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

Corporate governanceShareholders’ meetings and noticesShareholders must provide BP with a postal or electronic address in theUK to be entitled to receive notice of shareholders’ meetings. Holders ofBP ADSs are entitled to receive notices under the terms of the depositagreement relating to BP ADSs. The substance and timing of notices isdescribed on page 137 under the heading Voting rights.Under the Act, the AGM of shareholders must be held withinthe six-month period once every year. All general meetings shall be heldat a time and place determined by the directors within the UK. If anyshareholders’ meeting is adjourned for lack of quorum, notice of the timeand place of the meeting may be given in any lawful manner, includingelectronically. Powers exist for action to be taken either before or at themeeting by authorized officers to ensure its orderly conduct and safety ofthose attending.Limitations on voting and shareholdingThere are no limitations imposed by English law or the company’sMemorandum or Articles of Association on the right of non-residents orforeign 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.Disclosure of interests in sharesThe Act permits a public company to give notice to any person whom thecompany believes to be or, at any time during the three years prior to theissue of the notice, to have been interested in its voting shares requiringthem to disclose certain information with respect to those interests. Failureto supply the information required may lead to disenfranchisement of therelevant shares and a prohibition on their transfer and receipt of dividendsand other payments in respect of those shares. In this context the term‘interest’ is widely defined and will generally include an interest of any kindwhatsoever in voting shares, including any interest of a holder of BP ADSs.138 BP Annual Report and Form 20-F 2011