Shell plc announced yesterday that it has filed amendments to its Form 20-Fs for the years ended December 31, 2023, and December 31, 2024, with the US Securities and Exchange Commission (SEC).
The amendments, referred to as the “2023/24 Form 20-F/As,” are available for download from Shell’s investor relations website and the SEC’s official site.
The filing follows a disclosure by Shell’s independent auditor, Ernst & Young LLP (EY), regarding non-compliance with SEC auditor independence rules.
Specifically, EY informed Shell that its lead audit partner had exceeded the maximum permitted service period under the SEC’s audit partner rotation requirements for both 2023 and 2024.
This procedural lapse triggered the need for Shell to amend its previously filed annual reports.
Despite the compliance issue, Shell emphasised that no changes are required to its previously issued financial statements for the affected years.
EY has assigned a new lead audit partner and issued new US audit opinions, which remain unqualified — meaning the firm continues to approve Shell’s financial statements without reservation.
The company stressed that the matter is a technical compliance issue and does not reflect any concerns about the accuracy or integrity of its financial reporting.
Printed copies of the amended 2023/24 Form 20-F/As are expected to be available from August 15, 2025, and can be requested free of charge via Shell’s investor relations website.
The 2024 Annual Report and Accounts, along with previous reports, can also be viewed online or downloaded in PDF format from the same portal.
EY also noted that similar partner rotation time limitations were exceeded under UK Financial Reporting Council rules.
However, no amended filings are required in the UK, and the issue will be addressed between EY and the UK regulator.
Shell’s swift response and the absence of any changes to its financial statements or audit opinions indicate that the matter has minimal material impact on the company’s financial position or investor confidence.
