors are wholly independent (see page 78 for more
information).
NOMINATIN G/CORPORATE GOVERNAN CE COMMITTEE AND
COMPENSATION COMMITTEE
The NYSE listing standards require that a listed company maintain a
nominating/corporate governance committee and a compensation
committee, both composed entirely of independent directors and with
certain specific responsibilities. The Company’s Nomination and
Succession Committee and Remuneration Committee, respectively,
comply with these requirements, except that the terms of reference of
the Nomination and Succession Committee require only a majority of
the committee members to be independent.
AUDIT COMMITTEE
As required by NYSE listing standards, the Company maintains an
Audit Committee for the purpose of assisting the Board’s oversight of
the financial statements, its internal audit function and its independent
auditors. The Company’s Audit Committee is in full compliance with the
US Securities and Exchange Commission’s Rule 10A-3 and
Section 303A.06 of the NYSE Listed Company Manual. However, in
accordance with English law, the Company’s Audit Committee makes
recommendations to the Board for it to put to shareholders for approval
in General Meeting, regarding the appointment, reappointment and
removal of independent auditors. Consequently, the Company’s Audit
Committee is not directly responsible for the appointment of
independent auditors.
SHAREHOLDER APPROVAL OF SHARE-BASED COMPENSATION
PLANS
The Company complies with the listing rules of the UK Listing Authority
which require shareholder approval for the adoption of share-based
compensation plans which are either long-term incentive schemes in
which Directors can participate or schemes which may involve the issue
of new shares. Under the UK Listing Authority rules, such plans cannot
be changed to the advantage of participants without shareholder
approval, except for certain minor amendments, for example to benefit
the administration of the plan or to take account of tax benefits. The
rules on the requirements to seek shareholder approval for share-based
compensation plans, including those in respect of material revisions to
such plans, may deviate from the NYSE listing standards.
CODE OF ETHICS
The NYSE listing standards require that listed companies adopt a code
of business conduct and ethics for all directors, officers and employees
and promptly disclose any waivers of the code for directors or
executive officers. The Company has adopted the Shell General
Business Principles (see below), which satisfy the NYSE requirements.
The Company also has internal procedures in place by which any
employee can raise in confidence accounting, internal accounting
controls and auditing concerns. Additionally, any employee can report
irregularities to management through a worldwide dedicated telephone
line and website without jeopardising his or her position (see below).
Shell General Business Principles
The Shell General Business Principles define how Shell companies are
expected to conduct their affairs. These principles include, among other
things, Shell’s commitment to support fundamental human rights in line
with the legitimate role of business and to contribute to sustainable
development. They can be found at www.shell.com/sgbp.
Shell Code of Conduct
Directors and employees are required to comply with the Shell Code of
Conduct, which is intended to help them put Shell’s business principles
into practice. The Code clarifies the basic rules and standards they are
expected to follow and the behaviours they are expected to apply. The
Shell Code of Conduct was revised in 2010 and is available online at
www.shell.com/codeofconduct.
78
Shell Annual Report and Form 20-F 2010
Corporate governance
Code of Ethics
Executive Directors and Senior Financial Officers of Shell must also
comply with a Code of Ethics. The Code is specifically intended to meet
the requirements of Section 406 of the Sarbanes-Oxley Act and the
listing requirements of the NYSE (see above). The Code of Ethics can be
found at www.shell.com/codeofethics.
Shell Global Helpline
Employees, contract staff and third parties with whom Shell has a
business relationship (such as customers, suppliers and agents) may
raise ethics and compliance concerns through the Shell Global
Helpline. The Shell Global Helpline is a worldwide reporting
mechanism, operated by an external third party, which is open
24 hours a day, seven days a week through local telephone numbers
and through the internet at www.shell.com or www.compliance-
helpline.com/shell.
Board structure and composition
For the period up to the 2010 Annual General Meeting (the AGM), the
Board comprised the Chairman, Jorma Ollila; three Executive Directors
including the Chief Executive Officer; and nine Non-executive
Directors, including the Deputy Chairman and Senior Independent
Non-executive Director, Lord Kerr of Kinlochard.
At the 2010 AGM, Charles O. Holliday was appointed a Non-
executive Director with effect from September 1, 2010, and Sir Peter
Job and Lawrence Ricciardi stood down as Non-executive Directors.
Nick Land also stood down as a Non-executive Director with effect from
October 31, 2010. Guy Elliott and Gerard Kleisterlee were appointed
Non-executive Directors with effect from September 1, 2010, and
November 1, 2010, respectively. As a result of these changes, the
Board comprises the Chairman, three Executive Directors and nine
Non-executive Directors.
A list of current Directors, with their biographies, is given on
pages 53–55.
The Board meets eight times a year and has a formal schedule of
matters reserved to it. This includes: overall strategy and management;
corporate structure and capital structure; financial reporting and
controls; internal controls; approval of the Annual Report and
Form 20-F; approval of interim dividends; significant contracts; and
succession planning and new Board appointments. The full list of
matters reserved to the Board for decision is available at
www.shell.com/investor.
Role of Directors
The roles of the Chairman, a non-executive role, and the Chief
Executive Officer are separate, and the Board has agreed their
respective responsibilities.
The Chairman, Jorma Ollila, is responsible for the leadership and
management of the Board and for ensuring that the Board and its
committees function effectively.
The Chief Executive Officer, Peter Voser, bears overall responsibility for
the implementation of the strategy agreed by the Board, the operational
management of the Company and the business enterprises connected
with it. He is supported in this by the Executive Committee, which he
chairs (see page 79).
Non-executive Directors
Non-executive Directors are appointed for specified terms of office,
subject to the provisions of the Articles of Association (the Articles)
regarding their appointment and reappointment at the AGM.
Appointments are subject to three months’ notice, and there is no
compensation provision for early termination.
The Non-executive Directors bring a wide range of skills and
international business experience to Shell. They also bring independent
judgement on issues of strategy, performance and risk through their
contribution to Board meetings and to the Board’s committee meetings.
The Chairman and the Non-executive Directors meet routinely without
the Executive Directors to discuss, among other things, the performance
of individual Directors.
All the Non-executive Directors as at the end of 2010 are considered
by the Board to be wholly independent, with the exception of Jeroen
van der Veer who served as Chief Executive up until his retirement from
that role on June 30, 2009. The standard by which Directors’
independence is determined can be found online at www.shell.com/
investor within the terms of reference of the Nomination and Succession
Committee.
Conflicts of interest
Certain statutory duties with respect to directors’ conflicts of interest are
in force under the Companies Act 2006 (the Act). In accordance with
that Act and the Articles, the Board may authorise any matter that
otherwise may involve the Directors’ breaching their duty to avoid
conflicts of interest. The Board has adopted a procedure to address
these requirements. It includes the Directors completing detailed conflict
of interest questionnaires. The matters disclosed in the questionnaires
are reviewed by the Board and, if considered appropriate, authorised
in accordance with the Act and the Articles. Conflicts of interest and
gifts and hospitality received by and provided by Directors are kept
under review by the Board.
Significant commitments of the Chairman
The Chairman’s other significant commitments are given in his
biography on page 53.
Independent professional advice
All Directors may seek independent professional advice in connection
with their role as a Director. All Directors have access to the advice and
services of the Company Secretary. The Company has provided to the
Directors indemnities and directors’ and officers’ insurance in
connection with the performance of their responsibilities. Copies of
these indemnities and the directors’ and officers’ insurance policies are
open to inspection. Copies of these indemnities have been previously
filed with the US Securities and Exchange Commission and are
incorporated by reference as an exhibit to this Report.
Board activities during the year
The Board met eight times during the year, seven of which meetings
were held in the Hague, the Netherlands. The agenda for each meeting
comprised a number of regular items, including reports from each of the
Board committees and from the Chief Executive Officer, the Chief
Financial Officer and the other members of the Executive Committee. At
most meetings the Board also considered a number of investment,
divestment and financing proposals.
During the year the Board considered numerous strategic issues and
approved each of the quarterly and full-year financial results and
dividend announcements. The Board received regular reports from the
various functions, including Corporate (which includes Human
Resources, Health and Security), Legal and Finance (which includes
Investor Relations).
Induction and training
Following appointment to the Board, Directors receive a
comprehensive induction tailored to their individual needs. This
includes meetings with senior management to enable them to build up a
detailed understanding of Shell’s business and strategy, and the key
risks and issues with which they are faced.
Throughout the year, regular updates on developments in legal matters,
governance and accounting are provided to Directors. The Board
regards site visits as an integral part of ongoing Director training.
Additional training is available so that Directors can update their skills
and knowledge as appropriate.
Attendance at Board and Board committee
meetings
Attendance during the year for all Board and Board committee
meetings is given in the table below.
ATTENDAN CE AT BOA RD COMMITTEE MEETINGS [ A]
Corporate and
Social
Responsibility
Committee
Nomination
and
Succession
Committee
Audit
Committee
Board
Shell Annual Report and Form 20-F 2010
Corporate governance
79
The membership of the Executive Committee is as follows:
E X E CU T I V E COM MIT T E E
Peter Voser
Matthias Bichsel
Malcolm Brinded
Simon Henry
Hugh Mitchell
Marvin Odum
Peter Rees
Mark Williams
Chief Executive Officer [A] [B]
Projects & Technology Director [B]
Executive Director Upstream International [A] [B]
Chief Financial Officer [A] [B]
Chief Human Resources & Corporate Officer [B]
Upstream Americas Director [B]
Legal Director [B] [C]
Downstream Director [B]
[A] Director of the Company.
[B] Designated an Executive Officer pursuant to US Exchange Act Rule 3b-7.
Beneficially owns less than 1% of outstanding classes of securities.
[C] Peter Rees was appointed as Legal Director and a member of the Executive
Committee with effect from January 1, 2011, following the retirement of Beat
Hess with effect from December 31, 2010.
Board committees
There are four Board committees made up of Non-executive Directors.
These are the:
1/1
5/5
0/0
5/5
5/5
Josef Ackermann
Malcolm Brinded
Guy Elliott
Simon Henry
Charles O.
Holliday
Sir Peter Job
Lord Kerr of
Kinlochard
Gerard Kleisterlee
Wim Kok
Nick Land
Christine Morin-
Postel
Jorma Ollila
Lawrence
Ricciardi
Jeroen van der
Veer
Peter Voser
Hans Wijers
6/8
8/8
3/3
8/8
3/3
2/2
8/8
1/1
8/8
6/7
8/8
8/8
2/2
8/8
8/8
8/8
Remuneration
Committee
4/5
(cid:2) Audit Committee;
(cid:2) Corporate and Social Responsibility Committee;
(cid:2) Nomination and Succession Committee; and
(cid:2) Remuneration Committee.
7/7
7/7
7/7
2/2
4/4
4/4
4/4
4/4
A copy of each committee’s terms of reference is available from the
Company Secretary and can be found online at www.shell.com/
investor.
2/2
AUDIT COMMITTEE
The current members of the Audit Committee are Christine Morin-Postel
(Chairman of the Committee), Guy Elliott (with effect from September 1,
2010), Lord Kerr of Kinlochard and Gerard Kleisterlee (with effect from
November 1, 2010), all of whom are financially literate, independent,
Non-executive Directors. Nick Land stood down as a Director of the
Company and member of the Committee with effect from October 31,
2010. For the purposes of the 2010 UK Corporate Governance Code,
Christine Morin-Postel qualifies as a person with “recent and relevant
financial experience” and for the purposes of US securities laws is an
“audit committee financial expert”. The Committee met five times
during the year and Committee members’ attendances are shown
above.
3/3
5/5
[A] The first figure represents attendance and the second figure the possible
number of meetings. For example, 6/8 signifies attendance at six out of eight
possible meetings. Where a Director stepped down from the Board or a
Board committee during the year, or was appointed during the year, only
meetings before stepping down or after the date of appointment are shown.
Executive Committee
The Executive Committee operates under the direction of the Chief
Executive Officer in support of his responsibility for the overall
management of the Company’s business and affairs. The Chief
Executive Officer has final authority in all matters of management that
are not within the duties and authorities of the Board or of the
shareholders’ general meeting.
The key responsibilities of the Committee are to assist the Board in
fulfilling its oversight responsibilities in relation to: internal control and
financial reporting; the effectiveness of the risk management and
internal control system; compliance with applicable external legal and
regulatory requirements; monitoring the qualifications, expertise,
resources and independence of both the internal and external auditors;
and assessing each year the auditors’ performance and effectiveness.
The Committee keeps the Board informed of the Committee’s activities
and recommendations. Where the Committee is not satisfied with, or
wherever it considers action or improvement is required concerning
any aspect of, risk management and internal control, financial
reporting or audit-related activities, it promptly reports these concerns
to the Board. It invites the external auditors, the Chief Financial Officer,
the Chief Internal Auditor, the Executive Vice-President Controller and
the Vice-President Accounting and Reporting to attend each meeting.
Other members of management attend as and when requested. The
Committee also holds private sessions with the external auditors and
the Chief Internal Auditor without members of management being
present.
80
Shell Annual Report and Form 20-F 2010
Corporate governance
Each year the Committee also considers the reappointment of the
external auditors and makes a recommendation to the Board. There are
no contractual obligations that restrict the Committee’s ability to make
such a recommendation. The last competitive audit tender was in 2005.
The Committee has adopted guidelines allowing audit, audit-related
and non-audit services to be contracted with the external auditors
without pre-approval so long as the fee value for each contract does not
exceed $500,000. The scope of the permitted non-audit services
contracted with the external auditors in 2010 consisted of tax
compliance work, tax advice on proposed transactions and regulatory
compliance work. Any other services must be specifically pre-
approved. Under the guidelines, permitted services must not present a
conflict of interest nor compromise the independence of the external
auditor. The Committee has reviewed quarterly all engagements with
the external auditor.
The following table sets out the aggregate fees paid by the Company to
the external auditors, all of which have been approved by the
Committee:
S HE L L A U D I T F E E [ A]
Audit fees
Audit-related services [B]
Taxation services [C]
Other services [E]
Total
2010
2009
2008
$ MILLION
54
1
1
[D]
56
57
2
1
[D]
60
54
2
[D]
1
57
[A] Note 28 to the “Consolidated Financial Statements” provides additional
detail on the Shell audit fee.
[B] Fees for other audit-related services and other services provided pursuant to
legislation.
[C] Fees primarily for tax compliance.
[D] Less than $1 million.
[E] Other fees primarily relate to the subscription to a knowledge database.
During the year the Committee received comprehensive reports from
management and the internal and external auditors. In particular, it
reviewed quarterly reports on risks, controls and assurance, monitored
the effectiveness of the procedures for internal control over financial
reporting, reviewed the Company’s evaluation of the internal control
systems as required under Section 404 of the Sarbanes-Oxley Act and
discussed the Company’s annual accounts and quarterly unaudited
financial statements with management and the external auditors. It also
discussed with the Chief Financial Officer, the Executive Vice-President
Controller and the external auditors issues that arose on accounting
policies, practices and reporting and received reports regarding the
receipt, retention, investigation and treatment of complaints regarding
accounting, internal accounting controls, auditing and other matters.
The Committee has furthermore requested reports on such matters that it
deemed appropriate.
The Committee also reviewed the Internal Audit Department’s annual
audit plan and the performance assessment of the Internal Audit
function. Finally, the Committee conducted an annual evaluation of its
performance and concluded that it was effective and able to fulfill its
role in accordance with its Terms of Reference.
CORPORATE AND SOCIAL RESPONSIBILITY COMMITTEE
The members of the Corporate and Social Responsibility Committee are
Wim Kok (Chairman of the Committee), Charles O. Holliday (with
effect from January 1, 2011), Lord Kerr of Kinlochard and Jeroen van
der Veer. Nick Land stood down as a Director of the Company and
member of the Committee with effect from October 31, 2010. The
Committee met four times during the year and Committee members’
attendances are shown on page 79.
The aim of the Committee is to maintain a comprehensive overview of
the policies and conduct of the subsidiaries of the Company with
respect to: the Shell General Business Principles; sustainable
development; health, safety, security, the environment and social
performance; the Shell Code of Conduct; and major issues of public
concern. It reports its own conclusions and recommendations to
executive management and the Board. In this regard, the Committee
fulfils its responsibilities by reviewing with management: Shell’s overall
health, safety, security, environmental and social performance; Shell’s
annual performance against the Code of Conduct; the management of
social and environmental impacts at major projects and operations;
and emerging social and environmental issues. It additionally provides
input for Shell’s Sustainability Report and reviews a draft of the Report
before publication. It also meets face-to-face with the Report’s External
Review Committee.
In addition to holding regular formal meetings, the Committee also
visits Shell locations, meeting with local staff and external stakeholders
in order to observe how Shell’s standards regarding health, safety,
security, the environment and social performance are being
implemented in practice. During 2010, the Committee visited the Pernis
refinery and Nederlandse Aardolie Maatschappij (NAM) production
facilities, both located in the Netherlands, as well as Shell’s operations
in the Niger Delta.
NOMINATION AND SU CCESSION COMMITTEE
The members of the Nomination and Succession Committee are Jorma
Ollila (Chairman of the Committee), Lord Kerr of Kinlochard and Wim
Kok. Lawrence Ricciardi stood down as a Director of the Company and
member of the Committee with effect from the close of business of the
2010 AGM held on May 18, 2010. The Committee met seven times
during the year and Committee members’ attendances are shown on
page 79.
The Committee keeps under review the leadership needs of the
Company. It identifies and nominates suitable candidates for the
Board’s approval to fill vacancies as and when they arise. The
Committee also makes recommendations on who should be appointed
Chairman of the Audit Committee, the Corporate and Social
Responsibility Committee and the Remuneration Committee. In
consultation with the relevant chairman, it also recommends who
should sit on the Board committees. It makes recommendations on
corporate governance guidelines, monitors compliance with corporate
governance requirements and makes recommendations on disclosures
connected to corporate governance and its appointment processes.
During the year, the Committee dealt with issues related to: director
search, succession and nomination; Board committee membership
rotation; and the executive management structure. It also considered:
the Dodd-Frank Wall Street Reform and Consumer Protection Act;
induction arrangements for new Non-executive Directors; and the Terms
of Reference of various Board committees. Additionally, it conducted an
evaluation of the Company’s corporate governance arrangements.
Finally, the Committee dealt with the Board evaluation process and
considered any potential conflicts of interest and the independence of
the Non-executive Directors.
REMUNERATION COMMITTEE
The members of the Remuneration Committee are Hans Wijers
(Chairman of the Committee), Josef Ackermann and Charles O.
Holliday (with effect from January 1, 2011). Sir Peter Job stood down
as a Director of the Company and member of the Committee with effect
Shell Annual Report and Form 20-F 2010
Corporate governance
81
from the close of business of the 2010 AGM held on May 18, 2010.
He was succeeded as a member of the Committee by Jorma Ollila.
Jorma Ollila stood down as a member of the Committee with effect from
December 31, 2010. The Committee met five times during the year and
Committee members’ attendances are shown on page 79.
The Committee determines and agrees with the Board the remuneration
policy for the Chief Executive Officer and Executive Directors and,
within the terms of this policy, determines the individual remuneration
package for the Chief Executive Officer and the Executive Directors.
The Committee also considers and advises on the terms of any contract
to be offered to an Executive Director. It monitors the remuneration for
other senior executives and makes recommendations. The Committee’s
Terms of Reference were amended in 2010 to align with the latest
developments in UK corporate governance concerning remuneration.
The Terms of Reference are available on the Shell website
www.shell.com/investor; copies are also available from the Company
Secretary.
In 2010, the Committee built on 2009’s constructive engagements with
major shareholders and shareholder bodies. These engagements gave
shareholders the opportunity to raise issues of concern, to ensure that
the proposals the Committee put in place in 2010 were in line with
shareholders’ views. The Committee intends to continue its dialogue
about remuneration with major shareholders. After the publication of
the 2010 Annual Report and Form 20-F, it will be holding further
meetings with major shareholders to obtain their feedback and ensure
future alignment between their views and the Committee’s.
Further information on the work of the Committee and details of the
remuneration of all the Directors for the year ended December 31,
2010, are set out in the “Directors’ Remuneration Report”.
Board evaluation
The Board carried out a performance evaluation of itself, its
Committees, the Chairman and each of the Directors. As in previous
years, this was led by the Nomination and Succession Committee,
which on this occasion engaged an external facilitator to assist in the
process. The external facilitator did not have any other connection with
the Company.
The process consisted of Directors completing online questionnaires
designed by the external facilitator in conjunction with the Nomination
and Succession Committee. These were accessed with a unique PIN via
the facilitator’s website. The completed questionnaires were available
only to the facilitator, who prepared written reports for the Chairman,
Deputy Chairman and the Chairmen of the Board committees (see table
below). One-to-one interviews were then held between the Chairman
and each of the Directors, the Deputy Chairman and the Chairman and
the committee chairmen and the respective committee members.
The full Board discussed the results of the evaluation of the Board and its
committees, whereas the results of the evaluation of the Chief Executive
Officer and the other Executive Directors were discussed by the
Chairman and the Non-executive Directors. The evaluation of the
Chairman was discussed by the full Board in the Chairman’s absence.
The performance evaluation provided feedback on a wide range of
Board and Board committee matters including on some processes and
agenda contents. Directors continued to be generally positive about the
meetings of the Board and its processes and a number of issues were
highlighted for ongoing focus during 2011.
E VA L U AT IO N
Body or Director
to be evaluated
Board as a whole
Chairman
Directors
Board committees
Online questionnaires
completed by:
All Directors
All Directors
All Directors
Committee members
Reports prepared by external
facilitator and sent to:
Chairman
Deputy Chairman
Chairman
Committee chairmen
Shareholder communications
The Board recognises the importance of two-way communication with
the Company’s shareholders. As well as giving a balanced report of
results and progress at each AGM, the Company meets with
institutional and retail shareholders to respond to their questions.
Shell’s corporate website at www.shell.com/investor has information
for institutional and retail shareholders alike. Shareholders have an
opportunity to ask questions in person at the AGM, and are free to
contact the Company directly at any time of the year. Shareholders can
contact Shell directly via dedicated shareholder email addresses or via
dedicated shareholder telephone numbers as given on the inside back
cover of this Report.
The Company’s Registrar, Equiniti, operates an internet access facility
for shareholders, providing details of their shareholdings at
www.shareview.co.uk. Facilities are also provided for shareholders to
lodge proxy appointments electronically. The Company’s Corporate
Nominee provides a facility for investors to hold their shares in the
Company in paperless form.
Results presentations and analysts meetings
The quarterly and annual results presentations and all major analysts
meetings are announced in advance on the Shell website and through a
regulatory release. These presentations can be followed live via
webcasting or tele-conference. Other meetings with analysts or
investors are not normally announced in advance, nor can they be
followed by webcast or any other means. Discussions in such meetings
are always limited to information already in the public domain.
Presentations in such meetings are available at www.shell.com. This is
in line with the requirement to ensure that all shareholders and other
parties in the financial market have equal and simultaneous access to
information that may influence the price of the Company’s securities.
The Chairman, the Deputy Chairman, the Chief Executive Officer, the
Chief Financial Officer and the Executive Vice-President Investor
Relations report regularly to the Directors on the views of major
shareholders.
Responsibility for preparing accounts
See the “Report of the Directors” in this Report.
Going concern
The Directors consider that, taking into account the assets and income
of Shell, the Company has adequate resources to continue in
operational existence for the foreseeable future. For this reason the
Directors adopt the going concern basis for the financial statements
contained in this Report.
Controls and procedures
The Board is responsible for Shell’s system of internal control and for
reviewing its effectiveness. It has delegated authority to the Audit
Committee to assist it in fulfilling its responsibilities in relation to internal
control and financial reporting.
82
Shell Annual Report and Form 20-F 2010
Corporate governance
A single overall control framework is in place that is designed to
manage rather than eliminate the risk of failure to achieve business
objectives. It therefore only provides a reasonable and not an absolute
assurance against material misstatement or loss. In general, the Shell
Control Framework applies to all wholly-owned Shell companies and to
those ventures and other companies in which the Company, directly or
indirectly, has a controlling interest.
The following diagram illustrates the Control Framework’s key
components, Foundations, Organisation and Processes. “Foundations”
comprise the objectives, principles and rules that underpin and
establish boundaries for Shell’s activities. “Organisation” sets out how
the various legal entities relate to each other and how their business
activities are organised and managed. “Processes” refer to the more
material processes, including how authority is delegated, how strategy,
planning and appraisal are used to improve performance, how
compliance is managed and how assurance is provided. All control
activities relate to one or more of these components.
CO N TROL F RAMEW ORK
External Regulatory and Legal Environment, External Stakeholders
Shell General Business Principles
Royal Dutch Shell plc Board, Chief Executive Officer
and Executive Committee
Statement on
Risk Management
Code of Conduct
Standards, Manuals
and Guides
Delegation of
Authority
Strategy, Planning
and Appraisal
Compliance and Assurance
Businesses, Functions
Legal Entities
Foundations
Organisation
Processes
The Board confirms that there is an ongoing process for identifying,
evaluating and managing the significant risks to the achievement of
Shell’s objectives. This has been in place throughout the year and, up to
the date of this Report, is regularly reviewed by the Board and accords
with the guidance for directors, known as the Turnbull Guidance.
Shell has a variety of processes for obtaining assurance on the
adequacy of risk management and internal control. The Executive
Committee and the Audit Committee regularly consider group-level
risks and associated control mechanisms. The Board has conducted its
annual review of the effectiveness of Shell’s system of risk management
and internal controls, including financial, operational and compliance
controls.
PENSION FUNDS
In general, local trustees manage the pension funds and set the
required contributions based on independent actuarial valuation in
accordance with local regulations rather than the International
Financial Reporting Standards (IFRS) measures. The actuarial
valuations are sensitive to changes in the assumptions made regarding
future outcomes, the principal ones being in respect of the discount rate
used to convert future cash flows to present values, the long-term return
on plan assets, increases in remuneration and pension benefits and
demography (including mortality). Substantial judgement is required in
determining the assumptions. For further information regarding the
judgement applied in these assumptions and the relation to the
financial position and performance of Shell, see Notes 3 and 18 to the
“Consolidated Financial Statements”.
Shell has a number of ways to address key pensions risks. Principal
amongst these is the Pensions Forum, a joint Finance/Human Resources
body, chaired by the Chief Financial Officer, which provides guidance
on Shell’s input to pension strategy, policy and operation. It also
reviews the results of assurance processes that have been established
with respect to pension plan investments, liabilities and funding as well
as pension reporting (see “Risk factors” on pages 13–15).
TREASURY AND TRADING
In the normal course of business, Shell uses financial instruments of
various kinds for the purposes of managing exposure to interest rate,
currency and commodity price movements.
Shell has treasury standards applicable to all subsidiaries, and each
subsidiary is required to adopt a treasury policy consistent with these
standards. These policies cover: financing structure; interest rate and
foreign exchange risk management; insurance; counterparty risk
management; and use of derivative instruments. Wherever possible,
treasury operations are carried out through specialist regional
organisations without removing from each subsidiary the responsibility
to formulate and implement appropriate treasury policies.
Most of Shell’s debt is raised from central borrowing programmes. The
financing of most subsidiaries is structured on a floating-rate basis and,
except in special cases, further interest rate risk management is
discouraged.
Each company has treasury policies in place that are designed to
measure and manage their foreign exchange exposures by reference to
their functional currency. Many of the markets in which Shell operates
are priced, directly or indirectly, in dollars. As a result, the functional
currency of most Upstream companies and those with significant cross-
border business is the dollar. For Downstream companies, the local
currency is typically also the functional currency.
Apart from forward foreign exchange contracts to meet known
commitments, the use of derivative financial instruments by most
subsidiaries is not permitted by their treasury policies.
Certain subsidiaries have a mandate to trade natural gas, electrical
power, crude oil, refined products, chemical feedstocks and
environmental products, and to use commodity swaps, options and
futures as a means of managing price and timing risks arising from this
trading. In effecting these transactions, the companies concerned
operate within procedures and policies designed to ensure that risks,
including those relating to the default of counterparties, are managed
within authorised limits.
Shell uses risk management systems for recording and valuing
instruments. There is regular review of mandated trading limits by
senior management, daily monitoring of market risk exposure using
value-at-risk (VAR) techniques (see below), daily monitoring of trading
positions against limits and marking-to-market of trading exposures with
a department independent of traders reviewing the market values
applied to trading exposures. Although trading losses can and do
occur, the nature of Shell’s trading portfolio and its management are
considered adequate against the risk of significant losses.
Shell utilises VAR techniques based on variance/covariance or Monte
Carlo simulation models and makes a statistical assessment of the
market risk arising from possible future changes in market values over a
24-hour period and within a 95% confidence level. The calculation of
Shell Annual Report and Form 20-F 2010
Corporate governance
83
the range of potential changes in fair value takes into account
positions, the history of price movements and the correlation of these
price movements. Each of the models is regularly back-tested against
actual fair value movements to ensure model integrity is maintained.
PricewaterhouseCoopers CI LLP, the independent registered public
accounting firm that audited the financial statements, has issued an
attestation report on the Trustee’s and management’s internal control
over financial reporting, as stated in their report on page 169.
Other than in exceptional cases, the use of external derivative
instruments is confined to specialist oil and gas trading and central
treasury organisations that have appropriate skills, experience,
supervision, control and reporting systems.
Information on derivatives and other financial instruments and
derivative commodity instruments is provided in Note 23 to the
“Consolidated Financial Statements” in this Report.
MANAGEMENT’S EVALUATION OF DISCLOSURE CONTROLS AND
PROCEDURES OF SHELL
As indicated in the certifications in Exhibits 12.1 and 12.2 of this
Report, Shell’s Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of Shell’s disclosure controls and
procedures as at December 31, 2010. On the basis of that evaluation,
these officers have concluded that Shell’s disclosure controls and
procedures are effective.
MANAGEMENT’S REPORT ON INTERN AL CONTROL OVER
FINANCIAL REPORTING OF SHELL
Management, including the Chief Executive Officer and Chief
Financial Officer, is responsible for establishing and maintaining
adequate internal control over Shell’s financial reporting and the
production of the Consolidated Financial Statements. It conducted an
evaluation of the effectiveness of Shell’s internal control over financial
reporting and the production of the Consolidated Financial Statements
based on the “Internal Control – Integrated Framework” issued by the
Committee of Sponsoring Organizations of the Treadway Commission.
On the basis of this evaluation, management concluded that, as at
December 31, 2010, the Company’s internal control over Shell’s
financial reporting and the production of the Consolidated Financial
Statements was effective.
PricewaterhouseCoopers LLP, the independent registered public
accounting firm that audited the financial statements, has issued an
attestation report on the Company’s internal control over financial
reporting, as stated in their report on page 96.
THE TRUSTEE’S AND MANAGEMENT’S EVALUATION OF
DISCLOSU RE CON TROLS AND PROCEDURES FOR THE ROYAL
DUTCH SHELL DIVIDEND ACCESS TRUST
The Trustee and Shell’s Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the disclosure controls and
procedures in respect of the Dividend Access Trust as at December 31,
2010. On the basis of this evaluation, these officers have concluded
that the disclosure controls and procedures of the Trust are effective.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There has not been any change in the internal controls over financial
reporting of Shell or the Dividend Access Trust that occurred during the
period covered by this Report that has materially affected, or is
reasonably likely to materially affect, such internal controls over
financial reporting. The daily operations of the Dividend Access Trust
are administered on behalf of Shell by EES Trustees International
Limited, an established trustee services company, pursuant to a general
trustee power of attorney granted by Lloyds TSB Offshore Trust
Company Limited (as trustee of the Dividend Access Trust). Material
financial information of the Dividend Access Trust is included in the
Consolidated Financial Statements of Shell and is therefore subject to
the same disclosure controls and procedures as Shell. See below and
the Royal Dutch Shell Dividend Access Trust Financial Statements for
additional information.
Articles of Association
The following summarises certain provisions of the Company’s Articles
of Association [A] (the Articles) and of the applicable laws of England.
This summary is qualified in its entirety by reference to the Act and the
Articles.
[A] Copies of the Company’s Articles of Association have been previously filed
with the SEC and are incorporated by reference as exhibits to this Report.
They are available on the Company’s website at www.shell.com.
MANAGEMENT AND DIRECTORS
The Articles provide that the Company’s Board of Directors must consist
of not less than three members nor more than 20 members at any time.
The Company has a single tier Board of Directors headed by a
Chairman, with management led by a Chief Executive Officer. See
“Board structure and composition” on page 78.
Under the Articles, at every AGM any Director who was in office at the
time of the two previous AGMs and who did not retire at either of them
must retire. However, the Company complies with the 2010 UK
Corporate Governance Code (the Code) that requires all Directors to
stand for annual reappointment by shareholders. The Company
introduced this practice at the 2010 AGM ahead of the required
implementation date of the Code. At the AGM at which a Director
retires, shareholders can pass an ordinary resolution to reappoint the
Director or to appoint another eligible person in his or her place.
A Director who would not otherwise be required to retire must retire if
he or she has been in office, other than as a Director holding an
executive position, for a continuous period of nine years or more at the
date of the meeting. Any such Director will be eligible to stand for
reappointment.
THE TRUSTEE’S AND MANAGEMENT’S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING OF THE ROYAL DUTCH
Under the Articles:
SHELL DIVIDEN D ACCESS TRUST
The Trustee of the Royal Dutch Shell Dividend Access Trust is
responsible for establishing and maintaining adequate internal control
over the Trust’s financial reporting. The Trustee and the Company’s
management conducted an evaluation of the effectiveness of internal
control over financial reporting based on the “Internal Control –
Integrated Framework” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. On the basis of this
evaluation, the Trustee and management concluded that, as at
December 31, 2010, the Trust’s internal control over financial
reporting was effective.
(cid:2) a Director may not vote or be counted in the quorum in respect of any
matter in which he or she is materially interested including any matter
related to his or her own compensation;
(cid:2) the Directors may exercise the Company’s power to borrow money
provided that the borrowings of Shell shall not, without the consent of
an ordinary resolution of the Company’s shareholders, exceed two
times the Company’s adjusted capital and reserves (these powers
relating to borrowing may only be varied by special resolution of
shareholders); and
84
Shell Annual Report and Form 20-F 2010
Corporate governance
(cid:2) Directors are not required to hold shares of the Company to qualify as
a director.
RIGHTS ATTACHING TO SHARES
Dividend rights and rights to share in the Company’s profit
Under the applicable laws of England, dividends are payable on
Class A shares and Class B shares only out of profits available for
distribution, as determined in accordance with the Act and under IFRS.
Subject to the Act, if the Directors consider that the Company’s financial
position justifies the declaration of a dividend, the Company can pay
an interim dividend. Shareholders can declare dividends by passing an
ordinary resolution. Dividends cannot exceed the amount
recommended by the Company’s Directors.
It is the intention that dividends will be declared and paid quarterly.
Dividends are payable to persons registered as shareholders on the
record date relating to the relevant dividend. All dividends will be
divided and paid in proportions based on the amounts paid up on the
Company’s shares during any period for which that dividend is paid.
Any dividend or other money payable in cash relating to a share can
be paid by sending a cheque, warrant or similar financial instrument
payable to the shareholder entitled to the dividend by post addressed
to the shareholder’s registered address. Alternatively, it can be made
payable to someone else named in a written instruction from the
shareholder (or all joint shareholders) and sent by post to the address
specified in that instruction. A dividend can also be paid by inter-bank
transfer or by other electronic means (including payment through
CREST) directly to an account with a bank or other financial institution
(or other organisation operating deposit accounts if allowed by the
Company) named in a written instruction from the person entitled to
receive the payment under the Articles. Such an account must be held at
an institution based in the UK unless the share on which the payment is
to be made is held by Euroclear Nederland and is subject to the
Securities Giro Act (“Wet giraal effectenverkeer”). Alternatively, a
dividend can be paid in some other way requested in writing by a
shareholder (or all joint shareholders) and agreed to by the Company.
The Company will not be responsible for a payment which is lost or
delayed.
Where any dividends or other amounts payable on a share have not
been claimed, the Directors can invest them or use them in any other
way for the Company’s benefit until they are claimed. The Company
will not be a trustee of the money and will not be liable to pay interest
on it. If a dividend or other money has not been claimed for 12 years
after being declared or becoming due for payment, it will be forfeited
and go back to the Company, unless the Directors decide otherwise.
The Company expects that dividends on outstanding Class B shares will
be paid under the dividend access mechanism described below. The
Articles provide that if any amount is paid by the issuer of the dividend
access share by way of dividend on the dividend access share and
paid by the dividend access trustee to any holder of Class B shares, the
dividend that the Company would otherwise pay to such holder of
Class B shares will be reduced by an amount equal to the amount paid
to such holder of Class B shares by the dividend access trustee.
Dividend access mechanism for Class B shares
It is the expectation and the intention, although there can be no
certainty, that holders of Class B shares will receive dividends through
the dividend access mechanism. Any dividends paid on the dividend
access share will have a UK source for UK and Dutch tax purposes.
There will be no Dutch withholding tax on such dividends and certain
holders (not including US holders of Class B shares or Class B American
Depositary Shares (ADSs)) will be entitled to a UK tax credit in respect
of their proportional shares of such dividends. For further details
regarding the tax treatment of dividends paid on the Class A and
Class B shares and ADSs, please refer to “Taxation” on pages 92–93.
Description of dividend access mechanism A dividend access share
has been issued by The Shell Transport and Trading Company Limited
(Shell Transport) to Lloyds TSB Offshore Trust Company Limited as
dividend access trustee (the Trustee). Pursuant to a declaration of trust,
the Trustee will hold any dividends paid in respect of the dividend
access share on trust for the holders of Class B shares on occasion and
will arrange for prompt disbursement of such dividends to holders of
Class B shares. Interest and other income earned on unclaimed
dividends will be for the account of Shell Transport and any dividends
which are unclaimed after 12 years will revert to Shell Transport.
Holders of Class B shares will not have any interest in the dividend
access share and will not have any rights against Shell Transport as
issuer of the dividend access share. The only assets held on trust for the
benefit of the holders of Class B shares will be dividends paid to the
dividend access trustee in respect of the dividend access share.
The declaration and payment of dividends on the dividend access
share will require board action by Shell Transport and will be subject to
any applicable limitations in law or in the Shell Transport articles of
association in effect. In no event will the aggregate amount of the
dividend paid by Shell Transport under the dividend access mechanism
for a particular period exceed the aggregate of the dividend declared
by the Board of the Company on the Class B shares in respect of the
same period.
Operation of the dividend access mechanism If, in connection with the
declaration of a dividend by the Company on the Class B shares, the
board of Shell Transport elects to declare and pay a dividend on the
dividend access share to the dividend access trustee, the holders of the
Class B shares will be beneficially entitled to receive their share of that
dividend pursuant to the declaration of trust (and arrangements will be
made to ensure that the dividend is paid in the same currency in which
they would have received a dividend from the Company).
If any amount is paid by Shell Transport by way of a dividend on the
dividend access share and paid by the dividend access trustee to any
holder of Class B shares, the dividend which the Company would
otherwise pay on the Class B shares will be reduced by an amount
equal to the amount paid to such holders of Class B shares by the
dividend access trustee.
The Company will have a full and unconditional obligation, in the event
that the dividend access trustee does not pay an amount to holders of
Class B shares on a cash dividend payment date (even if that amount
has been paid to the dividend access trustee), to pay immediately the
dividend declared on the Class B shares. The right of holders of Class B
shares to receive distributions from the dividend access trustee will be
reduced by an amount equal to the amount of any payment actually
made by the Company on account of any dividend on Class B shares.
General Class A shares and Class B shares are identical, except for the
dividend access mechanism, which will only apply to the Class B
shares. Dividends paid on Class A shares have a Dutch source for tax
purposes and are subject to Dutch withholding tax.
Any payment by the Company will be subject to Dutch withholding tax
(unless an exemption is obtained under Dutch law or under the
provisions of an applicable tax treaty). If for any reason no dividend is
Shell Annual Report and Form 20-F 2010
Corporate governance
85
paid on the dividend access share, holders of Class B shares will only
receive dividends from the Company directly.
The dividend access mechanism has been approved by the Dutch
Revenue Service pursuant to an agreement
(“vaststellingsovereenkomst”) with the Company and N.V. Koninklijke
Nederlandsche Petroleum Maatschappij (Royal Dutch Petroleum
Company) dated October 26, 2004, as supplemented and amended
by an agreement between the same parties dated April 25, 2005. The
agreement states, among other things, that dividend distributions on the
dividend access share by Shell Transport will not be subject to Dutch
dividend withholding tax provided that the dividend access mechanism
is structured and operated substantially as set out above. The Company
may not extend the dividend access mechanism to any future issuances
of Class B shares without the approval of the Dutch Revenue Service.
Accordingly, the Company would not expect to issue additional Class B
shares unless that approval were obtained or the Company were to
determine that the continued operation of the dividend access
mechanism was unnecessary. Any further issue of Class B shares is
subject to advance consultation with the Dutch Revenue Service.
The dividend access mechanism may be suspended or terminated at
any time by the Company’s Directors or the Directors of Shell Transport,
for any reason and without financial recompense. This might, for
instance, occur in response to changes in relevant tax legislation.
The daily operations of the Dividend Access Trust are administered on
behalf of Shell by the Trustee. Material financial information of the
Dividend Access Trust is included in the Consolidated Financial
Statements of Shell and is therefore subject to the same disclosure
controls and procedures as Shell.
On February 5, 2010, Lloyds TSB Offshore Trust Company Limited (the
Trustee) entered into an agreement with EES Trustees International
Limited (EES Trustee) whereby the benefit of certain clients of the
Trustee, including the Trust, would be transferred to EES Trustee with
effect from that date. It is intended that EES Trustee, or another trustee,
will replace the Trustee during 2011. For the period between
February 5, 2010, and replacement of the Trustee, the Trustee has
granted EES Trustee a general trustee power of attorney as further
described in Clause 2.2 of a Trust and Fund Business Administration
Agreement between the Trustee and EES Trustee.
Disputes between a shareholder or American Depositary Share holder
and Royal Dutch Shell, any subsidiary, Director or professional service
provider
The Articles generally require that, except as noted below, all disputes
(i) between a shareholder in such capacity and the Company and/or its
Directors, arising out of or in connection with the Articles or otherwise;
(ii) so far as permitted by law, between the Company and any of its
Directors in their capacities as such or as the Company’s employees,
including all claims made by the Company or on its behalf against
Directors; (iii) between a shareholder in such capacity and the
Company’s professional service providers (which could include the
Company’s auditors, legal counsel, bankers and American Depositary
Share (ADS) depositaries); and (iv) between the Company and its
professional service providers arising in connection with any claim
within the scope of (iii) above, shall be exclusively and finally resolved
by arbitration in the Hague, the Netherlands under the Rules of
Arbitration of the International Chamber of Commerce (ICC), as
amended from time to time. This would include all disputes arising
under UK, Dutch or US law (including securities laws), or under any
other law, between parties covered by the arbitration provision.
Accordingly, the ability of shareholders to obtain monetary or other
relief, including in respect of securities law claims, may be determined
in accordance with these provisions, and the ability of shareholders to
obtain monetary or other relief may therefore be limited and their cost
of seeking and obtaining recoveries in a dispute may be higher than
otherwise would be the case.
The tribunal shall consist of three arbitrators to be appointed in
accordance with the ICC rules. The chairman of the tribunal must have
at least 20 years’ experience as a lawyer qualified to practise in a
common law jurisdiction which is within the Commonwealth (as
constituted on May 12, 2005) and each other arbitrator must have at
least 20 years’ experience as a qualified lawyer.
Pursuant to the exclusive jurisdiction provision in the Articles, if a court
or other competent authority in any jurisdiction determines that the
arbitration requirement described above is invalid or unenforceable in
relation to any particular dispute in that jurisdiction, then that dispute
may only be brought in the courts of England and Wales, as is the case
with any derivative claim brought under the Act. The governing law of
the Articles is the substantive law of England.
Disputes relating to the Company’s failure or alleged failure to pay all
or part of a dividend which has been declared and which has fallen
due for payment will not be subject to the arbitration and exclusive
jurisdiction provisions of the Articles. Any derivative claim brought
under the Act will not be the subject to the arbitration provisions of the
Articles.
Pursuant to the relevant Depositary agreement, each holder of ADSs is
bound by the arbitration and exclusive jurisdiction provisions of the
Articles as described in this section as if that holder were a shareholder.
Voting rights and general meetings of shareholders
Shareholders meetings Under the applicable laws of England, the
Company is required in each year to hold an AGM of shareholders in
addition to any other meeting of shareholders that may be held. Each
AGM must be held in the period six months from the date following the
Company’s accounting reference date each year. Additionally,
shareholders may submit resolutions in accordance with section 338 of
the Act.
Directors have the power to convene a general meeting of shareholders
at any time. In addition, Directors must convene a meeting upon the
request of shareholders holding not less than 5% of the Company’s
paid-up capital carrying voting rights at general meetings of
shareholders pursuant to section 303 of the Act. A request for a general
meeting of shareholders must state the general nature of the business to
be dealt with at the meeting, and must be authenticated by the
requesting shareholders. If Directors fail to call such a meeting within
21 days from receipt of the relevant notice, the shareholders that
requested the general meeting, or any of them representing more than
one-half of the total voting rights of all shareholders that requested the
meeting, may themselves convene a meeting which must be called
within three months. Any such meeting must be convened in the same
manner, as nearly as possible, as that in which meetings are required to
be convened by the Directors.
The Company is required to give at least 21 clear days’ notice of any
AGM or any other general meeting of the Company.
The Articles require that in addition to any requirements under the
legislation, the notice for any general meeting must state where the
meeting is to be held (the principal meeting place) and the location of
any satellite meeting place, which shall be identified as such in the
86
Shell Annual Report and Form 20-F 2010
Corporate governance
notice. At the same time that notice is given for any general meeting, an
announcement of the date, time and place of that meeting will, if
practicable, be published in a national newspaper in the Netherlands.
The rules of the UK Listing Authority, the Euronext Amsterdam rules and
the rules of the New York Stock Exchange require the Company to
inform holders of its securities of the holding of meetings which they are
entitled to attend.
A shareholder is entitled to appoint a proxy (who is not required to be
another shareholder) to represent and vote on behalf of the shareholder
at any general meeting of shareholders, including the AGM.
Business may not be transacted at any general meeting, including the
AGM, unless a quorum is present. A quorum is two people who are
entitled to vote at that general meeting. They can be shareholders who
are personally present or proxies for shareholders entitled to vote at
that general meeting or a combination of both.
If a quorum is not present within five minutes of the time fixed for a
general meeting to start or within any longer period not exceeding one
hour which the chairman of the meeting can decide and if the meeting
was called by shareholders, it will be cancelled. Any other meeting will
be adjourned to a day (being not less than 10 days later, excluding the
day on which it is adjourned and the day for which it is reconvened),
time and place decided upon by the chairman of the meeting. One
shareholder present in person or by proxy and entitled to vote will
constitute a quorum at any adjourned general meeting.
Record dates Entitlement to attend and vote at the AGM is determined
by reference to the Company’s Register of Members. In order to attend
and vote at the AGM, a member must be entered on the Register of
Members or the register of the Royal Dutch Shell Corporate Nominee
no later than the record date. The record date will not be more than
48 hours before the meeting, not taking account of any part of a day
that is not a working day.
Voting rights The Class A shares and Class B shares have identical
voting rights and vote together as a single class on all matters including
the election of directors unless a matter affects the rights of one class as
a separate class. If a resolution affects the rights attached to either class
of shares as a separate class, it must be approved either in writing by
shareholders holding at least three-quarters of the issued shares of that
class by amount, excluding any shares of that class held as treasury
shares, or by special resolution passed at a separate meeting of the
registered holders of the relevant class of shares.
It is the intention that all voting at general meetings will take place on a
poll. A poll is voting by means of a ballot where the number of shares
held by each voting shareholder is counted, as opposed to voting by
way of a show of hands where the actual number of shares held by
voting shareholders is not taken into account. Under the Act, if a poll is
demanded, the resolution conducted on a poll must be approved by
holders of at least a majority of the votes cast at the meeting. Special
resolutions require the affirmative vote of at least 75% of the votes cast
at the meeting to be approved.
On a poll, every holder of Class A shares or Class B shares present in
person or by proxy has one vote for every share he or she holds. This is
subject to any rights or restrictions which are given to any class of
shares in accordance with the Articles. No shareholder is entitled to
vote if he or she has been served with a restriction order after failure to
provide the Company with information concerning interests in his or her
shares required to be provided under section 793 of the Act.
Major shareholders have no differing voting rights.
Rights in a winding up If the Company is voluntarily wound up, the
liquidator can distribute to shareholders any assets remaining after the
liquidator’s fees and expenses have been paid and all sums due to prior
ranking creditors (as defined under the laws of England) have been
paid. Under the Articles, the holders of the sterling deferred shares
would be entitled (such entitlement ranking in priority to the rights of
holders of ordinary shares) to receive an amount equal to the
aggregate of the capital paid up or credited as paid up on each sterling
deferred share but would not be entitled to participate further in the
profits or assets of the Company. Any assets remaining after the
entitlements of the holders of sterling deferred shares are satisfied
would be distributed to the holders of Class A and Class B shares pro
rata according to their shareholdings.
Redemption provisions Ordinary shares are not subject to any
redemption provisions.
Sinking fund provisions Ordinary shares are not subject to any sinking
fund provision under the Articles or as a matter of the laws of England.
Liability to further calls No holder of the Company’s ordinary shares is
currently liable to make additional contributions of capital in respect of
the Company’s ordinary shares.
Discriminating provisions There are no provisions discriminating
against a shareholder because of his or her ownership of a particular
number of shares.
Variation of rights The Act provides that the Articles can be amended
by a special resolution of the Company’s shareholders.
The Articles provide that, if permitted by legislation, the rights attached
to any class of shares can be changed if this is approved either in
writing by shareholders holding at least three-quarters of the issued
shares of that class by amount (excluding any shares of that class held
as treasury shares) or by a special resolution passed at a separate
meeting of the holders of the relevant class of shares. At each such
separate meeting, all of the provisions of the Articles relating to
proceedings at a general meeting apply, except that: (i) a quorum will
be present if at least one shareholder who is entitled to vote is present in
person or by proxy who owns at least one-third in amount of the issued
shares of the class; (ii) any shareholder who is present in person or by
proxy and entitled to vote can demand a poll; and (iii) at an adjourned
meeting, one person entitled to vote and who holds shares of the class,
or his or her proxy, will be a quorum. These provisions are not more
restrictive than required by law in England.
Limitations on rights to own shares There are no limitations imposed
by the applicable laws of England or the Articles on the rights to own
shares, including the right of non-residents or foreign persons to hold or
vote the Company’s shares, other than limitations that would generally
apply to all shareholders.
Change of control
There are no provisions in the Articles or of corporate legislation in
England that would delay, defer or prevent a change of control.
Shell Annual Report and Form 20-F 2010
Corporate governance
87
Rule 13d-1 of the US Securities Exchange Act of 1934 requires that a
person or group acquiring beneficial ownership of more than 5% of
equity securities registered under the US Securities Exchange Act
discloses such information to the SEC within 10 days after the
acquisition.
Capital changes
The conditions imposed by the Articles for changes in capital are not
more stringent than those required by the applicable laws of England.
Further information
The following information is available on the Shell website at
www.shell.com/investor:
(cid:2) the terms of reference of the Audit Committee, Corporate and Social
Responsibility Committee, Nomination and Succession Committee
and Remuneration Committee explaining their roles and the authority
the Board delegates to them;
(cid:2) the full list of matters reserved to the Board for decision;
(cid:2) Shell General Business Principles;
(cid:2) Shell Code of Conduct;
(cid:2) Code of Ethics for Executive Directors and Senior Financial Officers;
and
(cid:2) Articles of Association.
Signed on behalf of the Board
Michiel Brandjes
Company Secretary
March 9, 2011
Threshold for disclosure of share ownership
The Disclosure and Transparency Rules of the UK Financial Services
Authority impose an obligation on persons [A] to notify the Company of
the percentage of voting rights held as a shareholder, or through the
direct or indirect holding of financial instruments, if as a result of an
acquisition or disposal of shares or financial instruments the percentage
of voting rights held in the Company reaches, exceeds or falls below
3% or any 1% threshold above 3%.
[A] For this purpose “persons” includes companies, natural persons, legal
persons and partnerships.
Section 793 of the Act governs the Company’s right to investigate who
has an interest in its shares. Under that section, a public company can
serve a notice on any person it knows or suspects is, or was at any time
in the preceding three years, interested in its shares in order to obtain
certain information about that interest.
The Articles provide that in any statutory notice under the relevant
legislation, the Company will ask for details of those who have an
interest and the extent of their interest in a particular holding. The
Articles also provide that when a person receives a statutory notice, he
or she has 14 days to comply with it. If he or she does not do so or if he
or she makes a statement in response to the notice which is false or
inadequate in some important way, the Company may restrict the rights
relating to the identified shares, following notice. The restriction notice
will state that the identified shares no longer give the shareholder any
right to attend or vote either personally or by proxy at a shareholders’
meeting or to exercise any right in relation to the shareholders’
meetings. Where the identified shares make up 0.25% or more (in
amount or in number) of the existing shares of a class at the date of
delivery of the restriction notice, the restriction notice can also contain
the following further restrictions: (i) Directors can withhold any dividend
or part of a dividend or other money otherwise payable in respect of
the identified shares without any liability to pay interest when such
money is finally paid to the shareholder; and (ii) Directors can refuse to
register a transfer of any of the identified shares which are certificated
shares unless Directors are satisfied that they have been sold outright to
an independent third party. Once a restriction notice has been given,
Directors are free to cancel it or exclude any shares from it at any time
they think fit. In addition, they must cancel the restriction notice within
seven days of being satisfied that all information requested in the
statutory notice has been given. Also, where any of the identified
shares are sold and Directors are satisfied that they were sold outright
to an independent third party, they must cancel the restriction notice
within seven days of receipt of the notification of the sale. The Articles
do not restrict in any way the provision of the legislation which applies
to failures to comply with notices under the legislation.
The UK City Code on Takeovers and Mergers (the Code) imposes
disclosure obligations on parties subject to the Code’s disclosure
regime. The Code requires any person who is interested in 1% or more
of any class of relevant securities of an offeree company to make an
opening position disclosure following the commencement of an offer
period. The Code also requires any person who is, or becomes,
interested in 1% or more of any class of relevant securities of an offeree
company to make a dealing disclosure if the person deals in any
relevant securities of the offeree company. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an
offeree company, they will be deemed to be a single person for the
purpose of the relevant provisions of the Code.
88
Shell Annual Report and Form 20-F 2010
Additional shareholder information
ADDITIONAL SHAREHOLDER
INFORMATION
The Company was incorporated in England and Wales on February 5,
2002, as a private company under the Companies Act of England and
Wales 1985, as amended. On October 27, 2004, the Company was
re-registered as a public company limited by shares and changed its
name from Forthdeal Limited to Royal Dutch Shell plc. The Company is
registered at Companies House, Cardiff, under company number
4366849, and the Chamber of Commerce, the Hague, under company
number 34179503.
The Company is resident in the Netherlands for Dutch and UK tax
purposes and its primary objective is to carry on the business of a
holding company. It is not directly or indirectly owned or controlled by
another corporation or by any government and does not know of any
arrangements that may result in a change of control of the Company. As
at February 22, 2011, interests of more than 3% of the issued Class A
and Class B share capital of the Company can be found on page 60.
L I S TI N G I N F O R MAT IO N
Ticker symbol London
Ticker symbol Amsterdam
Ticker symbol New York (ADS [A])
ISIN Code
CUSIP
SEDOL Number London
SEDOL Number Euronext
Weighting on FTSE as at 31/12/10
Class A shares
RDSA
RDSA
RDS.A
GB00B03MLX29
G7690A100
B03MLX2
B09CBL4
4.95%
Weighting on AEX as at 31/12/10
16.71%
Class B shares
RDSB
RDSB
RDS.B
GB00B03MM408
G7690A118
B03MM40
B09CBN6
3.75%
not included
[A] One Class A ADS represents two Class A shares of ¤0.07 each. One Class B
ADS represents two Class B shares of ¤0.07 each.
Share capital
The issued and fully paid share capital of the Company as at
February 22, 2011, was as follows:
The business address for all of the Directors is: Carel van Bylandtlaan
30, 2596 HR, The Hague, The Netherlands.
SH ARE CA PITAL
Nature of trading market
The Company has two classes of ordinary shares, Class A shares and
Class B shares. The principal trading market for the Class A shares is
Euronext Amsterdam and the principal trading market for the Class B
shares is the London Stock Exchange. Ordinary shares are traded in
registered form.
American Depositary Shares (ADSs) representing Class A ADSs and
Class B ADSs outstanding are listed on the New York Stock
Exchange [A]. The depositary receipts are issued, cancelled and
exchanged at the office of The Bank of New York Mellon, 101 Barclay
Street, New York, NY 10286, USA, as depositary (the Depositary)
under a deposit agreement between the Company, the Depositary and
the holders of ADSs. Each ADS represents two ¤0.07 shares of Royal
Dutch Shell plc deposited under the agreement. More information
relating to ADSs is given on pages 91–92.
[A] At February 22, 2011, there were outstanding 368,092,714 Class A ADSs
and 166,020,079 Class B ADSs representing approximately 20.66% and
12.32% of the respective share capital class, held by 7,818 and
1,053 holders of record with an address in the USA, respectively. In addition
to holders of ADSs, as at February 22, 2011, there were 58,599 Class A
shares and 806,118 Class B shares of ¤0.07 each representing 0.002% and
0.030% of the respective share capital class, held by 53 and 874 holders of
record registered with an address in the USA, respectively.
Class A shares of ¤0.07 each
Class B shares of ¤0.07 each
Sterling deferred shares of £1 each
Issued
(number)
3,563,952,539
Issued
(amount)
¤249,476,678
2,695,808,103
50,000
¤188,706,567
£50,000
The following is a summary of the material terms of the Company’s
ordinary shares, including brief descriptions of the provisions
contained in the Articles of Association and applicable laws of England
in effect on the date of this document. This summary does not purport to
include complete statements of these provisions:
(cid:2) upon issuance, Class A shares and Class B shares are fully paid and
free from all liens, equities, charges, encumbrances and other interest
of the Company and not subject to calls of any kind;
(cid:2) all Class A shares and Class B shares rank equally for all dividends
and distributions on ordinary share capital declared; and
(cid:2) Class A shares and Class B shares are admitted to the Official List of
the UK Listing Authority and to trading on the market for listed
securities of the London Stock Exchange. Class A shares and Class B
shares are also admitted to listing on Eurolist by Euronext Amsterdam.
Class A ADSs and Class B ADSs are listed on the New York Stock
Exchange.
As at December 31, 2010, trusts and trust-like entities holding shares
for the benefit of employee plans of Shell held (directly and indirectly)
105.6 million shares of the Company with an aggregate market value
of $3,501 million and an aggregate nominal amount of approximately
¤7.4 million.
Dividends
The following tables show the dividends on each class of share and
each class of ADS for the years 2006–2010.
Shell Annual Report and Form 20-F 2010
Additional shareholder information
89
CL ASS A A N D B SHAR ES
Q1
Q2
Q3
Q4
Total
CL ASS A SH ARES
Q1
Q2
Q3
Q4
Total declared in
respect of the year
Amount paid during
2010
0.42
0.42
0.42
0.42
1.68
2009
0.42
0.42
0.42
0.42
1.68
2008
0.40
0.40
0.40
0.40
1.60
2007
0.36
0.36
0.36
0.36
1.44
$
2006
–
–
–
–
–
¤
2010 [A] 2009 [A] 2008 [A] 2007 [A] 2006
0.25
0.26
0.32
0.25
0.26
0.32
0.25
0.31
0.31
0.26
0.26
0.25
0.32
0.30
0.28
0.30
0.30
0.30
0.24
0.25
1.25
1.21
1.13
1.02
1.00
the year
1.25
1.21
1.07
1.03
0.98
[A] Euro equivalent, rounded to the nearest euro cent.
CL AS S B S HA RE S
PENCE [A]
Q1
Q2
Q3
Q4
Total declared in
respect of the year
Amount paid during
2010
27.37
26.89
26.72
25.82
2009
28.65
25.59
25.65
26.36
2008
20.05
20.21
24.54
27.97
2007
18.09
17.56
17.59
18.11
2006
17.13
17.08
16.77
16.60
106.80
106.25
92.77
71.35
67.58
the year
107.34
107.86
82.91
69.84
66.62
[A] Sterling equivalent.
CL ASS A A N D B ADSs
Q1
Q2
Q3
Q4
Total declared in
2010
0.84
0.84
0.84
0.84
2009
0.84
0.84
0.84
0.84
2008
0.80
0.80
0.80
0.80
2007
0.72
0.72
0.72
0.72
$
2006
0.63
0.63
0.63
0.65
respect of the year
3.36
3.36
3.20
2.88
2.54
Amount paid during
the year
3.36
3.32
3.12
2.81
2.45
90
Shell Annual Report and Form 20-F 2010
Additional shareholder information
High, low and year-end share prices
The following table shows the high, low and year-end prices for the
periods specified for the Company’s registered ordinary shares on the
principal trading markets:
(cid:2) of ¤0.07 nominal value on the London Stock Exchange;
(cid:2) of ¤0.07 nominal value on Euronext Amsterdam; and
(cid:2) of the ADSs on the New York Stock Exchange (ADSs do not have a
nominal value).
A N N U A L S HA R E PRI CE S
2006
2007
2008
2009
2010
2006
2007
2008
2009
2010
Q U ARTE R LY SH ARE PRI CE S
2009
Q1
Q2
Q3
Q4
2010
Q1
Q2
Q3
Q4
M ON T HLY SH ARE PRI CE S
2010
September
October
November
December
2011
January
February
Euronext Amsterdam
Class A shares
Year-end
Low
¤
24.32
23.72
16.25
15.27
19.53
¤
26.72
28.75
18.75
21.10
24.73
London Stock Exchange
Class B shares
Low
pence
1,686
1,600
1,223
1,315
1,550
Year-end
pence
1,790
2,090
1,726
1,812
2,115
High
¤
28.53
31.35
29.63
21.46
25.28
High
pence
2,071
2,173
2,245
1,897
2,149
New York Stock Exchange
Class A ADSs
Year-end
Low
$
60.17
62.71
41.62
38.29
49.16
$
70.79
84.20
52.94
60.11
66.78
New York Stock Exchange
Class B ADSs
Low
$
62.75
62.20
41.41
37.16
47.12
Year-end
$
71.15
83.00
51.43
58.13
66.67
High
$
72.38
88.31
88.73
63.75
68.54
High
$
74.93
87.94
87.54
62.26
68.32
Euronext
Amsterdam
Class A shares
Low
High
London
Stock Exchange
Class B shares
Low
High
¤
¤
pence
pence
New York
Stock Exchange
Class A ADSs
Low
High
$
$
New York
Stock Exchange
Class B ADSs
Low
High
$
$
20.95
19.97
20.20
21.46
22.06
23.84
22.77
25.28
15.27
15.93
16.56
18.92
19.53
20.01
19.73
22.09
1,854
1,755
1,783
1,897
1,887
1,998
1,892
2,149
1,315
1,368
1,424
1,679
1,632
1,615
1,550
1,855
Euronext
Amsterdam
Class A shares
Low
High
London
Stock Exchange
Class B shares
Low
High
¤
¤
pence
pence
22.77
23.38
24.25
25.28
25.91
26.74
20.93
22.09
23.02
23.23
24.88
25.03
1,892
2,017
2,071
2,149
2,202
2,260
1,666
1,855
1,905
1,917
2,084
2,087
56.07
56.12
59.75
63.75
62.69
63.10
61.57
68.54
38.29
41.42
46.20
55.22
53.23
49.99
49.16
60.02
New York
Stock Exchange
Class A ADSs
Low
High
$
$
61.57
65.06
68.54
67.30
71.25
73.84
54.42
60.46
60.02
61.90
65.30
67.50
54.77
57.63
58.15
62.26
60.71
61.10
59.82
68.32
37.16
40.80
46.40
53.73
51.32
48.17
47.12
59.07
New York
Stock Exchange
Class B ADSs
Low
High
$
$
59.82
65.82
68.32
67.07
70.69
73.71
52.58
59.07
59.53
61.60
65.64
67.38
Shell Annual Report and Form 20-F 2010
Additional shareholder information
91
Method of holding shares or an interest in
shares
There are several ways in which Royal Dutch Shell plc registered shares
or an interest in these shares can be held, including:
(cid:2) directly as registered shares in uncertificated form or in certificated
form in a shareholder’s own name;
(cid:2) indirectly through Euroclear Nederland (in respect of which the Dutch
Securities Giro Act (“Wet giraal effectenverkeer”) is applicable);
(cid:2) through the Royal Dutch Shell Corporate Nominee; and
(cid:2) as a direct or indirect holder of either a Class A ADS or a Class B ADS
with the Depositary.
American Depositary Shares
The Depositary is the registered shareholder of the shares underlying
the Class A or Class B American Depositary Shares (ADSs) and enjoys
the rights of a shareholder under the Articles of Association. Holders of
ADSs will not have shareholder rights. The rights of the holder of a
Class A ADS or Class B ADS are specified in the respective Depositary
agreements with the Depositary and are summarised below.
The Depositary will receive all cash dividends and other cash
distributions made on the deposited shares underlying the ADSs and,
where possible and on a reasonable basis, will distribute such
dividends and distributions to holders of ADSs. Rights to purchase
additional shares will also be made available to the Depositary who
may make such rights available to holders of ADSs. All other
distributions made on the Company’s shares will be distributed by the
Depositary in any means that the Depositary thinks is equitable and
practical. The Depositary may deduct its fees and expenses and the
amount of any taxes owed from any payments to holders and it may sell
a holder’s deposited shares to pay any taxes owed. The Depositary is
not responsible if it decides that it is unlawful or impractical to make a
distribution available to holders of ADSs.
The Depositary will notify holders of ADSs of shareholders’ meetings of
the Company and will arrange to deliver voting materials to such
holders of ADSs if requested by the Company. Upon request by a
holder, the Depositary will endeavour to appoint such holder as proxy
in respect of such holder’s deposited shares entitling such holder to
attend and vote at shareholders’ meetings. Holders of ADSs may also
instruct the Depositary to vote their deposited securities and the
Depositary will try, as far as practical and lawful, to vote deposited
shares in accordance with such instructions. The Company cannot
ensure that holders will receive voting materials or otherwise learn of
an upcoming shareholders’ meeting in time to ensure that holders can
instruct the Depositary to vote their shares.
Upon payment of appropriate fees, expenses and taxes,
(a) shareholders may deposit their shares with the Depositary and
receive the corresponding class and amount of ADSs and (b) holders of
ADSs may surrender their ADSs to the Depositary and have the
corresponding class and amount of shares credited to their account.
Further, subject to certain limitations, holders may, at any time, cancel
ADSs and withdraw their underlying shares or have the corresponding
class and amount of shares credited to their account. The Depositary
may also deliver ADSs prior to deposit of the underlying securities
subject to certain conditions, including, without limitation, that such
pre-released ADSs are fully collateralised and that the underlying
securities are assigned to and held for the account of the Depositary.
FEES PAID BY HOLDERS OF ADSs
The Depositary collects its fees for delivery and surrender of ADSs
directly from investors depositing shares or surrendering ADSs for the
purpose of withdrawal or from intermediaries acting for them. The
Depositary collects fees for making distributions to investors by
deducting those fees from the amounts distributed or by selling a
portion of distributable property to pay the fees. The Depositary may
generally refuse to provide fee-attracting services until its fees for those
services are paid. (See table below.)
REIMBURSEMENTS TO THE COMPAN Y
The Bank of New York Mellon, as Depositary, has agreed to reimburse
the Company for expenses it incurs that are related maintenance
expenses of the ADS programme. The Depositary has agreed to
reimburse the Company for its continuing annual stock exchange listing
fees. The Depositary has also agreed to pay certain legal expenses and
the standard out-of-pocket maintenance costs for the ADSs, which
consist of the expenses of postage and envelopes for mailing annual
and interim financial reports, printing and distributing dividend
cheques, electronic filing of US Federal tax information, mailing
required tax forms, stationery, postage, facsimile and telephone calls. It
has also agreed to reimburse the Company annually for certain costs
associated with the Annual General Meeting, investor relationship
programmes and special investor relations promotional activities. There
are limits on the amount of expenses for which the Depositary will
reimburse the Company, but the amount of reimbursement available to
the Company is not necessarily tied to the amount of fees the
Depositary collects from investors. From January 1, 2010, to
February 22, 2011, the Company received $2,508,005 from the
Depositary.
Scrip Dividend Programme
In September 2010, the Company introduced a Scrip Dividend
Programme which enables shareholders to increase their shareholding
by choosing to receive new shares instead of cash dividends if
declared by the Board. Only new Class A shares are issued under the
programme, including to shareholders who hold Class B shares. Full
details of the programme can be found at www.shell.com/dividend.
92
Shell Annual Report and Form 20-F 2010
Additional shareholder information
PE R SO N S DE PO SI TI N G OR W ITH DRAW I N G SH ARE S MU S T PAY:
FOR:
$5.00 or less per 100 ADSs (or portion of 100 ADSs)
Registration or transfer fees
Expenses of the Depositary
Taxes and other governmental charges the Depositary or the custodian has to pay
on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp
duty or withholding taxes
Issuance of ADSs, including those resulting from a distribution of shares, rights or
other property;
Cancellation of ADSs for the purpose of their withdrawal, including if the deposit
agreement terminates;
Distribution of securities to holders of deposited securities by the Depositary to
ADS registered holders.
Transfer and registration of shares on our share register to or from the name of the
Depositary or its agent when they deposit or withdraw shares.
Cable, telex and facsimile transmissions (when expressly provided in the deposit
agreement);
Converting foreign currency to US dollars.
As necessary.
When the programme was introduced, the Dividend Reinvestment Plans
(DRIPs) provided by Equiniti and Royal Bank of Scotland N.V. were
withdrawn; the dividend reinvestment feature of the plan provided by
The Bank of New York Mellon was likewise withdrawn. If shareholders
participated in one of these plans, they were not in most cases
automatically enrolled in the Scrip Dividend Programme and if they
wished to join the programme had in most cases to elect to do so.
subject to Dutch withholding tax at the rate of 15%. A US holder who is
entitled to the benefits of the 1992 Double Taxation Convention
between the USA and the Netherlands and as amended by the protocol
signed on March 8, 2004, (the Convention) will be entitled to a
reduction in the Dutch withholding tax, either by way of a full or a
partial exemption at source or by way of a partial refund or a credit as
follows:
Exchange controls and other limitations
affecting security holders
There is no legislative or other legal provision currently in force in
England, the Netherlands or arising under the Company’s Articles of
Association restricting remittances to non-resident holders of the
Company’s ordinary shares or affecting the import or export of capital
for use by the Company.
(cid:2) if the US holder is an exempt pension trust as described in article 35
of the Convention, or an exempt organisation as described in
article 36 thereof, the US holder will be exempt from Dutch
withholding tax; or
(cid:2) if the US holder is a company that holds directly at least 10% of the
voting power in the Company, the US holder will be subject to Dutch
withholding tax at a rate not exceeding 5%.
Taxation
GENERAL
The Company is incorporated in England and Wales and tax-resident in
the Netherlands. As a tax resident of the Netherlands, it is generally
required by Dutch law to withhold tax at a rate of 15% on dividends on
its ordinary shares and ADSs, subject to the provisions of any
applicable tax convention or domestic law. The following sets forth the
operation of the provisions on dividends on the Company’s various
ordinary shares and ADSs to US and UK holders, as well as certain
other tax rules pertinent to holders. Each holder should consult their tax
adviser.
DIVIDENDS PAID ON THE DIVIDEND ACCESS SHARE
There is no Dutch withholding tax on dividends on Class B shares or
Class B ADSs provided that such dividends are paid on the dividend
access share pursuant to the dividend access mechanism (see
“Dividend access mechanism for Class B shares” on pages 84–85).
Dividends paid on the dividend access share are treated as UK-source
for tax purposes and there is no UK withholding tax on them. Also,
under UK law, individual shareholders resident in the UK are entitled to
a UK tax credit with dividends paid on the dividend access share. The
amount of the UK tax credit is 10/90ths of the cash dividend; it is not
repayable when it exceeds the individual’s UK tax liability. In 2010, all
dividends with respect to Class B shares and Class B ADSs were paid
on the dividend access share pursuant to the dividend access
mechanism.
In general, the entire dividend (including any amount withheld) will be
dividend income to the US holder, and the withholding tax will be
treated as a foreign income tax that is eligible for credit against the US
holder’s income tax liability or a deduction subject to certain
limitations. A “US holder” includes, but is not limited to, a citizen or
resident of the USA, or a corporation or other entity organised under
the laws of the USA or any of its political subdivisions.
When Dutch withholding tax applies on dividends paid to UK-resident
holders (that is, dividends on Class A shares or Class A ADSs, or on
Class B shares or Class B ADSs that are not paid on the dividend access
share pursuant to the dividend access mechanism), the dividend will
typically be subject to withholding tax at a rate of 15%. Such UK holder
will be entitled to a credit (not repayable) for withholding tax against
their UK tax liability. However, from July 1, 2009, certain corporate
shareholders are, subject to conditions, exempt from UK tax on
dividends. Withholding tax suffered cannot be offset against such
exempt dividends. Pension funds meeting certain defined criteria can,
however, claim a full refund of the dividend tax withheld. Also, resident
corporate shareholders holding at least a 5% shareholding and
meeting other defined criteria are exempted at source from dividend
tax.
For shareholders who are resident in any other country, the availability
of a whole or partial exemption or refund of Dutch withholding tax is
governed by Dutch tax law and/or the tax convention, if any, between
the Netherlands and the country of the shareholder’s residence.
DUTCH WITHHOLDING TAX
When Dutch withholding tax applies on dividends paid to a US holder
(that is, dividends on Class A shares or Class A ADSs; or on Class B
shares or Class B ADSs that are not paid on the dividend access share
pursuant to the dividend access mechanism), the US holder will be
SCRIP DIVIDEND PROGRAMME
As mentioned on pages 57 and 91, in September 2010 the Company
introduced a Scrip Dividend Programme which enables shareholders to
increase their shareholding by choosing to receive new shares instead
of cash dividends if declared by the Board. Only new Class A shares
are issued under the programme, including to shareholders who hold
Class B shares.
CAPITAL GAINS TAX
For the purposes of UK capital gains tax, the market values of the
Company’s shares were:
Shell Annual Report and Form 20-F 2010
Additional shareholder information
93
The tax consequences of electing to receive new Class A shares in
place of a cash dividend will depend on individual circumstances.
Further details regarding the taxation consequences of the Scrip
Dividend Programme can be found at www.shell.com/dividend.
DUTCH CAPITAL GAINS TAX ATION
Capital gains on the sale of shares of a Dutch tax-resident company by
a US holder are generally not subject to taxation by the Netherlands
unless the US shareholder has a permanent establishment therein and
the capital gain is derived from the sale of shares that are part of the
business property of the permanent establishment.
DUTCH SUCCESSION DUTY AND GIFT TAX ES
Shares of a Dutch tax-resident company held by an individual who is
not a resident or a deemed resident of the Netherlands will generally
not be subject to succession duty in the Netherlands on the individual’s
death unless the shares are part of the business property of a permanent
establishment situated in the Netherlands.
A gift of shares of a Dutch tax-resident company by an individual, who
is not a resident or deemed a resident of the Netherlands, is generally
not subject to Dutch gift tax.
U K STAMP DUTY AND STAMP DUTY RESERVE TAX
Sales or transfers of the Company’s ordinary shares within a clearance
service (such as Euroclear Nederland) or of the Company’s ADSs within
the ADS depositary receipts system will not give rise to a stamp duty
reserve tax (SDRT) liability and should not in practice require the
payment of UK stamp duty.
The transfer of the Company’s ordinary shares to a clearance service
(such as Euroclear Nederland) or to an issuer of depositary shares
(such as ADSs) will generally give rise to a UK stamp duty or SDRT
liability at the rate of 1.5% of consideration given or, if none, of the
value of the shares. A sale of the Company’s ordinary shares that are
not held within a clearance service (for example, settled through the
UK’s CREST system of paperless transfers) will generally be subject to
UK stamp duty or SDRT at the rate of 0.5% of the amount of the
consideration, normally paid by the purchaser.
HI S TO RI CA L I N F O RMAT IO N RE L AT I N G TO:
£
March 31, 1982
July 20, 2005
Royal Dutch Petroleum Company
(N.V. Koninklijke Nederlandsche
Petroleum Maatschappij) which ceased
to exist on December 21, 2005
1.1349
17.6625
Share prices have been restated where
necessary to reflect all capitalisation
issues since the relevant date. This
includes the change in the capital
structure following the Unification of
Royal Dutch and Shell Transport where
one Royal Dutch share was exchanged
for two Royal Dutch Shell plc Class A
shares
The “Shell” Transport and Trading
Company, p.l.c
which delisted on July 19, 2005
1.4502
Not applicable
Share prices have been restated where
necessary to reflect all capitalisation
issues since the relevant date. This
includes the change in the capital
structure following the Unification of
Royal Dutch and Shell Transport where
one Shell Transport share was
exchanged for 0.287333066 Royal
Dutch Shell plc Class B shares
94
Shell Annual Report and Form 20-F 2010
Additional shareholder information
F I N A N CI A L CA L E N D A R
Financial year ends
Announcements
Full year results for 2010
First quarter results for 2011
Second quarter results for 2011
Third quarter results for 2011
Dividend timetable [A]
2010 Fourth quarter interim [B]
Announced
Ex-dividend date
Record date
Scrip Reference Price announcement date
Closing date for scrip election and currency
election [C]
Euro and sterling equivalents announcement date
Payment date
2011 First quarter interim
Announced
Ex-dividend date
Record date
Scrip Reference Price announcement date
Closing date for scrip election and currency
election [C]
Euro and sterling equivalents announcement date
Payment date
2011 Second quarter interim
Announced
Ex-dividend date
Record date
Scrip Reference Price announcement date
Closing date for scrip election and currency
election [C]
Euro and sterling equivalents announcement date
Payment date
2011 Third quarter interim
Announced
Ex-dividend date
Record date
Scrip Reference Price announcement date
Closing date for scrip election and currency
election [C]
Euro and sterling equivalents announcement date
Payment date
December 31, 2010
February 3, 2011
April 28, 2011
July 28, 2011
October 27, 2011
February 3, 2011
February 9, 2011
February 11, 2011
February 16, 2011
February 25, 2011
March 4, 2011
March 25, 2011
April 28, 2011
May 11, 2011
May 13, 2011
May 18, 2011
May 27, 2011
June 3, 2011
June 27, 2011
July 28, 2011
August 3, 2011
August 5, 2011
August 10, 2011
August 19, 2011
August 26, 2011
September 19, 2011
October 27, 2011
November 2, 2011
November 4, 2011
November 9, 2011
November 18, 2011
November 25, 2011
December 16, 2011
Annual General Meeting
May 17, 2011
[A] This timetable is the intended timetable as announced on October 28, 2010.
[B] The Directors do not propose to recommend any further distribution in respect
of 2010.
[C] Different scrip and dividend currency election dates may apply to
shareholders holding shares in a securities account with a bank or other
financial institution ultimately holding through Euroclear Nederland. Such
shareholders can obtain the applicable deadlines from their broker, financial
intermediary, bank or other financial institution where they hold their
securities account. A different scrip election date may also apply to registered
and non-registered ADS holders. Registered ADS holders can contact The
Bank of New York Mellon for the applicable deadline. Non-registered ADS
holders can contact their broker, financial intermediary, bank or other
financial institution for the applicable election deadline.
REPORT ON THE ANNUAL
REPORT AND ACCOUNTS
In our opinion the Consolidated Financial Statements comply with IFRSs
as issued by the IASB.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES
Shell Annual Report and Form 20-F 2010
Report on the Annual Report and Accounts
95
ACT 2006
In our opinion:
(cid:2) the information given in the Report of the Directors for the financial
year for which the Consolidated Financial Statements are prepared is
consistent with the Consolidated Financial Statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
We have nothing to report in respect of the following:
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
(cid:2) certain disclosures of Directors’ remuneration specified by law are not
made; or
(cid:2) we have not received all the information and explanations we require
for our audit.
Under the Listing Rules we are required to review:
(cid:2) the Directors’ statement, set out on page 81, in relation to going
concern;
(cid:2) the part of the Corporate Governance Statement relating to the
Company’s compliance with the nine provisions of the June 2008
Combined Code specified for our review; and
(cid:2) certain elements of the report to shareholders by the Board on
Directors’ remuneration.
OTHER MATTER
We have reported separately on the Parent Company Financial
Statements of Royal Dutch Shell plc for the year ended December 31,
2010, and on the information in the Directors’ Remuneration Report
that is described as having been audited.
Stephen Johnson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
March 9, 2011
Note:
(cid:2) The maintenance and integrity of the Royal Dutch Shell plc website
(www.shell.com) are the responsibility of the Directors; the work
carried out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the Consolidated Financial
Statements since they were initially presented on the website.
(cid:2) Legislation in the United Kingdom governing the preparation and
dissemination of consolidated financial statements may differ from
legislation in other jurisdictions.
Independent auditors’ report to the members of
Royal Dutch Shell plc
We have audited the Consolidated Financial Statements of Royal Dutch
Shell plc (the “Company”) and its subsidiaries (collectively, the
“Group”) for the year ended December 31, 2010, which comprise the
Consolidated Statement of Income, the Consolidated Statement of
Comprehensive Income, the Consolidated Balance Sheet, the
Consolidated Statement of Changes in Equity, the Consolidated
Statement of Cash Flows and the related Notes. The financial reporting
framework that has been applied in their preparation is applicable law
and International Financial Reporting Standards (IFRSs) as adopted by
the European Union.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of the Directors’ responsibilities
in respect of the preparation of the financial statements set out on
page 58, the Directors are responsible for the preparation of the
Consolidated Financial Statements and for being satisfied that they
give a true and fair view. Our responsibility is to audit and express an
opinion on the Consolidated Financial Statements in accordance with
applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for
the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and
disclosures in the Consolidated Financial Statements sufficient to give
reasonable assurance that the Consolidated Financial Statements are
free from material misstatement, whether caused by fraud or error. This
includes an assessment of: whether the accounting policies are
appropriate to the Group’s circumstances and have been consistently
applied and adequately disclosed; the reasonableness of significant
accounting estimates made by the Directors; and the overall
presentation of the Consolidated Financial Statements.
OPINION ON FINANCIAL STATEMEN TS
In our opinion the Consolidated Financial Statements:
(cid:2) give a true and fair view of the state of the Group’s affairs as at
December 31, 2010, and of its income and cash flows for the year
then ended;
(cid:2) have been properly prepared in accordance with IFRSs as adopted by
the European Union; and
(cid:2) have been prepared in accordance with the requirements of the
Companies Act 2006 and Article 4 of the lAS Regulation.
SEPARATE OPINION IN RELATION TO IFRSs AS ISSUED BY THE IASB
As explained in Note 1 to the Consolidated Financial Statements, the
Group in addition to complying with its legal obligation to apply IFRSs
as adopted by the European Union, has also applied IFRSs as issued by
the International Accounting Standards Board (IASB).
96
Shell Annual Report and Form 20-F 2010
Report on the Annual Report on Form 20-F
REPORT ON THE ANNUAL
REPORT ON FORM 20-F
Report of independent registered public
accounting firm
TO THE BOARD OF DIRECTORS AND ROYAL DUTCH SHELL PLC
SHAREHOLDERS
In our opinion, the accompanying Consolidated Statement of Income,
the Consolidated Statement of Comprehensive Income, the
Consolidated Balance Sheet, the Consolidated Statement of Changes
in Equity, the Consolidated Statement of Cash Flows and the related
Notes to the Consolidated Financial Statements present fairly, in all
material respects, the financial position of Royal Dutch Shell plc (the
“Company”) and its subsidiaries at December 31, 2010, and
December 31, 2009, and the results of their operations and cash flows
for each of the three years in the period ended December 31, 2010, in
conformity with International Financial Reporting Standards as issued
by the International Accounting Standards Board and in conformity
with International Financial Reporting Standards as adopted by the
European Union. Also in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as
of December 31, 2010, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The Company’s
management is responsible for these Consolidated Financial
Statements, for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in Management’s Report on Internal
Control over Financial Reporting of Shell set out on page 83. Our
responsibility is to express opinions on these Consolidated Financial
Statements and on the Company’s internal control over financial
reporting based on our integrated audits. We conducted our audits in
accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether
the Consolidated Financial Statements are free of material misstatement
and whether effective internal control over financial reporting was
maintained in all material respects. Our audits of the Consolidated
Financial Statements included examining, on a test basis, evidence
supporting the amounts and disclosures in the Consolidated Financial
Statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis
for our opinions.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the Consolidated
Financial Statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
PricewaterhouseCoopers LLP
London
March 9, 2011
Note that the report set out above is included for the purposes of Royal
Dutch Shell plc’s Annual Report on Form 20-F for 2010 only and does
not form part of Royal Dutch Shell plc’s Annual Report and Accounts for
2010.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements
97
INDEX TO THE CONSOLIDATED
FINANCIAL STATEMENTS
98
98
99
100
101
102
102
102
107
109
109
109
110
113
113
115
117
117
118
118
118
119
122
124
126
127
128
128
128
133
135
136
137
137
137
138
Consolidated Statement of Income
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements
Note 1 Basis of preparation
Note 2 Accounting policies
Note 3 Key accounting estimates and judgements
Note 4 Interest and other income
Note 5 Interest expense
Note 6 Employees, Directors and Senior Management
Note 7 Segment information
Note 8 Intangible assets
Note 9 Property, plant and equipment
Note 10 Associated companies and joint ventures
Note 11 Investments in securities
Note 12 Other non-current assets
Note 13 Inventories
Note 14 Accounts receivable
Note 15 Cash and cash equivalents
Note 16 Debt and lease arrangements
Note 17 Taxation
Note 18 Retirement benefits
Note 19 Other provisions
Note 20 Other non-current liabilities
Note 21 Accounts payable and accrued liabilities
Note 22 Ordinary share capital
Note 23 Financial instruments and other derivative contracts
Note 24 Share-based compensation plans and shares held in trust
Note 25 Other reserves
Note 26 Dividends
Note 27 Legal proceedings
Note 28 Audit fee
Note 29 Earnings per share
Note 30 Post-balance sheet events
98
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements
CO N S OL I D ATE D STATE ME N T O F I N CO ME
Revenue
Share of profit of equity-accounted investments
Interest and other income
Total revenue and other income
Purchases
Production and manufacturing expenses
Selling, distribution and administrative expenses
Research and development
Exploration
Depreciation, depletion and amortisation
Interest expense
Income before taxation
Taxation
Income for the period
Income attributable to non-controlling interest
Income attributable to Royal Dutch Shell plc shareholders
All results are from continuing activities.
E A RN I N G S PE R SH ARE
Basic earnings per share
Diluted earnings per share
CO N S OL I D ATE D STATE ME N T O F CO MPRE H E N S IV E I N CO ME
Income for the period
Other comprehensive income, net of tax:
Currency translation differences
Unrealised (losses)/gains on securities
Cash flow hedging (losses)/gains
Share of other comprehensive income/(loss) of equity-accounted investments
Other comprehensive income/(loss) for the period
Comprehensive income for the period
Comprehensive income/(loss) attributable to non-controlling interest
Comprehensive income attributable to Royal Dutch Shell plc shareholders
NOTES
10
4
5
17
NOTES
29
29
NOTES
25
2010
368,056
5,953
4,143
378,152
283,176
24,458
15,528
1,019
2,036
15,595
996
35,344
14,870
20,474
347
20,127
2009
278,188
4,976
1,965
285,129
203,075
25,301
17,430
1,125
2,178
14,458
542
21,020
8,302
12,718
200
12,518
2010
3.28
3.28
2009
2.04
2.04
2010
20,474
(142)
(298)
(2)
488
46
20,520
389
20,131
2009
12,718
6,490
(143)
324
4
6,675
19,393
252
19,141
$ MILLION
2008
458,361
7,446
5,133
470,940
359,587
25,565
16,906
1,230
1,995
13,656
1,181
50,820
24,344
26,476
199
26,277
$
2008
4.27
4.26
$ MILLION
2008
26,476
(12,087)
706
(7)
(2)
(11,390)
15,086
(142)
15,228
The Notes on pages 102 to 138 are an integral part of these Consolidated Financial Statements.
CO N S OL I D ATE D B A L AN CE S HE E T
NOTES
Dec 31, 2010
Dec 31, 2009
$ MILLION
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements
99
8
9
10
11
17
18
12
13
14
15
16
17
18
19
20
16
21
17
18
19
22
24
25
5,039
142,705
33,414
3,809
5,361
10,368
8,970
209,666
29,348
70,102
13,444
112,894
322,560
34,381
13,388
5,924
14,285
4,250
72,228
9,951
76,550
10,306
377
3,368
100,552
172,780
529
(2,789)
10,094
140,179
148,013
1,767
149,780
322,560
5,356
131,619
31,175
3,874
4,533
10,009
9,158
195,724
27,410
59,328
9,719
96,457
292,181
30,862
13,838
5,923
14,048
4,586
69,257
4,171
67,161
9,189
461
3,807
84,789
154,046
527
(1,711)
9,982
127,633
136,431
1,704
138,135
292,181
Assets
Non-current assets
Intangible assets
Property, plant and equipment
Equity-accounted investments
Investments in securities
Deferred tax
Prepaid pension costs
Other
Current assets
Inventories
Accounts receivable
Cash and cash equivalents
Total assets
Liabilities
Non-current liabilities
Debt
Deferred tax
Retirement benefit obligations
Other provisions
Other
Current liabilities
Debt
Accounts payable and accrued liabilities
Taxes payable
Retirement benefit obligations
Other provisions
Total liabilities
Equity
Ordinary share capital
Shares held in trust
Other reserves
Retained earnings
Equity attributable to Royal Dutch Shell plc shareholders
Non-controlling interest
Total equity
Total liabilities and equity
/s/ Simon Henry
Simon Henry
Chief Financial Officer, for and on behalf of the Board of Directors
March 9, 2011
The Notes on pages 102 to 138 are an integral part of these Consolidated Financial Statements.
100
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements
CO N S OL I D ATE D STATE ME N T O F CH A N G E S I N E QU I T Y
$ MILLION
Equity attributable to Royal Dutch Shell plc shareholders
At January 1, 2010
Comprehensive income for the period
Capital contributions from, and other changes in,
non-controlling interest
Dividends paid (see Note 26)
Scrip dividends (see Note 26)
Shares held in trust: net sales and dividends received
Share-based compensation
At December 31, 2010
At January 1, 2009
Comprehensive income for the period
Capital contributions from, and other changes in,
non-controlling interest
Dividends paid (see Note 26)
Shares held in trust: net sales and dividends received
Share-based compensation
At December 31, 2009
At January 1, 2008
Comprehensive income for the period
Capital contributions from, and other changes in,
non-controlling interest
Dividends paid (see Note 26)
Repurchases of shares
Shares held in trust: net sales and dividends received
Share-based compensation
At December 31, 2008
Ordinary
share capital
Shares
held in
trust
Other
reserves
(see Note 22)
527
–
(see Note 24)
(1,711)
–
(see Note 25)
9,982
4
–
–
2
–
–
529
527
–
–
–
–
–
527
536
–
–
–
(9)
–
–
527
–
–
–
(1,078)
–
(2,789)
(1,867)
–
–
–
156
–
(1,711)
(2,392)
–
–
–
–
525
–
(1,867)
–
–
(2)
–
110
10,094
3,178
6,623
–
–
–
181
9,982
14,148
(11,049)
–
–
9
–
70
3,178
Retained
earnings
127,633
20,127
283
(10,196)
612
1,521
199
140,179
125,447
12,518
3
(10,526)
–
191
127,633
111,668
26,277
58
(9,516)
(3,082)
–
42
125,447
Non-
controlling
interest
1,704
389
69
(395)
–
–
–
1,767
1,581
252
62
(191)
–
–
1,704
2,008
(142)
40
(325)
–
–
–
1,581
Total
136,431
20,131
283
(10,196)
612
443
309
148,013
127,285
19,141
3
(10,526)
156
372
136,431
123,960
15,228
58
(9,516)
(3,082)
525
112
127,285
Total
equity
138,135
20,520
352
(10,591)
612
443
309
149,780
128,866
19,393
65
(10,717)
156
372
138,135
125,968
15,086
98
(9,841)
(3,082)
525
112
128,866
The Notes on pages 102 to 138 are an integral part of these Consolidated Financial Statements.
CO N S OL I D ATE D STATE ME N T O F CA SH FL OW S
Cash flow from operating activities
Income for the period
Adjustment for:
Current taxation
Interest expense (net)
Depreciation, depletion and amortisation
Net gains on sale of assets
(Increase)/decrease in inventories
(Increase)/decrease in accounts receivable
Increase/(decrease) in accounts payable and accrued liabilities
Share of profit of equity-accounted investments
Dividends received from equity-accounted investments
Deferred taxation and other provisions
Other
Net cash from operating activities (pre-tax)
Taxation paid
Net cash from operating activities
Cash flow from investing activities
Capital expenditure
Investments in equity-accounted investments
Proceeds from sale of assets
Proceeds from sale of equity-accounted investments
(Additions to)/proceeds from sale of securities
Interest received
Net cash used in investing activities
Cash flow from financing activities
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements
101
2010
2009
$ MILLION
2008
20,474
12,718
26,476
16,384
842
15,595
(3,276)
(2,888)
(11,931)
8,890
(5,953)
6,519
(1,934)
(10)
42,712
(15,362)
27,350
(26,940)
(2,050)
3,325
3,591
(34)
136
(21,972)
9,297
1,247
14,458
(781)
(7,138)
23,679
(18,872)
(4,976)
4,903
(1,925)
(1,879)
30,731
(9,243)
21,488
(26,516)
(2,955)
1,325
1,633
(105)
384
(26,234)
24,452
1,039
13,656
(4,071)
8,025
(11,160)
11,070
(7,446)
9,325
(1,030)
(549)
69,787
(25,869)
43,918
(35,065)
(1,885)
4,737
2,062
224
1,012
(28,915)
Net increase/(decrease) in debt with maturity period within three months
Other debt:
4,647
(6,507)
4,161
New borrowings
Repayments
Interest paid
Change in non-controlling interest
Dividends paid to:
Royal Dutch Shell plc shareholders
Non-controlling interest
Repurchases of shares
Shares held in trust: net sales and dividends received
Net cash used in financing activities
Currency translation differences relating to cash and cash equivalents
Increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
7,849
(3,240)
(1,312)
381
(9,584)
(395)
–
187
(1,467)
(186)
3,725
9,719
13,444
19,742
(2,534)
(902)
62
(10,526)
(191)
–
27
(829)
106
(5,469)
15,188
9,719
3,555
(2,890)
(1,371)
40
(9,516)
(325)
(3,573)
525
(9,394)
(77)
5,532
9,656
15,188
The Notes on pages 102 to 138 are an integral part of these Consolidated Financial Statements.
102
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1 BASIS OF PREPARATION
The Consolidated Financial Statements of Royal Dutch Shell plc (the Company) and its subsidiaries (collectively known as “Shell”) have been
prepared in accordance with the provisions of the Companies Act 2006, Article 4 of the International Accounting Standards (IAS) Regulation and
with International Financial Reporting Standards (IFRS) as adopted by the European Union. As applied to Shell, there are no material differences
from IFRS as issued by the International Accounting Standards Board (IASB), therefore the Consolidated Financial Statements have been prepared
in accordance with IFRS as issued by the IASB.
The accounting policies set out in Note 2 below have been consistently applied in all periods presented. Certain pronouncements were adopted for
the first time in 2010 and others have been issued but are not yet required to be adopted; Note 2 discusses pronouncements that have been
adopted in 2010 and any that may have a future impact on these policies but have not yet been adopted.
The Consolidated Financial Statements have been prepared under the historical cost convention as modified by the revaluation of certain financial
assets and liabilities and other derivative contracts.
The preparation of financial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to
exercise its judgement in the process of applying Shell’s accounting policies. The key accounting estimates and judgements are explained in Note 3
below. Actual results could differ from those estimates.
The Consolidated Financial Statements were approved and authorised for issue by the Board of Directors on March 9, 2011.
2 ACCOUNTING POLICIES
Nature of the Consolidated Financial Statements
The Consolidated Financial Statements are presented in US dollars (dollars) and include the financial statements of the Company and its
subsidiaries, being those companies over which the Company, either directly or indirectly, has control through a majority of the voting rights or the
right to exercise control or to obtain the majority of the benefits and be exposed to the majority of the risks.
Subsidiaries are consolidated from the date on which control is obtained until the date that such control ceases, using consistent accounting
policies. All inter-company balances and transactions, including unrealised profits arising from such transactions, are eliminated. Unrealised losses
are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Non-controlling interest represents the
proportion of income, other comprehensive income and net assets in subsidiaries that is not held by Shell.
Nature of operations and segmental reporting
Shell is engaged in the principal aspects of the oil and gas industry in over 90 countries and reports its business through three segments. Upstream
combines the operating segments Upstream International and Upstream Americas, which have similar characteristics and are engaged in
searching for and recovering crude oil and natural gas; the liquefaction and transportation of gas; the extraction of bitumen from oil sands that is
converted into synthetic crude oil; and wind energy. Downstream is engaged in manufacturing; distribution and marketing activities for oil products
and chemicals; in alternative energy (excluding wind); and CO2 management. Corporate represents the key support functions, comprising
holdings and treasury, headquarters, central functions and Shell’s self-insurance activities. Integrated within the Upstream and Downstream
segments are Shell’s trading activities. Sales between segments are based on prices generally equivalent to commercially available prices.
With effect from 2010, Downstream segment earnings are presented on a current cost of supplies basis (CCS earnings). On this basis, the purchase
price of volumes sold during the period is based on the estimated current cost of supplies during the same period after making allowance for the
estimated tax effect. CCS earnings therefore exclude the effect of changes in the oil price on inventory carrying amounts. Previously, Downstream
segment earnings were presented applying the first-in, first-out (FIFO) method of inventory accounting. Also with effect from 2010, net capital
investment information is presented as measured based on capital expenditure as reported in the Consolidated Statement of Cash Flows, adjusted
for: proceeds from disposals; exploration expenses excluding exploration wells written off; investments in equity-accounted investments; and leases
and other items. CCS earnings and net capital investment information have become the dominant measures used by the Chief Executive Officer for
the purposes of making decisions about allocating resources and assessing performance; the disclosure of CCS earnings information is also more
closely aligned with industry practice. Comparative segment information is consistently presented (refer to Note 7).
Revenue recognition
Revenue from sales of oil, natural gas, chemicals and all other products is recognised at the fair value of consideration received or receivable, after
deducting sales taxes, excise duties and similar levies, when the significant risks and rewards of ownership have been transferred, which is when
title passes to the customer. For sales by Upstream operations, this generally occurs when product is physically transferred into a vessel, pipe or
other delivery mechanism. For sales by refining operations, it is either when product is placed onboard a vessel or offloaded from the vessel,
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
103
[Note 2 continued]
depending on the contractually agreed terms. For wholesale sales of oil products and chemicals it is either at the point of delivery or the point of
receipt, depending on contractual conditions.
Revenue resulting from the production of oil and natural gas from properties in which Shell has an interest with other producers is recognised on the
basis of Shell’s working interest (entitlement method). Gains and losses on derivative contracts and the revenue and costs associated with other
contracts that are classified as held for trading purposes are reported on a net basis in the Consolidated Statement of Income. Purchases and sales
of hydrocarbons under exchange contracts that are necessary to obtain or reposition feedstock for Shell’s refinery operations are presented net in
the Consolidated Statement of Income.
Property, plant and equipment and intangible assets
A – RECOGNITION
Property, plant and equipment, including expenditure on major inspections, and intangible assets are initially recognised in the Consolidated
Balance Sheet at cost where it is probable that they will generate future economic benefits. This includes capitalisation of decommissioning and
restoration costs associated with provisions for asset retirement (see “Provisions”), certain development costs (see “Research and development”)
and the effects of associated cash flow hedges (see “Derivative contracts”) as applicable. The accounting for exploration costs is described
separately below (see “Exploration costs”). Intangible assets include goodwill, capitalised software costs and trademarks. Interest is capitalised, as
an increase in property, plant and equipment, on major capital projects during construction.
Property, plant and equipment and intangible assets are subsequently carried at cost less accumulated depreciation, depletion and amortisation
(including any impairment). Gains and losses on disposals are determined by comparing disposal proceeds with the carrying amounts of assets
sold and recognised in income, within interest and other income.
B – DEPRECIATION, DEPLETION AND AMORTISATION
Property, plant and equipment related to hydrocarbon production activities are depreciated on a unit-of-production basis over the proved
developed reserves of the field concerned, except in the case of assets whose useful life differs from the lifetime of the field, in which case the
straight-line method is applied. Rights and concessions are depleted on the unit-of-production basis over the total proved reserves of the relevant
area. Where individually insignificant, unproved properties may be grouped and amortised based on factors such as the average concession term
and past experience of recognising proved reserves.
Other property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives, which is generally 30 years for
upgraders, 20 years for refineries and chemical plants and 15 years for retail service station facilities. Major inspection costs are amortised over
the estimated period before the next planned major inspection (three to five years). Property, plant and equipment held under finance leases are
depreciated over the lease term.
Goodwill is not amortised. Other intangible assets are amortised on a straight-line basis over their estimated useful lives which is generally
five years for software and up to 40 years for other assets.
Estimates of the useful lives and residual values of property, plant and equipment and intangible assets are reviewed annually and adjusted if
appropriate.
C – IMPAIRMENT
Other than properties with no proved reserves (where the basis for carrying costs in the Consolidated Balance Sheet is explained under
“Exploration costs”), the carrying amounts of goodwill are tested for impairment annually, while all assets are tested for impairment whenever
events or changes in circumstances indicate that the carrying amounts for those assets may not be recoverable. If assets are determined to be
impaired, the carrying amounts of those assets are written down to their recoverable amount, which is the higher of fair value less costs to sell and
value-in-use.
Value-in-use is determined as the amount of estimated risk-adjusted discounted future cash flows. For this purpose, assets are grouped into cash-
generating units based on separately identifiable and largely independent cash inflows. Estimates of future cash flows used in the evaluation of
impairment of assets are made using management’s forecasts of commodity prices, market supply and demand, product margins and, in the case of
oil and gas properties, expected production volumes. The latter takes into account assessments of field and reservoir performance and includes
expectations about proved and unproved volumes, which are risk-weighted utilising geological, production, recovery and economic projections.
Cash flow estimates are risk-adjusted to reflect local conditions as appropriate and discounted at a rate based on Shell’s marginal cost of debt.
Impairments, except those related to goodwill, are reversed as applicable to the extent that the events or circumstances that triggered the original
impairment have changed.
Impairment charges and reversals are reported within depreciation, depletion and amortisation.
On reclassification as held for sale, the carrying amounts of intangible assets and property, plant and equipment are also reviewed and, where
appropriate, written down to their fair value less costs to sell. No further provision for depreciation, depletion or amortisation is charged.
104
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 2 continued]
Exploration costs
Shell follows the successful efforts method of accounting for oil and natural gas exploration costs. Exploration costs are recognised in income when
incurred, except that exploratory drilling costs are included in property, plant and equipment, pending determination of proved reserves.
Exploration costs capitalised in respect of exploration wells that are more than 12 months old are written off unless (a) proved reserves are booked,
or (b) (i) they have found commercially producible quantities of reserves, and (ii) they are subject to further exploration or appraisal activity in that
either drilling of additional exploratory wells is underway or firmly planned for the near future or other activities are being undertaken to sufficiently
progress the assessing of reserves and the economic and operating viability of the project.
Associated companies and joint ventures
Investments in companies over which Shell has the right to exercise significant influence but not control are classified as associated companies and
are accounted for using the equity method. Under the equity method, the investment is initially recognised at cost and subsequently adjusted for the
Shell share of post-acquisition income less dividends received, together with any loans of a long-term investment nature. Shell has joint venture
interests in jointly controlled entities and jointly controlled assets. Interests in jointly controlled entities are also recognised using the equity method.
Interests in jointly controlled assets are recognised by including the Shell share of assets, liabilities, income and expenses on a line-by-line basis.
Where necessary, adjustments are made to the financial statements of associated companies and joint ventures to bring the accounting policies
used into line with those of Shell. Unrealised gains on transactions between Shell and its associated companies and joint ventures are eliminated to
the extent of Shell’s interest in them. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset
transferred.
Inventories
Inventories are stated at cost to Shell or net realisable value, whichever is lower. Cost comprises direct purchase costs (including transportation),
cost of production and manufacturing and taxes, and is determined using the first-in, first-out (FIFO) method for oil and chemicals and by the
weighted average cost method for materials.
Income taxes
The charge for current tax is calculated based on the income reported by the Company and its subsidiaries, as adjusted for items that are non-
taxable or disallowed and using rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxation is determined, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their
carrying amounts in the Consolidated Balance Sheet.
Deferred tax assets and liabilities are calculated using the enacted or substantively enacted rates that are expected to apply when the asset or
liability is recovered. They are not recognised where they arise on the initial recognition of an asset or liability in a transaction (other than in a
business combination) that, at the time of the transaction, affects neither accounting nor taxable profit, or in respect of taxes on possible future
distributions of retained earnings of subsidiaries and equity-accounted investments where the timing of the distribution can be controlled by Shell
and it is probable that the retained earnings will be reinvested by the companies concerned.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary
differences can be utilised.
Income taxes are recognised in income except when they relate to items recognised in other comprehensive income, in which case the tax is also
recognised in other comprehensive income. Income tax assets and liabilities are presented separately in the Consolidated Balance Sheet except
where there is a right of set-off within fiscal jurisdictions and an intention to settle such balances on a net basis.
Employee benefits
A – EMPLOYEE RETIREMENT PLANS (PENSIONS)
Retirement plans that define the amount of pension benefit to be provided (“defined benefit plans”) generally are funded by payments to
independent trusts. Where a plan is not funded, a provision is made. Valuations of both funded and unfunded plans are carried out annually by
independent actuaries, using the projected unit credit method to calculate the defined benefit obligation. Pension cost primarily represents the
increase in the actuarial present value of the obligation for pension benefits based on employee service during the year and the interest on this
obligation in respect of employee service in previous years, net of the expected return on plan assets.
Actuarial gains and losses are accounted for using the corridor method. Under this method, to the extent that any cumulative unrecognised actuarial
gain or loss exceeds 10% of the greater of the present value of the defined benefit obligation and the fair value of plan assets, that excess is
recognised in income over the expected average remaining working lives of the employees participating in the plan. Otherwise, the actuarial gain
or loss is not recognised.
For retirement plans where benefits depend solely on the amount contributed to the employee’s account and the investment returns earned on these
contributions (“defined contribution plans”), pension cost is the amount of employer contributions payable for the period.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
105
[Note 2 continued]
B – RETIREMENT BENEFITS OTHER THAN PENSIONS
Retirement healthcare and life insurance benefits are provided to certain retirees, the entitlement to which is usually dependant upon the employee
remaining in service up to retirement age and the completion of a minimum service period. These plans are not funded and a provision is made.
Valuations of benefits are carried out annually by independent actuaries, using the projected unit credit method to calculate the defined benefit
obligation.
The expected costs of retirement benefits other than pensions are accrued over the periods employees render service to Shell. Actuarial gains and
losses are accounted for using the corridor method, as described above.
C – SHARE-BASED COMPENSATION PLANS
The fair value of share-based compensation for the Performance Share Plan (the main equity-settled plan) is estimated using a Monte Carlo pricing
model and is recognised in income from the date of grant over the vesting period with a corresponding increase directly in equity. The periodic
change in the fair value of share-based compensation for cash-settled plans (which are those with stock appreciation rights and which are measured
by reference to the Company’s share price) is recognised in income with a corresponding change in liabilities.
Leases
Agreements under which payments are made to owners in return for the right to use an asset for a period are accounted for as leases. Leases that
transfer substantially all the risks and rewards of ownership are recognised at the commencement of the lease term as finance leases within
property, plant and equipment and debt at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments.
Finance lease payments are apportioned between interest expense and repayments of debt. All other leases are recorded as operating leases, and
the costs are recognised in income on a straight-line basis.
Financial instruments and other derivative contracts
A – FINANCIAL ASSETS
Investments in securities
Investments in securities (also referred to as “securities”) comprise equity and debt securities classified on initial recognition as available-for-sale
and are carried at fair value, except where their fair value cannot be measured reliably, in which case they are carried at cost, less any impairment.
Unrealised holding gains and losses other than impairments are recognised in other comprehensive income, except for translation differences
arising on foreign currency debt securities, which are recognised in income. On maturity or disposal, net gains and losses previously deferred in
accumulated other comprehensive income are recognised in income.
Interest income on debt securities is recognised in income using the effective interest method. Dividends on equity securities are recognised in
income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand, including offsetting bank overdrafts, short-term deposits and money market funds
and similar instruments that mainly have a maturity of three months or less at the date of acquisition.
Receivables
Receivables are recognised initially at fair value based on amounts exchanged and subsequently at amortised cost less any impairment.
B – FINANCIAL LIABILITIES
Debt and accounts payable are recognised initially at fair value based on amounts exchanged, net of transaction costs, and subsequently at
amortised cost, except for fixed rate debt subject to fair value hedging, which is remeasured for the hedged risk (see “Derivative contracts”).
Interest expense on debt is accounted for using the effective interest method and, other than interest capitalised, is recognised in income.
C – DERIVATIVE CONTRACTS
Shell uses derivatives in the management of interest rate risk, foreign currency risk and commodity price risk, and in the management of foreign
currency cash balances. These derivative contracts are recognised at fair value.
Those derivatives qualifying and designated as hedges are either: (i) a “fair value” hedge of the change in fair value of a recognised asset or
liability or an unrecognised firm commitment, or (ii) a “cash flow” hedge of the change in cash flows to be received or paid relating to a recognised
asset or liability or a highly probable forecasted transaction.
A change in the fair value of a hedging instrument designated as a fair value hedge is recognised in income, together with the consequential
adjustment to the carrying amount of the hedged item. The effective portion of a change in fair value of a derivative designated as a cash flow
hedge is recognised in other comprehensive income until the hedged transaction occurs; any ineffective portion is recognised in income. Where the
hedged item is a non-financial asset or liability, the amount in accumulated other comprehensive income is transferred to the initial carrying amount
of the asset or liability; for other hedged items, the amount in accumulated other comprehensive income is recognised in income when the hedged
transaction affects income.
106
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 2 continued]
All relationships between hedging instruments and hedged items are documented, as well as risk management objectives and strategies for
undertaking hedge transactions. The effectiveness of a hedge is also continually assessed and, when it ceases, hedge accounting is discontinued.
Gains and losses on derivatives not qualifying and designated as hedges, including forward sale and purchase contracts for commodities in
trading operations that may be settled by the physical delivery or receipt of the commodity, are recognised in income.
Unless designated as hedging instruments, contracts to sell or purchase non-financial items that can be settled net as if the contracts were financial
instruments and that do not meet expected own use requirements (typically, forward sale and purchase contracts for commodities in trading
operations), and contracts that are or contain written options, are recognised at fair value; associated gains and losses are recognised in income.
Derivatives embedded within contracts that are not already required to be recognised at fair value, and that are not closely related to the host
contract in terms of economic characteristics and risks, are separated from their host contract and recognised at fair value; associated gains and
losses are recognised in income.
Fair value measurements
Fair value measurements are estimates of the amounts for which assets or liabilities (generally financial instruments and other derivative contracts)
could be exchanged at the measurement date, based on the assumption that such exchanges take place between knowledgeable, unrelated parties
in unforced transactions. Where available, fair value measurements are derived from prices quoted in active markets for identical assets or
liabilities. In the absence of such information, other observable inputs are used to estimate fair value. Where publicly available information is not
available, fair value is determined using estimation techniques that take into account market perspectives relevant to the asset or liability, in as far
as they can reasonably be ascertained, based on predominantly unobservable inputs. For derivative contracts where publicly available information
is not available and for share-based compensation plans, fair value estimations are generally determined using models and other valuation
methods, the key inputs for which include future prices, volatility, price correlation, counterparty credit risk and market liquidity, as appropriate; for
other assets and liabilities, fair value estimations are generally based on the net present value of expected future cash flows.
Provisions
Provisions are recognised at the balance sheet date at Shell’s best estimate, using risk-adjusted future cash flows, of the present value of the
expenditure required to settle the present obligation. Non-current amounts are discounted using the risk-free rate. Specific details for
decommissioning and restoration costs and environmental remediation are described below. The carrying amounts of provisions are regularly
reviewed and adjusted for new facts or changes in law or technology.
Provisions for decommissioning and restoration costs, which are primarily in respect of hydrocarbon production facilities, are measured on the
basis of current requirements, technology and price levels; the present value is calculated using amounts discounted over the useful economic life of
the assets. The liability is recognised (together with a corresponding amount as part of the related property, plant and equipment) once an
obligation crystallises in the period when a reasonable estimate can be made. The effects of changes resulting from revisions to the timing or the
amount of the original estimate of the provision are reflected on a prospective basis, generally by adjustment to the carrying amount of the related
property, plant and equipment.
Provisions for environmental remediation resulting from ongoing or past operations or events are recognised in the period in which an obligation
arises and the amount can be reasonably estimated. Provisions are measured based on current legal requirements and existing technology.
Recognition of any joint and several liability is based upon Shell’s best estimate of the final pro rata share of the liability. Provisions are determined
independently of expected insurance recoveries. Recoveries are recognised and reported as separate events and brought into account when
virtually certain of realisation.
Shares held in trust
Shares in the Company held by Shell employee share ownership trusts are not included in assets but are reflected at cost as a deduction from equity
as shares held in trust.
Research and development
Development costs that are expected to generate probable future economic benefits are capitalised as intangible assets. All other research and
development expenditure is recognised in income as incurred, with the exception of that on buildings and major items of equipment that have
alternative use.
Acquisitions and disposals of interests in other entities
Assets acquired and liabilities assumed on a business combination are recognised at their fair value at the date of the acquisition; the amount of the
purchase consideration above this value is recognised as goodwill, with any non-controlling interest recognised as the proportionate share of the
identifiable net assets. Acquisitions of the non-controlling interest in subsidiaries and disposals of shares in subsidiaries while retaining control are
accounted for as transactions within equity. The difference between the purchase price or disposal proceeds and the relevant proportion of the non-
controlling interest is reported in retained earnings as a movement in the Shell share of equity.
Currency translation
Foreign currency transactions are translated using the exchange rates prevailing at the dates of the transactions or valuation where items are re-
measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at quarter-end exchange
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
107
[Note 2 continued]
rates of monetary assets and liabilities denominated in foreign currencies (including those in respect of inter-company balances unless related to
quasi-equity loans) are recognised in income, except when deferred in equity as qualifying cash flow hedges, and presented within interest and
other income or within purchases where not related to financing.
On consolidation, assets and liabilities of non-dollar entities are translated to dollars at year-end rates of exchange, while their statements of
income, other comprehensive income and cash flows are translated at quarterly average rates. The resulting translation differences are recognised
as currency translation differences within other comprehensive income. Upon divestment of all or part of an interest in, or upon liquidation of, an
entity, cumulative currency translation differences related to that entity are generally recognised in income.
Other Consolidated Statement of Income presentation matters
Purchases reflect all costs related to the acquisition of inventories, the effects of the changes therein, and include supplies used for conversion into
finished or intermediary products. Production and manufacturing expenses are the costs of operating, maintaining and managing production and
manufacturing assets. Selling, distribution and administrative expenses include direct and indirect costs of marketing and selling products.
Accounting standards and interpretations adopted in 2010 or not yet adopted
A – ADOPTED IN 2010
Revised IFRS 3 Business Combinations and IAS 27 Consolidated and Separate Financial Statements were implemented with prospective effect from
January 1, 2010 (and are reflected in the accounting policies described above). The revised standards apply some changes to the accounting for
the acquisition of a business or for certain types of transactions involving an additional investment or a partial disposal, requiring for example the
recognition in income of certain transaction costs, the recognition at fair value of contingent consideration payable and the remeasurement of
existing interests held or retained. The revisions did not have a material impact on the accounting for acquisitions and disposals during 2010.
B – NOT YET ADOPTED
IFRS 9 Financial Instruments, as issued in November 2009 and revised in October 2010, is required to be adopted by 2013, subject to
confirmation by the IASB. The Standard’s impact is mainly limited to Shell’s investments in securities, some of which may be measured differently
when the Standard is adopted; the full impact of the changes in accounting for financial instruments will not be known until the IASB’s project has
been completed.
3 KEY ACCOUNTING ESTIMATES AND JUDGEMENTS
In order to prepare the Consolidated Financial Statements in conformity with IFRS, management of Shell has to make estimates and judgements. The
matters described below are considered to be the most important in understanding the judgements that are involved in preparing these statements
and the uncertainties that could impact the amounts reported in the results of operations, financial condition and cash flows. Shell’s accounting
policies are described in Note 2.
Estimation of oil and gas reserves
Unit-of-production depreciation, depletion and amortisation charges are principally measured based on Shell’s estimates of proved developed oil
and gas reserves. Estimates of proved reserves are also used in the determination of impairment charges and reversals. Also, exploration drilling
costs are capitalised pending the results of further exploration or appraisal activity, which may take several years to complete and before any
related proved reserves can be booked.
Proved reserves are estimated by reference to available geological and engineering data and only include volumes for which access to market is
assured with reasonable certainty. Estimates of oil and gas reserves are inherently imprecise, require the application of judgement and are subject to
regular revision, either upward or downward, based on new information such as from the drilling of additional wells, observation of long-term
reservoir performance under producing conditions and changes in economic factors, including product prices, contract terms or development plans.
Changes to Shell’s estimates of proved developed reserves affect prospectively the amounts of depreciation, depletion and amortisation charged
and, consequently, the carrying amounts of oil and gas properties. It is expected, however, that in the normal course of business the diversity of the
Shell portfolio will limit the effect of such revisions. The outcome of, or assessment of plans for, exploration or appraisal activity may result in the
related capitalised exploration drilling costs being recorded in income in that period.
Information about the carrying amounts of oil and gas properties and the amounts charged to income, including depreciation, depletion and
amortisation, is presented in Note 9.
Impairment of assets
For the purposes of determining whether impairment of assets has occurred, and the extent of any impairment or its reversal, the key assumptions
Shell uses in estimating risk-adjusted future cash flows for value-in-use measures are future oil prices, expected production volumes and refining
margins appropriate to the local circumstances and environment. These assumptions and the judgements of management that are based on them
are subject to change as new information becomes available. Changes in economic conditions can also affect the rate used to discount future cash
flow estimates.
108
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 3 continued]
Future price assumptions tend to be stable because Shell does not consider short-term increases or decreases in prices as being indicative of long-
term levels, but they are nonetheless subject to change. Expected production volumes, which include both proved reserves as well as volumes that
are expected to constitute proved reserves in the future, are used for impairment testing because Shell believes this to be the most appropriate
indicator of expected future cash flows. As discussed in “Estimation of oil and gas reserves”, reserves estimates are inherently imprecise. In
particular, projections about unproved reserves are based on information that is necessarily less robust than that available for mature reservoirs.
Due to the nature and geographical spread of the business activity in which those assets are used, it is typically not practicable to estimate the
likelihood or extent of impairments under different sets of assumptions. The discount rate applied is reviewed annually, although it has been stable
in recent years.
Changes in assumptions could affect the carrying amounts of assets, and impairment charges and reversals will affect income.
Information about the carrying amounts of assets and impairments is presented in Notes 8 and 9.
Defined benefit pension plans
The amounts reported for Shell’s employee retirement plans are presented in Note 18. Defined benefit plan assets and obligations are subject to
significant volatility as market values and actuarial assumptions change. Under the methodology adopted by Shell (see Note 2 under “Employee
benefits”), volatility in the amounts recognised in the Consolidated Financial Statements is reduced as the methodology provides for unexpected
changes in the amount of plan assets and benefit obligations (actuarial gains and losses) to be amortised over the expected average remaining
working lives of the employees participating in the plan rather than being recognised immediately in the Consolidated Financial Statements.
Local trustees manage the pension funds and set the required contributions based on independent actuarial valuation in accordance with local
regulations rather than the IFRS measures.
Pension cost for these plans primarily represents the change in actuarial present value of the obligation for benefits based on employee service
during the year and the interest on the obligation in respect of employee service in previous years, net of the expected return on plan assets. The
calculations are sensitive to changes in the assumptions made regarding future outcomes. Substantial judgement is required in determining the
assumptions, which vary for the different plans but are determined under a common process in consultation with independent actuaries and in the
light of local conditions. The principal assumptions and their bases include:
(cid:2) rates of increase in pensionable salaries: historical outturns and management’s long-term expectation;
(cid:2) mortality rates: the latest available standard mortality tables for the individual countries concerned. The assumptions for each country are
reviewed each year and are adjusted where necessary to reflect changes in fund experience and actuarial recommendations;
(cid:2) discount rates used to convert future cash flows to current values: prevailing long-term AA corporate bond yields, which can be volatile, chosen to
match the duration of the relevant obligations; and
(cid:2) expected rates of return on plan assets: a projection of real long-term bond yields and an equity risk premium, which are combined with local
inflation assumptions and applied to the actual asset mix of each plan. The amount of the expected return on plan assets is calculated using the
expected rate of return for the year and the fair value of assets at the beginning of the year.
The assumptions are reviewed annually. The weighted average values applicable for the principal plans in Shell are presented in Note 18, together
with information on sensitivities.
Decommissioning and restoration costs
Provisions are recognised for the future decommissioning and restoration of hydrocarbon production facilities and pipelines at the end of their
economic lives. The estimated cost is recognised in income over the life of the proved developed reserves on a unit-of-production basis or on a
straight-line basis, as applicable. Changes in the estimates of costs to be incurred, proved developed reserves or in the rate of production will
therefore impact income, generally over the remaining economic life of oil and gas assets.
Estimates of the amounts of provisions recognised are based on current legal and constructive requirements, technology and price levels. Because
actual outflows can differ from estimates due to changes in laws, regulations, public expectations, technology, prices and conditions, and can take
place many years in the future, the carrying amounts of provisions are regularly reviewed and adjusted to take account of such changes. The
interest rate used to discount the risk-adjusted cash flows is reviewed annually, although it has been stable in recent years.
Information about decommissioning and restoration provisions is presented in Note 19.
Taxation
Tax provisions are recognised when it is considered probable (more likely than not) that there will be a future outflow of funds to a taxing authority.
In such cases, provision is made for the amount that is expected to be settled, where this can be reasonably estimated. This requires the application
of judgement as to the ultimate outcome, which can change over time depending on facts and circumstances. A change in estimate of the likelihood
of a future outflow and/or in the expected amount to be settled would be recognised in income in the period in which the change occurs.
Deferred tax assets are recognised only to the extent it is considered probable that those assets will be recoverable. This involves an assessment of
when those deferred tax assets are likely to reverse, and a judgement as to whether or not there will be sufficient taxable profits available to offset
the tax assets when they do reverse. This requires assumptions regarding future profitability and is therefore inherently uncertain. To the extent
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
109
[Note 3 continued]
assumptions regarding future profitability change, there can be an increase or decrease in the amounts recognised in respect of deferred tax assets
as well as in the amounts recognised in income in the period in which the change occurs.
Tax provisions are based on enacted or substantively enacted laws. Changes in those laws could affect amounts recognised in income both in the
period of change, which would include any impact on cumulative provisions, and in future periods.
Note 17 contains information on tax charges, on the deferred tax assets that are recognised, including periodic movements, and on the losses on
which deferred tax is not currently recognised.
4 INTEREST AND OTHER INCOME
Interest income
Dividend income (from investments in securities)
Net gains on sale of assets
Foreign exchange (losses)/gains on financing activities
Other
Total
2010
153
399
3,276
(17)
332
4,143
2009
384
270
781
440
90
1,965
$ MILLION
2008
1,012
495
4,071
(699)
254
5,133
Net gains on sale of assets arose from divestments of interests and other portfolio transactions including, in 2010, Upstream interests primarily in
Australia (see also Note 10) and also Nigeria and the USA; in 2009, Downstream interests in Singapore; and in 2008, Upstream interests in
Germany, the UK, the USA and Nigeria and Downstream interests in France.
Other net foreign exchange gains of $18 million (2009: $74 million gains; 2008: $612 million losses) are included in purchases.
5 INTEREST EXPENSE
Interest incurred on debt and related derivatives
Less: interest capitalised
Accretion expense (see Note 19)
Total
2010
1,218
(969)
747
996
2009
902
(1,088)
728
542
$ MILLION
2008
1,371
(870)
680
1,181
The interest rate applied in determining the amount of interest capitalised in 2010 was 3% (2009: 4%; 2008: 5%). Interest incurred is stated after
the impacts of gains and losses on fair value hedges of debt (see Note 23). Not all of these gains and losses are eligible costs for the purposes of
capitalising interest.
6 EMPLOYEES, DIRECTORS AND SENIOR MANAGEMENT
A – Employee costs
Remuneration
Social law taxes
Retirement benefits (see Note 18)
Share-based compensation (see Note 24)
Total
2010
10,667
758
1,980
701
14,106
2009
10,608
818
2,679
642
14,747
$ MILLION
2008
10,581
890
(302)
241
11,410
In addition to the above costs, there were redundancy costs in 2010 of $142 million (2009: $1,535 million; 2008: $85 million). See also
Note 19.
110
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 6 continued]
B – Average employee numbers
Upstream
Downstream
Corporate
Total
Employees working in business service centres are included in the Corporate segment.
C – Remuneration of Directors and Senior Management
Short-term benefits
Retirement benefits
Share-based compensation
Realised gains on exercise of share options
2010
26
59
12
97
2010
27.8
2.9
22.6
2.6
2009
23
62
16
101
THOUSAND
2008
22
64
16
102
2009
31.1
3.4
32.7
0.5
$ MILLION
2008
32.6
3.0
23.9
1.7
Short-term benefits comprise salaries and fees, annual bonuses (recognised in the period for which performance is assessed) and cash, car and
other benefits.
Share-based compensation in 2009 included exceptional costs recognised in respect of Executive Directors who retired or resigned during the
year.
Directors and Senior Management comprise the members of the Executive Committee and the Non-executive Directors of the Company.
7 SEGMENT INFORMATION
A – Income information by business segment
2 010
Revenue and other income
Revenue:
Third party
Inter-segment
Share of profit/(loss) of equity-accounted investments
Interest and other income
Total
Income for the period
Segment earnings on a current cost of supplies basis
Current cost of supplies adjustment:
Purchases
Taxation
Share of profit of equity-accounted investments
Income for the period
Other items
Depreciation, depletion and amortisation charge of which:
Impairment losses
Impairment reversals
Interest expense
Taxation charge/(credit)
Upstream
Downstream
Corporate
32,395
35,803
4,900
3,616
335,604
612
1,167
418
57
–
(114)
109
$ MILLION
Total
368,056
5,953
4,143
378,152
15,935
2,950
91
18,976
11,144
1,724
40
663
14,822
4,254
1,192
8
84
998
197
39
–
249
(950)
1,789
(510)
219
20,474
15,595
2,955
48
996
14,870
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
111
[Note 7 continued]
2 009
Revenue and other income
Revenue:
Third party
Inter-segment
Share of profit of equity-accounted investments
Interest and other income
Total
Income for the period
Segment earnings on a current cost of supplies basis
Current cost of supplies adjustment:
Purchases
Taxation
Share of profit of equity-accounted investments
Income for the period
Other items
Depreciation, depletion and amortisation charge of which:
Impairment losses
Impairment reversals
Interest expense/(credit)
Taxation charge/(credit)
Upstream
Downstream
Corporate
27,996
27,144
3,852
652
250,104
258
1,110
480
88
–
14
833
$ MILLION
Total
278,188
4,976
1,965
285,129
8,354
258
1,310
9,922
9,875
792
432
645
8,942
4,399
1,616
151
84
195
184
10
–
(187)
(835)
3,242
(895)
449
12,718
14,458
2,418
583
542
8,302
During 2009, Shell’s self-insurance activities were consolidated within the Corporate segment. As a result, the 2009 earnings before tax of the
Corporate segment were reduced by $422 million, with no impact on Shell’s income for the period. Insurance costs in 2008 were $172 million.
2 008
Revenue and other income
Revenue:
Third party
Inter-segment
Share of profit/(loss) of equity-accounted investments
Interest and other income
Total
Income for the period
Segment earnings/(losses) on a current cost of supplies basis
Current cost of supplies adjustment:
Purchases
Taxation
Share of loss of equity-accounted investments
Income for the period
Other items
Depreciation, depletion and amortisation charge of which:
Impairment losses
Impairment reversals
Interest expense
Taxation charge/(credit)
Upstream
Downstream
Corporate
45,975
42,333
7,521
4,124
412,347
466
17
643
39
–
(92)
366
$ MILLION
Total
458,361
7,446
5,133
470,940
26,506
5,309
(69)
31,746
9,906
270
–
586
25,163
3,574
666
50
93
(316)
176
–
–
502
(503)
(6,266)
1,814
(818)
26,476
13,656
936
50
1,181
24,344
112
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 7 continued]
B – Net capital investment and equity-accounted investments by business segment
N E T CA PITAL I N VE STME N T
Net capital investment:
Upstream
Downstream
Corporate
Total
Proceeds from disposals
Capital investment
Exploration expense, excluding exploration wells written off
Investments in equity-accounted investments
Leases and other adjustments
Capital expenditure
E Q U I T Y- AC C O U N T E D IN VE ST ME N T S
Upstream
Downstream
Corporate
Total
2010
2009
$ MILLION
2008
21,222
2,358
100
23,680
6,882
30,562
(1,214)
(2,050)
(358)
26,940
22,326
6,232
324
28,882
2,853
31,735
(1,186)
(2,955)
(1,078)
26,516
Dec 31,
2010
20,955
12,453
6
33,414
28,257
3,104
60
31,421
7,023
38,444
(1,447)
(1,885)
(47)
35,065
$ MILLION
Dec 31,
2009
19,075
12,014
86
31,175
$ MILLION
Total
368,056
C – Information by geographical area
2 010
Third-party revenue, by origin
Intangible assets, property, plant and equipment and equity-accounted
Asia,
Oceania,
Africa
110,955
Europe
137,359
USA
77,660
Other
Americas
42,082
investments at December 31
28,580
76,553
39,934
36,091
181,158
2 009
Third-party revenue, by origin
Intangible assets, property, plant and equipment and equity-accounted
Asia,
Oceania,
Africa
80,398
Europe
103,424
USA
60,721
Other
Americas
33,645
$ MILLION
Total
278,188
investments at December 31
33,404
67,822
32,082
34,842
168,150
2 008
Third-party revenue, by origin
Intangible assets, property, plant and equipment and equity-accounted
Asia,
Oceania,
Africa
120,889
Europe
184,809
USA
100,818
Other
Americas
51,845
$ MILLION
Total
458,361
investments at December 31
30,929
56,123
29,821
28,513
145,386
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
113
8 INTANGIBLE ASSETS
2 010
Cost
At January 1
Additions
Sales, retirements and other movements
Currency translation differences
At December 31
Depreciation, depletion and amortisation, including impairments
At January 1
Charge for the year
Sales, retirements and other movements
Currency translation differences
At December 31
Net book amount at December 31
2 009
Cost
At January 1
Additions
Sales, retirements and other movements
Currency translation differences
At December 31
Depreciation, depletion and amortisation, including impairments
At January 1
Charge for the year
Sales, retirements and other movements
Currency translation differences
At December 31
Net book amount at December 31
Goodwill
Software
and other
3,436
–
(65)
12
3,383
296
115
(19)
1
393
2,990
4,654
339
(482)
(82)
4,429
2,438
366
(381)
(43)
2,380
2,049
Goodwill
Software
and other
3,311
10
1
114
3,436
329
24
(65)
8
296
3,140
4,060
438
1
155
4,654
2,021
281
53
83
2,438
2,216
$ MILLION
Total
8,090
339
(547)
(70)
7,812
2,734
481
(400)
(42)
2,773
5,039
$ MILLION
Total
7,371
448
2
269
8,090
2,350
305
(12)
91
2,734
5,356
Goodwill at December 31, 2010 and 2009, related primarily to Pennzoil-Quaker State, a lubricants business in the Downstream segment based
largely in North America. For impairment testing purposes, cash flow projections for this business reflected long-term growth rates that were
assumed to be equal to the average expected inflation rate for the USA (2010: 2.0%; 2009: 2.3%) and were adjusted for a variety of risks, in
particular volume and margin deterioration. The nominal pre-tax discount rate applied was 6% (2009: 6%).
9 PROPERTY, PLANT AND EQUIPMENT
2 010
Cost
At January 1
Additions
Sales, retirements and other movements
Currency translation differences
At December 31
Depreciation, depletion and amortisation, including impairments
At January 1
Charge for the year
Sales, retirements and other movements
Currency translation differences
At December 31
Net book amount at December 31
Oil and gas
properties
Manufacturing
and distribution
$ MILLION
Other
Total
186,226
21,705
(8,001)
801
200,731
92,475
10,786
(6,806)
(339)
96,116
104,615
55,573
4,551
(2,378)
(172)
57,574
30,813
2,758
(1,639)
(212)
31,720
25,854
29,017
1,673
(3,088)
(382)
27,220
15,909
1,570
(2,192)
(303)
14,984
12,236
270,816
27,929
(13,467)
247
285,525
139,197
15,114
(10,637)
(854)
142,820
142,705
114
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 9 continued]
2 009
Cost
At January 1
Additions
Sales, retirements and other movements
Currency translation differences
At December 31
Depreciation, depletion and amortisation, including impairments
At January 1
Charge for the year
Sales, retirements and other movements
Currency translation differences
At December 31
Net book amount at December 31
Oil and gas
properties
Manufacturing
and distribution
$ MILLION
Other
Total
156,075
20,888
(1,517)
10,780
186,226
79,111
9,616
(1,155)
4,903
92,475
93,751
49,204
4,488
(698)
2,579
55,573
26,549
3,149
(400)
1,515
30,813
24,760
28,033
1,770
(2,355)
1,569
29,017
15,614
1,388
(1,953)
860
15,909
13,108
233,312
27,146
(4,570)
14,928
270,816
121,274
14,153
(3,508)
7,278
139,197
131,619
The net book amount at December 31, 2010, includes $43,036 million (2009: $45,113 million) of assets in the course of construction. This
amount excludes exploration and evaluation assets, information about which is provided below.
Oil and gas properties at December 31, 2010, include rights and concessions of $24,473 million (2009: $20,790 million).
The minimum contractual commitments for capital expenditure at December 31, 2010, amounted to $1.7 billion (2009: $3.0 billion).
Shell acquired the business of East Resources Management, LLC. (East Resources) on July 29, 2010, for net cash consideration of $4,545 million.
The assets of East Resources comprise primarily oil and gas properties located in the Marcellus shale in the north-east USA, the majority of which
are unproved, and as a result of the acquisition, property, plant and equipment increased by $4,560 million. Sundry other assets and liabilities
were also recognised following the acquisition. The amounts of assets and liabilities recognised are provisional.
Included within additions and sales, retirements and other movements in 2010 is the effect of an exchange of assets held by Shell in Norway for
assets held by Hess Corporation in Gabon and the UK.
The depreciation, depletion and amortisation charge for the year includes impairment losses and reversals as follows:
Impairment losses
Oil and gas properties
Manufacturing and distribution
Other
Total
Impairment reversals
Oil and gas properties
Manufacturing and distribution
Other
Total
2010
2009
$ MILLION
2008
1,620
1,140
33
2,793
40
7
1
48
777
1,466
144
2,387
432
151
–
583
202
422
–
624
–
49
1
50
Impairment losses and reversals have been recognised in the year in respect of a number of Shell’s cash-generating units, although no single
instance is individually significant. Impairment charges were driven generally by changes in development and production plans in Upstream and
by lower margins on refining in Downstream. Information on the segments affected is given in Note 7.
The net book amounts at December 31 include assets held under finance leases of:
Oil and gas properties
Manufacturing and distribution
Other
Total
2010
1,887
854
521
3,262
$ MILLION
2009
2,649
317
532
3,498
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
115
[Note 9 continued]
Exploration and evaluation assets, which mainly comprise unproved properties (rights and concessions) and capitalised exploration drilling costs,
included within the amounts presented above for oil and gas properties are as follows:
Cost
At January 1
Additions
Sales, retirements, currency translation differences and other movements
At December 31
Depreciation, depletion and amortisation
At January 1
Charge for the year
Sales, retirements, currency translation differences and other movements
At December 31
Net book amount at December 31
Capitalised exploration drilling costs are as follows:
At January 1
Additions pending determination of proved reserves
Amounts charged to expense
Reclassifications to productive wells on determination of proved reserves
Other movements, including acquisitions, disposals and currency translation differences
At December 31
2010
3,614
2,598
(279)
(1,779)
64
4,218
2010
20,425
9,763
(4,136)
26,052
1,899
1,491
(1,295)
2,095
23,957
2009
3,247
2,041
(350)
(931)
(393)
3,614
$ MILLION
2009
18,486
3,288
(1,349)
20,425
1,476
1,051
(628)
1,899
18,526
$ MILLION
2008
2,500
1,808
(190)
(624)
(247)
3,247
Exploration drilling costs capitalised for periods greater than one year at December 31, 2010, analysed according to the most recent year of
activity, are as follows:
2001
2002
2003
2004
2005
2006
2007
2008
2009
Total
$ million
19
16
16
36
110
160
464
466
641
1,928
By wells
Number
1
$ million
–
By projects
Number
–
1
1
3
10
31
44
53
22
166
–
–
30
8
83
290
336
1,181
1,928
–
–
2
1
5
11
10
21
50
Of the amounts capitalised for periods greater than one year at December 31, 2010, $368 million (representing 18 projects) relates to projects
where drilling activities were underway or firmly planned for the future and $1,560 million (representing 32 projects) relates to projects awaiting
development concepts.
10 ASSOCIATED COMPANIES AND JOINT VENTURES
A – Information on the Shell share of equity-accounted investments
Revenue
Income for the period
2010
2009
Associated
companies
27,759
2,310
Jointly
controlled
entities
44,641
3,643
Total
72,400
5,953
Associated
companies
23,136
1,397
Jointly
controlled
entities
36,456
3,579
Total
59,592
4,976
Associated
companies
31,843
2,994
$ MILLION
2008
Total
84,414
7,446
Jointly
controlled
entities
52,571
4,452
116
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 10 continued]
Current assets
Non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Total assets less total liabilities
Dec 31, 2010
$ MILLION
Dec 31, 2009
Associated
companies
6,203
26,467
32,670
5,424
13,190
18,614
14,056
Jointly
controlled
entities
12,836
23,333
36,169
8,195
8,616
16,811
19,358
Total
19,039
49,800
68,839
13,619
21,806
35,425
33,414
Associated
companies
6,281
26,562
32,843
5,803
12,253
18,056
14,787
Jointly
controlled
entities
9,972
20,812
30,784
7,095
7,301
14,396
16,388
Total
16,253
47,374
63,627
12,898
19,554
32,452
31,175
Shell’s investments in associated companies and jointly controlled entities comprise equity interests and quasi-equity loans.
At December 31, 2010, Shell had capital commitments, being amounts contracted for with external parties, of $1.8 billion (2009: $2.5 billion) in
respect of its joint ventures.
B – Major investments in associated companies and joint ventures
Segment
Upstream
Downstream
Name
Description
Country of incorporation
Shell interest
Fair value
($ million)
DECEMBER 31, 2010
Aera
Arrow
Brunei LNG
Brunei Shell
NAM
Nigeria LNG
Oman LNG
Qatargas 4 LNG
Sakhalin Energy
Woodside
CNOOC and Shell
Petrochemicals (Nanhai)
Deer Park
Infineum
Motiva
Saudi Arabia Refinery
Saudi Petrochemical
Showa Shell
Jointly controlled entity
USA
Jointly controlled entity
Associated company
Jointly controlled entity
Jointly controlled entity
Associated company
Associated company
Associated company
Associated company
Associated company
Jointly controlled entity
Jointly controlled entity
Jointly controlled entity
Jointly controlled entity
Jointly controlled entity
Jointly controlled entity
Associated company
Australia
Brunei
Brunei
The Netherlands
Nigeria
Oman
Qatar
Bermuda
Australia
China
USA
The Netherlands
USA
Saudi Arabia
Saudi Arabia
Japan
52%
50%
25%
50%
50%
26%
30%
30%
28%
24%
50%
50%
50%
50%
50%
50%
35%
8,236
1,208
All shareholdings in the above entities are in ordinary shares or the equivalent and are stated to the nearest percentage point. Fair value
information is stated for those associated companies for which there are published price quotations, and represent the relevant share price on
December 31, 2010, multiplied by the number of shares held.
Although Shell has a 52% investment in Aera, the governing agreements and constitutive documents for this entity do not allow Shell to control this
entity as voting control is either split 50:50 between the shareholders or requires unanimous approval of the shareholders or their representatives.
Consequently this entity has not been consolidated.
In 2010, a joint venture incorporated by Shell and PetroChina acquired all the shares of Arrow Energy Limited (Arrow) for total cash consideration
of $3,105 million. In addition, Shell contributed related assets and interests in ventures operated by Arrow to the joint venture.
In 2010, Shell sold 29.18% of its interest in Woodside (representing 10.0% of Woodside’s issued capital) for total cash consideration of
$3,235 million.
Shell has other major Upstream joint venture activities that operate as jointly controlled assets.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
117
[Note 10 continued]
C – Transactions between subsidiaries and equity-accounted investments
Transactions with equity-accounted investments mainly comprise sales and purchases of goods and services in the ordinary course of business and
in total amounted to:
Charges to equity-accounted investments
Charges from equity-accounted investments
2010
38,368
34,827
2009
28,399
27,494
$ MILLION
2008
40,401
41,151
Balances outstanding at December 31, 2010, and 2009 in respect of the above transactions are presented in Notes 14 and 21.
Guarantees issued in respect of equity-accounted investments were $2.4 billion at December 31, 2010, (2009: $2.5 billion), mainly relating to
project finance debt.
11 INVESTMENTS IN SECURITIES
Investments in securities at December 31, 2010, comprise equity securities of $2,812 million (2009: $2,902 million) and debt securities of $997
million (2009: $972 million). Equity securities comprise primarily Shell’s 15% interests in each of the Malaysia LNG Dua Sendirian Berhad and
Malaysia LNG Tiga Sendirian Berhad projects. Debt securities comprise a portfolio required to be held by Shell’s insurance companies as security
for their activities.
Equity and debt securities carried at fair value totalled $3,544 million at December 31, 2010 (2009: $3,823 million). Of these, $1,156 million
(2009: $1,153 million) are measured by reference to prices in active markets for identical assets, and $2,388 million (2009: $2,670 million) are
measured by reference to predominantly unobservable inputs. Assets in the latter category, all of which are equity securities, are measured based
on expected dividend flows, adjusted for country and other risks as appropriate and discounted to their present value. Movements in the carrying
amounts of investments in securities measured using predominantly unobservable inputs are as follows:
At January 1
Losses recognised in other comprehensive income
Purchases
Sales
Currency translation differences
At December 31
12 OTHER NON-CURRENT ASSETS
Receivables
Prepayments and deferred charges
Loans to equity-accounted investments
Derivative contracts (see Note 23)
Total
2010
2,670
(288)
5
(2)
3
2,388
$ MILLION
2009
2,871
(277)
69
(2)
9
2,670
Dec 31, 2010
Dec 31, 2009
$ MILLION
3,833
1,832
1,815
1,490
8,970
3,352
1,767
1,833
2,206
9,158
The fair value of financial assets included above approximates the carrying amount.
Receivables at December 31, 2010, include $577 million (2009: $488 million) relating to pre-funding arrangements within jointly controlled
assets.
118
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
13 INVENTORIES
Oil and chemicals
Materials
Total
$ MILLION
Dec 31, 2010
27,742
Dec 31, 2009
25,946
1,606
29,348
1,464
27,410
The cost of inventories recognised in income includes net write-downs and reversals of write-downs, which are driven primarily by fluctuations in oil
prices. In 2010, net reversals were $184 million (2009: $1,535 million net reversals; 2008: $1,770 million net write-downs).
14 ACCOUNTS RECEIVABLE
Trade receivables
Derivative contracts (see Note 23)
Prepayments and deferred charges
Amounts owed by equity-accounted investments
Other receivables
Total
$ MILLION
Dec 31, 2010
37,436
Dec 31, 2009
29,872
19,670
3,723
2,982
6,291
70,102
18,250
3,010
2,098
6,098
59,328
The fair value of financial assets included above approximates the carrying amount.
Other receivables include income tax recoverable (see Note 17), other taxes recoverable and balances due from joint venture partners.
Provisions for impairments deducted from accounts receivable amounted to $552 million at December 31, 2010 (2009: $692 million).
The ageing of trade receivables at December 31 is as follows:
Not overdue
Overdue 1–30 days
Overdue 31–60 days
Overdue 61–90 days
Overdue 91–180 days
Overdue more than 180 days
Total
Information about credit risk is provided in Note 23.
15 CASH AND CASH EQUIVALENTS
Cash
Short-term bank deposits
Money market funds and similar instruments
Total
2010
34,226
1,995
367
221
175
452
37,436
$ MILLION
2009
26,515
1,825
381
101
462
588
29,872
Dec 31, 2010
Dec 31, 2009
$ MILLION
4,121
2,780
6,543
13,444
3,268
1,813
4,638
9,719
Included in cash and cash equivalents at December 31, 2010, are amounts totalling $449 million (2009: $439 million) that are subject to currency
controls and other legal restrictions. Information about credit risk is presented in Note 23.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
119
16 DEBT AND LEASE ARRANGEMENTS
A – Debt
Dec 31, 2010
$ MILLION
Dec 31, 2009
Debt
(excluding
finance
lease
obligations)
5,898
3,757
9,655
30,142
39,797
Finance
lease
obligations
–
296
296
4,239
4,535
Debt
(excluding
finance
lease
obligations)
1,490
2,331
3,821
26,922
30,743
Finance
lease
obligations
–
350
350
3,940
4,290
Total
5,898
4,053
9,951
34,381
44,332
Total
1,490
2,681
4,171
30,862
35,033
Short-term debt
Long-term debt due within one year
Current debt
Non-current debt
Total
The fair value of debt excluding finance lease obligations at December 31, 2010, is $42,259 million (2009: $32,584 million).
As at December 31, 2010, debt issued by Shell International Finance B.V., a 100%-owned subsidiary of the Company, and underwritten by
guarantees issued by the Company amounted to $36,305 million (2009: $28,120 million), with the remainder raised by other subsidiaries with no
recourse beyond the immediate borrower and/or the local assets. Finance lease obligations are secured on the leased assets.
Shell has access to international debt capital markets via two commercial paper programmes (CP programmes), a euro medium-term note
programme (EMTN programme) and a US universal shelf registration (US shelf registration). Issuances under the CP programmes are supported by
a committed credit facility and cash. These arrangements and undrawn facilities at December 31, are summarised below:
CP programmes
EMTN programme
US shelf registration
Committed credit facility
2010
20,000
25,000
Facility
2009
20,000
25,000
unrestricted
5,100
unrestricted
2,500
$ MILLION
Amount undrawn
2009
20,000
10,368
n/a
2,500
2010
16,063
12,213
n/a
5,100
Under the CP programmes, Shell can issue debt of up to $10 billion with maturities not exceeding 270 days and $10 billion with maturities not
exceeding 397 days.
The EMTN programme is updated annually, most recently in July 2010. During 2010, debt totalling $nil (2009: $10,524 million) was issued under
this programme.
The US shelf registration provides Shell with the flexibility to issue debt securities, ordinary shares, preferred shares and warrants. The registration
is updated every three years and was last updated in November 2008. During 2010, debt totalling $7,000 million (2009: $7,500 million) was
issued under the registration.
The committed credit facility is available on same-day terms, at pre-agreed margins, and is due to expire in 2015. The terms and availability are not
conditional on Shell’s financial ratios or its financial credit ratings.
In addition, other subsidiaries have access to short-term bank facilities totalling $3,628 million at December 31, 2010 (2009: $3,571 million).
Information about liquidity risk is presented in Note 23.
B – Debt (excluding finance lease obligations)
In accordance with risk management policy, Shell has entered into interest rate swaps against most of the fixed rate debt due to mature after more
than one year, affecting the effective interest rate on these balances (see Note 23).
The following tables compare contractual cash flows for debt (excluding finance lease obligations) owed at December 31, by year of maturity, with
the carrying amount in the Consolidated Balance Sheet. Contractual amounts reflect the effects of changes in currency exchange rates; differences
from carrying amounts reflect the effects of discounting, premiums and, where hedge accounting is applied, fair value adjustments. Interest is
estimated assuming interest rates applicable to variable rate debt remain constant and there is no change in aggregate principal amounts of debt
other than repayment at scheduled maturity as reflected in the table.
120
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 16 continued]
2 010
CP programmes
EMTN programme
US shelf registration
Bank borrowings and other
Total (excluding interest)
Interest
2 009
CP programmes
EMTN programme
US shelf registration
Bank borrowings and other
Total (excluding interest)
Interest
Less than
1 year
3,931
320
3,000
2,404
9,655
1,310
Less than
1 year
–
1,739
–
2,082
3,821
1,342
Between
1 and 2
years
–
2,335
1,500
32
3,867
1,155
Between
1 and 2
years
–
291
3,000
154
3,445
1,158
Between
2 and 3
years
–
3,335
2,000
86
5,421
1,040
Between
2 and 3
years
–
2,522
500
14
3,036
1,033
Between
3 and 4
years
–
–
2,500
3
2,503
868
Between
3 and 4
years
–
3,603
–
2
3,605
923
Between
4 and 5
years
–
–
2,750
169
2,919
791
Between
4 and 5
years
–
–
2,500
1
2,501
814
Contractual payments
5 years
and later
–
7,004
7,750
163
14,917
6,729
Total
3,931
12,994
19,500
2,857
39,282
11,893
Contractual payments
5 years
and later
–
7,566
6,500
164
14,230
5,863
Total
–
15,721
12,500
2,417
30,638
11,133
$ MILLION
Carrying
amount
3,931
13,256
19,753
2,857
39,797
$ MILLION
Carrying
amount
–
15,736
12,590
2,417
30,743
Difference
from
carrying
amount
–
262
253
–
515
Difference
from
carrying
amount
–
15
90
–
105
C – Lease arrangements
Shell enters into leasing arrangements as lessee for, in Upstream, primarily drilling and ancillary equipment and service vessels; in Downstream,
primarily tankers, storage capacity and retail sites; and in Corporate, primarily land and buildings.
The future minimum lease payments for finance and operating leases and the present value of minimum finance lease payments at December 31, by
payment date are as follows:
2 010
Less than 1 year
Between 1 and 5 years
5 years and later
Total
2 009
Less than 1 year
Between 1 and 5 years
5 years and later
Total
Total future
minimum
lease payments
722
2,580
5,155
8,457
Total future
minimum
lease payments
811
2,483
4,514
7,808
$ MILLION
Finance leases Operating leases
Total future
minimum
Present value
of minimum
Interest
426
1,393
2,103
3,922
lease payments
296
1,187
3,052
4,535
lease payments
3,976
8,088
5,511
17,575
Finance leases Operating leases
$ MILLION
Present value
of minimum
lease payments
350
1,147
2,793
4,290
Total future
minimum
lease payments
4,180
8,157
4,051
16,388
Interest
461
1,336
1,721
3,518
Future minimum lease payments are stated before deduction of expected rental income from non-cancellable sub-leases of $663 million
(2009: $666 million) in respect of finance leases and $306 million (2009: $427 million) in respect of operating leases.
Finance lease obligations include obligations under certain power generation contracts (“tolling agreements”). The present value of the future
minimum lease payments under these contracts is $2,386 million at December 31, 2010 (2009: $2,475 million). The leases mature between 2021
and 2024 and the average interest rate is 8%.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
121
[Note 16 continued]
Shell leases offshore production and storage equipment for use in the Parque das Conchas (BC-10), in respect of which the present value of the
future minimum lease payments at December 31, 2010, included within finance lease obligations, is $660 million (2009: $792 million). The
leases mature in 2039 and the average interest rate is 16%.
Operating lease expenses were as follows:
Rental expense, of which:
Contingent rentals
Sub-lease income
2010
3,373
172
(99)
2009
3,375
14
(152)
$ MILLION
2008
3,246
68
(161)
D – Gearing and net debt
Shell’s financial strategy is to manage its portfolio with the aim that, across the business cycle, “cash in” at least equals “cash out” while
maintaining a strong balance sheet.
A key measure of Shell’s capital structure management is the proportion of debt to equity. Across the business cycle Shell aims to manage the
gearing ratio (net debt to net debt plus equity) within the range 0–30%. During 2010, gearing ranged from 15.5% to 19.0% (2009:
5.9%–15.5%).
With respect to the objective of maintaining a strong balance sheet, Shell prioritises the application of cash to: capital investment in profitable
businesses; the servicing of debt commitments; dividends; and returning surplus cash to equity holders in the form of share buybacks.
Shell aims to grow US dollar dividend returns over time in line with its view of the underlying business earnings and cash flows.
The gearing ratio at December 31 was as follows:
Non-current debt
Current debt
Total debt
Cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio (net debt as percentage of total capital)
The movement in Shell’s net debt is as follows:
At January 1, 2010
Cash flow
Other movements
Currency translation differences
At December 31, 2010
At January 1, 2009
Cash flow
Other movements
Currency translation differences
At December 31, 2009
$ MIL LIO N , EX C EP T W H ER E OTH E R W ISE IN D IC ATE D
2010
34,381
9,951
44,332
13,444
30,888
149,780
180,668
17.1%
Non-current
debt
Current
debt
Cash and cash
equivalents
(30,862)
(7,084)
3,570
(5)
(34,381)
(13,772)
(18,231)
1,186
(45)
(30,862)
(4,171)
(2,153)
(3,613)
(14)
(9,951)
(9,497)
7,634
(2,249)
(59)
(4,171)
9,719
3,911
–
(186)
13,444
15,188
(5,575)
–
106
9,719
2009
30,862
4,171
35,033
9,719
25,314
138,135
163,449
15.5%
$ MILLION
Net debt
(25,314)
(5,326)
(43)
(205)
(30,888)
(8,081)
(16,172)
(1,063)
2
(25,314)
122
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 16 continued]
Net debt at December 31 excludes the following items:
Net present value of operating lease obligations [A]
Under-funded retirement benefit obligations [B]
Fair value hedges related to debt [C]
Cash required for operational requirements
2010
15,878
6,653
(1,012)
2,300
23,819
$ MILLION
2009
14,798
7,118
(1,418)
2,000
22,498
[A] Total future minimum operating lease payments at December 31 discounted at 2.6% in 2010 (2009: 3.0%).
[B] The excess of pension and other retirement obligations over related plan assets of $2,586 million (2009: $3,293 million) and $4,067 million
(2009: $3,825 million) respectively (see Note 18).
[C] The fair value of hedging derivatives in designated fair value hedges, net of related accrued interest.
17 TAXATION
A – Taxation charge for the period
Charge in respect of current period
Adjustment in respect of prior periods
Current taxation
Relating to the origination and reversal of temporary differences
Relating to changes in tax rates
Adjustment in respect of prior periods
Deferred taxation
Taxation charge
Reconciliations of the expected tax charge to the actual tax charge are as follows:
Income before taxation
Less: Share of profit of equity-accounted investments
Income before taxation and share of profit of equity-accounted investments
Applicable tax charge at statutory tax rates
Adjustment in respect of prior periods
(Derecognition)/recognition of tax losses
Income not subject to tax
Expenses not deductible for tax purposes
Taxable items deductible not expensed
Taxable income not recognised
Other reconciling items, including amounts relating to changes in tax rate
Taxation charge
2010
16,891
(507)
16,384
(2,030)
(60)
576
(1,514)
14,870
2010
35,344
(5,953)
29,391
16,253
69
(99)
(1,880)
1,205
(641)
198
(235)
14,870
2009
10,912
(1,615)
9,297
(1,079)
(86)
170
(995)
8,302
2009
21,020
(4,976)
16,044
9,634
(1,445)
21
(747)
1,263
(521)
214
(117)
8,302
$ MILLION
2008
24,841
(389)
24,452
(342)
96
138
(108)
24,344
$ MILLION
2008
50,820
(7,446)
43,374
23,673
(251)
32
(1,568)
2,461
(658)
498
157
24,344
The weighted average of statutory tax rates was 55.3% in 2010 (2009: 60.0%; 2008: 54.6%). The decrease from 2009 to 2010 was primarily
due to a change in the geographical mix of income in the Upstream segment, with a lower proportion of Upstream income in 2010 arising in
jurisdictions subject to relatively higher tax rates. The increase from 2008 to 2009 was also due to a change in the geographical mix of income,
with a greater proportion of Upstream income in 2009 arising in jurisdictions subject to relatively higher tax rates.
The taxation charge includes not only those of general application but also taxes at special rates levied on income from certain Upstream activities
and various other taxes to which these activities are subjected.
The adjustments in respect of prior periods relate to events in the current period and reflect the effects of changes in rules, facts or other factors
compared with those used in establishing the current tax position or deferred tax balance in prior periods.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
123
[Note 17 continued]
B – Taxes payable
Income taxes
Sales taxes, excise duties and similar levies and social law taxes
Total
Dec 31, 2010
6,084
4,222
10,306
$ MILLION
Dec 31, 2009
5,385
3,804
9,189
Included in other receivables at December 31, 2010 (see Note 14), is current tax receivable of $357 million (2009: $548 million).
C – Deferred taxation
Movements in deferred tax liabilities and assets during the year, taking into consideration the offsetting balances within the same tax jurisdiction,
are as follows:
D E F E R RE D TAX L I A B I L I T I E S
At January 1, 2010
(Credited)/charged to income
Other movements
Currency translation differences
At December 31, 2010
At January 1, 2009
Charged/(credited) to income
Other movements
Currency translation differences
At December 31, 2009
D E F E R RE D TAX A SS E T S
At January 1, 2010
(Charged)/credited to income
Other movements
Currency translation differences
At December 31, 2010
At January 1, 2009
Credited/(charged) to income
Other movements
Currency translation differences
At December 31, 2009
Property,
plant and
equipment
17,768
(281)
(1,505)
(73)
15,909
16,022
641
(304)
1,409
17,768
Retirement
benefits
1,257
350
38
(106)
1,539
1,382
(360)
109
126
1,257
Losses
carried
forward
1,360
Decommissioning
and other
provisions
1,606
(242)
(131)
(8)
979
881
224
200
55
1,360
953
1,743
9
4,311
1,145
307
53
101
1,606
Decommissioning
and other
provisions
(5,185)
(217)
1,764
121
(3,517)
(4,494)
(433)
64
(322)
(5,185)
Property,
plant and
equipment
(915)
30
(1,502)
(76)
(2,463)
(808)
157
(228)
(36)
(915)
$ MILLION
Total
13,838
(602)
303
(151)
13,388
12,518
(348)
463
1,205
13,838
$ MILLION
Total
4,533
912
(16)
(68)
5,361
3,418
647
319
149
4,533
Other
(2)
(454)
6
(93)
(543)
(392)
(196)
594
(8)
(2)
Other
2,482
171
(126)
7
2,534
2,200
(41)
294
29
2,482
Other movements in deferred tax assets and liabilities relate mainly to acquisitions, divestments, reclassifications between assets and liabilities and
amounts recognised in other comprehensive income and directly in equity (see Note 25).
Where the realisation of deferred tax assets is dependent on future profits, losses carried forward are recognised only to the extent that business
forecasts predict that such profits will be available. At December 31, 2010, recognised losses carried forward amounted to $19,269 million
(2009: $14,012 million).
Unrecognised losses, where recovery is not expected, amounted to $8,410 million at December 31, 2010 (2009: $8,070 million), and include,
from 2010, $4,840 million (2009: $5,196 million) relating to certain state taxes. Time limits affecting the recovery of these amounts are as follows:
Less than 1 year
Between 1 and 2 years
Between 2 and 3 years
Between 3 and 4 years
5 years and later, including with no expiry
2010
9
17
10
5
8,369
$ MILLION
2009
8
10
16
19
8,017
124
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 17 continued]
Earnings retained by subsidiaries and equity-accounted investments amounted to $130,611 million at December 31, 2010 (2009:
$122,646 million). Provision has been made for withholding and other taxes that would become payable on the distribution of these earnings only
to the extent that either Shell does not control the relevant entity or it is expected that these earnings will be remitted in the foreseeable future.
18 RETIREMENT BENEFITS
Retirement plans are provided for employees of major subsidiaries. The nature of such plans varies according to the legal and fiscal requirements
and economic conditions of the country in which the employees are engaged.
Shell’s obligation in respect of defined benefit pension plans is based on employees’ years of service and average/final pensionable remuneration.
The calculation of the obligation depends on actuarial assumptions, as described in Note 3. Defined benefit plans are typically structured as
separate legal entities managed by trustees, who hold the plan assets in trust.
For defined contribution plans, pension cost is the amount of employer contributions payable for the period.
Some subsidiaries have established unfunded defined benefit plans to provide certain other retirement healthcare and life insurance benefits (other
benefits) to their retirees. Entitlement to these other benefits is usually based on the employee remaining in service up to retirement age and the
completion of a minimum service period.
PE N SI ON AN D OTH E R BE N E F I T S
Change in defined benefit obligation
Pension benefits
2009
2010
$ MILLION
Other benefits
2009
2010
Obligations for benefits based on employee service to date at January 1
62,718
52,639
3,825
3,494
Increase in present value of the obligation for benefits based on employee service during the year
Interest on the obligation for benefits in respect of employee service in previous years
Benefit payments made
Actuarial losses/(gains)
Other movements
Currency translation differences
Obligations for benefits based on employee service to date at December 31
Change in plan assets
Plan assets held in trust at fair value at January 1
Expected return on plan assets
Actuarial gains
Employer contributions
Plan participants’ contributions
Benefit payments made
Other movements
Currency translation differences
Plan assets held in trust at fair value at December 31
Plan assets (less than)/in excess of the present value of obligations for benefits at December 31
Unrecognised net actuarial losses since adoption of IFRS
Unrecognised past service cost
Net amount recognised
A MOU N TS RE CO GN I SE D I N THE CON SO L I D ATE D B A L A N CE SH E E T
Prepaid pension costs
Retirement benefit obligations:
Non-current
Current
Net amount recognised
2010
10,368
(5,924)
(377)
4,067
Total
2009
10,009
(5,923)
(461)
3,625
1,141
3,227
(3,079)
4,414
(21)
(2,552)
65,848
965
3,131
(2,862)
5,472
281
3,092
62,718
59,425
44,299
3,645
3,555
2,063
86
(3,079)
89
(2,522)
63,262
(2,586)
10,494
9
7,917
3,142
6,256
5,216
88
(2,862)
25
3,261
59,425
(3,293)
10,640
12
7,359
Pension benefits
2009
10,009
2010
10,368
62
216
(151)
123
6
(14)
4,067
57
222
(138)
(28)
177
41
3,825
(4,067)
173
44
(3,850)
(3,825)
43
48
(3,734)
$ MILLION
Other benefits
2009
2010
(2,275)
(176)
7,917
(2,387)
(263)
7,359
(3,649)
(201)
(3,850)
(3,536)
(198)
(3,734)
[Note 18 continued]
A D D IT I ON A L I N F OR MATI ON
Pension benefits
Obligation for pension benefits in respect of unfunded plans
Obligation for pension benefits in respect of funded plans
Total defined benefit obligation
Experience adjustments as a percentage of the total benefit obligation
Plan assets
Experience adjustments as a percentage of plan assets
Plan (deficit)/surplus
Actual return on plan assets
Other benefits
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
125
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED
2010
2009
2008
2007
2006
3,293
62,555
65,848
0.1%
63,262
5.6%
(2,586)
7,200
3,087
59,631
62,718
(0.5)%
59,425
10.5%
(3,293)
9,398
2,684
49,955
52,639
1.0%
44,299
(61.1)%
(8,340)
(22,087)
Total benefit obligation (unfunded)
Experience adjustments as a percentage of the total benefit obligation
4,067
(3.4)%
3,825
(1.9)%
3,494
0.6%
Employer contributions to defined benefit pension plans during 2011 are estimated to be $2.0 billion.
R E TI RE M E N T B E N E F I T COS TS
Service cost
Interest cost
Expected return on plan assets
Other components
Cost/(income) of defined benefit plans
Payments to defined contribution plans
Total
2010
1,141
3,227
(3,645)
641
1,364
329
1,693
Pension benefits
2008
1,202
2009
965
3,131
(3,142)
1,033
1,987
269
2,256
3,337
(4,974)
(383)
(818)
263
(555)
2010
62
216
9
287
287
2,505
60,018
62,523
0.7%
76,198
1.3%
13,675
5,846
3,179
6.0%
2009
57
222
144
423
423
1,931
58,327
60,258
0.7%
67,479
6.1%
7,221
8,133
3,163
0.7%
$ MILLION
Other benefits
2008
59
187
7
253
253
Retirement benefit costs are reported principally within production and manufacturing expenses in the Consolidated Statement of Income.
Weighted average plan asset allocations by asset category for the principal pension plans in Shell are:
A SS E T AL L O CATI ON
Equities
Debt securities
Real estate
Other
Total
Target allocation at
Dec 31,
Percentage of plan assets at
Dec 31,
2010
53%
37%
5%
5%
100%
2010
54%
38%
2%
6%
100%
2009
53%
40%
2%
5%
100%
Long-term investment strategies of plans are generally determined by the relevant pension fund trustees using a structured asset liability modelling
approach to define the asset mix that best meets the objectives of optimising returns within agreed risk levels while maintaining adequate funding
levels.
Assumptions and sensitivities
DEFINED BENEFIT PENSION PLAN S
The weighted averages for the principal assumptions applicable for the principal defined benefit pension plans in Shell are:
PE N SI ON BE N E F I T S AS S U MPT I ON S
Assumptions used to determine benefit obligations at December 31
Expected rates of increase in pensionable salaries
Discount rates
Assumptions used to determine benefit costs for year ended December 31
Expected rates of increase in pensionable salaries
Discount rates
Expected rates of return on plan assets
Average life expectancy assumptions for persons aged 60 at December 31
Men (years)
Women (years)
2010
2009
2008
5.5%
5.1%
5.5%
5.5%
6.6%
86
88
5.5%
5.5%
4.4%
6.0%
6.7%
86
88
4.4%
6.0%
4.0%
5.7%
6.9%
85
87
126
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 18 continued]
Demographic (including mortality) assumptions are determined in the light of local conditions. Mortality assumptions are reviewed annually to
reflect the latest available standard mortality tables for individual countries concerned, adjusted where appropriate to reflect the experience of
Shell.
The long-term assumptions for pensionable salary increases, used to determine benefit obligations at December 31, 2010, remained at similar
levels to those used at December 31, 2009 (2009: 0.75% increase for UK plans and 0.25% increase for US plans).
The assumptions for discount rates reflected decreases of AA rated corporate bond yields of 0.40% in the Eurozone (2009: 0.70%), of 0.40% in
the UK (2009: 0.30%) and of 0.50% in the USA (2009: 0.30%).
The effect of a one percentage point increase/(decrease), at December 31, 2010, in the principal pension benefit assumptions would be to
increase/(decrease) the defined benefit obligation and annual pension benefit cost (pre-tax) as follows:
S E N S I T IVI T Y TO CH A N G E S I N A S SU MPT IO N S R E L ATI N G TO PE N S IO N B E N E F I T S
Expected rates of increase in pensionable salaries
Change in defined benefit obligation
Change in annual pension benefit cost (pre-tax)
Discount rates
Change in defined benefit obligation
Change in annual pension benefit cost (pre-tax)
Expected rates of return on plan assets
Change in annual pension benefit cost (pre-tax)
$ MILLION
One percentage point
Decrease
Increase
2,126
240
(8,390)
(103)
(1,897)
(211)
10,517
101
(629)
629
The effect of an increase/(decrease) of one year in life expectancy would be to increase/(decrease) the defined benefit obligation by
approximately $2,069 million/($2,147 million).
The impact on the retirement benefit obligation reflected in Shell’s Consolidated Balance Sheet and on Shell’s annual pension benefit cost of
changes in assumptions described above excludes the effects of any amortisation of actuarial gains and losses resulting from such changes. The
amortisation would vary from year to year by fund depending on whether or not the cumulative unrecognised actuarial gains and losses exceed the
corridor (see Note 2). Any amounts outside the corridor would be recognised in income over the expected average remaining working lives of
employees for the relevant plan, the average of which across all pension plans at December 31, 2010, is 12 years (2009: 12 years).
Ot her defined benefit plans
The weighted averages for the discount rate and healthcare cost trend rates applicable for the principal other benefit plans in Shell are:
O TH E R BE N E F ITS ASS U M PTI O N S
Discount rates (used to determine benefit obligations)
Healthcare cost trend rate in year after reporting year
Ultimate healthcare cost trend rate
Year ultimate healthcare cost trend rate is applicable
2010
5.4%
7.7%
4.3%
2027
2009
5.9%
7.9%
4.3%
2027
2008
6.3%
8.2%
4.2%
2027
The effect of a one percentage point increase/(decrease) at December 31, 2010, in the annual rate of increase in the assumed healthcare cost
trend rates would be to increase/(decrease) the defined benefit obligation by approximately $523 million/($430 million) and the annual benefit
cost (pre-tax) by approximately $36 million/($29 million).
19 OTHER PROVISIONS
Decommissioning and restoration
Environmental
Redundancy
Litigation
Other
Total
Dec 31, 2010
1,006
325
Current
Dec 31, 2009
653
365
746
175
1,116
3,368
1,492
201
1,096
3,807
Dec 31, 2010
12,011
797
204
382
891
14,285
Non-current
Dec 31, 2009
11,633
891
157
499
868
14,048
Dec 31, 2010
13,017
1,122
950
557
2,007
17,653
$ MILLION
Total
Dec 31, 2009
12,286
1,256
1,649
700
1,964
17,855
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
127
[Note 19 continued]
Movements in provisions are as follows:
At January 1, 2010
Additional provisions
Amounts charged against provisions
Accretion expense
Reclassifications and other movements
Currency translation differences
At December 31, 2010
At January 1, 2009
Additional provisions
Amounts charged against provisions
Accretion expense
Reclassifications and other movements
Currency translation differences
At December 31, 2009
Decommissioning
and restoration
12,286
224
Environmental
1,256
89
Redundancy
1,649
142
Litigation
700
103
(350)
656
361
(160)
13,017
10,496
265
(424)
638
488
823
12,286
(223)
31
(28)
(3)
1,122
1,163
192
(189)
26
13
51
1,256
(890)
–
93
(44)
950
310
1,535
(171)
–
(27)
2
1,649
(236)
15
(19)
(6)
557
958
196
(489)
9
8
18
700
$ MILLION
Total
17,855
1,220
(2,285)
747
340
(224)
17,653
15,021
2,868
(2,049)
728
327
960
17,855
Other
1,964
662
(586)
45
(67)
(11)
2,007
2,094
680
(776)
55
(155)
66
1,964
The timing and amounts settled in respect of these provisions are uncertain and dependent on various factors that are not always within
management’s control.
Of the decommissioning and restoration provision at December 31, 2010, an estimated $4,082 million is expected to be utilised within one to five
years, $4,059 million within six to ten years, and the remainder in later periods.
Reviews of estimated decommissioning and restoration costs are carried out annually, which in 2010 resulted in an increase of $1,297 million
(2009: $477 million) in both the provision, reported within “Reclassifications and other movements”, and the corresponding property, plant and
equipment assets reported within “Sales, retirements and other movements” in Note 9. Offsetting this increase in 2010 was a reduction resulting
from disposals of assets, primarily in Norway and the USA, of $924 million.
Provisions for environmental remediation costs relate to a number of events in different locations, none of which is individually significant.
The amounts charged against provisions for redundancy in 2010 mainly relate to payments made to staff leaving Shell as a result of the
restructuring programme announced in 2009.
Provisions for litigation costs at December 31, 2010, relate to a number of cases, none of which is individually significant. Further information is
given in Note 27. In 2009, Shell concluded the settlement of claims arising from the 2004 recategorisation of certain hydrocarbon reserves.
Included in other provisions at December 31, 2010, are $753 million (2009: $750 million) relating to employee end-of-service benefits.
20 OTHER NON-CURRENT LIABILITIES
Accruals and deferred income
Derivative contracts (see Note 23)
Advances and customer deposits received
Liabilities under employee benefit plans
Total
The fair value of financial liabilities included above approximates the carrying amount.
Dec 31, 2010
2,266
866
563
555
4,250
$ MILLION
Dec 31, 2009
2,518
987
630
451
4,586
128
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
21 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Trade payables
Derivative contracts (see Note 23)
Accruals and deferred income
Amounts due to equity-accounted investments
Other payables
Total
The fair value of financial liabilities included above approximates the carrying amount.
Other payables include balances due to joint venture partners.
22 ORDINARY SHARE CAPITAL
I S SU E D A N D F U L LY PAI D
At January 1, 2010
Scrip dividends (see Note 26)
At December 31, 2010
At January 1 and December 31, 2009
N OMI N AL VA L U E
At January 1, 2010
Scrip dividends (see Note 26)
At December 31, 2010
At January 1 and December 31, 2009
Dec 31, 2010
34,476
20,308
12,556
4,382
4,828
76,550
$ MILLION
Dec 31, 2009
29,379
17,755
12,540
3,412
4,075
67,161
NUMBER OF SHARES
Class A
3,545,663,973
18,288,566
3,563,952,539
shares of ¤0.07 each
Class B
2,695,808,103
–
2,695,808,103
shares of £1 each
Sterling deferred
50,000
–
50,000
3,545,663,973
2,695,808,103
50,000
shares of ¤0.07 each
Class B
227
–
227
Class A
300
2
302
300
227
$ MILLION
Total
527
2
529
527
The total nominal value of sterling deferred shares is less than $1 million.
At its Annual General Meeting on May 18, 2010, the Company’s shareholders approved an amendment to the Articles of Association, pursuant to
the Companies Act 2006, removing the requirement to limit authorised share capital. At the same meeting, the Board was authorised to allot the
shares or grant rights to subscribe for or convert any securities into ordinary shares of the Company up to an aggregate amount equal to
¤145 million (representing 2,080 million ordinary shares of ¤0.07 each). This authority expires at the earlier of August 18, 2011, and the
conclusion of the Annual General Meeting held in 2011.
23 FINANCIAL INSTRUMENTS AND OTHER DERIVATIVE CONTRACTS
Financial instruments and other derivative contracts in the Consolidated Balance Sheet comprise investments in securities (see Note 11), cash and
cash equivalents (see Note 15), debt (see Note 16) and certain amounts (including derivatives) reported within other non-current assets (see
Note 12), accounts receivable (see Note 14), other non-current liabilities (see Note 20) and accounts payable and accrued liabilities (see
Note 21).
A – Risks
In the normal course of business, Shell uses financial instruments of various kinds for the purposes of managing exposure to interest rate, currency
and commodity price movements.
Shell has treasury standards applicable to all subsidiaries, and each subsidiary is required to adopt a treasury policy consistent with these
standards. These policies cover financing structure: interest rate and foreign exchange risk management; insurance; counterparty risk
management; and use of derivative instruments. Wherever possible, treasury operations are carried out through specialist regional organisations
without removing from each subsidiary the responsibility to formulate and implement appropriate treasury policies.
Apart from forward foreign exchange contracts to meet known commitments, the use of derivative financial instruments by most subsidiaries is not
permitted by their treasury policy.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
129
[Note 23 continued]
Other than in exceptional cases, the use of external derivative instruments is confined to specialist oil and gas trading and central treasury
organisations that have appropriate skills, experience, supervision, control and reporting systems.
Shell’s operations expose it to market, credit and liquidity risk, as described below.
MARKET RISK
Market risk is the possibility that changes in interest rates, currency exchange rates or the prices of natural gas, electrical power, crude oil, refined
products, chemical feedstocks and environmental products will adversely affect the value of Shell’s assets, liabilities or expected future cash flows.
Interest rate risk
Most of Shell’s debt is raised from central borrowing programmes. Shell has entered into interest rate swaps and currency swaps to effectively
convert most centrally issued debt to floating rate dollar LIBOR (London Inter-Bank Offer Rate), reflecting its policy to have debt mainly denominated
in dollars and to maintain a largely floating interest rate exposure profile. Consequently Shell is exposed predominantly to dollar LIBOR interest rate
movements. The financing of most subsidiaries is also structured on a floating-rate basis and, except in special cases, further interest rate risk
management is discouraged.
On the basis of the floating rate net debt position at December 31, 2010, and assuming other factors (principally foreign exchange rates and
commodity prices) remain constant and that no further interest rate management action is taken, an increase/decrease in interest rates of 1% would
increase/decrease pre-tax net interest expense by $195 million (2009: $163 million).
The carrying amounts and maturities of Shell’s debt and borrowing facilities are presented in Note 16. Interest expense is presented in Note 5.
Foreign exchange risk
Many of the markets in which Shell operates are priced, directly or indirectly, in dollars. As a result, the functional currency of most Upstream
companies and those with significant cross-border business is the dollar. For Downstream companies, the local currency is typically also the
functional currency. Consequently, Shell is exposed to varying levels of foreign exchange risk when it enters into transactions that are not
denominated in the companies’ functional currencies, when foreign currency monetary assets and liabilities are translated at the reporting date and
as a result of holding net investments in operations that are not dollar-functional. The main currencies to which Shell is exposed are sterling, the
Canadian dollar, euro and Australian dollar. Each company has treasury policies in place that are designed to measure and manage their foreign
exchange exposures by reference to their functional currency.
Exchange rate gains and losses arise in the normal course of business from the recognition of receivables and payables and other monetary items in
currencies other than individual companies’ functional currency. Currency exchange risk may also arise in connection with capital expenditure. For
major projects, an assessment is made at the Final Investment Decision stage whether to hedge any resulting exposure.
Shell does not undertake hedging of net investments in foreign operations or of income that arises in foreign operations that are non-dollar
functional.
Assuming other factors (principally interest rates and commodity prices) remain constant and that no further foreign exchange risk management
action is taken, a 10% appreciation against the dollar at December 31 of the main currencies to which Shell is exposed would have the following
pre-tax effects:
10% appreciation against the dollar of:
Sterling
Canadian dollar
Euro
Australian dollar
Increase/(decrease)
Increase/(decrease)
$ MILLION
2010
(50)
(406)
87
124
in income
2009
(83)
(239)
(45)
38
2010
965
1,213
1,567
959
in net assets
2009
1,078
1,116
1,770
616
The above sensitivity information is calculated by reference to carrying amounts of assets and liabilities at December 31 only. The pre-tax effect on
income arises in connection with monetary balances denominated in currencies other than the relevant entity’s functional currency; the pre-tax
effect on net assets arises principally from the translation of assets and liabilities of entities that are not dollar-functional.
Foreign exchange gains and losses arising from foreign currency transactions included in income are presented in Note 4.
Price risk
Certain subsidiaries have a mandate to trade natural gas, electrical power, crude oil, refined products, chemical feedstocks and environmental
products, and to use commodity swaps, options and futures as a means of managing price and timing risks arising from this trading. In effecting
these transactions, the companies concerned operate within procedures and policies designed to ensure that risks, including those relating to the
default of counterparties, are managed within authorised limits.
130
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 23 continued]
Shell uses risk management systems for recording and valuing instruments. There is regular review of mandated trading limits by senior
management, daily monitoring of market risk exposure using value-at-risk (VAR) techniques (see below), daily monitoring of trading positions
against limits and marking-to-market of trading exposures with a department independent of traders reviewing the market values applied to trading
exposures. Although trading losses can and do occur, the nature of Shell’s trading portfolio and its management are considered adequate against
the risk of significant losses.
Shell utilises VAR techniques based on variance/covariance or Monte Carlo simulation models and makes a statistical assessment of the market risk
arising from possible future changes in market values over a 24-hour period and within a 95% confidence level. The calculation of the range of
potential changes in fair value takes into account positions, the history of price movements and the correlation of these price movements. Each of
the models is regularly back-tested against actual fair value movements to ensure model integrity is maintained. During 2010, certain pre-existing
gas sale and purchase contracts in Europe were transferred to Shell’s trading portfolio. As a result, their market risk exposure is now monitored on a
daily basis, information about which is included in the table below.
VAL U E - AT- RI S K ( PRE - TAX )
Global oil
North America gas and power
Europe gas and power
High
30
13
32
Low
Average
7
3
1
13
7
8
2010
Year end
16
8
9
High
52
20
2
Low
Average
8
5
–
17
10
1
$ MILLION
2009
Year end
14
12
1
CREDIT RISK
Shell has policies in place to ensure that wholesale sales of products are made to customers with appropriate creditworthiness. These policies
include detailed credit analysis and monitoring of trading partners, restricting large-volume trading activities to the highest-rated counterparties,
shortening exposure duration, and taking collateral or other security. Credit information is regularly shared between business and finance
functions, with dedicated teams in place to quickly identify and respond to cases of credit deterioration. Mitigation measures are defined and
implemented for high-risk business partners and customers, and include shortened payment terms, collateral or other security posting and vigorous
collections. In addition, Shell has policies that limit the amount of credit exposure to any individual financial institution. There are no material
concentrations of credit risk, with individual customers or geographically, and there has been no significant level of counterparty default in recent
years.
In commodity trading, counterparty credit risk is managed within a framework of credit limits with utilisation being regularly reviewed. Credit
checks are performed by a department independent of traders, and are undertaken before contractual commitment. Where appropriate, netting
arrangements, credit insurance, prepayments and collateral are used to manage specific risks.
LIQUIDITY RISK
Liquidity risk is the risk that suitable sources of funding for Shell’s business activities may not be available. Shell believes that it has access to
sufficient debt funding sources (capital markets), and to undrawn committed borrowing facilities to meet currently foreseeable requirements.
Information about Shell’s borrowing facilities is presented in Note 16.
Surplus cash is invested in a range of short-dated money market instruments, including commercial paper, time deposits and money market funds,
which seek to ensure the security and liquidity of investments while optimising yield. In all cases investments are only permitted in high credit quality
institutions/funds, with diversification of investment supported by maintaining counterparty credit limits.
B – Derivative contracts
The carrying amounts of derivative contracts as at December 31, designated and not designated as hedging instruments for hedge accounting
purposes, are as follows:
2 010
Interest rate swaps
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
Included within:
Accounts receivable (Note 14)
Accounts payable and accrued liabilities (Note 21)
Other non-current assets (Note 12)
Other non-current liabilities (Note 20)
Total
Designated
399
–
1,013
92
–
1,504
Not
designated
–
167
26
19,281
182
19,656
Designated
–
–
36
540
–
576
Not
designated
–
349
354
18,921
974
20,598
Asset
Total
399
167
1,039
19,373
182
21,160
19,670
1,490
21,160
$ MILLION
Net
399
(182)
649
(88)
(792)
(14)
Liability
Total
–
349
390
19,461
974
21,174
20,308
866
21,174
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
131
[Note 23 continued]
2 009
Interest rate swaps
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
Included within:
Accounts receivable (Note 14)
Accounts payable and accrued liabilities (Note 21)
Other non-current assets (Note 12)
Other non-current liabilities (Note 20)
Total
Designated
226
–
1,796
56
–
2,078
Not
designated
–
235
34
17,786
323
18,378
Designated
5
–
126
298
–
429
Not
designated
–
258
187
17,051
817
18,313
Asset
Total
226
235
1,830
17,842
323
20,456
18,250
2,206
20,456
$ MILLION
Net
221
(23)
1,517
493
(494)
1,714
Liability
Total
5
258
313
17,349
817
18,742
17,755
987
18,742
The maximum exposure to credit risk is the fair value of the derivative assets.
Derivative contracts are used mainly as hedging instruments; however, because hedge accounting is not always applied, movements in the
carrying amounts of derivative contracts that are recognised in income are not always matched in the same period by the recognition of the income
effects of the related hedged items. Net losses before tax on derivative contracts, excluding realised commodity forward contracts and those
accounted for as hedges, are $3,213 million in 2010 (2009: $3,505 million losses; 2008: $505 million gains).
Shell has designated as fair value hedges derivatives which were entered into primarily to mitigate interest rate and foreign exchange risk relating
to certain fixed rate debt and price risk relating to certain commodity contracts. The effects on income of these hedging relationships are analysed
below.
FAI R VAL U E HE DG E ACCO UN TI N G
Relating to debt:
Net interest expense
Net ineffective gain/(loss)
Relating to other relationships designated as fair value hedges:
(Loss)/gain on hedging instrument
Gain/(loss) on hedged item
2010
2009
2008
$ MILLION
298
13
(193)
146
305
203
(329)
318
274
(10)
324
(319)
During 2009, accumulated losses on cash flow hedges of $318 million, previously recognised in other comprehensive income, were recognised in
revenue in connection with forecast transactions that were no longer expected to occur. Gains and losses on cash flow hedges recognised in other
comprehensive income are presented in Note 25.
Shell enters into derivative contracts to supply or acquire physical volumes of commodities at future dates in the course of its trading operations.
Financial derivative contracts are used to manage the resulting price exposures. The fair value of the assets and liabilities arising will therefore tend
to equate, irrespective of price movements, because for most contracts held for trading there are offsetting physical or financial derivative contracts
to mitigate price exposure. Shell manages the liquidity risk associated with these contracts on a fair value basis. As such, the maximum exposure to
liquidity risk is the undiscounted fair value of the physical and financial derivative liabilities.
For a minority of commodity derivatives, carrying amounts cannot be derived from quoted market prices or other observable inputs, in which case
fair value is estimated using valuation techniques such as Black-Scholes, option spread models and extrapolation using quoted spreads with
assumptions developed internally based on observable market activity. Commodity derivatives are generally economically hedged as a portfolio.
Other contracts include certain contracts that are held to sell or purchase commodities, and other contracts containing embedded derivatives,
which are required to be recognised at fair value because of pricing or delivery conditions, even though they are only entered into to meet
operational requirements. These contracts are expected to mature between 2011 and 2025, with certain contracts having early termination rights
(for either party). Valuations are derived from quoted market prices for the next two years; thereafter, from forward gas price curve formulae used in
similar contracts, estimated by reference to equivalent oil prices, which are also adjusted for credit risk. Future oil price assumptions are the most
significant input to this model, such that a decrease of $10 per barrel in the projected oil price would decrease the estimated fair value of the
liability, and increase pre-tax income, by $336 million (2009: $380 million).
132
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 23 continued]
The contractual maturities of derivative liabilities at December 31, together with their carrying amounts, are analysed in the table below.
2 010
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
2 009
Less than
1 year
339
328
13,499
265
14,431
Between
1 and 2
years
Between
2 and 3
years
Between
3 and 4
years
Between
4 and 5
years
5 years
and later
22
66
3,713
188
3,989
1
1
1,329
132
1,463
1
1
505
134
641
–
2
276
137
415
–
58
339
478
875
Interest rate swaps
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
Less than
1 year
(19)
260
171
11,954
(14)
12,352
Between
1 and 2
years
(12)
6
97
3,320
135
3,546
Between
2 and 3
years
4
–
10
1,313
175
1,502
Between
3 and 4
years
12
–
23
555
160
750
Between
4 and 5
years
18
–
39
215
155
427
5 years
and later
7
–
45
191
668
911
Difference
from
carrying
amount
(14)
(66)
(200)
(360)
(640)
Difference
from
carrying
amount
(5)
(8)
(72)
(199)
(462)
(746)
$ MILLION
Carrying
amount
349
390
19,461
974
21,174
$ MILLION
Carrying
amount
5
258
313
17,349
817
18,742
Total
363
456
19,661
1,334
21,814
Total
10
266
385
17,548
1,279
19,488
The net carrying amounts of derivative contracts held at December 31, categorised according to the predominant source and nature of inputs used
in determining the fair value of each contract, are as follows:
2 010
Interest rate swaps
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
2 009
Interest rate swaps
Forward foreign exchange contracts
Currency swaps
Commodity swaps, options, futures and forwards
Other contracts
Total
Prices in
active markets
for identical
assets/liabilities
–
–
–
185
(42)
143
Prices in
active markets
for identical
assets/liabilities
–
–
–
(182)
1
(181)
Other
observable
inputs
399
(182)
649
252
28
Unobservable
inputs
–
–
–
(525)
(778)
1,146
(1,303)
Other
observable
inputs
221
(23)
1,517
1,289
156
3,160
Unobservable
inputs
–
–
–
(614)
(651)
(1,265)
$ MILLION
Total
399
(182)
649
(88)
(792)
(14)
$ MILLION
Total
221
(23)
1,517
493
(494)
1,714
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
133
[Note 23 continued]
Movements in the net carrying amounts of derivative contracts measured using predominantly unobservable inputs are as follows:
At January 1
Net gains/(losses) recognised in revenue
Purchases
Sales
Settlements
Recategorisations (net)
Currency translation differences
At December 31
2010
(1,265)
237
112
(407)
–
(9)
29
(1,303)
$ MILLION
2009
(909)
(245)
1,213
(1,228)
48
(91)
(53)
(1,265)
Included in net gains recognised in revenue for 2010 are unrealised net gains totalling $64 million relating to assets and liabilities held at
December 31, 2010 (2009: $819 million losses).
COLLATERAL
The carrying amount of financial assets pledged as collateral for liabilities or contingent liabilities at December 31, 2010, and presented within
accounts receivable (see Note 14), was $254 million (2009: $311 million). The carrying amount of collateral held at December 31, 2010, and
presented within accounts payable and accrued liabilities (see Note 21), was $409 million (2009: $512 million).
24 SHARE-BASED COMPENSATION PLANS AND SHARES HELD IN TRUST
A – Share-based compensation plans
The principal share-based employee compensation plan is the Performance Share Plan. Other schemes operated by Shell companies offer
employees opportunities to acquire shares in the Company or receive cash benefits measured by reference to the Company’s share price.
Awards under the Performance Share Plan are granted upon certain conditions to eligible employees who are not members of the Executive
Committee. The actual amount of shares that may vest range from 0% to 200% of the awards, depending on the outcomes of prescribed
performance conditions over a three-year period beginning on January 1 of the award year. Shares vest for nil consideration.
A Monte Carlo option pricing model is used to estimate the fair value of the share-based compensation expense arising from the Performance Share
Plan. The model projects and averages the results for a range of potential outcomes for the vesting conditions, the principal assumptions for which
are the share price volatility and dividend yields for Shell and four of its main competitors over the last three years and the last 10 years.
Shares granted, vested and expired or forfeited are as follows:
PE R F ORMA N CE SH ARE PL AN
At January 1, 2010
Granted
Vested
Expired/forfeited
At December 31, 2010
At January 1, 2009
Granted
Vested
Expired/forfeited
At December 31, 2009
Number of Royal Dutch Shell plc shares
Class A
(million)
23
8
Class B
(million)
10
3
Class A ADSs
(million)
7
3
(4)
(2)
25
19
9
(2)
(3)
23
(2)
(1)
10
9
4
(1)
(2)
10
(1)
(1)
8
6
3
(1)
(1)
7
Weighted
average
remaining
contractual
life (years)
1.1
1.0
1.2
1.1
Prior to the introduction in 2005 of the Performance Share Plan, Shell operated share option plans under which options over shares and American
Depository Shares (“ADSs”) of the Company were awarded to eligible employees, at a price not less than the fair market value of the shares at the
date the options were granted. The options have been exercisable since 2008 and, because they lapse (subject to continued employment) 10 years
after granting, the plans will cease by 2015.
134
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 24 continued]
Options exercised and expired or forfeited are as follows:
S HA RE OPTI ON PL AN S
Under option at January 1, 2010
Exercised
Expired/forfeited
Under option at December 31, 2010
Under option at January 1, 2009
Exercised
Expired/forfeited
Under option at December 31, 2009
Royal Dutch Shell plc
Class A shares
Weighted
average
Royal Dutch Shell plc
Class B shares
Weighted
average
Royal Dutch Shell plc
Class A ADSs
Weighted
average
Number
(million)
54
(4)
(4)
46
59
(1)
(4)
54
exercise
price ($)
33.77
21.62
39.49
31.33
33.06
23.09
39.44
33.77
Number
(million)
21
(4)
(1)
16
23
(1)
(1)
21
exercise
price ($)
26.71
25.49
28.38
25.50
23.89
22.88
30.21
26.71
Number
(million)
11
(2)
–
9
12
(1)
–
11
exercise
price ($)
50.74
54.02
–
50.03
50.74
50.80
–
50.74
The underlying weighted average exercise prices for the Company’s Class A and B shares under option at December 31, 2010, were ¤23.48
(2009: ¤23.43) and £16.48 (2009: £16.55) respectively.
Expenses and the fair value of awards for the year are as follows:
S HA RE - B AS E D CO MPE N S ATIO N E X PE N S E A N D AWARDS
Equity-settled plans
Cash-settled plans
Total share-based compensation expense
Fair value of share-based compensation awarded in the year
In respect of cash-settled plans, the liability and intrinsic value of vested plans at December 31 are as follows:
CA SH -SETTLED PL A N S
Liability
Intrinsic value of vested plans
2010
478
223
701
466
2009
504
138
642
386
2010
515
435
$ MILLION
2008
405
(164)
241
632
$ MILLION
2009
350
141
B – Shares held in trust
Shell employee share ownership trusts purchase the Company’s shares in the open market to meet future obligations arising from share-based
compensation granted to employees. At December 31, 2010, they held 51.3 million Class A shares (2009: 55.9 million), 22.5 million Class B
shares (2009: 28.2 million) and 15.9 million Class A ADSs (2009: 17.5 million).
The total carrying amount of the Company’s shares, which are all held in connection with the share-based compensation plans, at December 31,
2010, is $2,789 million (2009: $1,711 million).
From 2010, dividends received on shares held in trust are reflected in retained earnings; the carrying amount of shares held in trust and retained
earnings at December 31, 2010, reflect the cumulative effect of this change.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
135
25 OTHER RESERVES
At January 1, 2010
Other comprehensive income attributable to Royal
Dutch Shell plc shareholders
Scrip dividends (see Note 26)
Share-based compensation
At December 31, 2010
At January 1, 2009
Other comprehensive income attributable to Royal
Dutch Shell plc shareholders
Share-based compensation
At December 31, 2009
At January 1, 2008
Other comprehensive (loss) attributable to Royal Dutch
Shell plc shareholders
Repurchases of shares
Share-based compensation
At December 31, 2008
Share
premium
reserve
154
Capital
redemption
reserve
57
Accumulated
other
comprehensive
income
4,954
Share plan
reserve
1,373
–
–
–
154
154
–
–
154
154
–
–
–
–
–
–
57
57
–
–
57
48
–
9
–
57
–
–
110
1,483
1,192
–
181
1,373
1,122
–
–
70
1,192
4
–
–
4,958
(1,669)
6,623
–
4,954
9,380
(11,049)
–
–
(1,669)
$ MILLION
Total
9,982
4
(2)
110
10,094
3,178
6,623
181
9,982
14,148
(11,049)
9
70
3,178
Merger
reserve
3,444
–
(2)
–
3,442
3,444
–
–
3,444
3,444
–
–
–
3,444
154
The merger reserve and share premium reserve were established as a consequence of Royal Dutch Shell plc becoming the single parent company of
Royal Dutch Petroleum Company and of The Shell Transport and Trading Company Limited in 2005.
The capital redemption reserve was established in connection with repurchases of shares of Royal Dutch Shell plc.
The share plan reserve is maintained in respect of equity-settled share-based compensation plans (see Note 24), and includes related deferred
taxation recognised directly in equity of $12 million in 2010 (2009: $22 million; 2008: $68 million).
Accumulated other comprehensive income comprises the following:
2 010
$ MILLION
Currency translation differences
Recognised in the period
Reclassified to income
Net currency translation differences
Unrealised gains/(losses) on securities
Recognised in the period
Reclassified to income
Net unrealised gains/(losses) on securities
Cash flow hedging gains/(losses)
Recognised in the period
Reclassified to income
Jan 1,
2010
2,528
2,464
Net cash flow hedging gains/(losses)
Total
(38)
4,954
Recognised in 2010
Pre-tax
Tax
After tax
Share of
equity-
accounted
investments
Non-
controlling
interest
Attributable to
Royal Dutch
Shell plc
shareholders
Dec 31,
2010
138
(276)
(138)
(272)
(25)
(297)
(13)
12
(1)
(436)
(4)
–
(4)
(10)
9
(1)
(1)
–
(1)
(6)
134
(276)
(142)
(282)
(16)
(298)
(14)
12
(2)
(442)
388
(42)
204
2,732
48
–
(250)
2,214
52
488
–
(42)
50
4
12
4,958
136
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 25 continued]
2 009
Currency translation differences
Recognised in the period
Reclassified to income
Net currency translation differences
Unrealised gains/(losses) on securities
Recognised in the period
Reclassified to income
Jan 1,
2009
(3,984)
Net unrealised gains/(losses) on securities
Cash flow hedging gains/(losses)
2,679
Recognised in the period
Reclassified to income
Net cash flow hedging gains/(losses)
Total
(364)
(1,669)
2 008
Currency translation differences
Recognised in the period
Reclassified to income
Net currency translation differences
Unrealised gains/(losses) on securities
Recognised in the period
Reclassified to income
Jan 1,
2008
7,781
Net unrealised gains/(losses) on securities
1,955
Cash flow hedging gains/(losses)
Recognised in the period
Reclassified to income
Net cash flow hedging gains/(losses)
Total
(356)
9,380
26 DIVIDENDS
Interim dividends – Class A shares:
Paid: $1.68 per share (2009: $1.66; 2008: $1.56)
Scrip: $0.42 per share (2009: n/a; 2008: n/a)
Total – Class A shares
Interim dividends – Class B shares:
Paid: $1.68 per share (2009: $1.66; 2008: $1.56)
Scrip: $0.42 per share (2009: n/a; 2008: n/a)
Total – Class B shares
Total
Recognised in 2009
Share of
Pre-tax
Tax
After tax
equity-
accounted
investments
Non-
controlling
interest
$ MILLION
Attributable to
Royal Dutch
Shell plc
shareholders
Dec 31,
2009
6,698
(44)
6,654
(101)
(27)
(128)
(37)
318
281
6,807
(164)
–
(164)
(16)
1
(15)
(1)
44
43
(136)
6,534
(44)
6,490
(117)
(26)
(143)
(38)
362
324
6,671
74
(52)
6,512
2,528
(72)
–
(215)
2,464
2
4
–
(52)
326
6,623
(38)
4,954
Recognised in 2008
Share of
equity-
accounted
Non-
controlling
Attributable to
Royal Dutch
Shell plc
Pre-tax
Tax
After tax
investments
interest
shareholders
$ MILLION
Dec 31,
2008
(11,988)
(386)
(12,374)
772
(117)
655
(8)
1
(7)
287
–
287
45
6
51
–
–
–
(11,701)
(386)
(12,087)
817
(111)
706
(8)
1
(7)
(11,726)
338
(11,388)
(19)
341
(11,765)
(3,984)
18
–
724
2,679
(1)
(2)
–
341
(8)
(11,049)
(364)
(1,669)
2010
2009
2008
$ MILLION
5,239
549
5,788
4,345
63
4,408
10,196
5,969
–
5,969
4,557
–
4,557
10,526
5,458
–
5,458
4,058
–
4,058
9,516
On February 3, 2011, the Directors proposed a further interim dividend in respect of 2010 of $0.42 per Class A share and $0.42 per Class B
share. The total dividend amounts to approximately $2,629 million and is payable on March 25, 2011. Under the Scrip Dividend Programme,
shareholders can elect to receive dividends in the form of Class A shares.
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
137
[Note 26 continued]
Dividends declared on Class A shares are by default paid in euros, although holders may elect to receive dividends in sterling. Dividends declared
on Class B shares are by default paid in sterling, although holders may elect to receive dividends in euros. Dividends declared on ADSs are paid in
dollars.
The fair value of the shares issued in connection with the Scrip Dividend Programme is reflected in retained earnings.
27 LEGAL PROCEEDINGS
Groundwater contamination
Shell Oil Company (including subsidiaries and affiliates, referred to collectively as SOC), along with numerous other defendants, have been sued
by public and quasi-public water purveyors, as well as governmental entities, alleging responsibility for groundwater contamination caused by
releases of gasoline-containing oxygenate additives. Most of these suits assert various theories of liability, including product liability, and seek to
recover actual damages, including clean-up costs. Some assert claims for punitive damages. Fewer than 25 of these cases remain. Based on court
rulings in SOC’s favour in certain cases claiming damages from threats of contamination, the claims asserted in remaining matters, and Shell’s track
record with regard to amounts paid to resolve varying claims, management of Shell does not currently believe that the outcome of the remaining
oxygenate-related litigation pending, as at December 31, 2010, will have a material impact on Shell.
Other
Shell subsidiaries are subject to a number of other loss contingencies arising from litigation and claims brought by governmental and private
parties, which are handled in the ordinary course of business. The operations and earnings of Shell subsidiaries continue, from time to time, to be
affected to varying degrees by political, legislative, fiscal and regulatory developments, including those relating to the protection of the
environment and indigenous groups, in the countries in which they operate, including for example, Nigeria. The industries in which Shell
subsidiaries are engaged are also subject to physical risks of various types. The nature and frequency of these developments and events, not all of
which are covered by insurance, as well as their effect on future operations and earnings, are unpredictable.
28 AUDIT FEE
A – Remuneration of auditors
Remuneration in respect of the audit of the Parent Company and Consolidated Financial Statements, including the audit of
Shell consolidation returns
Other audit fees, primarily in respect of audits of accounts of subsidiaries
Total audit fees
Total audit-related services (other services provided pursuant to legislation)
Taxation services (primarily for tax compliance)
Other services
Total
2010
2009
2008
$ MILLION
4
50
54
1
1
–
56
4
53
57
2
1
–
60
5
49
54
2
–
1
57
B – Remuneration for supply of services in relation to retirement benefit plans for employees of
subsidiaries
PricewaterhouseCoopers provides audit services to retirement benefit plans for employees of subsidiaries. Remuneration amounted to $1 million in
2010 (2009: $1 million; 2008: $1 million).
29 EARNINGS PER SHARE
Basic earnings per share are calculated by dividing the income attributable to Royal Dutch Shell plc shareholders for the year by the weighted
average number of Class A and B shares outstanding during the year.
Diluted earnings per share are based on the same income figures. The weighted average number of shares outstanding during the year is adjusted
for the number of shares related to share option schemes.
138
Shell Annual Report and Form 20-F 2010
Consolidated Financial Statements fl Notes to the Consolidated Financial Statements
[Note 29 continued]
Earnings per share are identical for Class A and Class B shares.
2010
2009
2008
Income attributable
to Royal Dutch Shell plc
shareholders
($ million)
20,127
12,518
26,277
Basic weighted
average number
of Class A and B
shares
6,132,640,190
6,124,906,119
6,159,102,114
Diluted weighted
average number
of Class A and B
shares
6,139,300,098
6,128,921,813
6,171,489,652
30 POST-BALANCE SHEET EVENTS
The sale of Shell’s Rio Grande Valley portfolio in south Texas was concluded for agreed consideration of $1.8 billion.
Shell agreed, subject to regulatory approval, a proposed divestment of the majority of its shareholdings in most of its Downstream businesses in
Africa for total consideration of approximately $1 billion.
Shell entered into an exclusivity agreement, expiring on April 1, 2011, under which Shell will sell its Stanlow refinery and associated local
marketing businesses in the UK for total consideration of approximately $1.3 billion.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas
139
SUPPLEMENTARY INFORMATION —
OIL AND GAS [A]
Proved reserves are shown net of any quantities of crude oil or natural
gas that are expected to be taken by others as royalties in kind but do
not exclude quantities related to royalties expected to be paid in cash
(except in North America and in other situations in which the royalty
quantities are owned by government and non-government associated
entities) or those related to fixed margin contracts. Proved reserves
include certain quantities of crude oil or natural gas that will be
produced under arrangements that involve Shell companies in risks and
rewards but do not transfer title of the product to those companies.
Oil and gas reserves cannot be measured exactly since estimation of
reserves involves subjective judgment (see “Risk factors” on
pages 13–15). These estimates remain subject to revision and are
unaudited supplementary information.
Proved reserves assurance process
A central group of reserves experts, whom on average have over
30 years’ experience in the oil and gas industry, undertake the primary
assurance of the proved reserves bookings. This group of experts are
part of the Reserves Assurance and Reporting (RAR) organisation. A
Vice-President with 39 years’ experience in the oil and gas industry
currently heads the RAR organisation. He is a member of the Society of
Petroleum Engineers and holds a Bachelor of Science degree in
petroleum engineering from the University of Tulsa, Oklahoma, USA
and Master of Science degrees in both petroleum engineering and
operations research from Stanford University, California, USA. The RAR
organisation reports directly to an Executive Vice-President of Finance,
who is a member of the Upstream Reserves Committee. The Upstream
Reserves Committee is a multidisciplinary committee consisting of
senior representatives from the Finance, Legal, Projects & Technology
and Upstream organisations. The Upstream Reserves Committee
reviews and endorses all proved reserves bookings with final approval
remaining with Shell’s Executive Committee. The Internal Audit function
also provides secondary assurance through risk-based audits, focusing
on the control framework and large proved reserves bookings.
[A] Reserves, reserves volumes and reserves-related information and disclosure
are referred to as “unaudited” as a means of clarifying that this information is
not covered by the audit opinion of the independent registered public
accounting firm that has audited and reported on the Consolidated Financial
Statements.
Adoption of revised reserves reporting
standards
Shell has significant oil and gas operations, and is therefore required to
present certain supplementary disclosures regarding those operations
and its proved oil and gas reserves in accordance with the rules of the
SEC and the Financial Accounting Standards Board (FASB). On
December 28, 2008, the SEC adopted revised rules for the
modernisation of oil and gas reporting requirements. In January 2010,
the FASB adopted a revised standard for oil and gas reserves
estimation and disclosures. Both of those revised standards are effective
for annual periods ending on or after December 31, 2009.
Retroactive adoption is not permitted and accordingly:
(cid:2) all reserves disclosures for 2008 are reported in accordance with the
disclosure standards in effect during that period;
(cid:2) all reserves disclosures as at December 31, 2009 and 2010,
including the standardised measure of discounted future cash flows,
are calculated on the basis of the revised SEC and FASB standards
referred to above; and
(cid:2) in order to show the changes effected by the revised disclosure rules
for 2009, (i) the reserves balances at the beginning of the year 2009
are shown on the basis of the previous rules and (ii) the changes
effected by the rules changes are included in revisions and
reclassifications for previously booked proved reserves or extensions
and discoveries for new proved reserves for 2009.
In accordance with the revised SEC rules, proved oil and gas reserves
quantities at December 31, 2010, and December 31, 2009, are based
on a 12-month unweighted arithmetic average sales price, calculated
on a first-day-of-the-month basis compared with the year-end prices
used in 2008.
Reserves
Net quantities (which are unaudited) of proved oil and gas reserves are
shown in the tables on pages 141–147. Proved reserves are those
quantities of crude oil, natural gas, natural gas liquids, synthetic crude
oil and bitumen, and sales products of other non-renewable natural
resources which, by analysis of geoscience and engineering data, can
be estimated with reasonable certainty to be economically producible
in future years from known reservoirs, under existing economic
conditions, operating methods and government regulations. In some
cases, substantial new investment in additional wells and related
facilities will be required to recover these proved reserves. Proved
developed oil and gas reserves are reserves of any category that can
be expected to be recovered through existing wells with existing
equipment and operating methods, or through installed extraction
equipment and infrastructure – if the extraction is by means not
involving a well and the cost of the required equipment is relatively
minor compared with the cost of a new well. The unaudited proved
reserves volumes reported exclude volumes attributable to oil and gas
discoveries that are not at present considered proved. Such volumes
will be included when technical, fiscal and other conditions allow them
to be economically developed and produced.
We include proved reserves associated with future production that will
be consumed in operations.
140
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Crude oil, natural gas liquids, synthetic crude oil and bitumen
Asia
The net increase of 210 million barrels in revisions and reclassifications
in Oman, Kazakhstan and Malaysia related to ongoing development
activity, study activity, improved performance data and improved
economic conditions related to changes in commodity prices. Some
60 million barrels of the additions were estimated to be the result of
applying the revised SEC rules and were related to the use of
analogues in the aggregate.
Africa
The addition of 241 million barrels was mainly the result of the net
increase of 189 million barrels in revisions and reclassifications mainly
located in Nigeria, related to ongoing development and study activity,
improved economics and changes in commercial agreements and an
impairment reversal in Nigeria. The increase of 51 million barrels in
extensions and discoveries was mainly associated with new bookings
in fields in Nigeria.
North America – USA
The net increase of 146 million barrels was mainly from 92 million
barrels in revisions and reclassifications associated with performance
improvements including waterfloods, study activity and improved
economics related to the higher commodity prices. A further increase of
54 million barrels was related to extensions and discoveries from new
bookings.
North America – Canada
The total of 1,630 million barrels of additions to synthetic crude oil
came mainly from 1,207 million barrels in revisions and
reclassifications of which 997 million barrels were proven minable oil
sands. This included the conversion of proven minable oil sands
reserves to synthetic crude oil reserves that were previously included in
our proven minable reserves in accordance with the revised SEC and
FASB rules. Additional upward revisions were the result of completed
geoscience and engineering study work as well as a further increase of
65 million barrels due to the addition of consumed in operations
volumes. The increase of 423 million barrels was related to extensions
and discoveries from new mine extensions.
The net increase of 54 million barrels in revisions and reclassifications
for bitumen were related primarily to improved economics due to a
higher commodity price for bitumen in 2009.
SHELL SHARE OF EQUITY-ACCOUNTED INVESTMENTS
Asia
The net increase of 200 million barrels related to revisions and
reclassifications in Abu Dhabi, Brunei, Russia and Qatar. These
revisions were primarily related to licence agreement extensions, the
positive results of new well information and better than expected well
performance related to ongoing development activity and study work.
North America – USA
The net increase of 73 million barrels in revisions and reclassifications
was related to improved field performance, study activity and improved
economics due to a higher commodity price.
CRUDE OIL, NATURAL GAS
LIQUIDS, SYNTHETIC CRUDE OIL
AND BITUMEN
Shell subsidiaries’ estimated net proved reserves of crude oil, natural
gas liquids, synthetic crude oil and bitumen at the end of the year; their
share of the net proved reserves of equity-accounted investments at the
end of the year; and the changes in such reserves during the year are
set out below.
Significant changes in crude oil, natural gas liquids, synthetic crude oil
and bitumen proved developed and undeveloped reserves are
discussed below.
2010 compared with 2009
SHELL SUBSIDIARIES
Europe
The net increase of 205 million barrels in revisions and reclassifications
resulted from field performance studies and development activities. The
reservoir performance analyses and updates in multiple fields
supported the continuing better production performance of major assets
than historically predicted, primarily in fields in Denmark and the UK.
Asia
The net increase of 313 million barrels in revisions and reclassifications
resulted from field performance studies in producing fields,
development activities and integration of production systems in our
integrated gas-to-liquids project.
Africa
The net increase of 138 million barrels in revisions and reclassifications
resulted from field performance studies and development activities. The
reservoir analyses and updates in fields supported the continuing better
performance than historically predicted.
North America – USA
The net increase in revisions and reclassifications and improved
recovery of 101 million barrels resulted from production performance
studies, development activities and waterflood projects. A further
increase of 96 million barrels related to extensions and discoveries
from new bookings and extensions of the proved area in the Gulf of
Mexico.
SHELL SHARE OF EQUITY- ACCOUNTED INVESTMENTS
Asia
The net increase of 101 million barrels in revisions and reclassifications
resulted from better field production performance and ongoing
development activities in fields.
2009 compared with 2008
SHELL SUBSIDIARIES
Europe
The net increase of 123 million barrels in revisions and reclassifications
was the result of better reservoir performance from waterfloods,
development activity supported by study activity and improved
economics. The increase in commodity prices resulted in the rebooking
of some 49 million barrels debooked in 2008.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Crude oil, natural gas liquids, synthetic crude oil and bitumen
141
Crude oil, natural gas liquids, synthetic crude oil and bitumen
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 10
MILLION BARRELS
Europe
Asia Oceania
Africa
North
South
America
America
USA
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
Total
All
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [A]
At December 31
Shell share of equity-accounted
investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
Total
Reserves attributable to non-
controlling interest in Shell
subsidiaries held by third parties
496
205
–
–
11
(23)
1,231
313
8
7
33
–
(102)
(99)
587
1,493
30
2
–
–
–
–
(2)
30
599
101
4
9
–
–
(121)
592
617
2,085
77
7
–
1
–
–
(11)
74
58
2
–
–
–
(15)
(10)
35
109
735
138
–
7
14
(14)
(130)
750
–
–
–
–
–
–
–
–
750
422
38
1,599
47
54
96
1
(5)
(59)
556
288
22
–
4
–
–
(27)
287
843
2
–
2
–
–
(4)
–
–
–
–
(7)
35
(28)
1,567
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
57
(2)
–
3
–
–
(7)
51
–
–
–
–
–
–
–
–
38
17
–
31
–
–
3,037
1,599
729
62
144
59
(42)
(4)
–
–
–
–
57
(2)
–
3
–
–
4,693
723
62
147
59
(42)
(20)
66
(428)
(28)
3,561
1,567
(7)
51
(463)
5,179
19
6
–
1
–
–
(3)
23
89
994
133
4
14
–
(15)
(163)
967
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
994
133
4
14
–
(15)
(163)
967
4,528
1,567
51
6,146
35
1,567
51
At December 31
–
5
–
13
–
–
–
–
–
18
–
–
18
[A] Includes 2 million barrels consumed in operations.
PR OVE D D E V E L O PE D RE SE RV E S 2 0 1 0
Europe
Asia Oceania
Africa
USA
North
South
America
America
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
MILLION BARRELS
Total
All
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted
investments
At January 1
At December 31
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
384
496
9
22
341
382
420
402
40
36
39
22
379
406
–
–
249
262
216
205
23
26
691
1,214
–
–
–
–
29
23
–
–
35
38
17
21
1,451
1,646
691
1,214
29
23
2,171
2,883
701
672
–
–
–
–
701
672
PR OVE D U N D E V E L OPE D RE S E RV E S 2 0 1 0
MILLION BARRELS
Europe
Asia Oceania
Africa
North
South
America
America
USA
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
Total
All
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
112
91
890
1,111
21
8
179
190
37
38
19
13
356
344
173
294
–
–
72
82
15
9
–
–
908
353
–
–
28
28
–
–
3
28
1,586
1,915
908
353
28
28
2,522
2,296
2
2
293
295
–
–
–
–
293
295
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted
investments
At January 1
At December 31
142
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Crude oil, natural gas liquids, synthetic crude oil and bitumen
Crude oil, natural gas liquids, synthetic crude oil and bitumen
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 09
MILLION BARRELS
Europe
Asia Oceania
Africa
North
South
America
America
USA
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
Total
All
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [A]
At December 31
Shell share of equity-accounted
investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
Total
Reserves attributable to non-
controlling interest in Shell
subsidiaries held by third parties
481
123
1,069
210
–
7
–
(1)
39
15
–
–
65
4
–
19
–
–
598
189
1
51
–
–
347
40
92
–
54
–
–
4
–
1
–
–
–
1,207
–
423
–
–
(114)
(102)
496
1,231
(11)
77
(104)
735
(71)
422
(7)
38
(31)
1,599
10
22
–
–
–
–
(2)
30
493
200
2
18
–
–
(114)
599
526
1,830
59
12
–
–
–
–
(13)
58
135
–
–
–
–
–
–
–
–
735
241
73
–
3
–
–
(29)
288
710
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
38
1,599
57
8
54
–
2
–
–
(7)
57
–
–
–
–
–
–
–
–
12
11
–
24
–
–
(9)
38
20
1
–
–
–
–
(2)
19
57
2,612
633
40
171
–
(1)
–
1,207
–
423
–
–
(418)
(31)
3,037
1,599
823
308
2
21
–
–
(160)
994
–
–
–
–
–
–
–
–
8
54
–
2
–
–
(7)
57
–
–
–
–
–
–
–
–
2,620
1,894
40
596
–
(1)
(456)
4,693
823
308
2
21
–
–
(160)
994
4,031
1,599
57
5,687
At December 31
–
–
–
10
–
–
–
–
–
10
–
–
10
[A] Includes 2 million barrels consumed in operations.
PR OVE D D E V E L O PE D RE SE RV E S 2 0 0 9
Europe
Asia Oceania
Africa
USA
North
South
America
America
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
MILLION BARRELS
Total
All
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted
investments
At January 1
At December 31
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
376
384
8
9
307
341
375
420
55
40
49
39
300
379
–
–
175
249
189
216
26
23
–
–
–
691
–
–
8
29
–
–
10
35
19
17
1,249
1,451
–
691
8
29
1,257
2,171
640
701
–
–
–
–
640
701
PR OVE D U N D E V E L OPE D RE S E RV E S 2 0 0 9
MILLION BARRELS
Europe
Asia Oceania
Africa
North
South
America
America
USA
Canada
Oil and
Oil and
Oil and
Oil and
Oil and
Oil and
Synthetic
Oil and
Oil and
Synthetic
Total
All
NGL
NGL
NGL
NGL
NGL
NGL
crude oil
Bitumen
NGL
NGL
crude oil
Bitumen
products
105
112
2
21
762
890
118
179
10
37
10
19
298
356
172
173
–
–
52
72
14
15
–
–
–
908
–
–
–
28
–
–
2
3
1
2
1,363
1,586
–
908
–
28
1,363
2,522
183
293
–
–
–
–
183
293
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted
investments
At January 1
At December 31
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Crude oil and natural gas liquids
143
Crude oil and natural gas liquids
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 08
North America
MILLION BARRELS
South
Europe
Asia
Oceania
Africa
USA
Canada [A]
America
Total
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
Shell share of equity-accounted investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
615
13
–
9
–
(21)
(135)
481
26
(14)
–
–
–
–
(2)
10
996
174
23
15
–
(36)
(103)
1,069
609
(17)
–
10
–
–
(109)
493
63
11
–
4
–
(2)
(11)
65
63
11
–
–
–
(1)
(14)
59
Reserves attributable to non-controlling interest in Shell
subsidiaries held by third parties
At December 31
–
–
–
574
108
31
5
–
(4)
(116)
598
–
–
–
–
–
–
–
–
8
375
35
–
7
–
(1)
(69)
347
297
(27)
–
1
–
–
(30)
241
–
119
(58)
–
–
4
–
(17)
48
–
–
–
–
–
–
–
–
–
9
12
–
–
–
–
(9)
2,751
295
54
40
4
(64)
(460)
12
2,620
30
(6)
–
–
–
–
(4)
20
1,025
(53)
–
11
–
(1)
(159)
823
–
8
PR OVE D D E V E L O PE D RE SE RV E S 2 0 0 8
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
[A] Includes bitumen reserves.
North America
MILLION BARRELS
South
Europe
Asia
Oceania
Africa
USA
Canada [A]
America
Total
470
376
7
8
329
307
442
375
39
55
52
49
352
300
–
–
185
175
238
189
74
34
–
–
7
10
25
19
1,456
1,257
764
640
144
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Natural gas
NATURAL GAS
Shell subsidiaries’ estimated net proved reserves of natural gas at the
end of the year; their share of the net proved reserves of equity-
accounted investments at the end of the year; and the changes in such
reserves during the year are set out below. The volumes in the table
below have not been adjusted to standard heat content. Apart from
integrated projects, volumes of gas are reported on an “as-sold” basis.
The price used to calculate future revenues and cash flows from proved
gas reserves is the contract price or the 12-month average on “as-sold”
volumes. Volumes associated with integrated projects are those
measured at a designated transfer point between the Upstream and
Downstream portions of the integrated project. Natural gas has been
converted to oil equivalent using a factor of 5,800 scf per barrel.
Significant changes in natural gas proved developed and undeveloped
reserves are discussed below.
2010 compared with 2009
SHELL SUBSIDIARIES
Europe
The net increase of 1,077 thousand million scf in revisions and
reclassifications resulted from better production performance combined
with a higher average price resulting in extending the End of Field Life
primarily in Denmark, Germany and Norway.
Asia
A net decrease of 1,379 thousand million scf in revisions and
reclassifications primarily resulted from a decrease in economic
entitlement share due to higher commodity prices.
Oceania
A net increase of 262 thousand million scf from revisions and
reclassifications resulted from better field production performance and
subsurface/surface facilities studies.
Africa
The increase of 194 thousand million scf in extensions and discoveries
resulted from new bookings of technically and commercially mature
reservoirs.
North America – USA
A net increase of 292 thousand million scf in revisions and
reclassifications related to drilling activities and higher commodity
prices. The increase of 432 thousand million scf in extensions and
discoveries resulted from new bookings and extensions of proved areas
by drilling activities.
North America – Canada
The increase of 334 thousand million scf in extensions and discoveries
related to development drilling which resulted in additional proved
areas and an extended End of Field Life.
SHELL SHARE OF EQUITY- ACCOUNTED INVESTMENTS
Asia
The net increase of 321 thousand million scf in revisions and
reclassifications primarily resulted from an update of reservoir models,
reflecting continuous better production performance than historically
predicted, development activities and an extended End of Field Life. A
further increase of 184 thousand million scf in extensions and
discoveries resulted from drilling activities and field performance
studies.
Oceania
In Australia a net decrease of 468 thousand million scf resulted from
acquisition and divestment activity.
2009 compared with 2008
SHELL SUBSIDIARIES
Europe
The net increase of 751 thousand million scf in revisions and
reclassifications resulted from improved performance data, ongoing
development and study activity and the inclusion of consumed in
operations volumes in Denmark, Germany, Norway and the UK; this
increase was partially offset by the negative impact of lower gas prices.
This included the proved reserves associated with future production that
will be consumed in operations of 226 thousand million scf.
Asia
The net increase of 580 thousand million scf in revisions and
reclassifications was primarily the result of additional development
drilling, better performance results and rebookings in Malaysia due to
higher commodity prices and further development activity in Qatar.
These increases were partially offset by the negative PSC effects related
to the higher product prices, predominantly in Qatar. The effect of
including future production that will be consumed in operations was
603 thousand million scf.
Oceania
The increase of 2,880 thousand million scf in extensions and
discoveries primarily related to new bookings offshore Australia and
included future production that will be consumed in operations of 360
thousand million scf.
Africa
The combined net increase of 1,460 thousand million scf was primarily
the result of new bookings from field extensions and of development
and study activity in a number of fields in Nigeria.
North America – USA
The increase of 229 thousand million scf in extensions and discoveries
was primarily due to new bookings resulting from ongoing
development activity both onshore and offshore the USA. Proved
reserves associated with future production that will be consumed in
operations were 99 thousand million scf; this was significantly
impacted by negative revisions related to lower gas prices in 2009.
SHELL SHARE OF EQUITY-ACCOUNTED INVESTMENTS
Europe
The net increase of 594 thousand million scf in revisions and
reclassifications was predominantly from fields in the Netherlands and
was related to re-evaluations of reservoir performance and the inclusion
of future production related to own use consumed in operations. The
effect of including future production that will be consumed in operations
on proved reserves was 271 thousand million scf.
Asia
The net increase of 1,008 thousand million scf in revisions and
reclassifications was the combined result of additional development
drilling, better performance results and study activity in Russia and
Brunei. This also included an increase of 600 thousand million scf of
proved reserves volumes that will be consumed in operations.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Natural gas
145
Oceania
The net increase of 862 thousand million scf in revisions and
reclassifications was primarily due to related development and study
activities in Australia and the addition of proved reserves volumes that
will be consumed in operations.
Natural gas
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 10
THOUSAND MILLION STANDARD CUBIC FEET
North America
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [A]
At December 31
Shell share of equity-accounted investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [B]
At December 31
Total
Reserves attributable to non-controlling interest in Shell
subsidiaries held by third parties
At December 31
Europe
Asia
Oceania
Africa
USA
Canada
4,722
1,077
13,733
(1,379)
4,800
262
–
–
2
(20)
–
122
9
–
(699)
5,082
(515)
11,970
11,113
103
–
–
–
–
(732)
6,079
321
1
184
–
–
(337)
10,484
15,566
6,248
18,218
–
9
–
(20)
(237)
4,814
1,832
52
–
–
48
(516)
(81)
1,335
6,149
3,038
118
–
194
5
(80)
(286)
2,989
–
–
–
–
–
–
–
2,258
292
41
432
173
(94)
(431)
2,671
65
16
–
–
–
–
(7)
1,172
36
–
334
–
(11)
(223)
1,308
–
–
–
–
–
–
–
South
America
238
(75)
–
13
–
(2)
(25)
149
5
6
–
–
–
–
–
Total
29,961
331
41
1,104
189
(227)
(2,416)
28,983
19,094
498
1
184
48
(516)
(1,157)
18,152
47,135
–
2,989
74
2,745
–
1,308
11
160
–
24
–
8
–
–
–
32
[A] Includes 138 thousand million standard cubic feet consumed in operations.
[B] Includes 40 thousand million standard cubic feet consumed in operations.
PR OVE D D E V E L O PE D RE SE RV E S 2 0 1 0
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
PR OVE D U N D E V E L OPE D RE S E RV E S 2 0 1 0
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
THOUSAND MILLION STANDARD CUBIC FEET
North America
South
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
3,574
4,358
8,732
8,154
2,418
2,273
1,973
2,510
1,046
1,041
354
311
957
1,092
1,248
1,460
–
–
56
55
754
869
–
–
173
89
10,170
11,182
5
9
11,120
11,039
THOUSAND MILLION STANDARD CUBIC FEET
North America
Europe
Asia
Oceania
Africa
USA
Canada
1,148
724
2,381
2,330
11,315
9,697
4,106
3,738
3,754
3,773
1,478
1,024
2,081
1,897
1,010
1,211
–
–
9
19
418
439
–
–
South
America
65
60
–
2
Total
19,791
17,801
7,974
7,113
146
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Natural gas
Natural gas
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 09
THOUSAND MILLION STANDARD CUBIC FEET
North America
South
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [A]
At December 31
Shell share of equity-accounted investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production [B]
At December 31
Total
Reserves attributable to non-controlling interest in Shell
subsidiaries held by third parties
At December 31
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
4,641
751
13,556
580
–
30
–
–
(700)
–
198
–
–
(601)
4,722
13,733
11,091
594
–
29
–
–
(601)
5,256
1,008
1
71
–
–
(257)
2,045
94
–
2,880
16
–
(235)
4,800
1,055
862
–
–
–
–
(85)
1,759
740
–
720
–
–
(181)
2,392
36
–
229
–
–
(399)
1,231
(4)
–
160
–
–
(215)
303
(41)
–
8
–
–
(32)
25,927
2,156
–
4,225
16
–
(2,363)
3,038
2,258
1,172
238
29,961
–
–
–
–
–
–
–
10
63
–
1
–
–
(9)
–
–
–
–
–
–
–
–
5
–
–
–
–
–
17,412
2,532
1
101
–
–
(952)
11,113
15,835
6,079
19,812
1,832
6,632
–
3,038
65
2,323
–
1,172
5
243
19,094
49,055
–
15
–
5
–
–
–
20
[A] Includes 188 thousand million standard cubic feet consumed in operations.
[B] Includes 30 thousand million standard cubic feet consumed in operations.
PR OVE D D E V E L O PE D RE SE RV E S 2 0 0 9
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
PR OVE D U N D E V E L OPE D RE S E RV E S 2 0 0 9
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
THOUSAND MILLION STANDARD CUBIC FEET
North America
South
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
3,371
3,574
9,131
8,732
2,021
2,418
852
1,973
1,501
1,046
575
354
593
957
–
–
1,194
1,248
8
56
747
754
–
–
144
173
9,571
10,170
–
5
10,566
11,120
Europe
Asia
Oceania
Africa
USA
Canada
South
America
Total
THOUSAND MILLION STANDARD CUBIC FEET
North America
1,270
1,148
1,960
2,381
11,535
11,315
4,404
4,106
544
3,754
480
1,478
1,166
2,081
1,198
1,010
–
–
2
9
484
418
–
–
159
65
16,356
19,791
–
–
6,846
7,974
Natural gas
PR OVE D DE VE L O PE D AN D U N DE V E L OPE D RE S E RVE S 20 08
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Natural gas
147
THOUSAND MILLION STANDARD CUBIC FEET
North America
South
Shell subsidiaries
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
Shell share of equity-accounted investments
At January 1
Revisions and reclassifications
Improved recovery
Extensions and discoveries
Purchases of minerals in place
Sales of minerals in place
Production
At December 31
Reserves attributable to non-controlling interest in Shell
subsidiaries held by third parties
At December 31
PR OVE D D E V E L O PE D RE SE RV E S 2 0 0 8
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
4,903
356
10,572
3,326
–
93
–
(1)
(710)
–
156
–
–
(498)
1,884
273
–
55
40
–
(207)
1,741
143
–
130
–
–
(255)
2,468
178
–
135
–
(7)
(382)
923
(3)
–
52
408
–
(149)
334
5
–
–
–
–
(36)
22,825
4,278
–
621
448
(8)
(2,237)
4,641
13,556
2,045
1,759
2,392
1,231
303
25,927
11,578
144
–
17
–
(11)
(637)
5,678
(569)
–
330
–
–
(183)
802
330
–
–
–
–
(77)
11,091
5,256
1,055
–
21
–
–
–
–
–
–
–
–
–
–
12
1
–
–
–
–
(3)
10
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
18,070
(94)
–
347
–
(11)
(900)
17,412
21
THOUSAND MILLION STANDARD CUBIC FEET
North America
South
Shell subsidiaries
At January 1
At December 31
Shell share of equity-accounted investments
At January 1
At December 31
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
3,185
3,371
9,543
9,131
1,311
2,021
960
852
983
1,501
373
575
703
593
–
–
1,319
1,194
8
8
687
747
–
–
170
144
8,358
9,571
–
–
10,884
10,566
148
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Standardised measure of discounted future cash flows
STANDARDISED MEASURE
OF DISCOUNTED FUTURE
CASH FLOWS
SEC Form 20-F requires the disclosure of a standardised measure of
discounted future cash flows, relating to proved oil and gas reserves
quantities and based on a 12-month unweighted arithmetic average
sales price, calculated on a first-day-of-the-month basis, with cost
factors based on those at the end of each year, currently enacted tax
2 010 – S HE L L SUBSIDIARI ES
rates and a 10% annual discount factor. For 2008, the price and costs
were those at year end. The information so calculated does not provide
a reliable measure of future cash flows from proved reserves, nor does
it permit a realistic comparison to be made of one entity with another
because the assumptions used cannot reflect the varying circumstances
within each entity.
In addition, a substantial but unknown proportion of future real cash
flows from oil and gas production activities is expected to derive from
reserves which have already been discovered, but which cannot yet be
regarded as proved.
Future cash inflows
Future production costs
Future development costs
Future tax expenses
Future net cash flows
Effect of discounting cash flows at 10%
Standardised measure of discounted future net
cash flows
Non-controlling interest included
Europe
82,004
28,812
11,719
25,739
15,734
4,150
11,584
–
Asia
125,394
24,155
17,432
34,635
49,172
29,399
Oceania
35,794
8,797
11,946
5,090
9,961
8,498
19,773
126
1,463
–
Africa
65,203
22,453
7,770
21,854
13,126
4,111
9,015
166
2 0 1 0 – S HE L L S HA RE OF E QU I T Y-A CCOU N TE D I N V E S T ME N T S
North America
USA
53,573
25,277
11,753
5,852
10,691
3,835
6,856
–
Canada
114,649
67,835
18,988
7,521
20,305
13,524
6,781
–
North America
Asia
Oceania [A]
Africa
USA
Canada
Future cash inflows
Future production costs
Future development costs
Future tax expenses
Future net cash flows
Effect of discounting cash flows at 10%
Standardised measure of discounted future net
Europe
71,140
50,406
2,265
6,881
11,588
5,159
69,452
30,703
5,116
14,750
18,883
7,024
12,179
3,083
1,410
1,751
5,935
2,423
cash flows
6,429
11,859
3,512
–
–
–
–
–
–
–
21,994
8,099
2,944
3,921
7,030
2,928
4,102
–
–
–
–
–
–
–
$ MILLION
Total
481,490
179,836
80,938
101,263
119,453
63,599
South
America
4,873
2,507
1,330
572
464
82
382
–
55,854
292
$ MILLION
Total
176,432
92,784
11,853
27,834
43,961
17,699
South
America
1,667
493
118
531
525
165
360
26,262
[A] Includes Shell’s ownership of 24% of Woodside Petroleum Ltd as from November 2010 (previously: 34%), a publicly listed company on the Australian Securities
Exchange. We have limited access to data, accordingly the numbers are estimated.
2 009 – S HE L L SUBSIDIARI ES
North America
Future cash inflows
Future production costs
Future development costs
Future tax expenses
Future net cash flows
Effect of discounting cash flows at 10%
Standardised measure of discounted future net
cash flows
Non-controlling interest included
Europe
61,836
23,116
11,724
14,496
12,500
3,010
9,490
–
Asia
87,327
18,367
18,429
21,254
29,277
19,848
Oceania
29,353
9,169
12,977
2,955
4,252
5,319
Africa
48,742
18,697
5,975
10,929
13,141
3,649
9,429
5
(1,067)
–
9,492
105
USA
32,766
16,964
6,131
3,496
6,175
1,517
4,658
–
$ MILLION
Total
354,360
149,868
75,983
56,412
72,097
38,702
South
America
2,481
1,268
444
313
456
53
Canada
91,855
62,287
20,303
2,969
6,296
5,306
990
–
403
–
33,395
110
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Standardised measure of discounted future cash flows
149
2 0 0 9 – S HE L L S HA RE OF E QU I T Y-A CCOU N TE D I N V E S T ME N T S
Future cash inflows
Future production costs
Future development costs
Future tax expenses
Future net cash flows
Effect of discounting cash flows at 10%
Standardised measure of discounted future net
Europe
84,784
58,794
2,624
9,105
14,261
6,530
Asia
54,598
24,105
5,679
10,576
14,238
5,485
North America
Oceania [A]
29,412
Africa
–
USA
15,778
Canada
–
13,549
4,700
4,658
6,505
3,020
–
–
–
–
–
–
7,565
2,488
2,073
3,652
1,443
2,209
–
–
–
–
–
–
$ MILLION
Total
185,573
104,472
15,545
26,698
38,858
16,512
South
America
1,001
459
54
286
202
34
168
22,346
cash flows
7,731
8,753
3,485
[A] Reflects Shell’s ownership of 34% of Woodside Petroleum Ltd, a publicly listed company on the Australian Securities Exchange. We have limited access to data,
accordingly the numbers are estimated.
2 008
Shell subsidiaries:
Future cash inflows
Future production costs
Future development costs
Future tax expenses
Future net cash flows
Effect of discounting cash flows at 10%
Standardised measure of discounted future net
cash flows
Shell share of equity-accounted investments
Non-controlling interests included
North America
Europe
Asia
Oceania
Africa
USA
Canada [A]
46,960
17,007
9,848
11,188
8,917
2,186
6,731
9,921
–
56,134
15,923
15,463
10,103
14,645
10,940
3,705
2,834
1
6,621
2,805
1,023
861
1,932
754
1,178
396 [B]
–
24,059
11,107
5,727
2,360
4,865
1,078
3,787
–
(19)
25,939
13,737
8,683
1,419
2,100
338
1,762
783
–
7,973
5,246
1,849
325
553
(61)
614
–
–
$ MILLION
Total
168,793
66,254
42,746
26,426
33,367
15,372
17,995
14,000
(18)
South
America
1,107
429
153
170
355
137
218
66
–
[A] Excludes synthetic crude oil.
[B] Reflects Shell’s ownership of 34% of Woodside Petroleum Ltd, a publicly listed company on the Australian Securities Exchange. We have limited access to data,
accordingly the numbers are estimated.
Change in standardised measure of discounted
future net cash flows relating to proved oil and
gas reserves
2 010
At January 1
Net changes in prices and production costs
Extensions, discoveries and improved recovery
Purchases and sales of minerals in place
Revisions of previous reserves estimates
Development cost related to future production
Sales and transfers of oil and gas, net of production costs
Development cost incurred during the year
Accretion of discount
Net change in income tax
At December 31
Shell share
of equity-
accounted
investments
22,346
10,585
785
(2,070)
3,732
(698)
(11,432)
2,380
3,393
(2,759)
26,262
Shell
subsidiaries
33,395
49,223
5,486
317
23,288
(12,355)
(36,841)
13,454
5,928
(26,041)
55,854
$ MILLION
Total
55,741
59,808
6,271
(1,753)
27,020
(13,053)
(48,273)
15,834
9,321
(28,800)
82,116
Shell share
of equity-
accounted
investments
14,000
15,067
2,328
–
7,045
(6,071)
(12,829)
3,861
2,994
(4,049)
22,346
Shell
subsidiaries
17,995
35,269
17,898
(23)
18,267
(28,834)
(27,443)
14,569
2,901
(17,204)
33,395
$ MILLION
Total
31,995
50,336
20,226
(23)
25,312
(34,905)
(40,272)
18,430
5,895
(21,253)
55,741
$ MILLION
2008
54,359
(69,345)
3,640
(759)
12,718
(3,275)
(48,503)
10,669
10,362
48,129
17,995
150
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Standardised measure of discounted future cash flows
2 009
At January 1
Net changes in prices and production costs
Extensions, discoveries and improved recovery
Purchases and sales of minerals in place
Revisions of previous reserve estimates
Development cost related to future production
Sales and transfers of oil and gas, net of production costs
Development cost incurred during the year
Accretion of discount
Net change in income tax
At December 31
S HE L L S U B S I D I A RI E S
At January 1
Net changes in prices and production costs
Extensions, discoveries and improved recovery
Purchases and sales of minerals in place
Revisions of previous reserves estimates
Development cost related to future production
Sales and transfers of oil and gas, net of production costs
Development cost incurred during the year
Accretion of discount
Net change in income tax
At December 31
Additional information concerning proved
reserves
Proved reserves can be either developed or undeveloped. Subsidiaries’
proved reserves at December 31, 2010, were divided into 47%
developed and 53% undeveloped on a barrel of oil equivalent basis.
For the Shell share of equity-accounted investments the proved reserves
were divided into 63% developed and 37% undeveloped.
Proved reserves are recognised under various forms of contractual
agreements. Shell’s proved reserves volumes at December 31, 2010,
present in agreements such as PSCs or other forms of economic
entitlement contracts, where the Shell share of reserves can vary with
commodity prices, were approximately 1,533 million barrels of crude
oil and natural gas liquids, and 14,390 thousand million scf of gas.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas exploration and production activities capitalised costs
151
OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
CAPITALISED COSTS
The aggregate amount of property, plant and equipment and intangible
assets relating to oil and gas exploration and production activities and
the aggregate amount of the related depreciation, depletion and
amortisation at December 31, are shown in the tables below.
Shell subsidiaries
Cost
Proved properties [A]
Unproved properties
Support equipment and facilities
Depreciation
Proved properties [A]
Unproved properties
Support equipment and facilities
Net capitalised costs
[A] Includes capitalised asset decommissioning and restoration costs and related depreciation.
Shell share of equity-accounted investments
Cost
Proved properties [A]
Unproved properties
Support equipment and facilities
Depreciation
Proved properties [A]
Unproved properties
Support equipment and facilities
Net capitalised costs
[A] Includes capitalised asset decommissioning and restoration costs and related depreciation.
$ MILLION
2010
2009
159,099
26,420
6,034
191,553
90,873
2,095
3,255
96,223
95,330
151,303
20,787
5,778
177,868
88,226
1,899
2,687
92,812
85,056
$ MILLION
2010
2009
41,968
3,058
3,156
48,182
22,576
131
1,657
24,364
23,818
40,555
891
2,991
44,437
20,552
62
1,676
22,290
22,147
152
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas exploration and production activities costs incurred
OIL AND GAS EXPLORATION
AND PRODUCTION ACTIVITIES
COSTS INCURRED
Costs incurred during the year in oil and gas property acquisition,
exploration and development activities, whether capitalised or charged
to income currently, are shown in the table below. Development costs
exclude costs of acquiring support equipment and facilities, but include
depreciation thereon.
Shell subsidiaries
2 010
Acquisition of properties
Proved
Unproved
Exploration
Development [A]
North America
South
$ MILLION
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
302
304
380
4
110
414
2,590
2,800
–
–
410
437
313
330
508
1,569
38
5,776
1,939
2,072
–
86
443
3,239
–
–
277
307
657
6,606
4,371
13,014
[A] Includes capitalised asset decommissioning and restoration costs.
2 009
Acquisition of properties
Proved
Unproved
Exploration
Development [A]
Europe
Asia
Oceania
Africa
USA
Canada
South
America
North America
10
–
485
531
2
355
2,378
3,669
99
163
385
533
–
163
376
1,768
–
224
1,632
2,315
3
43
373
4,002 [B]
–
7
267
296
[A] Includes capitalised asset decommissioning and restoration costs.
[B] Includes synthetic crude oil activities of $3,110 million.
$ MILLION
Total
643
602
3,873
14,961
$ MILLION
2 008
Acquisition of properties
Proved
Unproved
Exploration
Development [A]
North America
South
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
1
–
573
3,009
115
–
355
4,113
60
176
252
239
16
11
616
710
–
2,567
980
2,877
661
4,608
425
1,324
–
–
418
193
853
7,362
3,619
12,465
[A] Includes capitalised asset decommissioning and restoration costs.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas exploration and production activities costs incurred
153
Shell share of equity-accounted investments
2 010
Acquisition of properties
Proved
Unproved
Exploration
Development [A]
North America
South
$ MILLION
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
–
–
59
306
–
–
276
2,083
–
–
127
849
–
–
–
–
–
–
4
302
–
–
–
–
–
–
–
50
–
–
466
3,590
[A] Includes capitalised asset decommissioning and restoration costs.
2 009
Acquisition of properties
Proved
Unproved
Exploration
Development [A]
North America
South
$ MILLION
Europe
Asia
Oceania
Africa
USA
Canada
America
Total
–
–
9
440
31
–
364
2,377
–
–
109
1,720
–
–
–
–
–
–
1
316
–
–
–
–
–
–
–
54
31
–
483
4,907
[A] Includes capitalised asset decommissioning and restoration costs.
2 008
Costs incurred
Europe
321
Asia
2,734
Oceania
1,208
Africa
–
USA
297
Canada
–
North America
$ MILLION
South
America
177
Total
4,737
154
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas exploration and production activities earnings
OIL AND GAS EXPLORATION AND
PRODUCTION ACTIVITIES EARNINGS
Shell subsidiaries
2 010
Revenue:
Third parties
Sales between businesses
Total
Production costs excluding taxes
Taxes other than income tax [A]
Exploration
Depreciation, depletion and amortisation
Other (costs)/income
Earnings before taxation
Taxation
Earnings after taxation
2 009 [A]
Revenue:
Third parties
Sales between businesses
Total
Production costs excluding taxes
Taxes other than income tax [B]
Exploration
Depreciation, depletion and amortisation
Other (costs)/income
Earnings before taxation
Taxation
Earnings after taxation
Europe
Asia
Oceania
Africa
USA
Canada
North America
$ MILLION
4,100
8,572
12,672
2,186
303
335
2,690
(1,144)
6,014
2,915
3,099
2,755
10,672
13,427
1,106
333
275
748
(2,748)
8,217
6,752
1,465
1,674
980
2,654
287
284
110
436
2,479
4,016
524
3,492
2,215
8,225
10,440
1,244
1,019
294
1,192
497
7,188
4,564
2,624
3,547
3,153
6,700
1,700
100
730
1,858
(528)
1,784
542
1,242
487
4,101
4,588
2,257
–
167
3,178
(1,324)
(2,338)
(614)
(1,724)
North America
Europe
Asia
Oceania
Africa
USA
Canada
2,945
8,271
11,216
2,729
322
273
2,730
(1,064)
4,098
2,886
1,212
2,449
8,170
10,619
1,113
185
208
937
(2,458)
5,718
4,744
974
1,001
877
1,878
177
172
196
307
(463)
563
69
494
1,613
5,524
7,137
1,285
465
532
1,233
(444)
3,178
2,370
808
3,055
2,774
5,829
1,666
56
610
2,440
(653)
404
(458)
862
348
3,334
3,682
1,963
–
177
1,999
(1,075)
(1,532)
(572)
(960)
South
America
121
1,356
1,477
209
154
125
636
72
425
132
293
South
America
119
486
605
184
68
182
124
(72)
(25)
(126)
101
Total
14,899
37,059
51,958
8,989
2,193
2,036
10,738
(2,696)
25,306
14,815
10,491
$ MILLION
Total
11,530
29,436
40,966
9,117
1,268
2,178
9,770
(6,229)
12,404
8,913
3,491
[A] Includes cash paid royalties to governments outside North America.
[A] Includes synthetic crude oil activities of earnings after taxation $249 million.
[B] Includes cash paid royalties to governments outside North America.
2 008
Revenue:
Third parties
Sales between businesses
Total
Production costs excluding taxes
Taxes other than income tax [A]
Exploration
Depreciation, depletion and amortisation
Other (costs)/income
Earnings before taxation
Taxation
Earnings after taxation
North America
$ MILLION
Europe
Asia
Oceania
Africa
USA
Canada
6,210
13,771
19,981
2,383
501
414
3,102
(440)
13,141
8,391
4,750
3,764
13,001
16,765
1,331
639
131
1,299
(2,107)
11,258
9,098
2,160
170
1,440
1,610
157
258
143
220
8
840
205
635
3,104
8,429
11,533
1,207
882
300
1,595
(20)
7,529
4,505
3,024
5,219
5,235
10,454
1,294
101
680
2,166
(76)
6,137
2,044
4,093
1,131
1,573
2,704
750
–
180
880
(330)
564
11
553
South
America
479
371
850
161
90
147
74
(41)
337
287
50
Total
20,077
43,820
63,897
7,283
2,471
1,995
9,336
(3,006)
39,806
24,541
15,265
[A] Includes cash paid royalties to governments outside North America.
Shell Annual Report and Form 20-F 2010
Supplementary information (unaudited) fl Oil and gas exploration and production activities earnings
155
Shell share of equity-accounted investments
2 010
Third party revenue
Total
Production costs excluding taxes
Taxes other than income tax [A]
Exploration
Depreciation, depletion and amortisation
Other income/(costs)
Earnings before taxation
Taxation
Earnings after taxation
Europe
5,027
5,027
355
2,471
19
247
337
2,272
878
1,394
Asia
6,895
6,895
815
2,416
8
1,177
(56)
2,423
1,338
1,085
Oceania [B]
1,471
1,471
196
Africa
–
–
–
139
111
303
3
725
207
518
–
–
–
–
–
–
–
North America
$ MILLION
USA
2,023
2,023
449
35
4
270
18
1,283
465
818
Canada
–
–
–
–
–
–
–
–
–
–
South
America
196
196
64
9
–
30
43
136
136
–
Total
15,612
15,612
1,879
5,070
142
2,027
345
6,839
3,024
3,815
[A] Includes cash paid royalties to governments outside North America.
[B] Includes Shell’s ownership of 24% of Woodside Petroleum Ltd as from November 2010 (previously: 34%), a publicly listed company on the Australian Securities
Exchange. We have limited access to data, accordingly the numbers are estimated.
2 009
Third party revenue
Total
Production costs excluding taxes
Taxes other than income tax [A]
Exploration
Depreciation, depletion and amortisation
Other income/(costs)
Earnings before taxation
Taxation
Earnings after taxation
Europe
4,965
4,965
334
2,201
13
300
332
2,449
940
1,509
Asia
4,962
4,962
843
1,446
126
964
(76)
1,507
955
552
Oceania [B]
1,053
Africa
–
1,053
148
72
92
294
30
477
194
283
–
–
–
–
–
–
–
–
–
North America
$ MILLION
USA
1,613
1,613
454
3
1
293
342
1,204
437
767
Canada
–
South
America
192
–
–
–
–
–
–
–
–
–
192
42
9
–
297
(36)
(192)
11
(203)
Total
12,785
12,785
1,821
3,731
232
2,148
592
5,445
2,537
2,908
[A] Includes cash paid royalties to governments outside North America.
[B] Reflects Shell’s ownership of 34% of Woodside Petroleum Ltd, a publicly listed company on the Australian Securities Exchange. We have limited access to data,
accordingly the numbers are estimated.
2 008
Earnings after taxation
Europe
2,519
Asia
467
Oceania [A]
535
Africa
–
USA
1,281
Canada
3
North America
$ MILLION
South
America
165
Total
4,970
[A] Reflects Shell’s ownership of 34% of Woodside Petroleum Ltd, a publicly listed company on the Australian Securities Exchange. We have limited access to data,
accordingly the numbers are estimated.
156
Shell Annual Report and Form 20-F 2010
Independent auditors’ report to the members of Royal Dutch Shell Plc
INDEPENDENT AUDITORS’
REPORT TO THE MEMBERS
OF ROYAL DUTCH SHELL PLC
We have audited the Parent Company Financial Statements of Royal
Dutch Shell plc (the “Company”) for the year ended December 31,
2010, which comprise the Statement of Income, the Statement of
Comprehensive Income, the Balance Sheet, the Statement of Changes
in Equity, the Statement of Cash Flows and the related Notes. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITORS
As explained more fully in the statement of the Directors’ responsibilities
in respect of the preparation of the financial statements set out on
page 58, the Directors are responsible for the preparation of the Parent
Company Financial Statements and for being satisfied that they give a
true and fair view. Our responsibility is to audit and express an opinion
on the Parent Company Financial Statements in accordance with
applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing
Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for and only for
the Company’s members as a body in accordance with Chapter 3 of
Part 16 of the Companies Act 2006 and for no other purpose. We do
not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or
into whose hands it may come save where expressly agreed by our
prior consent in writing.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and
disclosures in the Parent Company Financial Statements sufficient to
give reasonable assurance that the Parent Company Financial
Statements are free from material misstatement, whether caused by
fraud or error. This includes an assessment of: whether the accounting
policies are appropriate to the Company’s circumstances and have
been consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the
Directors; and the overall presentation of the Parent Company Financial
Statements.
OPINION ON FINANCIAL STATEMEN TS
In our opinion the Parent Company Financial Statements:
(cid:2) give a true and fair view of the state of the Company’s affairs as at
December 31, 2010, and of its income and cash flows for the year
then ended;
(cid:2) have been properly prepared in accordance with IFRSs as adopted by
the European Union; and
(cid:2) have been prepared in accordance with the requirements of the
Companies Act 2006.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES
ACT 2006
In our opinion:
(cid:2) the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006; and
(cid:2) the information given in the Report of the Directors for the financial
year for which the Parent Company Financial Statements are
prepared is consistent with the Parent Company Financial Statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
We have nothing to report in respect of the following matters where the
Companies Act 2006 requires us to report to you if, in our opinion:
(cid:2) adequate accounting records have not been kept by the Company, or
returns adequate for our audit have not been received from branches
not visited by us; or
(cid:2) the Parent Company Financial Statements and the part of the
Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
(cid:2) certain disclosures of Directors’ remuneration specified by law are not
made; or
(cid:2) we have not received all the information and explanations we require
for our audit.
OTHER MATTER
We have reported separately on the Consolidated Financial Statements
of Royal Dutch Shell plc for the year ended December 31, 2010.
Stephen Johnson (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
March 9, 2011
Note:
(cid:2) The maintenance and integrity of the Royal Dutch Shell plc website
(www.shell.com) are the responsibility of the Directors; the work
carried out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility for any
changes that may have occurred to the Parent Company Financial
Statements since they were initially presented on the website.
(cid:2) Legislation in the United Kingdom governing the preparation and
dissemination of parent company financial statements may differ from
legislation in other jurisdictions.
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements
157
INDEX TO THE PARENT
COMPANY FINANCIAL
STATEMENTS
The Parent Company Financial Statements have not been audited in
accordance with the standards of the Public Company Accounting
Oversight Board (United States).
158
158
158
159
159
160
160
160
161
161
161
162
162
163
163
163
164
165
165
166
166
166
166
167
167
Statement of Income
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Parent Company Financial Statements
Note 1 Basis of preparation
Note 2 Accounting policies
Note 3 Finance income/(expense)
Note 4 Remuneration of Directors and Senior Management
Note 5 Taxation
Note 6 Accounts receivable
Note 7 Cash and cash equivalents
Note 8 Financial instruments and other derivative contracts
Note 9 Accounts payable and accrued liabilities
Note 10 Ordinary share capital
Note 11 Other reserves
Note 12 Dividends
Note 13 Earnings per share
Note 14 Related party transactions
Note 15 Legal proceedings
Note 16 Associated companies and jointly controlled entities
Note 17 Subsidiaries
Note 18 Audit fee
Note 19 Post-balance sheet events
NOTES
3
3
5
2010
14,345
20
(42)
(231)
14,092
35
14,127
2010
14,127
14,127
$ MILLION
2009
10,556
344
(37)
(22)
10,841
43
10,884
$ MILLION
2009
10,884
10,884
$ MILLION
NOTES
Dec 31, 2010
Dec 31, 2009
5
6
7
9
10
11
202,160
252
202,412
1
11,727
11,728
214,140
927
927
927
529
201,542
11,142
213,213
214,140
201,824
159
201,983
142
6,650
6,792
208,775
580
580
580
527
201,448
6,220
208,195
208,775
158
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements
S TATE ME N T OF I N CO ME
Dividend income
Finance income
Administrative expenses
Finance expense
Income before taxation
Taxation
Income for the period
All results are from continuing activities.
S TATE ME N T OF COM PRE HE N SI V E I N COM E
Income for the period
Comprehensive income for the period
B AL A N CE SH E E T
Assets
Non-current assets
Investments in subsidiaries
Deferred tax
Current assets
Accounts receivable
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Accounts payable and accrued liabilities
Total liabilities
Equity
Ordinary share capital
Other reserves
Retained earnings
Total equity
Total liabilities and equity
/s/ Simon Henry
Simon Henry
Chief Financial Officer, for and on behalf of the Board of Directors
March 9, 2011
The Notes on pages 160 to 167 are an integral part of these Parent Company Financial Statements.
S TATE ME N T OF CH A N G E S IN E QU I T Y
At January 1, 2010
Comprehensive income for the period
Dividends paid
Scrip dividends
Share-based compensation
At December 31, 2010
At January 1, 2009
Comprehensive income for the period
Dividends paid
Share-based compensation
At December 31, 2009
S TATE ME N T OF CA S H F L OW S
Cash flow from operating activities
Income for the period
Adjustment for:
Dividend income
Taxation
Unrealised foreign exchange losses/(gains)
Interest income
Interest expense
Decrease in net working capital
Net cash from operating activities (pre-tax)
Taxation refunded
Net cash from operating activities
Cash flow from investing activities
Dividends received
Interest received
Net cash from investing activities
Cash flow from financing activities
Dividends paid
Interest paid
Net cash used in financing activities
Increase in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements
159
NOTES
Share capital
527
–
Other reserves
201,448
–
12
12
11
12
11
–
(2)
96
201,542
201,324
–
–
124
201,448
–
2
–
529
527
–
–
–
527
NOTES
12
7
7
Retained
earnings
6,220
14,127
(10,196)
612
379
11,142
5,418
10,884
(10,526)
444
6,220
2010
14,127
(14,345)
(35)
216
(20)
17
209
169
144
313
14,345
20
14,365
(9,584)
(17)
(9,601)
5,077
6,650
11,727
$ MILLION
Total equity
208,195
14,127
(10,196)
612
475
213,213
207,269
10,884
(10,526)
568
208,195
$ MILLION
2009
10,884
(10,556)
(43)
(303)
(32)
22
49
21
422
443
16,656
32
16,688
(10,526)
(22)
(10,548)
6,583
67
6,650
The Notes on pages 160 to 167 are an integral part of these Parent Company Financial Statements.
160
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS
1 BASIS OF PREPARATION
The Financial Statements of Royal Dutch Shell plc (the Company) have been prepared in accordance with the provisions of the Companies Act
2006, the International Accounting Standards (IAS) Regulation and with International Financial Reporting Standards (IFRS) as adopted by the
European Union. As applied to the Company, there are no material differences with IFRS as issued by the International Accounting Standards Board
(IASB), therefore the Financial Statements have been prepared in accordance with IFRS as issued by the IASB.
The accounting policies set out in Note 2 below have been consistently applied in all periods presented.
The Financial Statements have been prepared under the historical cost convention as modified by the revaluation of certain financial assets and
liabilities and other derivative contracts.
The preparation of financial information in conformity with IFRS requires the use of certain accounting estimates. It also requires management to
exercise its judgement in the process of applying the Company’s accounting policies. Actual results could differ from those estimates.
The financial results of the Company are included in the Consolidated Financial Statements on pages 98–138. The financial results of the Company
incorporate the results of the Dividend Access Trust, the financial statements for which are presented on pages 171–174.
The Company’s principal activity is being the parent company for Shell, as described in Note 1 to the Consolidated Financial Statements. It
conducts itself wholly within the Corporate business segment (see Note 7 to the Consolidated Financial Statements).
The Financial Statements were approved and authorised for issue by the Board of Directors on March 9, 2011.
2 ACCOUNTING POLICIES
The Company’s accounting policies follow those of Shell as set out in Note 2 to the Consolidated Financial Statements. Key accounting estimates
and judgements affecting the assessment and measurement of impairment follow those set out in Note 3 to the Consolidated Financial Statements.
The following are the principal accounting policies of the Company.
Presentation currency
The Company’s presentation and functional currency is US dollars (dollars).
Currency translation
Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling
on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency are expressed in the functional
currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the Statement of Income.
Share capital issued in currencies other than in the functional currency is translated into the functional currency at the exchange rate as at the date
of issue.
Taxation
The Company is tax resident in the Netherlands.
For the assessment of corporate income tax in the Netherlands, the Company and certain of its subsidiaries form a fiscal unit. Shell Petroleum N.V.
(Shell Petroleum) and its fiscal unit subsidiaries are part of the fiscal unit of which the Company is the parent, and the Company recognises in its
financial statements the resulting current tax payable or receivable for the fiscal unit.
The tax charge or credit is recognised in the Statement of Income calculated at the statutory tax rate prevailing in the Netherlands.
Investments
Investments in subsidiaries are stated at cost, net of pre-acquisition dividends receivable and any impairment.
The original cost of the Company’s investment in Royal Dutch Petroleum Company (Royal Dutch) was based on the fair value of the Royal Dutch
shares, transferred to the Company by the former shareholders of Royal Dutch in exchange for Class A shares in the Company during the public
exchange offer (the Royal Dutch Offer). For shares of Royal Dutch tendered in the acceptance period, the fair value was calculated based on the
closing price of Royal Dutch’s shares on July 19, 2005. For shares of Royal Dutch tendered in the subsequent acceptance period, the fair value was
calculated based on the quoted bid price of the Company’s Class A shares on the specified date.
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
161
[Note 2 continued]
The original cost of the Company’s investment in The Shell Transport and Trading Company Limited (Shell Transport) was the fair value of the Shell
Transport shares held by the former shareholders of Shell Transport, which were transferred in consideration for the issuance of Class B shares as
part of the Scheme of Arrangement. The fair value was calculated based on the closing price of Shell Transport’s shares on July 19, 2005.
As a result of the Unification (see Note 25 to the Consolidated Financial Statements), the Company’s investments in Royal Dutch and Shell Transport
now represent an investment in Shell Petroleum. This had no impact on the cost of investments in subsidiaries.
Share-based compensation plans
The fair value of share-based compensation (IFRS 2 charge) for equity-settled plans granted to subsidiary employees under the Company’s schemes
is recognised as an investment in subsidiaries from the date of grant over the vesting period with a corresponding increase in equity. The fair value
of these plans is estimated using a Monte Carlo pricing model.
At the moment of vesting of a plan, the costs for the actual deliveries is recharged to the relevant employing subsidiaries. This is recognised as a
repayment of the investment originally booked. If the actual vesting costs are higher than the originally estimated IFRS 2 charge, the difference is
accounted for as a gain in the Statement of Income.
Information on the principal plans, including vesting conditions and shares granted, vested and expired or forfeited during the year, is set out in
Note 24 to the Consolidated Financial Statements.
Dividend income
Interim dividends declared are recognised on a paid basis unless the dividend has been confirmed by a general meeting of Shell Transport or of
Shell Petroleum, in which case income is recognised on declaration date.
3 FINANCE INCOME/(EXPENSE)
Finance income
Interest income
Foreign exchange gains
Total
Finance expense
Interest expense
Foreign exchange losses
Total
2010
20
–
20
(17)
(214)
(231)
$ MILLION
2009
32
312
344
(22)
–
(22)
4 REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT
The Directors and Senior Management are remunerated for their services to Shell. Remuneration of the Directors and Senior Management is paid
by subsidiaries. The Company has received a recharge of $6.8 million (2009: $8.8 million) for the services of Directors and Senior Management.
Remuneration of Directors and Senior Management, detailing short-term benefits, retirement benefits, share-based compensation and gains
realised on the exercise of share options, is set out in Note 6 to the Consolidated Financial Statements.
5 TAXATION
A – Taxation (credit)/charge for the period
Credit in respect of current period
Current taxation
Relating to the origination and reversal of temporary differences
Deferred taxation
Taxation credit
2010
(32)
(32)
(3)
(3)
(35)
$ MILLION
2009
(61)
(61)
18
18
(43)
162
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
[Note 5 continued]
Reconciliations of the expected tax charge to the actual tax charge are as follows:
Income before taxation
Applicable tax charge at statutory tax rate of 25.5% (2009: 25.5%)
Income not subject to tax
Expenses not deductible for tax purposes
Other reconciling items
Taxation credit
2010
14,092
3,593
(3,659)
59
(28)
(35)
$ MILLION
2009
10,841
2,764
(2,771)
–
(36)
(43)
Included in other tax items are net interest of $12 million (2009: $14 million) received from the tax authorities relating to overpaid taxes in prior
years and $20 million (2009: $22 million) relating to a tax credit received on withholding tax deductions on dividends received by entities within
the Dutch Fiscal Unit.
B – Taxes receivable
Income taxes receivable
Total
2010
–
–
$ MILLION
2009
137
137
Taxes receivable are reported within accounts receivable; taxes payable are reported within accounts payable and accrued liabilities. During
2010, taxes receivable from prior years were settled in full.
C – Deferred tax assets
At January 1
Recognised in income
Additions during the year
At December 31
2010
159
3
90
252
$ MILLION
2009
18
(18)
159
159
In 2010, a deferred tax asset was recognised for the tax losses of 2009 and 2010 as it is probable that these will be recovered, based on projected
future available profits. The tax losses relating to 2009 can be carried forward for relief during the next eight years ending December 31, 2018,
while the tax losses for 2010 can be carried forward for relief during the next nine years ending December 31, 2019.
In 2009, prior year tax losses brought forward were utilised during the year, with the related deferred tax asset of $18 million recognised in
income.
6 ACCOUNTS RECEIVABLE
Amounts due from subsidiaries (see Note 14)
Other receivables
Total
Dec 31, 2010
–
1
1
$ MILLION
Dec 31, 2009
4
138
142
Included in other receivables is $nil (2009: $137 million) related to current tax receivables (see Note 5).
7 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise call deposits with a subsidiary (see Note 14).
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
163
8 FINANCIAL INSTRUMENTS AND OTHER DERIVATIVE CONTRACTS
Financial assets and liabilities in the Company’s Balance Sheet comprise cash and cash equivalents (see Note 7), accounts receivable (see
Note 6) and certain amounts reported within accounts payable and accrued liabilities (see Note 9).
Foreign exchange derivatives are used by the Company to manage foreign exchange risk. Foreign exchange risk arises when certain transactions
are denominated in a currency that is not the Company’s functional currency. There are no derivative financial instruments held at December 31,
2010 or 2009.
The fair value of financial assets and liabilities at December 31, 2010 and 2009, approximates their carrying amount. All financial assets and
liabilities fall due within 12 months.
9 ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Amounts owed to subsidiaries (see Note 14)
Withholding tax payable
Accruals
Unclaimed dividends
Total
10 ORDINARY SHARE CAPITAL
I S SU E D A N D F U L LY PAI D
At January 1, 2010
Scrip dividends (see Note 12)
At December 31, 2010
At January 1 and December 31, 2009
N OMI N AL VA L U E
At January 1, 2010
Scrip dividends (see Note 12)
At December 31, 2010
At January 1 and December 31, 2009
2010
767
151
8
1
927
$ MILLION
2009
345
228
6
1
580
Class A
3,545,663,973
18,288,566
3,563,952,539
3,545,663,973
shares of ¤0.07 each
Class B
2,695,808,103
–
2,695,808,103
2,695,808,103
Class A
300
2
302
300
shares of ¤0.07 each
Class B
227
–
227
227
NUMBER OF SHARES
shares of £1 each
Sterling deferred
50,000
–
50,000
50,000
$ MILLION
Total
527
2
529
527
The total nominal value of sterling deferred shares is less than $1 million.
At its Annual General Meeting on May 18, 2010, the Company’s shareholders approved an amendment to the Articles of Association, pursuant to
the Companies Act 2006, removing the requirement to limit authorised share capital. At the same meeting, the Board was authorised to allot the
shares or grant rights to subscribe for or convert any securities into ordinary shares of the Company up to an aggregate amount equal to
¤145 million (representing 2,080 million ordinary shares of ¤0.07 each). This authority expires at the earlier of August 18, 2011 and the
conclusion of the Annual General Meeting held in 2011.
The Class B shares rank pari passu in all respects with the Class A shares except for the dividend access mechanism described below. The Company
and Shell Transport can procure the termination of the dividend access mechanism at any time. Upon such termination, the Class B shares will form
one class with the Class A shares ranking pari passu in all respects and the Class A shares and Class B shares will be known as ordinary shares
without further distinction.
The sterling deferred shares are redeemable only at the discretion of the Company at £1 for all sterling deferred shares redeemed at any one time,
and carry no voting rights. There are no further rights to participate in profits or assets, including the right to receive dividends. Upon winding up or
liquidation, the shares carry a right to repayment of paid-up nominal value, ranking ahead of the Class A and Class B shares.
For information on the number of shares in the Company held by Shell employee share ownership trusts and in connection with share-based
compensation plans, refer to Note 24 to the Consolidated Financial Statements.
164
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
[Note 10 continued]
Dividend access mechanism for Class B shares
GENERAL
Dividends paid on Class A shares have a Dutch source for tax purposes and are subject to Dutch withholding tax.
It is the expectation and the intention, although there can be no certainty, that holders of Class B shares will receive dividends via the dividend
access mechanism. Any dividends paid on the dividend access share will have a UK source for Dutch and UK tax purposes; there will be no UK or
Dutch withholding tax on such dividends and certain holders (not including US holders) of Class B shares or Class B American Depositary Shares
(“ADSs”) will be entitled to a UK tax credit in respect of their proportional share of such dividends.
DESCRIPTION OF DIVIDEND ACCESS MECHANISM
A dividend access share has been issued by Shell Transport to Lloyds TSB Offshore Trust Company Limited as dividend access trustee (the Trustee).
Pursuant to a declaration of trust, the Trustee will hold any dividends paid in respect of the dividend access share on trust for the holders of Class B
shares from time to time and will arrange for prompt disbursement of such dividends to holders of Class B shares. Interest and other income earned
on unclaimed dividends will be for the account of Shell Transport and any dividends that are unclaimed after 12 years will revert to Shell Transport.
Holders of Class B shares will not have any interest in the dividend access share and will not have any rights against Shell Transport as issuer of the
dividend access share. The only assets held on trust for the benefit of the holders of Class B shares will be dividends paid to the dividend access
trustee in respect of the dividend access share.
The declaration and payment of dividends on the dividend access share will require Board action by Shell Transport and will be subject to any
applicable legal or articles limitations in effect from time to time. In no event will the aggregate amount of the dividend paid by Shell Transport
under the dividend access mechanism for a particular period exceed the aggregate amount of the dividend declared by the Company’s Board on
the Class B shares in respect of the same period.
OPERATION OF THE DIVIDEND ACCESS MECHANISM
If, in connection with the declaration of a dividend by the Company on the Class B shares, the board of Shell Transport elects to declare and pay a
dividend on the dividend access share to the dividend access trustee, the holders of the Class B shares will be beneficially entitled to receive their
share of that dividend pursuant to the declaration of trust (and arrangements will be made to ensure that the dividend is paid in the same currency in
which they would have received a dividend from the Company).
If any amount is paid by Shell Transport by way of a dividend on the dividend access share and paid by the dividend access trustee to any holder of
Class B shares, the dividend which the Company would otherwise pay on the Class B shares will be reduced by an amount equal to the amount
paid to such holders of Class B shares by the dividend access trustee.
The Company will have a full and unconditional obligation, in the event that the dividend access trustee does not pay an amount to holders of
Class B shares on a cash dividend payment date (even if that amount has been paid to the dividend access trustee), to pay immediately the dividend
declared on the Class B shares. The right of holders of Class B shares to receive distributions from the dividend access trustee will be reduced by an
amount equal to the amount of any payment actually made by the Company on account of any dividend on Class B shares.
The dividend access mechanism may be suspended or terminated at any time by the Company’s Directors or the Directors of Shell Transport, for any
reason and without financial recompense. This might, for instance, occur in response to changes in relevant tax legislation.
On February 5, 2010, Lloyds TSB Offshore Trust Company Limited (the Trustee) entered into an agreement with EES Trustees International Limited
(EES Trustee) whereby the benefit of certain clients of the Trustee, including the Trust, would be transferred to EES Trustee with effect from that date. It
is intended that EES Trustee, or another trustee, will replace the Trustee during 2011. For the period between February 5, 2010, and replacement
of the Trustee, the Trustee has granted EES Trustee a general trustee power of attorney as further described in Clause 2.2 of a Trust and
Fund Business Administration Agreement between the Trustee and EES Trustee.
11 OTHER RESERVES
A N ALY SI S O F O THE R RE S E RVE S
At January 1, 2010
Scrip dividends (see Note 12)
Share-based compensation
At December 31, 2010
At January 1, 2009
Share-based compensation
At December 31, 2009
Share premium
reserve
154
–
Capital redemption
reserve
57
–
–
154
154
–
154
–
57
57
–
57
Share plan
reserve
860
–
96
956
736
124
860
Other
reserve
200,377
(2)
–
200,375
200,377
–
200,377
$ MILLION
Total
201,448
(2)
96
201,542
201,324
124
201,448
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
165
[Note 11 continued]
Share premium reserve
On January 6, 2006, loan notes were converted into 4,827,974 Class A shares. The difference between the value of the loan notes and the value
of the new shares issued was credited to the share premium reserve.
Capital redemption reserve
As required by the Companies Act 2006, the equivalent of the nominal value of shares cancelled is transferred to a capital redemption reserve.
Share plan reserve
The share plan reserve represents the fair value of share-based compensation granted to employees under the Company’s equity-settled schemes.
Other reserve
The other reserve was created as a result of the Unification and represented the difference between the cost of the investment in Shell Transport and
Royal Dutch and the nominal value of shares issued in exchange for those investments as required by the prevailing legislation at that time,
section 131 of the Companies Act 1985.
12 DIVIDENDS
DI VIDENDS
Interim paid on March 17, 2010:
Interim paid on March 17, 2010:
Interim paid on June 9, 2010:
Interim paid on June 9, 2010:
Interim paid on September 8, 2010:
Interim paid on September 8, 2010:
Interim
Paid: December 17, 2010
Paid: December 17, 2010
Scrip: December 17, 2010
Scrip: December 17, 2010
Total
Interim paid on March 11, 2009:
Interim paid on March 11, 2009:
Interim paid on June 10, 2009:
Interim paid on June 10, 2009:
Interim paid on September 9, 2009:
Interim paid on September 9, 2009:
Interim paid on December 9, 2009:
Interim paid on December 9, 2009:
Total
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.40 per Class A share
$0.40 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$0.42 per Class A share
$0.42 per Class B share
$ MILLION
1,465
1,089
1,376
1,073
1,461
1,121
937
1,062
549
63
10,196
1,369
1,037
1,597
1,254
1,517
1,138
1,486
1,128
10,526
In addition, on February 3, 2011, the Directors proposed a further interim dividend in respect of 2010 of $0.42 per Class A share and $0.42 per
Class B share. The total dividend amounts to approximately $2,629 million and is payable on March 25, 2011. Under the Scrip Dividend
Programme, shareholders can elect to receive dividends in the form of Class A shares. The dividends on the Class B shares are paid via the
Dividend Access Trust (see Note 10).
Dividends declared on Class A shares are by default paid in euros, although holders may elect to receive dividends in sterling. Dividends declared
on Class B shares are by default paid in sterling, although holders may elect to receive dividends in euros. Dividends declared on ADSs are paid in
dollars.
In September 2010, the Company introduced a Scrip Dividend Programme which enables shareholders to increase their shareholding by choosing
to receive new shares instead of cash dividends if declared by the Board. Only new Class A shares are issued under the programme, including to
shareholders who hold Class B shares.
The fair value of the shares issued in connection with the Scrip Dividend Programme is reflected in retained earnings.
13 EARNINGS PER SHARE
Please refer to Note 29 to the Consolidated Financial Statements.
166
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
14 RELATED PARTY TRANSACTIONS
The Company deposits cash balances with Shell Treasury Centre Limited, a subsidiary. The Company earned interest on these balances of
$4 million in 2010 (2009: $2 million). At December 31, 2010, the balance deposited was $11,726 million (2009: $6,649 million), consisting of
sterling, euro and dollar balances. These balances are presented within cash and cash equivalents. Interest on euro balances is calculated at
EONIA less 0.15% (2009: EONIA less 0.4%), on sterling balances at LIBOR and on dollar balances at US LIBOR less 0.15% (2009: US LIBOR less
0.6%).
At December 31, 2010, the Company had a net payable due to Shell Treasury Luxembourg Sarl, a subsidiary, of $512 million (2009:
$296 million), presented within amounts owed to subsidiaries. The net payable comprises an interest-bearing receivable at December 31, 2010, of
¤8,328 million (2009: ¤4,416 million) and an interest-bearing payable of $11,623 million (2009: $6,660 million). Interest on euro balances is
calculated at EONIA less 0.15% (2009: EONIA less 0.4%), on sterling balances at LIBOR and on dollar balances at US LIBOR. Net interest
expense on these balances in 2010 is $1 million (2009: $5 million net interest income).
Dividend income from subsidiaries in 2010 was $14,345 million (2009: $10,556 million).
The main movement in investment in subsidiaries relates to the IFRS 2 charge of $475 million on equity-settled plans in 2010 (2009: $501 million),
disclosed in the Consolidated Financial Statements.
The Company recharged $177 million (2009: $84 million) to subsidiaries related to vested share-based compensation that was delivered to
employees in 2010 on performance share plan awards that were granted in 2007 and previous years.
In 2010, the Company settled balances of $nil (2009: $255 million) with Shell Petroleum.
In 2010, the Company settled balances with several subsidiaries amounting to $21 million (2009: $26 million) relating to the Company’s
employee costs.
The Company recharged certain administrative expenses to subsidiaries, which amounted to $2 million in 2010 (2009: $3 million).
Invoices from third-party suppliers were paid by Shell International B.V., a subsidiary, on behalf of the Company amounting to $3 million (2009:
$3 million).
The Company enters into forward and spot foreign exchange contracts with Treasury companies, which are subsidiaries. At December 31, 2010,
there were no open contracts with these companies in respect of foreign exchange contracts.
The Company settles general and administrative expenses of the Trust including the audit fees.
The Company has guaranteed listed debt issued by Shell International Finance B.V., the face value of which is $36,432 million (2009:
$28,221 million).
15 LEGAL PROCEEDINGS
Please refer to Note 27 to the Consolidated Financial Statements.
16 ASSOCIATED COMPANIES AND JOINTLY CONTROLLED ENTITIES
The Company has no direct interest in associated companies and jointly controlled entities. Shell’s major investments in associated companies and
jointly controlled entities at December 31, 2010, and Shell’s percentage interest, are set out in Note 10 to the Consolidated Financial Statements.
A complete list of investments in subsidiary and associated companies and jointly controlled entities will be attached to the Company’s annual
return made to the Registrar of Companies.
17 SUBSIDIARIES
The significant subsidiary undertakings of Shell at December 31, 2010, and Shell’s percentage interest (to the nearest whole number) are set out in
Exhibit 8. All of these subsidiaries have been included in Shell’s Consolidated Financial Statements. Those held directly by the Company are
marked with an asterisk (*). A complete list of investments in subsidiary and associated companies and jointly controlled entities will be attached to
the Company’s annual return made to the Registrar of Companies.
Shell Annual Report and Form 20-F 2010
Parent Company Financial Statements fl Notes to the Parent Company Financial Statements
167
18 AUDIT FEE
Auditors’ remuneration for audit services during the year was $142,000 (2009: $117,950).
19 POST-BALANCE SHEET EVENTS
There are no post-balance sheet events with an impact on the Company’s financial statements other than as disclosed in Note 12.
168
Shell Annual Report and Form 20-F 2010
Independent auditors’ report to Lloyds TSB Offshore Trust Company Limited, Trustee of The Royal Dutch Shell Dividend Access Trust
INDEPENDENT AUDITORS’
REPORT TO LLOYDS TSB
OFFSHORE TRUST COMPANY
LIMITED, TRUSTEE OF THE ROYAL
DUTCH SHELL DIVIDEND
ACCESS TRUST
REPORT ON THE FINANCIAL STATEMEN TS
We have audited the Financial Statements of The Royal Dutch Shell
Dividend Access Trust (“the Trust”) for the year ended December 31,
2010, which comprise the Statement of Income, the Statement of
Comprehensive Income, the Balance Sheet, the Statement of Changes
in Equity, the Statement of Cash Flows and the related Notes. These
Financial Statements have been prepared under the accounting
policies set out therein.
RESPECTIVE RESPONSIBILITIES OF TRUSTEE AND AUDITORS
The Trustee is responsible for preparing the Financial Statements in
accordance with applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union. Our
responsibility is to audit the Financial Statements in accordance with
relevant legal and regulatory requirements and International Standards
on Auditing (UK and Ireland). This report, including the opinion, has
been prepared for the Trustee and the Royal Dutch Shell plc Class B
shareholders as a group in accordance with clause 9.4 of the
Trust Deed, and for no other purpose. We do not, in giving this opinion,
accept or assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it may come
save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the Financial Statements
give a true and fair view. We also report to you if, in our opinion, the
Trust has not kept proper accounting records, or if we have not received
all the information and explanations we require for our audit.
We read the other relevant information contained in the Royal Dutch
Shell plc Annual Report, and consider whether it is consistent with the
audited Financial Statements. This other information comprises the
other sections of the Royal Dutch Shell plc Annual Report and Accounts
and Annual Report on Form 20-F which are referred to within these
Financial Statements. We consider the implications for our report if we
become aware of any apparent misstatements or material
inconsistencies with the Financial Statements. Our responsibilities do
not extend to any other information.
BASIS OF AU DIT OPINION
We conducted our audit in accordance with International Standards on
Auditing (UK and Ireland) issued by the Auditing Practices Board. An
audit includes examination, on a test basis, of evidence relevant to the
amounts and disclosures in the Financial Statements. It also includes an
assessment of the significant estimates and judgments made by the
Trustee in the preparation of the Financial Statements, and of whether
the accounting policies are in accordance with the requirements of the
Trust Deed, consistently applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information
and explanations which we considered necessary in order to provide
us with sufficient evidence to give reasonable assurance that the
Financial Statements are free from material misstatement, whether
caused by fraud or other irregularity or error. In forming our opinion we
also evaluated the overall adequacy of the presentation of information
in the Financial Statements.
OPINION
In our opinion the Financial Statements give a true and fair view, in
accordance with IFRSs as adopted by the European Union, of the state
of the Trust’s affairs as at December 31, 2010, and of its result and
cash flows for the year then ended.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Jersey, Channel Islands
March 9, 2011
Note, the Financial Statements are published on the Royal Dutch Shell
plc website (www.shell.com), which is a website maintained by Royal
Dutch Shell plc. The maintenance and integrity of the website
maintained by Royal Dutch Shell plc or any of its subsidiaries, so far as
it relates to the Trust, are the responsibility of Royal Dutch Shell plc. The
work carried out by the auditors does not involve consideration of the
maintenance and integrity of this website and accordingly, the auditors
accept no responsibility for any changes that have occurred to the
Financial Statements since they were initially presented on the website.
Visitors to the website need to be aware that legislation in Jersey
governing the preparation and dissemination of financial statements
may differ from legislation in their jurisdiction.
Shell Annual Report and Form 20-F 2010
Report of independent registered public accounting firm
169
REPORT OF INDEPENDENT
REGISTERED PUBLIC
ACCOUNTING FIRM
To Lloyds TSB Offshore Trust Company Limited,
Trustee of The Royal Dutch Shell Dividend
Access Trust and the Board of Directors and
shareholders of Royal Dutch Shell plc
In our opinion, the accompanying Statement of Income, Statement of
Comprehensive Income, Balance Sheet, Statement of Changes in
Equity, Statement of Cash Flows and the related Notes present fairly, in
all material respects, the financial position of The Royal Dutch Shell
Dividend Access Trust (“the Trust”) at December 31, 2010 and
December 31, 2009, and the results of its operations and cash flows
for each of the three years in the period ended December 31, 2010, in
conformity with International Financial Reporting Standards as issued
by the International Accounting Standards Board and in conformity
with International Financial Reporting Standards as adopted by the
European Union. Also in our opinion, the Trust maintained, in all
material respects, effective internal control over financial reporting as
of December 31, 2010, based on criteria established in Internal
Control – Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). The trustee and
the management of Royal Dutch Shell plc are responsible for these
Financial Statements, for maintaining effective internal control over
financial reporting and for its assessment of the effectiveness of internal
control over financial reporting, included in The Trustee’s and
Management’s Report on Internal Control over Financial Reporting of
The Royal Dutch Shell Dividend Access Trust set out on page 83. Our
responsibility is to express opinions on these Financial Statements and
on the Trust’s internal control over financial reporting based on our
integrated audits. We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the Financial Statements
are free of material misstatement and whether effective internal control
over financial reporting was maintained in all material respects. Our
audits of the Financial Statements included examining, on a test basis,
evidence supporting the amounts and disclosures in the Financial
Statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall Financial
Statement presentation. Our audit of internal control over financial
reporting included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the
circumstances. We believe that our audits provide a reasonable basis
for our opinions.
A company’s internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting
includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with
authorisations of management and directors of the company; and
(iii) provide reasonable assurance regarding prevention or timely
detection of unauthorised acquisition, use, or disposition of the
company’s assets that could have a material effect on the Financial
Statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
PricewaterhouseCoopers CI LLP
Jersey, Channel Islands
March 9, 2011
Note that the report set out above is included for the purposes of Royal
Dutch Shell plc’s Annual Report on Form 20-F for 2010 only and does
not form part of Royal Dutch Shell plc’s Annual Report and Accounts for
2010.
170
Shell Annual Report and Form 20-F 2010
Royal Dutch Shell Dividend Access Trust Financial Statements
INDEX TO THE ROYAL DUTCH
SHELL DIVIDEND ACCESS TRUST
FINANCIAL STATEMENTS
171
171
171
172
172
173
173
173
173
174
174
174
174
174
174
Statement of Income
Statement of Comprehensive Income
Balance Sheet
Statement of Changes in Equity
Statement of Cash Flows
Notes to the Royal Dutch Shell Dividend Access
Trust Financial Statements
Note 1 The Trust
Note 2 Basis of preparation
Note 3 Accounting policies
Note 4 Other liabilities
Note 5 Capital account
Note 6 Distributions made
Note 7 Audit fee
Note 8 Financial instruments
Note 9 Related party transactions
S TATE ME N T OF I N CO ME
Dividend income
Income before and after taxation and for the period
All results are from continuing activities.
S TATE ME N T OF COM PRE HE N SI V E I N COM E
Income for the period
Comprehensive income for the period
B AL A N CE SH E E T
Assets
Current assets
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Other liabilities
Total liabilities
Equity
Capital account
Revenue account
Total equity
Total liabilities and equity
Shell Annual Report and Form 20-F 2010
Royal Dutch Shell Dividend Access Trust Financial Statements
171
2010
2,863
2,863
2010
2,863
2,863
2009
2,902
2,902
2009
2,902
2,902
£ MILLION
2008
2,277
2,277
£ MILLION
2008
2,277
2,277
£ MILLION
NOTES
Dec 31, 2010
Dec 31, 2009
4
5
1
1
1
1
–
–
–
1
1
1
1
1
–
–
–
1
/s/ Mary McNamara
/s/ Martin Fish
Mary McNamara
Signed for and on behalf of EES Trustees International Limited pursuant
to a general trustee power of attorney granted by Lloyds TSB Offshore
Trust Company Limited (as trustee of the Royal Dutch Shell Dividend
Access Trust) as further described in Clause 2.2 of a Trust and
Fund Business Administration Agreement entered into between EES
Trustees International Limited and Lloyds TSB Offshore Trust Company
Limited dated February 5, 2010.
Martin Fish
Signed for and on behalf of EES Trustees International Limited pursuant
to a general trustee power of attorney granted by Lloyds TSB Offshore
Trust Company Limited (as trustee of the Royal Dutch Shell Dividend
Access Trust) as further described in Clause 2.2 of a Trust and
Fund Business Administration Agreement entered into between EES
Trustees International Limited and Lloyds TSB Offshore Trust Company
Limited dated February 5, 2010.
March 9, 2011
The Notes on pages 173 to 174 are an integral part of these Royal Dutch Shell Dividend Access Trust Financial Statements.
172
Shell Annual Report and Form 20-F 2010
Royal Dutch Shell Dividend Access Trust Financial Statements
S TATE ME N T OF CH A N G E S IN E QU I T Y
At January 1, 2010
Comprehensive income for the period
Distributions made
At December 31, 2010
At January 1, 2009
Comprehensive income for the period
Distributions made
At December 31, 2009
At January 1, 2008
Comprehensive income for the period
Distributions made
At December 31, 2008
S TATE ME N T OF CA S H F L OW S
Cash flow from operating activities
Income for the period
Adjustment for:
Dividends received
Increase in net working capital
Net cash from operating activities
Cash flow from investing activities
Dividends received
Net cash from investing activities
Cash flow from financing activities
Distributions made
Net cash used in financing activities
Change in cash and cash equivalents
Cash and cash equivalents at January 1
Cash and cash equivalents at December 31
NOTES
6
6
6
Capital account
–
–
–
Revenue account
–
2,863
(2,863)
–
–
–
–
–
–
–
–
–
2010
2,863
(2,863)
–
–
2,863
2,863
(2,863)
(2,863)
–
1
1
–
–
2,902
(2,902)
–
–
2,277
(2,277)
–
2009
2,902
(2,902)
1
1
2,902
2,902
(2,902)
(2,902)
1
–
1
£ MILLION
Total equity
–
2,863
(2,863)
–
–
2,902
(2,902)
–
–
2,277
(2,277)
–
£ MILLION
2008
2,277
(2,277)
–
–
2,277
2,277
(2,277)
(2,277)
–
–
–
The Notes on pages 173 to 174 are an integral part of these Royal Dutch Shell Dividend Access Trust Financial Statements.
Shell Annual Report and Form 20-F 2010
Royal Dutch Shell Dividend Access Trust Financial Statements fl Notes to the Royal Dutch Shell Dividend Access Trust Financial Statements
173
NOTES TO THE ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST
FINANCIAL STATEMENTS
1 THE TRUST
The Royal Dutch Shell Dividend Access Trust (the Trust) was established on May 19, 2005, by The Shell Transport and Trading Company Limited
(previously known as The “Shell” Transport and Trading Company, plc (Shell Transport)) and Royal Dutch Shell plc (the Company). The Trust is
governed by the applicable laws of England and Wales and is resident in Jersey. The Trustee of the Trust is Lloyds TSB Offshore Trust Company
Limited (registration number 7748) (Trustee), PO Box 160, 25 New Street, St Helier, Jersey, JE4 8RG. The Trust was established as part of a
dividend access mechanism.
A dividend access share was issued by Shell Transport to the Trustee. Following the declaration of a dividend by the Company on the Class B
shares, Shell Transport may declare a dividend on the dividend access share.
The primary purposes of the Trust are to receive, on behalf of the Class B shareholders of the Company and in accordance with their respective
holdings of Class B shares in the Company, any amounts paid by way of dividend on the dividend access share and to pay such amounts to the
Class B shareholders on the same pro rata basis.
The Trust shall not endure for a period in excess of 80 years from May 19, 2005, being the date on which the Trust Deed was executed.
On February 5, 2010, Lloyds TSB Offshore Trust Company Limited (the Trustee) entered into an agreement with EES Trustees International Limited
(EES Trustee) whereby the benefit of certain clients of the Trustee, including the Trust, would be transferred to EES Trustee with effect from that date. It
is intended that EES Trustee, or another trustee, will replace the Trustee during 2011. For the period between February 5, 2010, and replacement
of the Trustee, the Trustee has granted EES Trustee a general trustee power of attorney as further described in Clause 2.2 of a Trust and
Fund Business Administration Agreement between the Trustee and EES Trustee.
2 BASIS OF PREPARATION
The Financial Statements of the Trust have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the
European Union. As applied to the Royal Dutch Shell Dividend Access Trust, there are no material differences with IFRS as issued by the
International Accounting Standards Board, therefore the Financial Statements have been prepared in accordance with IFRS as issued by the IASB.
The accounting policies set out in Note 3 below have been consistently applied in all periods presented.
The Financial Statements have been prepared under the historical cost convention. The preparation of financial statements in conformity with IFRS
requires the use of certain accounting estimates. It also requires management to exercise its judgement in the process of applying the Trust’s
accounting policies. Actual results may differ from these estimates. The financial results of the Trust are included in the Consolidated and Parent
Company Financial Statements on pages 98–138 and pages 158–167 respectively. The Financial Statements were approved and authorised for
issue on March 9, 2011, by EES Trustees International Limited pursuant to a general trustee power of attorney granted by Lloyds TSB Offshore
Trust Company Limited as further described in Clause 2.2 of a Trust and Fund Business Administration Agreement entered into between EES Trustees
International Limited and Lloyds TSB Offshore Trust Company Limited dated February 5, 2010.
3 ACCOUNTING POLICIES
The Trust’s accounting policies follow those of Shell as set out in Note 2 to the Consolidated Financial Statements. The following are the principal
accounting policies of the Trust.
Presentation currency
The presentation and functional currency of the Trust is sterling. The Trust dividend income and dividends paid are principally in sterling.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand.
Currency translation
Income and expense items denominated in currencies other than the functional currency are translated into the functional currency at the rate ruling
on their transaction date. Monetary assets and liabilities recorded in currencies other than the functional currency are expressed in the functional
currency at the rates of exchange ruling at the respective balance sheet dates. Differences on translation are included in the Statement of Income.
174
Shell Annual Report and Form 20-F 2010
Royal Dutch Shell Dividend Access Trust Financial Statements fl Notes to the Royal Dutch Shell Dividend Access Trust Financial Statements
[Note 3 continued]
Taxation
The Trust is not subject to taxation.
Dividend income
Interim dividends declared on the dividend access share are recognised on a paid basis unless the dividend has been confirmed by a general
meeting of Shell Transport, in which case income is recognised based on the record date of the dividend by the Company on its Class B shares.
4 OTHER LIABILITIES
Other liabilities include £774,546 (2009: £525,602) relating to unclaimed dividends, including any dividend cheque payments that have expired
or are returned unpresented.
5 CAPITAL ACCOUNT
The capital account is represented by the dividend access share of 25 pence settled in the Trust by Shell Transport, which also represents an asset in
the Trust. This is classified as equity in the balance sheet.
6 DISTRIBUTIONS MADE
Distributions are made to the Class B shareholders of the Company in accordance with the Trust Deed. Refer to Note 12 to the Parent Company
Financial Statements for information about dividends per share. Cumulative unclaimed dividends as at December 31, 2010, amounted to
£774,546 (2009: £525,602), which are not included in distributions made. Amounts are recorded as distributed once a wire transfer or cheque is
issued. All cheques are valid for one year from the date of issue. Any wire transfers that are not completed are replaced by cheques. To the extent
that cheques expire or are returned unpresented, the Trust records a liability for unclaimed dividends and a corresponding amount of cash.
7 AUDIT FEE
Auditors’ remuneration for audit services during the year was £33,750 (2009: £37,250; 2008: £37,250).
8 FINANCIAL INSTRUMENTS
Risk management is carried out by the Trustee and the Company to ensure that the relevant policies and procedures are in place to minimise risk.
The Trust, in its normal course of business, is not subject to market risk, credit risk or liquidity risk. The Trustee does not consider that any foreign
exchange exposures will materially affect the operations of the Trust.
The fair value of financial assets and liabilities at December 31, 2010 and 2009 approximates their carrying amount. All financial assets and
liabilities fall due within 12 months.
9 RELATED PARTY TRANSACTIONS
Shell Transport, a signatory to the Trust Deed, issued a dividend access share to the Trustee of the Trust. The Trust received dividend income of
£2,863 million (2009: £2,902 million; 2008: £2,277 million) in respect of the dividend access share. The Trust made distributions of £2,863
million (2009: £2,902 million; 2008: £2,277 million) to the Class B shareholders of the Company, a signatory to the Trust Deed.
The Company pays the general and administrative expenses of the Trust including the audit fees.
CROSS REFERENCE TO FORM 20-F
PART I
Item 1.
Item 2.
Item 3.
Item 4.
Identity of Directors, Senior Management and Advisers
Offer Statistics and Expected Timetable
Key Information
A. Selected financial data
B. Capitalisation and indebtedness
C. Reasons for the offer and use of proceeds
D. Risk factors
Information on the Company
A. History and development of the company
B. Business overview
C. Organisational structure
D. Property, plant and equipment
Item 4A. Unresolved Staff Comments
Item 5.
Operating and Financial Review and Prospects
A. Operating results
B. Liquidity and capital resources
C. Research and development, patents and licences, etc.
D. Trend information
E. Off-balance sheet arrangements
Item 6.
F. Tabular disclosure of contractual obligations
G. Safe harbour
Directors, Senior Management and Employees
A. Directors and senior management
B. Compensation
C. Board practices
D. Employees
E. Share ownership
Item 7. Major Shareholders and Related Party Transactions
Item 8.
Item 9.
A. Major shareholders
B. Related party transactions
C. Interests of experts and counsel
Financial Information
A. Consolidated Statements and Other Financial Information
B. Significant Changes
The Offer and Listing
A. Offer and listing details
B. Plan of distribution
C. Markets
D. Selling shareholders
E. Dilution
F. Expenses of the issue
Item 10. Additional Information
A. Share capital
B. Memorandum and articles of association
C. Material contracts
D. Exchange controls
E. Taxation
F. Dividends and paying agents
G. Statement by experts
H. Documents on display
I. Subsidiary Information
Shell Annual Report and Form 20-F 2010
Cross Reference to Form 20-F
175
PAGES
N/A
N/A
10,89
46
N/A
13-15
10-12, 16-26, 36-39, 88
8-9, 11-12, 16-43, 48-52, 139-147
11, E2-E5
16-42, 50-52
N/A
8-10, 12, 16-43
44-47
18, 57,106
8-9, 11-12, 16-21, 36-42
46
47
47
53-56, 78
62-76
57-60, 77-87
48-49, 109-110
48-49, 59, 64-74, 88, 105, 133-134
59-60, 87
59, 104, 115-117, 166, 174
N/A
44, 98-138, 156-174
57, 138, 167
88-90
N/A
88
N/A
N/A
N/A
N/A
83-87
59
92
92
N/A
N/A
3
N/A
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Item 12. Description of Securities Other than Equity Securities
81-83, 102-109, 117, 128-133, 163, 174
91-93
176
Shell Annual Report and Form 20-F 2010
Cross Reference to Form 20-F
PART II
Item 13.
Item 14.
Item 15.
Item 16.
Defaults, Dividend Arrearages and Delinquencies
Material Modifications to the Rights of Security Holders and Use of Proceeds
Controls and Procedures
[Reserved]
Item 16A. Audit committee financial expert
Item 16B. Code of Ethics
Item 16C.
Item 16D.
Principal Accountant Fees and Services
Exemptions from the Listing Standards for Audit Committees
Item 16E.
Item 16F.
Item 16G. Corporate Governance
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Change in Registrant’s Certifying Accountant
PART III
Item 17.
Item 18.
Item 19.
Financial Statements
Financial Statements
Exhibits
PAGES
N/A
N/A
81-83
77, 79-80
78
80,137,167,174
77
46
N/A
77
PAGES
N/A
97-138, 157-174
177
Shell Annual Report and Form 20-F 2010
Exhibits
177
INDEX TO THE EXHIBITS
Exhibit No. Description
PAGE
1.1
1.2
2
4.2
4.3
4.4
4.5
7.1
7.2
7.3
8
12.1
12.2
13.1
99.1
99.2
Memorandum of Association of Royal Dutch Shell plc (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-4
(Registration No. 333-125037) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on May 18, 2005).
Articles of Association of Royal Dutch Shell plc (incorporated by reference to Exhibit 99.3) to the Report on Form 6-K of Royal Dutch Shell plc
furnished to the Securities and Exchange Commission on November 5, 2008.
Dividend Access Trust Deed (incorporated by reference to Exhibit 2 to the Annual Report for fiscal year ended December 31, 2006, on
Form 20-F (File no 001-32575) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on March 13, 2007).
Shell Provident Fund Regulations and Trust Agreement (incorporated by reference to Exhibit 4.7 to the Post-Effective Amendment to Registration
Statement on Form S-8 (Registration No. 333-126715) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on June 18,
2007).
Form of Director Indemnity Agreement (incorporated by reference to Exhibit 4.3 to the Annual Report for the fiscal year ended December 31,
2005, on Form 20-F (File No. 001-32575) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on March 13, 2006).
Senior Debt Securities Indenture dated June 27, 2006, among Shell International Finance B.V., as issuer, Royal Dutch Shell plc, as guarantor,
and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form F-3
(Registration No. 333-126726) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on July 20, 2005, amended from
then to be dated as of June 27, 2006, and with the parties signatures).
Form of Directors Letter of appointments (incorporated by reference to Exhibits 4.5 – 4.11 to the Annual Report for fiscal year ended
December 31, 2006, on Form 20-F (File No. 001-325751) of Royal Dutch Shell plc filed with the Securities and Exchange Commission on
March 13, 2007).
Calculation of Ratio of Earnings to Fixed Charges.
Calculation of Return on Average Capital Employed (ROACE) (incorporated by reference to page 47 herein).
Calculation of gearing ratio (incorporated by reference to page 9 and Note 16 to the Consolidated Financial Statements on page 121 herein).
Significant Shell subsidiaries as at December 31, 2010.
Section 302 Certification of Royal Dutch Shell plc.
Section 302 Certification of Royal Dutch Shell plc.
Section 906 Certification of Royal Dutch Shell plc.
Consent of PricewaterhouseCoopers LLP, London.
Consent of PricewaterhouseCoopers CI LLP, Jersey, Channel Islands relating to the Royal Dutch Shell Dividend Access Trust.
E1
E2
E6
E7
E8
E9
E10
178
Shell Annual Report and Form 20-F 2010
Exhibits
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorised the undersigned
to sign this Annual Report on Form 20-F on its behalf.
Royal Dutch Shell plc
/s/ Peter Voser
Peter Voser
Chief Executive Officer
March 9, 2011
Shell Annual Report and Form 20-F 2010
Exhibits
E1
EXHIBIT 7.1
CA L CU L ATIO N OF RATIO OF E ARN I N G S T O F IX E D CHAR G E S
$ MILLION, EXCEPT WHERE OTHERWISE INDICATED
Pre-tax income from continuing operations before income from equity investees
Total fixed charges
Distributed income from equity investees
Less: interest capitalised
Total earnings
Interest expensed and capitalised
Interest within rental expense
Total fixed charges
Ratio earnings/fixed charges
2010
29,391
2,431
6,519
969
37,372
1,965
466
2,431
15.37
2009
16,044
2,397
4,903
1,088
22,256
1,630
767
2,397
9.28
2008
43,374
2,689
9,325
870
54,518
2,051
638
2,689
20.27
2007
42,342
2,380
6,955
667
51,010
1,775
605
2,380
21.43
2006
37,957
2,258
5,488
564
45,139
1,713
545
2,258
19.99
E2
Shell Annual Report and Form 20-F 2010
Exhibits
EXHIBIT 8
Significant subsidiaries
Significant subsidiaries at December 31, 2010, and Shell’s percentage
of share capital (to the nearest whole number) are set out below. All of
these subsidiaries have been included in the “Consolidated Financial
Statements” of Shell on pages 98–138. Those held directly by the
Company are marked with an asterisk (*). A complete list of
investments in subsidiary and associated companies and jointly
controlled entities will be attached to the Company’s annual return
made to the Registrar of Companies.
Company name
Shell Development (Australia) Proprietary Ltd
Shell Energy Holdings Australia Ltd
Qatar Shell GTL Ltd
Shell Deepwater Borneo Ltd
Shell International Trading Middle East Ltd
Shell Oman Trading Ltd
3095381 Nova Scotia Company
Shell Canada Energy
Shell Canada Ltd
Shell Canada Upstream
Shell Olie – OG Gasudvinding Danmark Pipelines Aps
Shell Gabon
Shell Upstream Gabon
Ferngasbeteiligungsgesellschaft mbH
Shell Energy Deutschland GmbH
Shell Erdgas Beteiligungsgesellschaft mbH
Shell Erdoel Und Erdgas Exploration GmbH
Shell Exploration And Production Libya GmbH
Shell Verwaltungsgesellschaft Fur Erdgasbeteiligungen mbH
Hazira LNG Private Ltd
Shell E&P Ireland Ltd
Shell Italia E&P Spa
Sarawak Shell Berhad
Shell MDS (Malaysia) Sendirian Berhad
Shell Energy Asia Ltd
Shell Nigeria E & P Company Ltd
Shell Nigeria Exploration Properties Alpha Ltd
Shell Nigeria Ultra Deep Ltd
The Shell Petroleum Development Company Of Nigeria Ltd
A/S Norske Shell
Enterprise Oil Norge As
Shell Tankers (Singapore) Private Ltd
B.V. Dordtsche Petroleum Maatschappij
Kirthar Pakistan B.V.
Shell Abu Dhabi B.V.
Shell Azerbaijan Exploration And Production B.V.
Shell Caspian B.V.
Shell E And P Offshore Services B.V.
Shell Egypt N.V.
Shell Egypt Shallow Water B.V.
Shell EP Middle East Holdings B.V.
Shell EP Wells Equipment Services B.V.
Shell Exploration And Production Investments B.V.
Shell Gas B.V.
Shell Generating (Holding) B.V.
Shell Kazakhstan Development B.V.
Country of
incorporation
Australia
Australia
Bermuda
Bermuda
Bermuda
Bermuda
Canada
Canada
Canada
Canada
Denmark
%
100
100
100
100
100
100
100
100
100
100
100
75 Gabon
100 Gabon
100 Germany
100 Germany
100 Germany
100 Germany
100 Germany
100 Germany
74
India
Ireland
Italy
100
100
100 Malaysia
72 Malaysia
100 New Zealand
100 Nigeria
100 Nigeria
100 Nigeria
100 Nigeria
100 Norway
100 Norway
100
100
Singapore
the Netherlands
100
100
100
100
100
100
100
100
100
100
100
100
100
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
Principal
activities
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Class of shares held
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Membership interest
Ordinary
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Redeemable,
non-redeemable
Company name
Shell Olie – OG Gasudvinding Danmark B.V.
Shell Salym Development B.V.
Shell Technology Ventures B.V.
Shell Western LNG B.V.
Syria Shell Petroleum Development B.V.
Tamba B.V.
Enterprise Oil Ltd
Enterprise Oil Middle East Ltd
Enterprise Oil U.K. Ltd
Saxon Oil Miller Ltd
Shell China Exploration And Production Company Ltd
Shell Energy Europe Ltd
Shell EP Offshore Ventures Ltd
Shell Exploration And Production Oman Ltd
Shell Property Company Ltd
Shell U.K. Ltd
Pecten Cameroon Company LLC
SCOGI, L.P.
Shell Deepwater Royalties Inc.
Shell Energy North America (US), L.P.
Shell Exploration & Production Company
Shell Frontier Oil & Gas Inc.
Shell Gulf Of Mexico Inc.
Shell Offshore Inc.
Shell Oil Company
Shell Onshore Ventures Inc.
Shell Trading North America Company
Shell Windenergy Inc
SWEPI LP
Shell Venezuela S.A.
Shell Compania Argentina De Petroleo S.A.
Shell Australia Ltd
Shell Refining (Australia) Proprietary Ltd
The Shell Company Of Australia Ltd
Shell Western Supply & Trading Ltd
Belgian Shell S.A.
Shell Saudi Arabia (Refining) Ltd
Petroleo Sabba S.A.
Shell Brasil Ltda
Pennzoil-Quaker State Canada Incorporated
Shell Canada Products
Shell Chemicals Canada Ltd
Shell Chile Sociedad Anonima Comercial E Industrial
Shell Tongyi (Beijing) Petroleum Chemical Co. Ltd
Shell Tongyi (Xianyang) Petroleum Chemical Co. Ltd
Shell Czech Republic Akciova Spolecnost
Butagaz Sas
Ste Des Petroles Shell Sas
Deutsche Shell Holding GmbH
Shell Deutschland Oil GmbH
Shell Erneuerbare Energien GmbH
Shell Hong Kong Ltd
Shell India Markets Private Ltd
Shell Luxembourgeoise Sarl
Shell Malaysia Trading Sendirian Berhad
Shell Refining Company (Federation Of Malaya) Berhad
Societe Shell Du Maroc
Shell Annual Report and Form 20-F 2010
Exhibits
E3
Country of
incorporation
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
Venezuela
Argentina
Australia
Australia
Australia
Barbados
Belgium
Bermuda
Brazil
Brazil
Canada
Canada
Canada
Chile
China
China
Czech Republic
France
France
%
100
100
100
100
65
50
100
100
100
100
100
100
100
100
100
100
80
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
80
100
100
100
100
100
75
75
100
100
100
100 Germany
100 Germany
100 Germany
100
Hong Kong
India
Luxembourg
100
100
100 Malaysia
51 Malaysia
100 Morocco
Principal
activities
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Upstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Class of shares held
Ordinary
Redeemable,
non-redeemable
Ordinary
Ordinary
Redeemable,
non-redeemable
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership capital
Ordinary
Partnership capital
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Partnership capital
Ordinary
Nominative
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Quotas
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
Ordinary
E4
Shell Annual Report and Form 20-F 2010
Exhibits
Company name
Pilipinas Shell Petroleum Corporation
Shell Polska Sp. Z O.O.
Shell Chemicals Seraya Pte. Ltd
Shell Eastern Petroleum (Pte) Ltd
Shell Eastern Trading (Pte) Ltd
Shell Seraya Pioneer (Pte) Ltd
Shell South Africa Holdings (Pty) Ltd
Shell South Africa Marketing (Pty) Ltd
Shell Brands International AG
Shell Chemicals Europe B.V.
Shell Lubricants Supply Company B.V.
Shell Nederland B.V.
Shell Nederland Chemie B.V.
Shell Nederland Raffinaderij B.V.
Shell Nederland Verkoopmaatschappij B.V.
Shell Trademark Management B.V.
Shell Trading Rotterdam B.V.
Shell Trading Russia B.V.
Shell & Turcas Petrol A.S.
Shell Caribbean Investments Ltd
Shell Chemicals U.K. Ltd
Shell Gas Holdings (Malaysia) Ltd
Shell International Petroleum Company Ltd
Shell International Trading And Shipping Company Ltd
Shell Trading International Ltd
The Shell Company Of Thailand Ltd
Equilon Enterprises LLC
Jiffy Lube International, Inc
Pennzoil-Quaker State Company
Shell Chemical LP
Shell Chemicals Arabia LLC
Shell Pipeline Company LP
Shell Trading (US) Company
SOPC Holdings East LLC
SOPC Holdings West LLC
TMR Company
Shell Bermuda (Overseas) Ltd
Shell Holdings (Bermuda) Ltd
Shell Overseas Holdings (Oman) Ltd
Solen Insurance Ltd
Shell Americas Funding (Canada) ULC
Shell Treasury Hong Kong Ltd
Shell Finance Luxembourg Sarl
Shell Treasury Luxembourg Sarl
Shell Treasury Centre East (Pte) Ltd
Shell Finance Switzerland AG
Solen Versicherungen AG
Shell Finance (Netherlands) B.V.
Shell Global Solutions International B.V.
Shell International Finance B.V.*
Shell Overseas Investments B.V.
Shell Petroleum N.V.*
Shell Energy Investments Ltd
Shell Holdings (U.K.) Ltd
Shell International Investments Ltd
Shell Overseas Holdings Ltd
Shell Treasury Centre Ltd
Shell Treasury Dollar Company Ltd
Shell Treasury Euro Company Ltd
Country of
incorporation
Philippines
Poland
Singapore
Singapore
Singapore
Singapore
South Africa
South Africa
Switzerland
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
Turkey
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
United States of America
Bermuda
Bermuda
Bermuda
Bermuda
Canada
Hong Kong
Luxembourg
Luxembourg
Singapore
Switzerland
Switzerland
the Netherlands
the Netherlands
the Netherlands
the Netherlands
the Netherlands
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Principal
activities
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Downstream
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
%
67.1
100
100
100
100
100
100
75
100
100
100
100
100
100
100
100
100
100
70
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
100
Class of shares held
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Registered, voting
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Membership interest
Ordinary
Ordinary
Partnership capital
Ordinary
Partnership capital
Ordinary
Membership interest
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Registered, voting
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Shell Annual Report and Form 20-F 2010
Exhibits
E5
Company name
Shell Treasury UK Ltd
The Shell Petroleum Company Ltd
The Shell Transport And Trading Company Ltd
Criterion Catalysts & Technologies L.P.
Pecten Victoria Company
Shell Petroleum Inc.
Shell Treasury Center (West) Inc.
Country of
incorporation
United Kingdom
United Kingdom
United Kingdom
United States of America
United States of America
United States of America
Principal
activities
Corporate
Corporate
Corporate
Corporate
Corporate
Corporate
United States of America
Corporate
%
100
100
100
100
100
100
100
Class of shares held
Ordinary
Ordinary
Ordinary
Equity
Ordinary
Ordinary
Ordinary
E6
Shell Annual Report and Form 20-F 2010
Exhibits
EXHIBIT 12.1
I, Peter Voser, certify that:
1. I have reviewed this Annual Report on Form 20-F of Royal Dutch Shell plc (the Company);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Company and have:
(cid:2) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(cid:2) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(cid:2) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(cid:2) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(cid:2) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
(cid:2) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control
over financial reporting.
/s/ Peter Voser
Peter Voser
Chief Executive Officer
March 9, 2011
Shell Annual Report and Form 20-F 2010
Exhibits
E7
EXHIBIT 12.2
I, Simon Henry, certify that:
1. I have reviewed this Annual Report on Form 20-F of Royal Dutch Shell plc (the Company);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;
4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the Company and have:
(cid:2) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(cid:2) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
(cid:2) evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(cid:2) disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the
annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting;
5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to
the Company’s auditors and the audit committee of the Company’s Board of Directors (or persons performing the equivalent functions):
(cid:2) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the Company’s ability to record, process, summarise and report financial information; and
(cid:2) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control
over financial reporting.
/s/ Simon Henry
Simon Henry
Chief Financial Officer
March 9, 2011
E8
Shell Annual Report and Form 20-F 2010
Exhibits
EXHIBIT 13.1
In connection with the Annual Report on Form 20-F of Royal Dutch Shell plc (the Company) 2010, a corporation organised under the laws of
England and Wales for the period ending December 31, 2010, as filed with the Securities and Exchange Commission on the date hereof (the
Report), each of the undersigned officers of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, to such officer’s knowledge, that:
1. The Report fully complies, in all material respects, with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
as of, and for, the periods presented in the Report.
The foregoing certification is provided solely for purposes of complying with the provisions of Section 906 of the Sarbanes-Oxley Act of 2002 and
is not intended to be used or relied upon for any other purpose.
/s/ Peter Voser
Peter Voser
Chief Executive Officer
/s/ Simon Henry
Simon Henry
Chief Financial Officer
March 9, 2011
Shell Annual Report and Form 20-F 2010
Exhibits
E9
EXHIBIT 99.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-155201, 333-155201-01) and the
Registration Statements on Form S-8 (No. 333-126715, 333-141397 and 333-171206) of Royal Dutch Shell plc of our report dated March 9,
2011, relating to the Consolidated Financial Statements and the effectiveness of internal control over financial reporting, which appears in this
Annual Report on Form 20-F.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
London
March 9, 2011
E10
Shell Annual Report and Form 20-F 2010
Exhibits
EXHIBIT 99.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements on Form F-3 (No. 333-155201, 333-155201-01) and the
Registration Statements on Form S-8 (No. 333-126715 and 333-171206) of the Royal Dutch Shell Dividend Access Trust of our report dated
March 9, 2011, relating to the Royal Dutch Shell Dividend Access Trust Financial Statements, and the effectiveness of internal control over financial
reporting, which appears in this Annual Report on Form 20-F.
/s/ PricewaterhouseCoopers CI LLP
PricewaterhouseCoopers CI LLP
Jersey, Channel Islands
March 9, 2011
1(cid:10)(cid:3)(cid:11)(cid:2)1(cid:11)(cid:6)(cid:12)(cid:3)+(cid:10)(cid:7)-(cid:2)(cid:11)(cid:12)(cid:10)(cid:3)
(cid:7)(cid:8)0(cid:12)(cid:14)(cid:11)(cid:8)(cid:7)(cid:8)(cid:17)(cid:6)(cid:10)++(cid:12)1(cid:8)
(cid:7) (cid:2)+ !’(cid:7)(cid:8)/&*5(cid:7)(cid:13)5(cid:31)’’(cid:7),’*
(cid:7)(cid:8)(cid:11)(cid:2)(cid:12)(cid:5)(cid:6)(cid:14)(cid:16)(cid:2)(cid:7)(cid:8)(cid:16)(cid:10)(cid:5)(cid:17)(cid:8)(cid:7)(cid:14)
(cid:14))A/(cid:29)"(cid:29)(cid:31)#(cid:7)-"+.(cid:7)"(cid:31)&!(cid:29)’(cid:7)#5!"(cid:31)5+’%(cid:31)"#E
(cid:12)(cid:3)(cid:13)(cid:8)(cid:14)(cid:11)(cid:10)(cid:7)(cid:6)(cid:7)(cid:8)(cid:5)(cid:2)(cid:11)(cid:12)(cid:10)(cid:3)(cid:14)
(cid:14))A/(cid:29)"(cid:29)(cid:31)#(cid:7)-"+.(cid:7)(cid:29))#&(cid:29)&/&(cid:29)+)!’(cid:7)#5!"(cid:31)5+’%(cid:31)"#E
(cid:7)
(cid:7)
(cid:7)
(cid:7)
(cid:7)
(cid:7)
(cid:7)
(cid:13)5(cid:31)’’(cid:7)(cid:11)(cid:31))&"(cid:31)(cid:7)
(cid:6)+)%+)(cid:7)(cid:13)(cid:14)(cid:24)(cid:7)?(cid:16)(cid:5)(cid:7)
(cid:9))(cid:29)&(cid:31)%(cid:7)F(cid:29))0%+.
(cid:2)(cid:31)0(cid:29)#&(cid:31)"(cid:31)%(cid:7)(cid:29))(cid:7)(cid:14))0’!)%(cid:7)!)%(cid:7)3!’(cid:31)#
(cid:11)+.,!) (cid:7))/.7(cid:31)"(cid:7)<(cid:23)(cid:27)(cid:27);<@
(cid:2)(cid:31)0(cid:29)#&(cid:31)"(cid:31)%(cid:7)4(cid:29)&5(cid:7)&5(cid:31)(cid:7)(cid:8)/&*5(cid:7)(cid:10)"!%(cid:31)(cid:7)(cid:2)(cid:31)0(cid:29)#&(cid:31)"
/)%(cid:31)"(cid:7))/.7(cid:31)"(cid:7)(cid:23)<(cid:24)?@G(cid:20)(cid:23)
(cid:16)(cid:8)(cid:2)(cid:17)4(cid:4)(cid:2)(cid:7)(cid:11)(cid:8)(cid:7)(cid:14)
(cid:7) (cid:2)+ !’(cid:7)(cid:8)/&*5(cid:7)(cid:13)5(cid:31)’’(cid:7),’*
(cid:7)
(cid:7)
(cid:7)
(cid:11)!"(cid:31)’(cid:7)(cid:30)!)(cid:7)(cid:22) ’!)%&’!!)(cid:7)(cid:23)(cid:20)
(cid:19)G@(cid:27)(cid:7)(cid:12)(cid:2)(cid:7)(cid:10)5(cid:31)(cid:7)(cid:12)!0/(cid:31)(cid:7)(cid:7)
(cid:10)5(cid:31)(cid:7)(cid:16)(cid:31)&5(cid:31)"’!)%#
(cid:7)(cid:13)5!"(cid:31)5+’%(cid:31)"(cid:7)(cid:2)(cid:31)’!&(cid:29)+)#
(cid:7)
(cid:2)+ !’(cid:7)(cid:8)/&*5(cid:7)(cid:13)5(cid:31)’’(cid:7),’*
(cid:7) (cid:11)!"(cid:31)’(cid:7)(cid:30)!)(cid:7)(cid:22) ’!)%&’!!)(cid:7)(cid:23)(cid:20)
(cid:19)G@(cid:27)(cid:7)(cid:12)(cid:2)(cid:7)(cid:10)5(cid:31)(cid:7)(cid:12)!0/(cid:31)(cid:7)(cid:7)
(cid:7)
(cid:10)5(cid:31)(cid:7)(cid:16)(cid:31)&5(cid:31)"’!)%#(cid:7)
(cid:7)
(cid:7) :(cid:23)(cid:24)(cid:7)C(cid:20)D?(cid:20)(cid:7)(cid:23)??(cid:7)(cid:24)(cid:23)(cid:27)G
:(cid:23)(cid:24)(cid:7)C(cid:20)D?(cid:20)(cid:7)(cid:23)??(cid:7)<(cid:20);;
(cid:7) :(cid:23)(cid:24)(cid:7)C(cid:20)D?(cid:20)(cid:7)(cid:23)??(cid:7)(cid:23)@G(cid:23)
+"
(cid:7)
(cid:7)
(cid:7)
(cid:7)(cid:13)5!"(cid:31)5+’%(cid:31)"(cid:7)(cid:2)(cid:31)’!&(cid:29)+)#
(cid:2)+ !’(cid:7)(cid:8)/&*5(cid:7)(cid:13)5(cid:31)’’(cid:7),’*
(cid:13)5(cid:31)’’(cid:7)(cid:11)(cid:31))&"(cid:31)(cid:7)(cid:7)
(cid:6)+)%+)(cid:7)(cid:13)(cid:14)(cid:24)(cid:7)?(cid:16)(cid:5)
(cid:7)
(cid:7)
(cid:7)
(cid:7) (cid:9))(cid:29)&(cid:31)%(cid:7)F(cid:29))0%+.
(cid:7) :<<(cid:7)C(cid:20)D(cid:19)(cid:20)(cid:7)?@(cid:23)<(cid:7)(cid:23)(cid:23)(cid:27)(cid:23)
(cid:7) :<<(cid:7)C(cid:20)D(cid:19)(cid:20)(cid:7)?@(cid:23)<(cid:7)?G(cid:24)G
(cid:7) "+ !’%/&*5#5(cid:31)’’1#5!"(cid:31)5+’%(cid:31)"#=#5(cid:31)’’1*+.
(cid:7) 4441#5(cid:31)’’1*+.>#5!"(cid:31)5+’%(cid:31)"
(cid:7)(cid:26))(cid:30)(cid:31)#&+"(cid:7)(cid:2)(cid:31)’!&(cid:29)+)#
(cid:2)+ !’(cid:7)(cid:8)/&*5(cid:7)(cid:13)5(cid:31)’’(cid:7),’*
(cid:15)(cid:3)(cid:7)(cid:22)+8(cid:7)(cid:24)(cid:27)(cid:19)
(cid:19)G(cid:20)(cid:24)(cid:7)(cid:5)(cid:16)(cid:7)(cid:10)5(cid:31)(cid:7)(cid:12)!0/(cid:31)(cid:7)(cid:7)
(cid:10)5(cid:31)(cid:7)(cid:16)(cid:31)&5(cid:31)"’!)%#(cid:7)
(cid:7) :(cid:23)(cid:24)(cid:7)C(cid:20)D?(cid:20)(cid:7)(cid:23)??(cid:7)
Continue reading text version or see original annual report in PDF format above