Shell plc
For the period ended Dec 31, 2025. Filed Mar 12, 2026.
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The yearly report of a company based outside the US. It covers much of what a 10-K does, and may follow accounting rules other than US ones.
FY2025 · Filed Mar 12, 2026
Use the contents to explore the available documents and sections.
Contents
Governance framework
| Board of Directors | |
| The Company has a single-tier Board of Directors headed by a Chair, with executive management led by the Chief Executive Officer (CEO). The names of the Directors who held office during the year can be found on pages 140-145. Information on the Directors who are seeking appointment or reappointment is included in the Notice of Annual General Meeting.There is no fixed number of times that the Board may meet in one year. During 2025, the Board met 10 times (nine times during 2024) and, as detailed in the Strategic Report and activities undertaken throughout the year, worked to promote the long-term success of the Company, generating value for shareholders and contributing to wider society. Further information on the Board's work and assessments in relation to strategy, culture, engagement with stakeholders, and its workforce can be found in this section. The Board's responsibilities are governed by a formal schedule of matters reserved to it and include:￮approval of overall strategy and oversight of management.￮changes to the corporate and capital structure.￮approval of financial reporting and controls, including interim dividends.￮oversight of risk management and internal control.￮approval of significant contracts.￮determining succession planning and new Board appointments.￮determining the remuneration policy for the Chair, CEO and Executive Directors and remuneration for Non-executive Directors.￮corporate governance matters.Board Committees |
| Audit and Risk Committee (ARC) | Sustainability Committee (SUSCO) |
| Nomination and Succession Committee (NOMCO) | Remuneration Committee (REMCO) |
| More information on the composition of each of the Board committees, their purpose, roles and activities during the year is provided on the following pages: | |||
|---|---|---|---|
| ARC | 159-168 | SUSCO | 157-158 |
| NOMCO | 154-156 | REMCO | 169-175 |
| 149 | Shell | Form 20-F 2025 |
| Board of Directors continued | |
| Division of responsibilitiesThe roles of the Chair, a non-executive role, and the CEO are separate and clearly defined. The Board has agreed on their respective responsibilities and set these out in writing. These documents are available on request from the Company Secretary.Chair￮Responsible for ensuring that the Board and its committees function effectively. One way in which this is achieved is by ensuring Directors receive accurate, timely and clear information.￮Responsible for making sure that there is an adequate induction and training programme followed by all Directors (see page 148), with assistance from the Company Secretary.Deputy Chair/Senior Independent Director￮Sounding board for the Chair.￮Serves as an intermediary for the other Directors and shareholders.￮Leads the annual appraisal of the Chair's performance.Non-executive Directors￮Appointed by the Board or by shareholders at general meetings and, in accordance with the Code, seek re-election by shareholders on an annual basis.￮Letters of appointment refer to a specific term of office in accordance with the provisions of the Code and the Company's Articles of Association.￮Upon appointment, Non-executive Directors confirm they are able to allocate sufficient time to meet the expectations of the role. Appointments are subject to a minimum of three months' notice of termination, and there is no compensation provision for early termination.￮The Non-executive Directors bring a wide range and balance of skills and international business experience. Through their contribution to the Board and Board committee meetings, respectively, they are expected to challenge and help develop proposals on strategy and bring independent judgement on issues of performance and risk.￮At every Board meeting, time is set aside for the Chair and Non-executive Directors to meet without the Executive Directors being present. The Non-executive Directors discuss, among other matters, the performance of individual Executive Directors. A number of Non-executive Directors also meet major shareholders over the course of the year. |
| Executive Management | ||
| Chief Executive Officer (CEO)￮has overall responsibility for the implementation of the strategy approved by the Board, the operational management of the Company and the business enterprise connected with it.￮is supported in this by the EC that he chairs. | Executive Committee (EC)￮operates under the direction of the CEO in support of his responsibility for the overall management of Shell's business. The CEO 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.￮members are listed in the Executive Committee biographies on pages 146-147. | |
| Governance documents available on shell.com/investors: | |
| ￮Articles of Association￮Matters Reserved for the Board￮Board Committee Terms of Reference￮Modern Slavery Act Statement￮Shell General Business Principles￮Shell Code of Conduct￮Code of Ethics for Executive Directors and Senior Financial Officers |
| 150 | Shell | Form 20-F 2025 |
Senior Succession and Resourcing Review
The annual Senior Succession and Resourcing Review focused on the strength of senior leadership and plans for its development and succession, while highlighting the breadth, depth and diversity of its pipeline, the developing profile of the leadership cadre, and recruitment and attrition levels.
The Senior Succession and Resourcing Review also highlighted the effectiveness of succession planning, the impact of its associated execution, and the data-driven, integrated approach to leadership and leadership development. The review continues to focus on proactive management of Shell's talent pipeline, and on advancing Shell's diversity agenda with increased attention on gender, race and ethnicity, LGBT+ and disabilities.
Shell Performance Framework
The Shell Performance Framework is the overarching framework we use to deliver our strategy. It applies to all Shell companies and provides a consistent approach for how each company in Shell operates. It seeks to empower each company in a way that is fit for purpose, while delivering on our overall objectives. It emphasises the value of a "whole systems" approach to our business activities across Shell along with the important role that culture plays in achieving Shell's objectives.
The Shell Performance Framework
The Shell Performance Framework supports the delivery of sustainable business outcomes. In pursuit of this, consideration is given to both the context in which Shell operates and key elements of direction-setting, including, for example, Shell's strategy and the Shell General Business Principles.Delivery of the desired outcomes is then pursued by leveraging our Performance Culture, i.e. the shared values, practices and beliefs of our employees. This is influenced by decisions on:￮Structure and Accountability – how we are organised and governed and the associated roles and responsibilities.￮People and Skills – our workforce composition, such as its size, diversity and location, and the skills required to deliver Shell's objectives.￮Processes and Systems – how we transform inputs into outputs in a controlled manner, leveraging data and systems as appropriate. This also includes the standards that further define the boundaries within which Shell operates.￮Mindset and Behaviours – this includes the role of leadership and Shell's values, beliefs and behaviours, as set out, for example, in the Code of Conduct.At the heart of the Shell Performance Framework is the Improvement Cycle, which integrates performance management, risk management, including controls and assurance, learning and improvement. It follows a "Plan-Do-Check-Adjust" approach and helps to drive a consistent way of working and improving.
| 151 | Shell | Form 20-F 2025 |
Risk management and controls
The Board is responsible for establishing and maintaining an effective risk management and internal control framework, and determining the nature and extent of the principal risks that Shell is willing to take in order to achieve its long-term strategic objectives.
The Shell Performance Framework sets out the overarching approach to how we manage risks in Shell. This approach, together with Shell's principal and emerging risks, is described on page 23.
Board review of principal and emerging risks
The Board confirms it has carried out a robust assessment of Shell's principal risks, including a robust process for identifying, evaluating and managing these principal risks. The Board also confirms it has carried out a robust assessment of Shell's emerging risks. These assessments have been in place throughout 2025 and up to the date of this Report, are reviewed by the Board and accord with the Financial Reporting Council guidance on risk management, internal control and related reporting.
See "Risk management and Risk factors" on pages 23-32.
Review of the effectiveness of the risk management and internal control
The Audit and Risk Committee (ARC) assists the Board in fulfilling its responsibilities in relation to the effectiveness of the risk management and internal control framework, the integrity of financial reporting, and consideration of compliance matters.
See "Audit and Risk Committee Report" on pages 159-168.
The ARC receives regular reports and updates on financial, operational, reporting, compliance and risk management and internal control matters throughout the year. It is helped with its monitoring and review responsibilities by reports of:
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