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The
new head of the Royal Dutch/Shell Group and its current chief financial
officer, as well as the chairman ousted last week, were advised of huge
shortfalls in proven oil and natural gas reserves in 2002, two years before
they were publicly disclosed, according to company memorandums and notes
of executive discussions.
But rather than disclose the problems to investors, senior executives
in a July 2002 memorandum came up with - and later carried out - what
the memorandum described as an "external storyline" and "investor
relations script" that tried to "highlight major projects fueling
growth," "stress the strength" of existing resources, and
minimize the significance of reserves as a measure of growth. Problems
with reserves were discussed among senior executives months earlier.
A February 2002 memorandum said that one billion barrels of reserves "are
no longer fully aligned" with Securities and Exchange Commission
rules because the agency issued an interpretation of them. The memorandum
said that an additional 1.3 billion barrels of reserves were at risk because
it was no longer certain that they could be extracted during the remaining
term of licenses between the company and three foreign countries.
Oil and natural gas reserves represent a central asset of an energy company
like Shell, the world's third-largest publicly traded oil company, and
are closely followed by analysts and investors as an indicator of future
profitability. The estimation of proven reserves is as much an art as
a science, although there are extensive industry and government rules
that try to measure them with some level of precision.
The Shell memorandums were prepared by Walter van de Vijver, the head
of exploration and production until his dismissal last week, for the company's
committee of managing directors, a small group of senior executives that
in 2002 was headed by Sir Philip Watts and included his recently named
successor, Jeroen van der Veer.
The July memorandum also noted that it was sent to Judy Boynton, now on
the committee and the chief financial officer. Mr. van der Veer said the
company was conducting an inquiry and would not comment on whether any
illegal acts were committed. On Monday, The Wall Street Journal described
an early 2002 memorandum warning of possible overstatements in reserves.
The company documents, which The New York Times and lawyers investigating
the company have copies of, suggest that current and former senior executives
had known about significant problems with reserves since at least 2002
and they raise questions about whether the company moved swiftly to correct
the problem. The company's accounting of reserves is now under investigation
by the S.E.C.
The July 2002 memorandum described licensing and other reserve problems
in detail. "Shell faces a challenge" in maintaining its proven
reserves "over the coming years - particularly during 2002 and 2003"
and simultaneously achieving production growth and keeping expenses down,
the July 18 memorandum begins. It said technical and commercial constraints
"equates to a shortfall of 2-3 billion" barrels of proven reserves,
which are oil and gas resources that are reasonably certain to be produced.
The documents show that beginning late last summer, the company grew increasingly
concerned about the reserves issue after audit reports of some reserves,
a tougher accounting interpretation by the S.E.C. and passage in 2002
of the Sarbanes-Oxley Act.
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