INDEPENDENT AUDITORS’ REPORT TO EES TRUSTEES INTERNATIONAL LIMITED AS TRUSTEE (PREVIOUSLY LLOYDS TSB OFFSHORE TRUST COMPANY LIMITED) OF THE ROYAL DUTCH SHELL DIVIDEND ACCESS TRUST
We have audited the Financial Statements of the Royal Dutch Shell Dividend Access Trust (“the Trust”) for the year ended December 31, 2011, 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 TRUSTEE AND AUDITORS
The Trustee is responsible for the preparation of the 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 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 Trustee and the Royal Dutch Shell plc Class B shareholders as a body 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 Financial Statements sufficient to give reasonable assurance that the 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 Trust’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Trustee; and the overall presentation of the Financial Statements. In addition, we read all the financial and non-financial information in the Royal Dutch Shell plc Annual Report and Form 20-F 2011 to identify material inconsistencies with the audited Financial Statements. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.
OPINION ON FINANCIAL STATEMENTS
In our opinion the Financial Statements:
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give a true and fair view of the state of the Trust’s affairs as at December 31, 2011, and of its income and cash flows for the year then ended; and
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have been properly prepared in accordance with IFRSs as adopted by the European Union.
SEPARATE OPINION IN RELATION TO IFRSs AS ISSUED BY THE IASB
As explained in Note 2 to the Financial Statements, the Trust 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).
In our opinion the Financial Statements comply with IFRSs as issued by the IASB.
MATTERS ON WHICH WE REPORT BY EXCEPTION
We have nothing to report in respect of the following matters where we would report to you if, in our opinion:
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proper accounting records have not been kept by the Trust; or
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the Financial Statements are not in agreement with the accounting records; or
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we have not received all the information and explanations we require for our audit.
PricewaterhouseCoopers CI LLP
Chartered Accountants
Jersey, Channel Islands
March 14, 2012
Note:
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The report set out above is included for the purposes of Royal Dutch Shell plc’s Annual Report and Accounts for 2011 only and does not form part of Royal Dutch Shell plc’s Annual Report on Form 20-F for 2011.
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The maintenance and integrity of the Royal Dutch Shell plc website (www.shell.com) are the responsibility of the Directors of Royal Dutch Shell plc; 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 Financial Statements since they were initially presented on the website.
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Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To EES Trustees International Limited as trustee (previously Lloyds TSB Offshore Trust Company Limited) 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, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Statement of Cash Flows and the related Notes to the Financial Statements present fairly, in all material respects, the financial position of the Royal Dutch Shell Dividend Access Trust (“the Trust”) at December 31, 2011, and December 31, 2010, and the results of its operations and cash flows for each of the three years in the period ended December 31, 2011, 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, 2011, 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 as set in “Controls and procedures”. 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.
/s/ PricewaterhouseCoopers CI LLP
Jersey, Channel Islands
March 14, 2012
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 2011 only and does not form part of the Royal Dutch Shell plc’s Annual Report and Accounts for 2011.
