أوراق المؤتمر بين الإدارات حول شؤون الشرق الأوسط [و‎‎٦‎٣] (٢٩٠/١٢٥)

[987j—610 D
felf
7
APPENDIX IT.
Memorandum.
IT is desired to secure that the Shell • Transport and Trading Company (Limited),
and certain other companies included in the Royal Dutch Shell Group shall be brought
permanently under British control. It is not, however, desired to interfere with the
commercial policy or financial or business management of the companies concerned.
It is agreed that these objects can be secured as follows :—
(a.) 1 .—His Majesty’s Government will be advised to use their best endeavours to
secure, either bv rearrangement of the capital in the Turkish Petroleum Company or
otherwise, that the Royal Dutch Shell Group by the medium of the Anglo-Saxon
Petroleum Company (or such other British company owned by the Shell Group, as may
be deemed preferable by His Majesty’s Government), and the Anglo-Persian Oil
Company shall be admitted to equal participation in the exploitation of all oilfields in
Asia Minor, including what is usually called Mesopotamia. The interest of any other
participant shall be held as may be arranged hereafter. Certain shares in Mesopotamia
shall be controlled by His Majesty’s Government, and the management shall be
permanently British.
2 . Percentage of holdings by His Majesty’s Government, the Anglo-Persian Oil
Company, and the Anglo-Saxon Petroleum Company.
The combined votes of these three parties shall be put into a Voting Trust, and the
majority of the votes in this Voting Trust shall instruct how the 70 per cent, block
shall vote.
3. The shareholdings of the Anglo-Persian and the Anglo-Saxon shall be 34 per
cent, each, and His Majesty’s Government 2 per cent., which would leave 30 per cent,
for other interests, which interests, if of less amount, the balance would be divided
equally between the Anglo-Persian and the Anglo-Saxon Companies. The partners in
the company so formed shall be simultaneously informed as to all arrangements. The
Articles of Association shall provide that the directorate will be appointed by the
interests concerned in proportion to their shareholdings.
4. Notwithstanding the necessity for the company so formed to lay a pipe line
from its fields to the Mediterranean, it will not oppose or obstruct, directly or indirectly,
the laying at any date of a similar line connecting the Anglo-Persian fields with that
shore, on the understanding that the above is a trans-continental line to convey oil to
the Mediterranean, and not to be used directly or indirectly for distributing oil in Asia
Minor.
5. The management of the company so formed shall be entrusted by contract to
the Shell Company group for a period of seven years from the date of the company’s
formation, and thereafter for s ;ch a term as the Board may decide.
6 . The Shell Group management of the company so formed shall be under the
orders of the Board, and therefore under the control of the Voting Trust. The Board
shall not permit the managers to conclude any marketing arrangements with the Anglo-
Persian Oil Company, or its subsidiaries or associations, without the Shell Company’s
consent, nor shall the Board permit the managers to conclude any marketing arrange
ments with the Shell Company, or its subsidiaries or associations, without the consent
of the Anglo-Persian Company. In any dispute under this clause, the only interest
which shall be considered shall be that of the company so formed. The company so
formed shall construct and control its own pipe-lines, shall erect and run its own
refineries, and shall arrange its own marketing. The Board of the company so formed,
in deciding through which channel surplus oil for export, whether crude or refined,
shall be dealt with, shall take as their only guidance the financial interests of the
company so formed.
( 6 .) The said Shell Transport and Trading Company, Limited, shall make arrange
ments with His Majesty’s Government that no change in its directorate as at present
constituted shall take place without the consent and approval of the Governor of the
Bank of England and/or some person of similar standing nominated by His Majesty’s
Government.
(c.) Further, the said Shell Transnort and Trading Company and certain other
companies in the group shall remain or become registered in Great Britain; shall be so
constituted that 75 per cent, of the directors of the said company and a majority of