BP 2014 Annual Report Download - page 63

Corporate governance
Board and committee attendance in 2014
Board Audit committee SEEAC
Remuneration
committee
Gulf of Mexico
committee
Nomination
committee
Chairman’s
committee
ABA*BA*BABABABAB
Non-executive
directors
Carl-Henric Svanberg 10 10 6c65
c5
Paul Anderson110 10 7c711106655
Alan Boeckmann44225522
Frank Bowman 10 10 7 7 11 11 5 5
Antony Burgmans210 7 7 7 5c56654
Cynthia Carroll310 9 7 7 6 6 5 5
George David410 10 13 12 5 5 11 11 5 5
Ian Davis 10 10 5 5 11c11 6 6 5 5
Ann Dowling 10 10 7 7 5 5 5 5
Brendan Nelson 10 10 13c13 6 6 5 5
Phuthuma Nhleko510 10 13 12 55
Andrew Shilston610 9 13 12 55
Executive directors
Bob Dudley 10 9
Iain Conn 9 9
Brian Gilvary 10 10
A = Total number of meetings the director was eligible to attend.
B = Total number of meetings the director did attend.
C Committee chairman.
* Includes a joint audit committee-SEEAC meeting to review BP’s system of internal control and risk management.
1 Paul Anderson attended all scheduled Gulf of Mexico committee meetings in 2014; however he was unable to attend the meeting on 15 September that was called at short notice due to long-standing
travel arrangements.
2 Antony Burgmans was unable to attend the board teleconference scheduled at short notice on 5 September due to a prior commitment. He was unable to attend the telephone board meeting on 27
October 2014 for health reasons and the board and chairman’s committee meeting on 4 December 2014 due to a conflict with other board meetings on the same day.
3 Cynthia Carroll was unable to attend the telephone board meeting on 27 October 2014 due to a conflicting board meeting.
4 George David was unable to attend the telephone audit committee meeting on 26 February 2014 due to a clash with travel arrangements.
5 Phuthuma Nhleko was unable to attend the telephone audit committee on 24 April due to a clash with the AGM of another company.
6 Andrew Shilston attended all scheduled board and audit committee meetings in 2014; however he was unable to attend the board and audit teleconferences scheduled at short notice on
5 September 2014 due to a prior overseas commitment.
Key roles and responsibilities
The chairman
Carl-Henric Svanberg
 Provides leadership of the board.
 Acts as main point of contact between the board and management.
 Speaks on board matters to shareholders and other parties.
 Ensures that systems are in place to provide directors with accurate,
timely and clear information to enable the board to operate effectively.
 Is responsible for the integrity and effectiveness of the BP board’s
system of governance.
The group chief executive
Bob Dudley
 Is responsible for day-to-day management of the group.
 Chairs the executive team (ET), the membership of which is set out
on pages 56-57.
The senior independent director
Andrew Shilston
 Is available to shareholders if they have concerns that cannot be
addressed through normal channels.
During 2014 Antony Burgmans, BP’s longest serving non-executive
director, has acted as an internal sounding board for the chairman and
served as an intermediary for the other directors with the chairman when
necessary. He has also led the chairman’s evaluation. From the 2015 AGM,
Andrew Shilston will assume these tasks as part of his role as senior
independent director.
Neither the chairman nor the senior independent director is employed as
an executive of the group.
How the board works
Board governance in BP
The board operates within a system of governance that is set out in the BP
board governance principles. These principles define the role of the board,
its processes and its relationship with executive management.
This system is reflected in the governance of the group’s subsidiaries.
See bp.com/governance for the board governance principles.
Role of the board
The board is responsible for the overall conduct of the group’s business
and the directors have duties under both UK company law and BP’s articles
of association.
The primary tasks of the board include:
Active consideration and direction of long-term strategy and
approval of the annual plan.
Monitoring of BP’s performance against the strategy and plan.
Obtaining assurance that the principal risks and uncertainties to
BP are identified and that systems of risk management and
control are in place to mitigate such risk.
Board and executive management succession.
The board seeks to set the ‘tone from the top’ for BP by working with
management to agree the company values and considering specific issues
including health, safety, the environment and reputation.
Board composition
On 1 January 2015 the board had 14 directors – the chairman, two
executive directors and 11 independent, non-executive directors (NEDs).
BP Annual Report and Form 20-F 2014 59