BP 2011 Annual Report Download - page 127

BP Annual Report and Form 20-F 2011 125
Corporate governance
Corporate governance
AGM
We continue to have a well-attended annual general meeting, usually
attracting over a thousand people. Our shareholder base is geographically
diverse and we offer a webcast and advance voting to make our meeting
accessible to those who cannot attend in person.
The voting levels for our 2011 AGM saw a moderate increase over
2010 levels to 60.6% (59.6% in 2010). Viewers of our 2011 AGM webcast
increased by fivefold over the previous year. We make our webcast,
speeches and presentations from the AGM available on our website after
the meeting, together with the outcome of voting on each resolution.
International advisory board
In 2009, BP formed an international advisory board (IAB) whose purpose is
to advise the chairman, group chief executive and our board on geopolitical
and strategic issues relating to the company. This group has an advisory
role and meets twice a year – although its members are on hand to provide
advice and counsel to the company when needed.
The IAB is chaired by our previous chairman, Peter Sutherland. Its
membership in 2011 included Kofi Annan, Lord Patten of Barnes, Josh
Bolten, President Romano Prodi, Dr Ernesto Zedillo and Dr Javier Solana.
Our chairman and chief executive attend meetings of the IAB. Issues
discussed during the year included developments in the eurozone, events
in the Middle East and the world energy outlook.
UK Corporate Governance Code compliance
BP complied throughout 2011 with the provisions of the UK Corporate
Governance Code, except in the following aspects:
B.3.2 Letters of appointment do not set out fixed time commitments
since the schedule of board and committee meetings is subject
to change according to the demands of the business and
other events. All directors are expected to demonstrate their
commitment to the work of the board on an ongoing basis. This
is reviewed by the nomination committee in recommending
candidates for annual re-election.
D.2.2 The remuneration of the chairman is not set by the remuneration
committee. Instead the chairman’s remuneration is reviewed by
the remuneration committee which makes a recommendation
to the board as a whole for final approval, within the limits set
by shareholders. We believe this wider process lets all board
members discuss and approve the chairman’s remuneration
(rather than solely the members of the remuneration committee).
Board and committee attendance in 2011
Board
Audit
committee* SEEAC*
Remuneration
committee
Gulf of Mexico
committee
Nomination
committee
Chairman’s
committee
a b a b a b a b a b a b a b
Non-executive directors:
Carl-Henric Svanberg 15 15 5c5 9c9
Sir William Castell 15 15 9c916 14 5599
Paul Anderson 15 14 9 9 16 16 9 9
Frank Bowman 15 15 9 9 9 8
Antony Burgmans 15 15 9 7 7c7 4499
Cynthia Carroll 15 13 97 4398
George David 15 14 11 11 7 7 16 16 9 9
Ian Davis 15 15 11 10 7 7 16c16 5599
Douglas Flint 8 7 5c5 1133
DeAnne Julius 8 8 2c2 1133
Brendan Nelson 15 13 11c11 9 8
Phuthuma Nhleko 15 13 7 6 8 8
Executive directors:
Bob Dudley 15 14
Iain Conn 15 14
Byron Grote 15 15
a Total number of meetings the director was eligible to attend.
b Total number of meetings the director did attend.
c Committee chairman.
* Attendance for audit committee and SEEAC includes a joint meeting between the two committees.
NB: The chairman also attends meetings of the remuneration and Gulf of Mexico committees.