BP Annual Report and Form 20-F 2011 - Company Reporting

Corporate governanceBoard and committee attendance in 2011BoardAuditcommittee*SEEAC*RemunerationcommitteeGulf of MexicocommitteeNominationcommitteeChairman’scommitteea b a b a b a b a b a b a bNon-executive directors:Carl-Henric Svanberg 15 15 5 c 5 9 c 9Sir William Castell 15 15 9 c 9 16 14 5 5 9 9Paul Anderson 15 14 9 9 16 16 9 9Frank Bowman 15 15 9 9 9 8Antony Burgmans 15 15 9 7 7 c 7 4 4 9 9Cynthia Carroll 15 13 9 7 4 3 9 8George David 15 14 11 11 7 7 16 16 9 9Ian Davis 15 15 11 10 7 7 16 c 16 5 5 9 9Douglas Flint 8 7 5 c 5 1 1 3 3DeAnne Julius 8 8 2 c 2 1 1 3 3Brendan Nelson 15 13 11 c 11 9 8Phuthuma Nhleko 15 13 7 6 8 8Executive directors:Bob Dudley 15 14Iain Conn 15 14Byron Grote 15 15a 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.AGMWe continue to have a well-attended annual general meeting, usuallyattracting over a thousand people. Our shareholder base is geographicallydiverse and we offer a webcast and advance voting to make our meetingaccessible to those who cannot attend in person.The voting levels for our 2011 AGM saw a moderate increase over2010 levels to 60.6% (59.6% in 2010). Viewers of our 2011 AGM webcastincreased by fivefold over the previous year. We make our webcast,speeches and presentations from the AGM available on our website afterthe meeting, together with the outcome of voting on each resolution.International advisory boardIn 2009, BP formed an international advisory board (IAB) whose purpose isto advise the chairman, group chief executive and our board on geopoliticaland strategic issues relating to the company. This group has an advisoryrole and meets twice a year – although its members are on hand to provideadvice and counsel to the company when needed.The IAB is chaired by our previous chairman, Peter Sutherland. Itsmembership in 2011 included Kofi Annan, Lord Patten of Barnes, JoshBolten, President Romano Prodi, Dr Ernesto Zedillo and Dr Javier Solana.Our chairman and chief executive attend meetings of the IAB. Issuesdiscussed during the year included developments in the eurozone, eventsin the Middle East and the world energy outlook.UK Corporate Governance Code complianceBP complied throughout 2011 with the provisions of the UK CorporateGovernance Code, except in the following aspects:B.3.2 Letters of appointment do not set out fixed time commitmentssince the schedule of board and committee meetings is subjectto change according to the demands of the business andother events. All directors are expected to demonstrate theircommitment to the work of the board on an ongoing basis. Thisis reviewed by the nomination committee in recommendingcandidates for annual re-election.D.2.2 The remuneration of the chairman is not set by the remunerationcommittee. Instead the chairman’s remuneration is reviewed bythe remuneration committee which makes a recommendationto the board as a whole for final approval, within the limits setby shareholders. We believe this wider process lets all boardmembers discuss and approve the chairman’s remuneration(rather than solely the members of the remuneration committee).Corporate governanceBP Annual Report and Form 20-F 2011 125