From: Boynton, Judith G SI-FN [Judith.G.Boynton@si.shell.com]
Sent: Monday, December 02, 2002 9:49 AM
To: 'rule-comments@sec.gov'
Subject: S7-40-02


These comments are submitted on behalf of Royal Dutch Petroleum Company and
The "Shell" Transport and Trading Company.

Reference is made to your request for comments on S7-40-02. The following
comments relate to Section 407 and the issue of the qualifications of the
financial expert on the audit committee.  
Foreign listed multinational companies like Royal Dutch Petroleum Company
and The "Shell" Transport and Trading Company need to attract individuals to
their Boards that possess a wide breadth of international experience in the
relevant businesses.  We believe that the multiple qualification criteria
for a financial expert now proposed are very stringent and narrow and could
mean that an audit committee already well served with collective financial
expertise does not contain within its number a single individual qualifying
as an independent financial expert. While the criteria you have elaborated
are consistent with the intent of the legislation, if all the attributes
listed are required, we consider it will be challenging to find suitably
qualified individuals. To take our case, to require:
a) experience in preparing or auditing financial statements  presenting
comparable accounting issues, i.e. those of a large multinational integrated
oil and gas company
b) experience applying US GAAP accounting principles
c) experience applying Dutch and UK GAAP accounting principles and
reconciliation of financial statements to US GAAP
could result in too slim a list of independent candidates of the stature
required for our Boards.   
We agree in particular with the statement that "Some individuals who are
particularly knowledgeable and experienced in accounting and financial
issues may have the requisite attributes and mix of knowledge and experience
to qualify as financial experts, even though they may not have served in one
of the specifically identified positions." 
With respect to the specific questions you have raised. We do not believe
that direct experience in preparing or auditing financial statements is
required and that equivalent expertise can have been gained through
reviewing or analysing financial statements. Neither do we consider that one
individual needs to possess all of the five attributes him or herself. The
five attributes adequately describe the qualities of financial expertise
that should be vested in the audit committee and its advisors in total.
There may not be enough persons available who can single handedly meet all
criteria and attributes, and are at the same time independent and suitable
to serve as directors on boards of listed companies.
The Board should be able to determine there is sufficient financial
expertise in the audit committee collectively through the experience and
expertise of its members.



Judith G. Boynton
Director of Finance and Chief Financial Officer
Royal Dutch/Shell Group of Companies
Shell Centre, London SE1 7NA
Tel: +44 (0)207 934 3003  Fax: +44 (0)207 934 7132
Internet Address: judith.boynton@shell.com