BP 2012 Annual Report Download - page 153

Corporate governance
Corporate governance
BP Annual Report and Form 20-F 2012
151
appoint a proxy. Alternatively, holders of BP ADSs are entitled to vote by
supplying their voting instructions to the depositary, who will vote the
ordinary shares represented by their ADSs in accordance with their
instructions.
Proxies may be delivered electronically.
Matters are transacted at shareholders’ meetings by the proposing and
passing of resolutions, of which there are two types: ordinary or special.
An annual general meeting must be held once in every year.
An ordinary resolution requires the affirmative vote of a majority of the
votes of those persons voting at a meeting at which there is a quorum.
A special resolution requires the affirmative vote of not less than
three-fourths of the persons voting at a meeting at which there is a
quorum. Any AGM requires 21 days’ notice. The notice period for a
general meeting is 14 days subject to the company obtaining annual
shareholder approval, failing which, a 21-day notice period will apply.
Liquidation rights; redemption provisions
In the event of a liquidation of BP, after payment of all liabilities and
applicable deductions under UK laws and subject to the payment of
secured creditors, the holders of BP preference shares would be entitled
to the sum of (i) the capital paid up on such shares plus, (ii) accrued and
unpaid dividends and (iii) a premium equal to the higher of (a) 10% of the
capital paid up on the BP preference shares and (b) the excess of the
average market price over par value of such shares on the LSE during the
previous six months. The remaining assets (if any) would be divided pro
rata among the holders of ordinary shares.
Without prejudice to any special rights previously conferred on the holders
of any class of shares, BP may issue any share with such preferred,
deferred or other special rights, or subject to such restrictions as the
shareholders by resolution determine (or, in the absence of any such
resolutions, by determination of the directors), and may issue shares that
are to be or may be redeemed.
Variation of rights
The rights attached to any class of shares may be varied with the consent
in writing of holders of 75% of the shares of that class or on the adoption
of a special resolution passed at a separate meeting of the holders of the
shares of that class. At every such separate meeting, all of the provisions
of the Articles of Association relating to proceedings at a general meeting
apply, except that the quorum with respect to a meeting to change the
rights attached to the preference shares is 10% or more of the shares of
that class, and the quorum to change the rights attached to the ordinary
shares is one-third or more of the shares of that class.
Shareholders’ meetings and notices
Shareholders must provide BP with a postal or electronic address in the
UK to be entitled to receive notice of shareholders’ meetings. Holders of
BP ADSs are entitled to receive notices under the terms of the deposit
agreement relating to BP ADSs. The substance and timing of notices are
described on page 150 under the heading Voting rights.
Under the Act, the AGM of shareholders must be held within the
six-month period once every year. All general meetings shall be held at a
time and place determined by the directors within the UK. If any
shareholders’ meeting is adjourned for lack of quorum, notice of the time
and place of the meeting may be given in any lawful manner, including
electronically. Powers exist for action to be taken either before or at the
meeting by authorized officers to ensure its orderly conduct and safety of
those attending.
Limitations on voting and shareholding
There are no limitations imposed by English law or the company’s
Memorandum or Articles of Association on the right of non-residents or
foreign persons to hold or vote the company’s ordinary shares or BP
ADSs, other than limitations that would generally apply to all of the
shareholders and limitations applicable to certain countries and persons
subject to EU economic sanctions.
Disclosure of interests in shares
The Act permits a public company to give notice to any person whom the
company believes to be or, at any time during the three years prior to the
issue of the notice, to have been interested in its voting shares requiring
them to disclose certain information with respect to those interests.
Failure to supply the information required may lead to disenfranchisement
of the relevant shares and a prohibition on their transfer and receipt of
dividends and other payments in respect of those shares. In this context
the term ‘interest’ is widely defined and will generally include an interest
of any kind whatsoever in voting shares, including any interest of a holder
of BP ADSs.