Foreign bribery

Submission 26

Shell Australia Pty Ltd

Committee Secretary ABN 14 009 663 576
Senate Economics Legislation Committee
PO Box 6100 2 Victoria Avenue
Parliament House Perth WA 6000
CANBERRA ACT 2600 Australia
Tel +61 8 9338 6000

24 August 2015

Re: Inquiry into foreign bribery

Shell Australia Pty Ltd welcomes the opportunity to make this submission in response to your
letter of 14th July 2015.

1. Background – About Shell

Shell is a global group of energy and petrochemical companies, with its headquarters in The
Hague, the Netherlands. Shell operates in over 70 countries around the world and employs
around 94,000 staff.

2. Shell in Australia

Shell has been in Australia since 1901 and Australia forms an important part of Shell’s global
natural gas business. Historically, our significant investment in Australia spanned across both
the downstream and upstream sectors.

In 2014 Shell sold its downstream refining, marketing and distribution operations to Vitol, and
our business is now focused largely in the upstream sector - although Shell continues to supply
aviation fuels and lubricants in Australia.

Our major investments in key Australian LNG projects include the:

• Prelude Floating LNG project (67.5% equity);
• Gorgon Joint Venture (25% equity);
• North West Shelf Venture (16.67% equity);
• Browse Joint Venture (27% equity); and
• Sunrise Joint Venture (26.6% equity).

In 2010 Shell and PetroChina jointly acquired Arrow Energy Limited (Arrow), a Queensland
coal seam gas (CSG) company with resources in the Surat and Bowen basins. Shell and
PetroChina each hold 50% of Arrow.
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Submission 26

In April 2015, the Boards of Royal Dutch Shell plc and BG Group plc (BG) agreed the terms of
a combination of their global businesses. The parties are targeting completion of the
transaction around early 2016 and are seeking regulatory approvals in a number of
jurisdictions, including from the Foreign Investment Review Board and the ACCC in Australia.

3. Shell’s approach to Anti-corruption

General approach

Shell’s General Business Principles state our insistence on honesty, integrity and fairness in all
aspects of our business. Business integrity, including a clear anti-bribery commitment, has
been an integral part of the Shell General Business Principles for many years. We do not
tolerate the direct or indirect offer, payment, soliciting or acceptance of bribes in any form.
Facilitation payments are also prohibited.

In line with these principles, Shell maintains a global Anti-bribery and Corruption programme
that includes elements designed to prevent or detect and remediate potential violations.

Shell’s Ethics & Compliance Office, which includes the Chief Ethics & Compliance Officer,
programme and operational business support teams, assists the business in implementing the
Anti-bribery and Corruption programme, and monitors and reports on progress.

A global helpline enables Shell employees and others to raise concerns or dilemmas or to seek
advice on matters related to compliance with the law and our Code of Conduct, in full
confidence and without fear of retaliation.

We also expect that contractors and suppliers understand and meet Shell’s robust
requirements. Our contracts with them include requirements for adherence to the Shell General
Business Principles or equivalent, and that staff working on behalf of Shell behave in a manner
that is consistent with the Shell Code of Conduct and its Anti-bribery and Corruption policy.

The Shell Code of Conduct is available at http://s06.static-shell.com/content/dam/shell-

new/local/corporate/corporate/downloads/pdf/codeofconduct-english-2010.pdf. The Code of
Conduct is currently being revised and updated with a view to being re-published before the
end of 2015.

In addition, Shell has been a participant of the United Nations Global Compact since its
foundation in 2000. We are committed to its principles and, in particular, Principle 10 which
states that businesses should work against corruption in all its forms, including extortion and
bribery.

In line with this policy, Shell sits on Transparency International‘s Steering Committee for the
Business Principles for Countering Bribery.

Shell is also a founder and board member of the Extractive Industries Transparency Initiative
(EITI), a coalition of governments, companies and non-governmental organisations sharing
common principles and the belief that high standards of transparency about government
revenues can lead to more economic growth, safer investments, and better governance.

Specific requirements

Some key aspects of the approach are set out below:

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 Our Code of Conduct includes specific instructions to staff, such as requirements to avoid
or declare potential conflicts of interest, and others that concern the offer or acceptance of
gifts and hospitality.

 Communications from Shell’s global and Australian leadership regularly include messages
about Shell’s Anti-bribery and Corruption polices and the associated requirements. Our
leaders play an essential role, establishing a culture of compliance and setting the right
example through their own behaviour.

 In addition to the Code of Conduct, we have established mandatory anti-bribery procedures

and controls applicable to all Shell Businesses and Functions, throughout their operations.
The procedures and controls are designed to address a range of corruption related risks
and to focus resources and attention in the areas of higher risk. They are contained in the
Anti-bribery and Corruption Manual, which is appended to this submission.

 As part of our approach to ethics and compliance training, we take action to ensure that our
anti-corruption policies, standards, and procedures are communicated to all directors,
officers, employees, and, where necessary and appropriate, to agents and business
partners. Particular areas of focus with third parties include continued strengthening of due
diligence procedures, and clearly articulated requirements (for example through the use of
standard contract clauses).

 All staff are required to undertake online training on Shell’s Code of Conduct and conflicts of
interest. Staff in “at risk” roles have been required to undertake online anti-bribery and
Corruption training every two years since 2009, and staff in “at higher risk” roles are
required to undertake both online and face to face training.

 Requests for advice or reporting of concerns may be submitted via the Shell Global Helpline
or through internal channels, as with other requests or concerns related to the Code of
Conduct or Business Principles. All allegations concerning bribery or corruption are
investigated.

 When we discover that bribery or fraud allegations are imposed against any third party
performing work for Shell, we review our relationship with that party and take appropriate
action.

 Dedicated legal counsel (globally, 4.5 Full Time Equivalent staff, shortly to be 5) and
compliance staff provide legal advice and likewise assist in monitoring programme
implementation in local operations.

In addition, Shell Australia supports a local debate and exchange of industry best practices in
the area of Anti-bribery and Corruption. We frequently discuss Anti-bribery and Corruption
matters with our business partners and participate in Anti-Corruption conferences, meetings
and events of Transparency International’s Australia Chapter.

In 2013 and 2014, Shell was also an active participant of the Multi-Stakeholder Group (MSG) in
the Australian EITI Pilot. The MSG Report to Government has been published and we
understand implementation is still being considered by the Australian Government.

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4. Committee questions – Shell Australia’s view on existing Commonwealth

legislation governing foreign bribery

You have asked us for our views on the effectiveness of, and any possible improvements to,
existing Commonwealth legislation governing foreign bribery:

 Shell would support an Australian legislative regime against foreign corruption which
follows other jurisdictions with effective Anti-bribery and Corruption laws, such as the
UK Bribery Act 2010 and the Foreign Corrupt Practices Act of 1977 in the United States.
As a global company, Shell complies with the highest international standards for anti-
bribery and corruption throughout its operations and would like to see such standards
implemented and enforced in a harmonized way so that we do not face different
requirements in different countries.

 Shell particularly believes in the importance of a company defence against charges of

bribery and corruption. Section 7 of the U.K. Bribery Act 2010 provides a defence for
corporate organisations to prove that, despite a case of bribery, it had adequate
procedures in place designed to prevent persons associated with it from such conduct.

The defence was established “in recognition of the fact that no bribery prevention
regime will be capable of preventing bribery at all times … (It was) also included in order
to encourage commercial organisations to put procedures in place to prevent bribery by
persons associated with them” (see UK Ministry of Justice, Guidance about procedures
which relevant commercial organisations can put in place to prevent persons associated
with them from bribing (2011) 8).

 Shell believes the facilitation payment defence under the the Criminal Code is
problematic. The defence causes legal uncertainty for Australian businesses interacting
with foreign officials. Shell already prohibits facilitation payments and supports plans to
remove the facilitation payment defence in order to align Australian anti-bribery laws
more closely with the UK Bribery Act 2010 in order to bring the law into line with
international best practice, such as the OECD’s recommendation that Member countries
should:
i) undertake to periodically review their policies and approach on small facilitation
payments in order to effectively combat the phenomenon;
ii) encourage companies to prohibit or discourage the use of small facilitation
payments.

 Shell would also support the adoption by Australia of the broader scope of the UK’s
Bribery Act, which extends not only to bribes paid to public officials but also to
commercial bribery among private citizens.

 In amending the legislative regime, Shell considers it important that:

- new laws do not impose uncertainty or unnecessary regulatory burdens, such as

through inefficient or unnecessary reporting regimes; and

- regulatory authorities have the necessary resources to properly enforce the laws in
an effective and efficient manner.

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Thank you for the invitation to provide these comments. Shell is committed to compliance with
anti-bribery laws of the countries in which it does business and appreciates the opportunity to
comment on this topic. We hope this submission assists the Committee with its inquiry.

Yours sincerely
Shell Australia Pty Ltd

Andrew Smith
Country Chair

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Submission 26

ANTI-BRIBERY AND
CORRUPTION MANUAL
Fighting Corrupt Practices
 Foreign bribery
Submission 26
INTRODUCING THE ANTI-BRIBERY AND
CORRUPTION MANUAL

This Anti-bribery and Corruption (ABC) Manual for complying with laws that
prohibit bribery of Government Officials and private individuals in the conduct
of international business is owned by the Royal Dutch Shell plc Legal Director.
The Chief Ethics and Compliance Officer (CECO) has the authority to approve
exceptions to the requirements of this Manual.
The authoritative version of this Manual, along with supplementary material,
is available on the Shell Ethics and Compliance anti-bribery and corruption
website at:
http://sww.shell.com/ethicsandcompliance/areas/BandC/home.html
and is applicable to all Shell companies.
This Manual is classified as Restricted. Full or partial communication of this
document outside Shell requires prior consent of the owner (via an Anti-bribery
and Corruption Subject Matter Expert (ABC SME)).
This Manual builds on the Shell General Business Principles (SGBP), the Code
of Conduct and the Shell Supplier Principles and forms part of the Shell Control
Framework. All Businesses and Functions must comply with the mandatory
requirements of this Manual and with all applicable laws and regulations.
If there are any questions or an interpretation or exception is required to this
Manual a Compliance Officer must be consulted.
All terms in blue font are defined in the Glossary with links to web pages
where relevant.

Version 3.2 January 2015

The companies in which Royal Dutch Shell plc directly and indirectly owns investments are separate entities. In this
Manual “Shell”, “Group” and “Shell Group” are sometimes used for convenience where references are made to
Shell Companies in general. Likewise, the words “we”, “us” and “our” are also used to refer to Shell companies 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.

In the event of conflicts between any translated version and the English language version, the English language
version shall prevail.

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Submission 26
CONTENTS

1 INTRODUCTION 4

MANDATORY REQUIREMENTS
2.1 Contracting with Government Intermediaries, Distributors, Contractors or Suppliers 6
2 2.2 Offering or receiving Gifts and Hospitality (G&H) 9 2.3 Funding Social Investment, Donations and Sponsorships 12
2.4 Conflicts of Interest (COI) 14 2.5 Political Payments and Trade Associations 15 2.6 Facilitation Payments 16
2.7 Recruitment 17 2.8 New Business Development, including set-up of Joint Ventures 18 2.9 Joint Ventures 19

3 MANAGING INCIDENTS AND REPORTING A CONCERN: “TELL SHELL” 20

4 KEY ROLES AND RESPONSIBILITIES 21

5 GLOSSARY 22

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1. Introduction

What is this about and Why?

Shell is subject to national and international laws prohibiting bribery and corruption. As
Royal Dutch Shell plc is a UK company and its securities are traded in the US and UK,
Shell employees, companies and Shell-controlled joint ventures must comply with the US
Foreign Corrupt Practices Act
http://www.justice.gov/criminal/fraud/fcpa/
and the UK Bribery Act 2010
http://www.justice.gov.uk/legislation/bills-and-acts/acts/bribery-act-2010
which have international effect, as well as all applicable anti-bribery legislation in the
countries where Shell operates.
Bribery occurs when a payment, gift, favour or advantage is offered, made, sought or
accepted to influence a business outcome. Serious penalties, including prison sentences,
may be imposed upon those guilty of bribery. Bribery and corruption may involve
Government Officials (GO), companies or private individuals, and may occur directly or
indirectly through third parties (including joint ventures or their participants). Shell prohibits
the payment of all bribes and Facilitation Payments.

Who does this apply to?

This Manual is mandatory for: i) all companies in which Royal Dutch Shell plc has a
Controlling Interest, either directly or indirectly; and ii) Shell companies formally designated
as the joint venture (JV) operator which must apply this Manual to the operation of the
JV. For Non-Shell Operated Ventures, the appropriate Shell representative (see sections
2.8 and 2.9) must seek to influence the adoption of this Manual or materially equivalent
standards and principles.

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Submission 26

Businesses and Functions must ensure that:

Staff understand their responsibilities to comply with applicable anti-bribery laws by
following the requirements of this Manual;

Staff know how to report any suspicion or allegation of any breach of any anti-bribery
laws or breach of this Manual’s requirements (by Shell or any individual acting on behalf
of Shell) via the Shell Global Helpline
http://sww.shell.com/ethicsandcompliance/report_concerns/global_helpline.html

Contract Staff who are working on Shell’s behalf or in Shell’s name are instructed to act
consistently with this Manual;

Staff and Contract Staff understand that turning a blind eye to suspicions of bribery or
corruption can result in liability for Shell and for individuals; and
If there is any reason to believe that any activity is being engaged in with a corrupt
purpose, even if it is technically permitted under this Manual, it must be reported (see
section 3) and a Compliance Officer must be consulted before proceeding.
Failure to act in accordance with applicable laws, the SGBP, the Code of Conduct or
this Manual may result in disciplinary action up to and including dismissal or contract
termination.

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2. Mandatory Requirements

CONTRACTING WITH GOVERNMENT INTERMEDIARIES (GI),

2.1 DISTRIBUTORS, CONTRACTORS OR SUPPLIERS

Before entering into a contract with a GI, Distributor, Contractor or Supplier (Third Party),
their integrity must be assessed through Due Diligence and any related issues or concerns
addressed. All Third Party contracts must include the latest appropriate ABC Clauses, and
engagements with GIs and Distributors require mandatory support of an ABC SME.
The ABC requirements for a Third Party are risk-based and determined by the higher risk
of the base country of the Third Party or the country/countries where the contract is being
performed, the type of Third Party and the annual value of contract. Information on the
country risk level can be accessed at
http://sww.shell.com/ethicsandcompliance/areas/BandC/abc_country_risk_status.html

A GI is any person or organisation that is engaged by Shell and has any direct or
indirect dealings with a Government Official in connection with Shell’s business, such as:
Freight forwarders, customs agents, visa processors, and consultants or business
agents engaged to assist in obtaining Government contracts or permits.
Commercial agents who assist in obtaining Government contracts, concessions,
permits or other Government-issued rights.
Professional agents: attorneys, accountants, lobbyists or other persons engaged
on a professional basis to represent Shell in Government business or to lobby for
a change in law.
For a full definition see section 5 Glossary

Integrity Screening
For all High Risk country Third Party engagements and for GI engagements in Medium
Risk countries, screening must be requested through the Integrity Due Diligence Screening
Service (ISS) to meet its Integrity Due Diligence requirements. If ISS is not available,
Integrity Screening must be carried out by the Business or Function using tools at
http://sww.shell.com/ethicsandcompliance/areas/BandC/screening_tools.html
For all other Third Party engagements in Medium Risk and Low Risk countries, the
applicable steps indicated in the table on page 8 must be carried out.
If Red Flags or other integrity issues are identified, a Compliance Officer must be
consulted before the contract is awarded.
Integrity Screening must be repeated on renewal of the contract or every three years
(for contracts of longer duration).

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Integrity Screening does not replace the need for conducting broader, more comprehensive
Due Diligence assessments where required or deemed appropriate depending on the nature
of the anticipated relationship (e.g. HSSE, Financial, Legal, Operational, and Commercial
assessments).
The Category Management and Contract Process (CMCP) provides more detailed
guidance for contracting and procurement staff involved in Due Diligence on Contractors
and Suppliers.
Contractors are expected to undertake Due Diligence on subcontractors. Where Shell’s
consent to subcontracting is required under the contract, such Due Diligence must be
undertaken prior to seeking Shell’s consent. In exceptional circumstances, Due Diligence
on the proposed subcontractor may be executed by Shell.

Contract Clauses and Engagement Memorandums

All contracts with GIs, Distributors, Contractors and Suppliers must include the latest
appropriate ABC Clauses. Additionally, engagement memorandums and mandatory
support of an ABC SME are required for GIs and Distributors.

Records
All Due Diligence documentation and any follow-up actions must be kept as a Record.

If it becomes known or suspected that an engaged Third Party has made or will make
a corrupt payment in connection with the Shell contract, all payments to that Third
Party must immediately be stopped and the matter referred to the Business Integrity
Department and a relevant Compliance Officer.

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2. Mandatory Requirements

The table below outlines the mandatory ABC requirements for awarding a contract to a
Third Party:

Summary ABC Requirements for entering into a contract with a Third Party

COUNTRY RISK AND ANNUAL VALUE OF CONTRACT

(Procedures determined by the higher risk of the base
country of the third party or the country/countries
where the contract is being performed)
GOVERNMENT CONTRACTORS
DISTRIBUTORS
INTERMEDIARIES AND SUPPLIERS

HIGH – ALL CONTRACTS

MEDIUM – ALL CONTRACTS

LOW >USD100K

LOW <USD100K

HIGH

MEDIUM

LOW

HIGH >USD100K

ALL OTHER CONTRACTS

INTEGRITY SCREENING

a. If the Third Party has registered in the Supplier Qualification

System (SQS), check for any red flags 4 4 4 4
STEP 1

b. Request screening of the Third Party from ISS* 4 4 4 4

c. Carry out screening on the Third Party using alternative tools 4 4

a. Hold an ABC interview with the Third Party. In High Risk
countries interviews should be face to face unless not 4 4 4 4
INFORMATION

practical; in Medium Risk countries they can be virtual

THIRD PARTY
STEP 2

b. .If the Third Party has not registered in SQS (see 1a) complete
a questionnaire 4 4

c. For
 new engagements ask the Third Party to provide at least
three referees; contact them and document the results 4 4

a. Ensure the written contracts with the appointed Third Party

4 4 4 4 4 4 4 4 4
CLAUSES, MEMORANDUM

include the current ABC Clauses

b. Prepare an engagement memorandum and get the mandatory

& RECORDS

support of an ABC SME 4 4 4 4 4 4

STEP 3

c. Get approval of memorandum from a manager with

appropriate level of authority (defined in the Manual of 4 4 4
Authorities as EC-2)

d. Declare the Records (step 1 to 3) in TRIM OR Group

approved application 4 4 4 4 4 4 4 4 4
*In Medium Risk Countries, if ISS is not available, Step 1c must be followed.

Templates for questionnaires, memorandums and reference checks can be found at

http://sww.shell.com/ethicsandcompliance/areas/BandC/thirdparty/abc_toolkit_
integrity_screening.html

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2.2 OFFERING OR RECEIVING GIFTS AND HOSPITALITY (G&H)

Only G&H that are reasonable, proportionate, do not influence business decisions and
are not otherwise prohibited may be offered or accepted. All G&H meeting Code of
Conduct Register (Register) thresholds must follow required approval processes and be
recorded in the Register.
As a general principle, Shell discourages staff from accepting G&H from a business partner.
Notwithstanding this, Shell recognises that the occasional acceptance or offer of modest
G&H may be a legitimate contribution to good business relationships. However, all G&H
must comply with the requirements of this section and G&H to a Government Official (GO)
is subject to additional scrutiny as described below.

Prohibited G&H
No G&H may be offered or accepted that are:
Illegal under local law or under laws with international effect (e.g., US FCPA, UK Bribery Act)
Inappropriate
Cash or cash equivalents
Loans
Personal services
Events/meals where the business partner is absent
G&H that is or can be linked to important business decisions during sensitive decision
periods
Per diem payments offered as an alternative to gifts, meals, lodging, entertainment or
travel-related expenses (unless required by contract or local government regulation and/
or supported by an ABC SME)
In addition to the above prohibitions, when offering G&H to a GO, the following must
never be offered or paid for:
additional days of travel to tourist destinations or private visits; or
family members/guests (unless supported by an ABC SME who agrees such is acceptable).

Code of Conduct Register Thresholds

All Staff must record in the Register and get line manager approval in advance of accepting
or offering G&H:
from any third party valued at USD150 or greater; or
to a private individual valued at USD150 or greater; or
to a GO valued at USD20 or greater; or
that could be perceived as influencing or creating a COI.
Note: any additional costs for family members of a GO that have been supported by an
ABC SME must be attributed in the Register to the principal recipient as a single sum.

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2. Mandatory Procedures

G&H to a GO
In advance of offering any G&H to a GO where the value is USD500 or greater, the
G&H must be entered into the Register and a Memorandum or Umbrella Memorandum
completed (in the Register) to obtain ABC SME support and EC-2 approval.
The Memorandum or Umbrella Memorandum must include:
a. a description of the proposed expenditure;
b.  a detailed budget;
c. the programme details or agenda;
d. the name of the GO and, if applicable, the name of any GO family member(s) or
guest(s) who are also proposed recipients that have been approved by an ABC SME;
e.  a description of any interaction the GO has had or is expected to have with Shell,
particularly if the GO is expected to be involved in any decision affecting Shell;
f.  any facts or Red Flags that could cause an impartial observer to perceive the
expenditure could obtain an improper business advantage; and
g.  the business reasons for the expenditure.
The Shell Ethics and Compliance Office will monitor all G&H to GOs per calendar year.
Where cumulative amounts to a specific GO appear likely to exceed USD500, the
Businesses and Functions will be informed and, if any additional G&H is to be offered
to that GO, the procedures for an Umbrella Memorandum must be followed.

Formula One (F1)

For invitations to F1 events involving GOs, there are specific requirements on the
Memorandum and on what expenditure is allowable. More information on F1 can
be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/formula1.html

Records
All documentation relating to the approval of the G&H and which is external to the Register
must be declared as a Record in TRIM.

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Summary Chart
The following chart summarises the requirements when offering or accepting G&H:

General Rule: Do not offer/accept G&H if it will influence/appear to influence a business decision, creates a Conflict of
Interest or is on the prohibited list

Shell staff or contract Is the G&H value offered NO You may accept the G&H so long
staff ** receiving G&H to you USD150 or higher? as it meets the general rule above

If it meets general rule, enter it into the

YES
register for Line Manager approval
before* accepting it

Shell staff or contract Is the G&H offered to a NO Is the value USD150 NO You may offer the G&H so long
staff ** offering G&H Government Official? or higher? as it meets the general rule above

If it meets general rule, enter it into the

YES YES
register for Line Manager approval
before* offering it

If it meets general rule, enter it into the

NO Is the value of the G&H
Is the value below USD20?
USD500 or greater?
register for Line Manager approval
NO
before* offering it (if it includes family
member/guest cost, you must contact
an ABC SME before offering it)

Before offering it:

YES 1. Enter it in the register
2. Complete a memorandum
3. Get ABC SME approval and
4. Get EC-2 approval
* Where advanced registration/approval
is impractical, post registration/approval is required
** Contract staff who are providing services under
Shell’s day to day supervision, who have no direct YES You my offer the G&H so long as it
contractual relationship with Shell but are employed meets the general rules above
and paid by an external party

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2. Mandatory Requirements

2.3 FUNDING SOCIAL INVESTMENTS, DONATIONS AND SPONSORSHIPS

Funding of Social Investments, Donations and Sponsorships must never improperly

influence a business outcome and must always be contributed to a legitimate
organisation and not to any individual. Funding of a value greater than USD500
where a Government Official (GO) is involved (and that is not exempted below) must
follow required approval and Record retention processes.
Social Investments, Donations and Sponsorships carry certain bribery and corruption risks,
particularly in relation to the interaction with external parties. These risks must be identified
through Due Diligence and mitigated when considering requests from third parties to ensure
funding never improperly influences a business outcome. Any approved Social Investments,
Donations or Sponsorships must be contributed to an organisation and not to any individual.
Before offering or committing any funds the following must be done:
ensure that the proposed recipient is a legitimate organisation;
identify whether a GO is involved (e.g., a GO has requested the Donation or
Sponsorship; a GO is affiliated with the recipient of the Donation or Sponsorship);
ensure that any Red Flags raised in Due Diligence are resolved; and
if the funds are for a Social Investment, work with a Social Investment manager
https://eu001-sp.shell.com/sites/AAAAA8432/S24/web/Team.aspx
to ensure relevant Social Investment requirements in the Social Performance Handbook
are followed.
https://eu001-sp.shell.com/sites/aaaaa8432/S24/web/HandbookHome.aspx
If no GO is involved, the Due Diligence confirming this must be declared as a Record in TRIM.

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If a GO is involved and the value is greater than USD500, the following must be done:
1. Any Red Flags raised are resolved prior to committing funds;
2. A memorandum is completed to obtain ABC SME support which includes:
a. a description of the proposed expenditure;
b. an itemised budget;
c. the name of the organisation for which the expenditure is intended;
d. the name of the GO and, if applicable, the name of any GO family member(s);
e. a description of any interaction the GO has had or is expected to have with Shell,
particularly if the GO is expected to be involved in any decision affecting Shell;
f. a
 ny facts that could cause an impartial observer to perceive the expenditure could
obtain an improper business advantage; and
g. the business reasons for the expenditure.
3. Approval to release funds is given by a manager with the appropriate level of authority
as defined in the Manual of Authorities;
4. 
ABC Clauses are included where a contract is in place or ABC Principles are signed
where a contract is not in place and
5. All documentation relating to the funding approval is declared as a Record in TRIM.
In Low Risk countries there are certain categories of GO that are exempt from the ABC
GO-related requirements detailed above. A list of exemptions can be accessed at
http://sww.shell.com/ethicsandcompliance/areas/BandC/charitablecontributions.html

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2. Mandatory Procedures

2.4 CONFLICTS OF INTEREST (COI)

COIs must be avoided and, where an actual, perceived or potential COI occurs, it must
be recorded in the Code of Conduct Register (Register) for line management action.
COIs happen in situations where two or more competing interests conflict and impair an
individual’s ability to make objective decisions. Generally, a COI arises when private
interests in any way interfere with Shell’s interests. COIs do not necessarily have to result
in unethical or illegal acts. COIs can arise when Staff take actions or have interests that
may make it difficult to perform their Shell role objectively. It is important for Staff to avoid
COIs, including potential COIs that could create the perception that they may be improperly
influenced in their decision-making.
It is not possible to list all situations or relationships which may create a COI or the appearance
of one, so each situation must be evaluated. Examples of COIs are available at
http://sww.shell.com/ethicsandcompliance/areas/BandC/conflictsofinterest2.html
COIs can be damaging to Staff or to Shell. In some situations, a COI that has been fully
disclosed to Shell may be acceptable, assuming appropriate mitigations have been agreed
and implemented.
Businesses and Functions must ensure that:
1) 
Staff are aware of the need to declare any actual, perceived or potential COI in the
Register;
2) Line managers agree and record any actions required to mitigate the COI in the
Register; and
3) Any actual, perceived or potential COI that cannot be resolved in that manner is
escalated to a Compliance Officer for advice on mitigating the COI.
Also see section 2.7 for COIs regarding recruitment.

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2.5 POLITICAL PAYMENTS AND TRADE ASSOCIATIONS

As stated in the SGBP, Political Payments or “in-kind contributions” must never be made
by Shell companies or by Trade Associations with Shell funds. Shell companies must not
take part in party politics.
Trade Associations must be asked to confirm that Shell funds or resources are not used for
payments to political parties, political organisations or their representatives either directly or
indirectly. If this requirement is not met, the Political Payments Subject Matter Expert must be
contacted before proceeding with the membership. Trade Association memberships must be
registered in the Code of Conduct Register.
Non-Governmental Organisation (NGO) and Stakeholder Relations will review a list of
membership registrations annually in line with renewals to identify any companies that are
known to make payments towards lobbying activities. In the event that an Association has
been identified as making payments towards lobbying activities, it is the role of the VP
NGO and Stakeholder Relations to decide the appropriate action to be taken.
Political payments that are classed as “In-kind contributions” such as the use of company
facilities, resources, funds or premises for the purpose of political activities such as
rallies, campaigns, elections or political speeches are not permitted. If such requests from
governments, political parties, organisations or their representatives are made, the Political
Payments SME must be consulted.
Further guidance for Staff who manage Shell’s corporate memberships of Trade Associations
can be accessed at:
http://sww.shell.com/ethicsandcompliance/areas/BandC/politicalpayments.html

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2. Mandatory Procedures

2.6 FACILITATION PAYMENTS

Facilitation Payments must not be made.

Where a Facilitation Payment has been requested:
1) The relevant line manager and Compliance Officer must be immediately informed of the
request and actions taken; or
2) The incident must be immediately reported to the Shell Global Helpline
http://sww.shell.com/ethicsandcompliance/report_concerns/global_helpline.html
– see section 3 on reporting a concern.
Where a Facilitation Payment has been made it must be accurately recorded in expense
accounts and must be reported as noted above.
The following are not Facilitation Payments but must be reported as noted above and
recorded in accounts:
Fees that are required by written law; and
A payment made in the good faith belief that life, health or safety may be in imminent
danger.

A “Facilitation Payment” is a minor payment to induce a (usually low-ranking)

Government Official to expedite or secure performance of a routine duty which that
person is already obliged to perform and where such payment would exceed what is
properly due.
A Facilitation Payment is not permitted by Shell and is illegal under the UK Bribery Act.
The urgent processing of a regular government-provided service, against rates published
by the government, for which payment is made into a government administered account
and for which an official receipt is given, is not a Facilitation Payment.

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2.7 RECRUITMENT

At an early stage in the process of recruiting any individual either as an Employee or

as a Secondee into Shell, it must be determined whether that individual candidate is
a Government Official (GO), former GO, or related to a GO and, if so, any related
issues or concerns must be addressed.
The recruitment of a GO, former GO, or relative of a GO could be viewed as a favour or
advantage potentially constituting bribery and/or may create a Conflict of Interest (COI).
Such a COI may impair an individual’s decision-making or jeopardise the reputation of the
individual and that of Shell. In order to ensure that COIs can be mitigated, they must be
identified at an early stage of the recruitment process.
Where a COI has been identified as part of the recruitment process, the person recruiting the
individual must inform the compliance focal point in Recruitment Global Operations, who
will then discuss with an ABC SME, or the HR Global Operations Manager, how to proceed
and what mitigating actions need to be considered. If any successful applicant has a COI,
they must make a declaration in the Code of Conduct Register once they start in the role.
Guidance for staff in Central Recruitment can be accessed at:
https://eu001-sp.shell.com/sites/AAAAA3041/S02/SitePages/SISHome.aspx

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2. Mandatory Procedures

2.8 NEW BUSINESS DEVELOPMENT, INCLUDING SET-UP OF JOINT VENTURES

Any acquisition or divestment of an interest (including minority or non-controlled

interests) or set up of a new JV must include a written risk assessment on the
counterparty for their compliance with anti-bribery laws.
As part of the acquisition or divestment that is supported by M&A and Commercial Finance,
Integrity Screening (ISS) must be carried out on the relevant counterparties. The level of Due
Diligence depends on the counterparty risk and country risk of a transaction, and should be
started early in negotiations and completed before a Shell company enters into a binding
commercial contract (e.g., SPA, PSC, JV-Agreement). The M&A and Commercial Finance
lead must ensure that ISS is carried out. More information for M&A and Commercial
Finance can be found at
https://eu001-sp.shell.com/sites/AAAAA0547/Documents/IDD%20Session%20FTM%20
London.pptx (Restricted access for M&A and Commercial Finance staff only).
For all new JVs, the Business Opportunity Manager must work with the M&A and
Commercial Finance lead and follow the Due Diligence requirements for Mergers
and Acquisitions above.
In the case of new NOVs, the Business Opportunity Manager must also ensure the adoption
of this Manual or its material equivalent and that the JV clauses
http://sww.shell.com/ethicsandcompliance/areas/BandC/ABC Clauses.html
or material equivalents are included in the JV documentation. If this cannot be achieved, the
Business Opportunity Manager must notify the relevant Compliance Officer before the deal
is approved to seek advice on required actions.

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2.9 JOINT VENTURES (JVS)

Shell Operated Ventures (SOVs)

Shell companies formally designated as JV operator must apply this Manual to the operation
of the JV.

Non-Shell Operated Ventures (NOVs)

Shell may also be accountable under anti-bribery laws for the actions of NOVs. The Shell
appointed director or, in the case of an unincorporated JV, management committee1 member
(or the Shareholder Representative if a director has not been appointed) must seek the
adoption of this Manual (or materially equivalent standards and principles) for all JVs in
this category and must take the following minimum steps to seek the adoption of an ABC
programme:
1. Formally request to the JV board (or equivalent) that:
a. this Manual or a materially equivalent programme
http://sww.shell.com/ethicsandcompliance/areas/BandC/jointventures.html
be adopted;
b. such requests and any responses are minuted and recorded; and
c. a performance report on the JV’s ABC programme is submitted to the JV board
or management committee annually.
2. Formally record Shell’s objection to and request for remediation of any proposed or
past payment of a bribe;
3. Formally record Shell’s objection to any proposal to pay Per Diems or pay for gifts,
hospitality or travel for any immediate family member of any Government Official
and ensure that it is also recorded by the JV or its operator.
4. Notify a Compliance Officer, via the annual declaration process, whether or not they
consider that bribes have been paid by or to any employee of the JV; and
5. Declare all Records in TRIM.
The representative, or any other Shell employee working for a JV must immediately
notify Shell Legal or a Compliance Officer if he or she becomes aware of:
a bribe or a request for a bribe being made by or to any employee of the JV; or
a bribery-related allegation or investigation involving the JV.
Shell Legal must be consulted immediately in cases where JV board members believe/
consider that such notification may render them in breach of their fiduciary duties towards a
JV company.

1
Sometimes known as operating committee

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3. Managing incidents and reporting a concern:
“Tell Shell”

Shell has a duty to investigate all good faith allegations that a violation of the Shell Code of
Conduct or the law has occurred. The Code of Conduct Incident Management Procedure
http://sww.shell.com/ethicsandcompliance/report_concerns/CoCIMP.html
ensures that all Code of Conduct incidents are recorded appropriately and handled in
accordance with the RDS Investigation Principles
http://sww.shell.com/ethicsandcompliance/report_concerns/InvPrince.html
All allegations will be addressed confidentially, impartially and in a timely manner by the
Business Integrity Department (BID) and/or HR. Shell companies are required to protect from
retaliation anyone who makes a Code of Conduct allegation in good faith.
BID is a specialist unit within Shell Internal Audit and is responsible for Code of Conduct
incident reporting including the Shell Global Helpline (which is operated by a third party
supplier). BID investigates allegations of violations of anti-bribery laws in conjunction with
the Group Anti-bribery and Corruption SME.
“Tell Shell” - any suspicion or allegation of any bribery and corruption violation or breach
of this Manual’s requirements (by Shell or any individual acting for Shell) must be reported to
the Shell Global Helpline
http://sww.shell.com/ethicsandcompliance/report_concerns/global_helpline.html
which can be contacted anonymously. Alternatively, Staff may contact their line manager or
supervisor; a Compliance Officer, Shell Legal or HR.

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Submission 26
4. Key roles and responsibilities

The Anti-bribery & Corruption Committee:


reviews the existing and emerging risks of bribery and corruption;

assesses the effectiveness of current policies, governance, training and controls in risk
mitigation;

reviews the status of implementation of the programme, issues faced by the Group and
resolves/escalates or recommends appropriate action;

recommends improvements to the Group programme to the Legal Director;

reviews the Group bribery and corruption audit programme, including the results of
audits, reviews and investigations;

reviews the annual compliance plans for anti-bribery and corruption-related topics and
recommends improvements; and

recommends any exceptions or step-outs to this Manual to the Chief Ethics and
Compliance Officer (CECO).
Businesses and Functions are accountable for:

determining the key legal and ethical compliance risks in their respective Business or
Function;
ensuring actions are taken to manage the identified risks in a sustainable manner;

implementation in terms of controls and communicating the requirements of the ABC
programme;
identifying those roles determined to be “at risk” and nominating Staff for ABC training;

ensuring all nominated Staff complete the ABC training or refresher training within the
identified timeframe;
ensuring compliance by their Staff with the requirements of this Manual;

assessing the risks of legal and ethical non-compliance and ensuring these are considered
relevant to plans, decisions and operations; and
monitoring, communicating and reporting changes in the risk environment.
For further roles and responsibilities including those of the Legal Director, the Chief Ethics
and Compliance Officer, the Business and Function Compliance Officers, Heads of Legal
and Country Chairs, refer to
http://sww.shell.com/ethicsandcompliance/areas/BandC/roles.html

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Submission 26
5. Glossary

ABC Clauses Specific clauses to be inserted into a contract that address ABC
risk. The clauses can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
ABC Clauses.html

ABC Principles An undertaking to be agreed by a recipient of Social Investment

funds where there is no contract in place. If a contract is in
place with the recipient, ABC clauses must then be used. The
Principles can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
ABC Clauses.html

Anti-bribery and The ABC SMEs within the Shell Ethics & Compliance Office
Corruption Subject who:
Matter Experts are responsible for defining the bribery and corruption risks
(ABC SMEs) plus legal and ethical requirements to mitigate these risks;
advise on the interpretation of the application of this Manual;
analyse memoranda required by this Manual and, when
appropriate, support such memoranda;
advise the Businesses and Functions on legal issues relating
to anti-bribery and corruption; and
provide appropriate briefings to the legal community at
country level.
Additionally, ABC SMEs provide content material for Group
ABC training for both awareness and knowledge levels and
ensure that changes in relevant legislation are assessed and
relevant materials and training are updated.
ABC SME contact details can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
abccontacts.html

Business Integrity A specialist unit within Shell Internal Audit that manages the Shell
Department (BID) Global Helpline, captures and manages allegations received
via other internal channels and independently investigates
allegations of Group reportable Code of Conduct breaches.

Category Management Process by which all contracting and procurement is managed.

and Contract Process More information on CMCP can be found at
(CMCP) https://a100.sharing.shell.com/sites/
ac34798b2aba456cb76969daa25a348a/default.aspx

Code of Conduct Rules and guidelines by which every Shell employee should
operate. The Code can be found at
http://sww.shell.com/ethicsandcompliance/areas/index.html

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Submission 26

Code of Conduct Register Mandatory Group tool for recording COI, G&H and attendance
at Trade Association events. The Register can be accessed at
https://sww-groupcoi.shell.com/

Compliance Officer Staff specifically appointed by the Shell Ethics & Compliance
Office to provide compliance advice and independently
monitor and report the state of compliance in the Group.
Contact details can be found at
http://sww.shell.com/ethicsandcompliance/contacts/index.html

Conflict of Interest (COI)
A situation where two or more competing interests conflict
and impair an individual’s ability to make objective decisions.
Examples of COIs can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
conflictsofinterest2.html

Contract Staff Staff providing services under Shell’s day to day supervision
who have no direct contractual relationship with Shell but are
employed and paid by an external company.

Contractor(s) and/or A general term for an individual or firm that has entered into
Supplier(s) a legal contract to provide goods and/or services to a Shell
company.

Controlling Interest The power to govern the financial and operating policies of
an entity so as to obtain benefits from its activities*. Control is
presumed to exist when an entity acquires, directly or indirectly
through subsidiaries, more than half of the voting power
of an entity unless, in exceptional circumstances, it can be
demonstrated that such ownership does not constitute control.

*Source: Group Financial Reporting Manual (GFRM), AP06. Refer to the same document for detailed guidance.
For a definition of “control” for antitrust purposes, seek Shell Legal Antitrust Team advice – contacts can be found at
http://sww.shell.com/ethicsandcompliance/areas/trade/antitrust/contacts.html

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Distributors A customer of Shell who buys Shell product for resale on its
own account (i.e. acting independently and at its own
financial risk) and in relation to which both of the following
criteria are met:
1. Where Shell appoints such customer as distributor, reseller
or similar on terms that it is purchasing for resale; and
2. The Shell customer is allowed to sell product to its customers
using a Shell–owned brand or trademark, including but not
limited to (i) use on packaging; and (ii) where delivery of
the product by the customer to its own customer is Shell
branded (eg. tankers containing product are Shell branded
or co-branded).
A customer is NOT a “Distributor” if all of its sales fall under
one of the following exemptions:
Customers who resell the products at retail sites (eg,
supermarkets) or using other sales channels where the end
customer is purchasing on a “walk in” or “ex rack” or other
basis where their identity is not known or, where known (eg,
under customer loyalty programmes), is not relevant to the
selling process;
Resellers to individual end consumers only (e.g. Commercial
Fuels resellers of domestic heating oil);
Customers who resell Shell fuel at a forecourt (“Retailers”),
including Retailers who also resell bulk fuel or other Shell
products to business customers, provided that such B2B
sales are ancillary and incidental to the main retail fuels
business;
Customers who are “Original Equipment Manufacturers”
(e.g., car manufacturers) and purchase product for supply
by them as part of their after-market parts and/or services
business;
Other intermediaries, agents or “middlemen” who provide a
sales support function but do not buy and resell the product
via their own account with Shell (note: they may still be a
GI, see page 6);
An exception, either for a category of customer or on an
individual basis, has been agreed with the ABC SME.

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Donations Charitable contributions, i.e. grants, standalone donations

to charities or donations in funds, goods or services, in
connection with a collaboration framework agreement with
a not-for-profit organisation.

Due Diligence An examination into the financial and commercial activities

of a third party (whether a business or an individual) in
connection with a proposed activity or engagement which
includes the gathering, analysis and interpretation of financial,
commercial, legal and marketing information in order to
identify and assess non-technical risks (including integrity risks).
See also “Integrity Due Diligence” below.

EC-2 Manager A manager who is two organisational levels lower than an

Executive Committee member and has line authority over the
proposer of the activity.

Employee A person who has an employment relationship with a Shell

legal entity.

Facilitation Payment A “facilitation payment” is a minor payment to induce a

(usually low-ranking) Government Official to expedite or secure
performance of a routine duty which that person is already
obliged to perform and where such payment would exceed
what is properly due.
A facilitation payment is not permitted by Shell and is illegal
under the UK Bribery Act. The urgent processing of a regular
government-provided service, against rates published by the
government, for which payment is made into a government
administered account and for which an official receipt is given,
is not a facilitation payment.

Gifts and Hospitality Includes (but is not limited to) gifts, travel, accommodation,
(G&H) trips, services, entertainment, prizes from external competitions
or lotteries and any other gratuitous item, event, benefit or thing
of value received from or offered to any person in connection
with Shell business.

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5. Glossary

Government Intermediary A GI is any person, company, firm or joint venture that is

(GI) engaged by Shell and has any direct or indirect dealings with
a Government Official in connection with Shell’s business,
including an intermediary nominated by a Government but
paid by Shell. GIs include (but are not limited to):

Processing agents: freight forwarders, customs agents, couriers,
visa processors or persons providing similar services.

Commercial agents: consultants, business agents, or other
persons, including joint ventures or joint venture partners, who
assist in obtaining Government contracts, concessions, permits
or other Government-issued rights.

Professional agents: attorneys, accountants, lobbyists or other
persons engaged on a professional basis to represent Shell
in Government business (including delivery of documents to
Government bodies) or to lobby for a change in law. (Attorneys
representing Shell companies in private litigation are not
considered GIs for the purposes of this Manual, provided that
neither the Government nor a Government Official is a party to
the litigation).

Government Official ABC laws, particularly the US FCPA and the UK Bribery Act,
(GO) define Government Officials very broadly. Thus, the term includes:
Official or employee of any Government, or any agency,
ministry or department of a Government (at any level).
Any person acting in an official capacity for a Government
regardless of rank or position.
Official or employee of a company wholly or partially
controlled by a Government (for example, a state-owned
oil company), but excluding Employees seconded to such
companies.
A political party or any official of a political party.
Candidate for political office.
Officer or employee of a public international organisation,
such as the United Nations or the World Bank.
Immediate family member (meaning a spouse, dependent
child, parent or household member) of any of the above.

High/Medium/ Relative ranking of a country with regard to public and private

Low Risk country corruption.
The current high High/Medium/Low Risk country list can be
found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
abc_country_risk_status.html

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Integrity Due Diligence
Integrity Due Diligence
Screening Service (ISS)
Integrity Screening
Manual of Authorities
(MOA)
Non-Shell Operated
Venture (NOV)
Per Diem Payment
Political Payment
* Applies to incorporated JVs only.
Foreign bribery
Submission 26
That specific part of Due Diligence conducted to determine the
business integrity aspects of a particular Third Party. See “Due
Diligence” above.
A Group service that screens for the integrity risks of a Third
Party through a number of checks using public and business
intelligence databases, including sanctions lists, adverse media
etc. More information on ISS can be found at
http://sww.shell.com/ethicsandcompliance/IDD/IDDindex.html
ISS (see above) or the alternative screening tools at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
screening_tools.html
Documented principal delegated authorities which support
Royal Dutch Shell plc and other Shell companies in the
maintenance of a risk-based system of internal controls to
ensure that transactions are carried out in accordance with
management’s authorisationThe MOA tool can be found at
http://sww-moa.shell.com/home/
Any JV in which Shell has an interest but that is not a Shell
Operated Venture (SOV) is a Non-Shell Operated Venture.
An NOV is operated by:

its own management (‘self-operated’)*;

another JV participant or one of its affiliates (‘other
participant operated’);

more than one operator for different assets/activities within
the venture (‘multiple operators’); or

a third party contractor (‘third party operated’).
A specific amount of money allocated to an individual to
spend per day, to cover living and travelling expenses in
connection with work (i.e., daily allowance).
Contributions to any political campaign, political party,
political candidate, or any of their affiliated organisations.
Expenditure related to political lobbying.
Expenditure related to memberships of Industry Associations
that undertake political activity and / or political payments.
Any contributions that could be perceived to be any of
the above.
VERSION 3.2 | SHELL ANTI-BRIBERY AND CORRUPTION MANUAL 27
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5. Glossary

Political Payments Subject Group designated SME responsible for defining the risks
Matter Expert (SME) and legal and ethical requirements for Political Payments and
providing advice to the Businesses and Functions on legal
issues relating to Political Payments.
Contact details can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
abccontacts.html

Record A sub-set of information created or received as evidence of

a business activity, or required for legal, tax, regulatory or
accounting purposes, or of importance to the Shell Group’s
business or corporate memory. Records may exist on paper,
as physical items, as images or be stored in an electronically
readable or audible format. Records relating to the
requirements in the Manual can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
recordsmanagement.html

Red flag Term that denotes various indicators and signals, both explicit
and implicit that warrant further investigation. (Note: Red Flags
are different to risk ratings – see below for definition of a risk
rating). An example list of some Red Flags can be found at
http://sww.shell.com/ethicsandcompliance/areas/BandC/
red_flags.html

Register See Code of Conduct Register

Secondee Secondees-out are staff loaned to a JV partner or other non-

Shell organisation. Secondees-in are JV staff or other staff loaned
from other organisations who take up a position in Shell.

Shell Control Framework Describes how the Group is organised and managed. More
information can be found at
http://sww.shell.com/control_framework/

Shell General Business Describe the Group’s core values, its responsibilities and the
Principles (SGBP) principles and behaviours by which it does business. The
SGBP can be found at
http://sww.shell.com/ethicsandcompliance/sgbp/index.html

Shell Operated Venture A JV where a Shell company has been formally designated as
(SOV) the Operator under the terms of the JV documentation.

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Social Investment (SI) The contribution of skills and/or resources to a host society
in order to provide lasting benefit to the host society and/
or the environment and to Shell. SI activities may range from
increasing local capacity building skills to supporting national
education, health or conservation programmes. Social
investment may be voluntary or required by a host Government
under a contract.

Sponsorship A form of advertising to promote the Shell brand in which Shell

offers funding to a company, association or other institution in
return for a range of promotional opportunities.

Staff All Shell Employees, Contract Staff and Secondees in every

wholly-owned Shell company and in every Joint Venture
company under Shell control.

Supplier Principles Clarification of our SGBP requirements to our suppliers.

They can be found at
http://www.shell.com/global/products-services/solutions-for-
businesses/supplier.html#vanity-2a9db7a16a8953a9e75f2d5c
08ebab15

Supplier Qualification A global tool, managed by CP, for Shell companies to

System (SQS) manage and maintain Shell supplier qualification data
including HSSE, technical and financial details and responses
to Corporate Social Responsibility and Ethics & Compliance
questions. SQS can be found at
http://sww.shell.com/cp/stp/supplier_qualification/

Third Party For the purposes of this Manual, Third Parties refer to
Government Intermediaries, Distributors and Contractors
and Suppliers. For further definitions, see “Government
Intermediaries”, “Distributors” and “Contractors and/or
Suppliers”.

Trade Association Any organisation, irrespective of what it is called, which brings

competitors together and where the primary aim of the forum
is for competitors to engage in one or more of the following
commercial or business-related activities:
Sharing of industry best practices related to commercial activities;
Advancing industry or joint commercial terms and conditions;
Market data collection;
Industry benchmarking activities; or
Industry joint advocacy.
Such bodies may also be referred to as an “Industry Roundtable”,
or an “Industry Working Group”.

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5. Glossary

TRIM Mandatory Group tool for managing Records.

Umbrella Memorandum A memorandum to request support to cover multiple

expenditures over a certain time period.
The Umbrella Memorandum for Social Investment can be found at
http://sww-codeofconduct.shell.com/

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© Shell International Limited 2015

Version 3.2 January 2015 | Restricted

Permission to reproduce any part of this publication should be sought from Shell International Limited.
Permission will usually be given, provided that the source is acknowledged.

If there are discrepancies between the translated version and English version, the English version will prevail.