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Transcript of Wiretapped Ben van Beurden Simon Henry phone call

Transcript: Tap 5 – 716
TITLE: TAP 5 – 716
PERSONS NAME: Ben van Beurden (Shell CEO) & Simon Henry (Shell CFO)
DATE: 17 February 2016
TIME: 19:53:12
DURATION: 00:13:53

TIMECODE Name Dialogue
0:00 BVB Hey Simon
00.24 SH Hi Ben
00.25 SH Sorry, your missed call. I was, er, having something to eat.
00.30 BVB Yeah, I know you’re on leave, so am I. You obviously know what happened at the office today, so I just wanted to check in with you…
00.37 SH I’m actually in the office tomorrow morning.
00.40 BVB Oh will you be…
00.42 SH I’m leaving at lunchtime. I’ve been in Brussels today.
00.45 BVB Oh, I thought you were in Switzerland this week?
00.50 SH I fly down tomorrow afternoon, evening.
00.55- BVB Oh OK, so I… as I said I… just hold on, I just want to get away from the nanny. And so I just wanted to check in and see whether you’re alright. I trust you have been informed about what happened at the office and the fact that they have gone through both our rooms to get whatever information they needed to get.
1:20 SH Yeah. I spoke to Ronan [Cassidy, Shell Chief Human Resources & Corporate Officer] and Souli [Bouchla, Shell Executive Assistant] and I heard that. I hadn’t heard much else actually. That’s about it, all that I’ve heard…
1:302:00

2:30

3:00

BVB Yeah well I don’t know exactly of course the details of the events but I spoke with Michiel [Brandjes, Shell Company Secretary] and Ronan [Cassidy] three times during the day, and with Donny [Ling, Shell Legal Director] who is in Barcelona. So it looks as if they have some form of coordination between the Italian prosecutor, possibly … with a link into the DoJ, but we’re not sure yet. But, er, clearly something they have been preparing for and need to do now apparently also because of a statute of limitations that expires next month in Italy. But it… they were apparently … quite, er, firstly well prepared but also quite forceful and brusque this morning when they got hold of Annette [van Lisse, secretary to Ben van Beurden], they rattled a few people in the office probably. But during the day it sort of all turned into a fairly sort of professionally run organisation, certainly from our side, but also from the side of the prosecutor. Annette was… I spoke with Annette at the end of the day, apparently they had been in my office for 3 or 4 hours going through everything. I have nothing on OPL245 … but anyway they managed to take one folder which they thought was of relevance … no idea what that would be. Apparently they had been in your office … they were still in your office when I spoke with Annette at the end of the afternoon so they were going through things…
3:20 SH OK, I do know [unclear] apparently, a lot of papers. There’s nothing on OPL245 that I’m aware of. They’d be better off looking through electronic records.
3:33 BVB Yeah. And I think they were going to go to Chad’s office [Holliday, Shell chairman], which of course used to be Malcolm’s [Brinded, Shell Executive Director, Upstream International] office. And according to Souli [Bouchla] there is [unclear] there is a whole stack of Malcolm’s stuff in there…
3:48 SH Really? Mmm…
3:50 BVB …so I have no idea what it is, what that could be, yeah.
3:54 SH [Chuckles] Probably more interesting.
3:57 BVB [Chuckles] Yes. Er, you are aware of the sort of, not status, er, Donny [Ling] and the legal team have been up to in terms of the OPL245 forensic investigation that we doing ourselves?
4:16 SH I spoke to Donny [Ling] a couple of weeks ago… But I’m… Not in a forensic sense, to say where are you, what have you found, is there anything to be concerned about…? I didn’t have that kind of conversation with him. You may have had more, particularly if you spoke to him today.
4:375:00

5:30

BVB Yeah, well, they have gone through all the old email exchanges etc. I think the… I’ve been briefed a few times, verbally. They’ve given me a briefing the day before the audit committee because they were going to give a verbal update to the audit committee… So I take it you have [SH: Yes] heard the verbal update so you are probably also up to date with everything. But, er, to the extent that they may not have shared sort of the very latest… I don’t think they have found anything that was clearly incriminating or that sort of suggested thst we were colluding or doing anything inappropriate. But there was apparently some loose chatter between people from the team, particularly the people that we hired from MI6 who, er, must have said things like, “Well, yeah, you know, I wonder who gets a pay-off here and whatever”, so it’s unhelpful email exchanges. It’s, it’s … I haven’t seen them but apparently they were judged to be, you know, just pub talk in emails which was stupid. But nevertheless it’s there, so it, er…
5:57 SH And that was from the time of … the ENI payment, or from a subsequent investigation by us using people with that background?
6:076:30

7:00

7:30

8:00

BVB No, no, no. This is from the time of the ENI payment where, you know, it all was sort of figured out how to do this, and whatever. Apparently there was some really unhelpful emails in there, which then subsequently needed to be followed up with interviews to say, well, what do these emails mean? Well, we’re never going to get a good answer out of that, of course, but they had a list of people that they were going to interview. They have done a few like Anne Pickard [Shell Executive Vice President: Arctic; formerly Vice-President: sub-Saharan Africa] and a few others who still work for us. But they were also going to interview Peter Robinson [formerly Shell Vice-President: Africa]. I’m not sure whether they in the end managed to speak to him, because of course he can decline to be interviewed, he doesn’t work for us anymore. And they were going to interview Malcolm [Brinded] and they were going to interview Peter Voser [formerly Shell Chief Executive]. So, I’m not sure whether they were going to interview you but if you haven’t been approached then they’re probably not going to. It, er. So it’s, yeah, the whole… I got a briefing at some point from them… [unclear]… the law firm, who said, yeah, we don’t think we, we have, there is anything troublesome here but, yeah, at some point in time when it’s all done we have to make up our mind whether we just say “Well, that’s it, we’ve investigated everything that could be investigated and we conclude there is nothing wrong and we will put it to rest”. Or whether we just say, “Well, you know, there’s a few funny things here and maybe we should just disclose it to the DoJ.” Because it all happened at a time we were of course under deferred prosecution agreement, so, we should have maybe at the time been a more open with the DoJ than we now find we have been. Anyway we were not at that point of clarity or conclusion, so, in that sense… this dawn raid is, I won’t say premature, but it’s, we were not, we hadn’t concluded our own work.
8:27 SH I saw DoJ referenced. You mention that… I don’t think there for a moment that with the Dutch side with the possible Italian connection, that do we know definitely it’s definitely DoJ, then, in the US?
8:42 BVB Sorry, say that again. You were…?
8:45 SH I only saw from the, when I spoke to Ronan [Cassidy], plus early messages from Mikhail [Brandjes], that it was the Dutch director of public prosecution and essentially found the Italian link, but did it pick up anything formally, like the DoJ and the Americans?
9:039:30

10:00

10:30

11:00

BVB No, no. It didn’t. When I spoke with Michiel [Brandjes] this morning, and Donny [Ling], it… at some point in time they said that the DoJ was involved and that it was coordinated with the DoJ etc. And then when I spoke with them this afternoon that story had been clarified and they said no there was no DoJ involvement. And the crisis team met at 1 o’clock and, er, sort of went over who do we need to inform. So do we need to inform the DoJ, do we need to inform the Serious Fraud Office, do we need to inform the SEC? And they were going to reflect on that. And so I thought, spoke with Ronan [Cassidy] and said OK let the team properly reflect on that legally and everything and else. For what it’s worth my view on it would be: the DoJ, yes, because we have been asked to collaborate earlier on in an investigation that they were doing in ENI, so it would only be logical we would inform them and most probably they are informed anyway so it doesn’t really matter too much. The Serious Fraud Office, same thing, I would think. Inform them: it’s probably better anyway. [SH: Yes, I agree]. The SEC, I don’t know, to be perfectly honest. So I asked them to contact Joe Babits [Shell Associate Counsel (US Securities)] to get a view on this, whether it was necessary or appropriate or desirable, or whatever. Because the last thing you want of course is some sort of request to issue a stock exchange release when there is nothing to be said other than that we are being asked to provide information. So I said let Joe [Babits] take a view on it. I know that Joe [Babits] has been informed and involved in all this in the lead up to the prospectus issuance, so he will be sensitised to it all, it will not get him cold.
11:13 SH My instinct would be the same. The SFO because, ultimately, they are following [unclear] in to Etete, in the UK, where Etete is, I think they’re trying to extradite him. And, er, in the US the DoJ … The FCPA is a DoJ issue, not the SEC.
11:38 BVB Yeah, exactly. So it’s er, the SEC has no jurisdiction here. It’s more, you know, is there anything that is share-price sensitive. Well, yeah I guess, depending on how you look at it there is – but everything is share-price sensitive if you’re not very careful, huh.
11:56 SH [Laughs] At this particular point in time, that seems to be the case…
12:00 BVB Sorry?
12:02 SH OK… At this point in time, everything seems to be share price sensitive [chuckles].
12:05 BVB [Chuckles] Exactly, exactly. Anyway, so, I just wanted to touch base with you, see whether you, whether you had any reflections [SH: Well, thanks], you were alright, etc. If you are in the office, I’m in France, so, let’s see whether there’s a need to, or, why don’t we just check in tomorrow with each other and see how things are going?
12:25 SH I will go in because if I don’t it will look odd because [unclear] I was due to go in just for a couple of hours, well, four hours, tomorrow morning at least. And [unclear] because she stayed with them until they had finished. She wasn’t clear if they were coming back, I don’t think they were clear if they were coming back [laughs]. And if they are there, then we’ll just deal with it…
12:53 BVB Sorry, say that again?
12:55 SH If they are there, then we’ll just deal with it in a professional manner.
12:59 BVB Yeah, yeah. You probably … know this, so don’t, don’t volunteer any information that is not requested. So it, er… And we just… I think probably they have gone through everything that they need to go through. They may just request your PC and your phone to be imaged. But it, er…
13:24 SH I wonder if [unclear] anyway, of course, do it [tonight/offline?].
13:28 BVB Offline, yeah.
13:29 SH Offline.
13:30 BVB Yeah.
13:31 SH OK.
13:32 BVB OK, very good.
13:34 SH Thanks for the follow up, then. I’ll let you know if anything happens tomorrow [chuckles].
13:38 BVB Yeah, yeah. Well, we’ll talk.
13:40 SH Hopefully nothing tomorrow. I suspect nothing happens for quite a while, but let’s see…
13:46 BVB Yeah. OK, thanks Simon. You have a good evening, then. Bye.
13:50 SH Thanks, mate. Take care. You too. Bye.

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