BP 2013 Annual Report Download - page 110

BP Annual Report and Form 20-F 2013106
– Third, if the departing director is eligible for an early retirement
pension, the committee would consider, if relevant under the terms of
the plan in which the director participates, the extent of any actuarial
reduction that should be applied.
• In determining the overall termination arrangements, the committee
would have regard to all relevant circumstances, and would therefore
distinguish between types of leaver and the circumstances under which
the director left the company. This mainly relates to consideration of
how discretion would be exercised in relation to conditional share
awards under the EDIP. It is also relevant where a departing director has
a right to an early retirement pension. UK directors who leave in
circumstances approved by the committee may have a favourable
actuarial reduction applied to their pensions (which has to date been
3%). Departing directors who leave in other circumstances are subject
to a greater reduction.
• The performance of the leaving director would be taken into account in
various respects. In particular, in deciding whether to exercise discretion
to preserve EDIP awards, the committee would have regard to the
director’s performance during the performance cycle of the relevant
awards, as well as a range of other relevant factors, including the
proximity of the award to its maturity date.
• The committee would also have regard to all other relevant factors,
including consideration of whether a contractual provision in the
director’s arrangements complied with best practice at the time the
director’s employment was terminated, as well as at the time the
provision was agreed to.
• A shorter vesting period for any share awards may apply on change of
control.
External appointments
The board supports executive directors taking up appointments outside the
company to broaden their knowledge and experience. Each executive
director is permitted to accept one non-executive appointment, from which
they may retain any fee. External appointments are subject to agreement
by the chairman and reported to the board. Any external appointment must
not conflict with a director’s duties and commitments to BP. Details of
appointments during 2013 are shown below.
Director Appointee company
Additional position held at
appointee company
Total
fees
Bob DudleyaRosneft Director 0
Iain Conn Rolls-Royce plc Senior independent
director and chairman of
the ethics committee
£82,000
Dr Byron Groteb Unilever Audit committee
member
Unilever PLC
£19,375
Unilever NV
e22,990
a Bob Dudley holds this appointment as a result of the company’s shareholding in Rosneft.
b On retirement at 11 April 2013.