Directors’ remuneration reportRemuneration overviewDear shareholder,For the senior executives of <strong>BP</strong>, remuneration is directly linked to strategy,strongly performance related <strong>and</strong> heavily weighted towards the long term.In a year of consolidation following the events of <strong>20</strong>10, the companyachieved a creditable performance overall in <strong>20</strong>11. The outcome of thevarious plans that make up <strong>20</strong>11 total remuneration for executive directorsis set out in the table opposite.The remuneration committee is keenly aware of its responsibility tobalance sometimes conflicting perspectives in making judgements onsenior executive pay. We recognize a concern by government, <strong>and</strong> societyat large, of excess in this area, but cannot ignore the reality of a globalcompetitive market for top executive talent. We respect investors’expectation for pay to be strongly tied to performance while also wantingto ensure that executives receive fair reward for their achievements.The committee’s commitment to exercising judgement in abalanced way <strong>and</strong> being transparent in communicating its conclusionscontinues. In years where performance has been strong, bonuses havereflected that <strong>and</strong> when performance has been poor, bonuses haveappropriately been reduced <strong>and</strong> even in some cases, as in <strong>20</strong>10,eliminated. The long-term plan has, over the last five years, vested lessthan 10% of the possible shares, reflecting the impact of major incidents.In this context, the committee carefully considered <strong>20</strong>11performance against targets set at the start of the year. Safety <strong>and</strong> riskmanagement metrics were all met or exceeded including recordable injuryfrequency, loss of primary containment, implementation of changeprogrammes <strong>and</strong> capability building. Group results were at or near targetfor financial metrics, including replacement cost profit, cash costs,upstream operating cash <strong>and</strong> downstream profitability. External surveyresults show some modest recovery in the company’s external reputation,as well as good results on internal employee morale. The overallassessment of group results based on the above was judged to be‘on-target’ for the group as a whole.Bob Dudley’s bonus was based entirely on group results, resulting in anamount, including the deferred element, at ‘on-target’ level. Iain Conn’s <strong>and</strong>Byron Grote’s bonuses were based 70% on group results <strong>and</strong> 30% ontheir respective business or functional units. Mr Conn’s results met orexceeded targets resulting in a bonus just above ‘on-target’, <strong>and</strong> Dr Grote’slargely met resulting in an ‘on-target’ bonus. In all cases one-third of theirbonus is deferred into shares on a m<strong>and</strong>atory basis, matched, <strong>and</strong> will vestin three years subject to a review of safety <strong>and</strong> environmental sustainabilityduring the period. They may elect to defer an additional one-third into shareson the same basis as the m<strong>and</strong>atory deferral, which they all chose to do forthis year’s bonus. All of the above is reflected in the table opposite.The <strong>20</strong>09-<strong>20</strong>11 share element included performance conditionsrelating to total shareholder return, production growth, group net income,<strong>and</strong> Refining <strong>and</strong> Marketing profitability – all relative to the other oil majors.Of these all but Refining <strong>and</strong> Marketing profitability missed the levelrequired to vest. Refining <strong>and</strong> Marketing profitability compared to the otheroil majors was strong, <strong>and</strong> based on this, the overall vesting was 16.67%of the shares – again reflected in the table opposite. The committeeconcluded that the result from a straight numerical assessment relative toagreed metrics provided an appropriate vesting level in light of overallcompany performance during the period.For <strong>20</strong>12 the overall policy for executive directors will remain largelyunchanged, as summarized below. The committee will continue to monitortrends <strong>and</strong> external perspectives in reviewing the quantum <strong>and</strong> structure oftotal remuneration. It will also continue to operate with independence <strong>and</strong>rigour in making its judgements. Ultimately decisions will be guided by ourcommitment to both shareholder interests <strong>and</strong> executive engagement.Antony Burgmans, KBEChairman of the remuneration committee6 March <strong>20</strong>12Summary of remuneration componentsSalary• Salaries as at 1 January <strong>20</strong>12 are: Bob Dudley $1,700,000, Iain Conn £730,000, Brian Gilvary £690,000 <strong>and</strong> Byron Grote$1,442,000.Bonus• On-target bonus of 150% of salary <strong>and</strong> maximum of 225% of salary based on performance relative to targets set atstart of year relating to financial <strong>and</strong> operational metrics.Deferred bonus<strong>and</strong> matchPerformance sharesPension• One-third of actual bonus awarded as shares with three-year deferral <strong>and</strong> the ability to voluntarily defer an additionalone-third.• All deferred shares matched one-for-one, with vesting of both subject to an assessment of safety <strong>and</strong> environmentalsustainability over the three-year period.• Award of shares of up to 5.5 times salary for group chief executive, <strong>and</strong> 4 times for other executive directors.• Vesting after three years based on performance relative to other oil majors <strong>and</strong> strategic imperatives.• Three-year retention period after vesting before release of shares.• Final salary scheme appropriate to home country of executive.140 <strong>BP</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>20</strong>11
Directors’ remuneration reportSummary of remuneration of executive directors in <strong>20</strong>11 (audited)R W Dudley I C Conn Dr B E Grote<strong>Annual</strong> remuneration <strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>11 <strong>20</strong>10Salary $1,700,000 a $1,175,000 £7<strong>20</strong>,000 £690,000 $1,426,500 $1,380,000<strong>Annual</strong> cash performance bonus b $850,000 0 £396,000 £<strong>20</strong>7,000 $713,250 $<strong>20</strong>7,000Other emoluments $66,000 $564,000 c £227,500 d £34,000 $15,000 $10,000Total $2,616,000 $1,739,000 £1,343,500 £931,000 $2,154,750 $1,597,000Vested equity ePerformance share element plan period <strong>20</strong>09-<strong>20</strong>11 <strong>20</strong>08-<strong>20</strong>10 <strong>20</strong>09-<strong>20</strong>11 <strong>20</strong>08-<strong>20</strong>10 <strong>20</strong>09-<strong>20</strong>11 <strong>20</strong>08-<strong>20</strong>10Vesting date Feb <strong>20</strong>12 Feb <strong>20</strong>11 Feb <strong>20</strong>12 Feb <strong>20</strong>11 Feb <strong>20</strong>12 Feb <strong>20</strong>11Shares vested f 101,735 0 149,259 155,695 g 187,193 0Value $788,300 0 £743,300 £764,000 $1,450,400 0Conditional equity eDeferred bonus in respect of bonus year h <strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>11 <strong>20</strong>10 <strong>20</strong>11 <strong>20</strong>10Vesting date Feb <strong>20</strong>15 Feb <strong>20</strong>14 Feb <strong>20</strong>15 Feb <strong>20</strong>14 Feb <strong>20</strong>15 Feb <strong>20</strong>14M<strong>and</strong>atory shares (including one-for-one match) 218,412 0 161,304 42,768 183,276 53,<strong>20</strong>8Voluntary shares (including one-for-one match) 218,412 0 161,304 0 183,276 53,<strong>20</strong>8Performance share element <strong>20</strong>11-<strong>20</strong>13 <strong>20</strong>10-<strong>20</strong>12 <strong>20</strong>11-<strong>20</strong>13 <strong>20</strong>10-<strong>20</strong>12 <strong>20</strong>11-<strong>20</strong>13 <strong>20</strong>10-<strong>20</strong>12Vesting date Feb <strong>20</strong>14 Feb <strong>20</strong>13 Feb <strong>20</strong>14 Feb <strong>20</strong>13 Feb <strong>20</strong>14 Feb <strong>20</strong>13Potential maximum shares 1,330,332 581,084 623,025 656,813 785,394 801,894Amounts shown are in the currency received by executive directors. <strong>Annual</strong> bonuses are shown in the year they were earned.aIncrease in salary for Mr Dudley relates to his appointment to group chief executive in October <strong>20</strong>10.b This reflects the amount of total bonus paid in cash with the deferred bonus as set out in the conditional equity section.cThis amount includes costs of London accommodation <strong>and</strong> any tax liability thereon that ceased at the end of <strong>20</strong>10 following Mr Dudley’s appointment as group chief executive.dAs for all employees affected by the new UK pension tax limits <strong>and</strong> who wished to remain within these limits, with effect from April <strong>20</strong>11, Mr Conn received a cash supplement of 35% of basic salary inlieu of future service pension accrual amounting to £191,625.e Mr Dudley <strong>and</strong> Dr Grote hold shares in the form of ADSs. The above numbers reflect calculated equivalent in ordinary shares.fRepresents vesting of shares made at the end of the relevant performance period based on performance achieved under rules of the plan <strong>and</strong> includes re-invested dividends on the shares vested. Themarket price of ordinary shares on 14 February <strong>20</strong>12 was £4.98 <strong>and</strong> for ADSs was $46.49.g There was no vesting under the performance share element. The shares that vested in February <strong>20</strong>11 for Mr Conn pertained to a separate restricted award made in <strong>20</strong>08.h It is anticipated that the <strong>20</strong>11 deferred bonus award will be made in early March <strong>20</strong>12. The number of deferred shares is calculated using the three-day average share price following the full-year resultannouncement which was £4.84/share <strong>and</strong> $46.68/ADS in February <strong>20</strong>11 <strong>and</strong> £4.91/share <strong>and</strong> $46.70/ADS in February <strong>20</strong>12. Both deferred <strong>and</strong> matched shares are subject to a safety <strong>and</strong> environmentalhurdle over the three-year deferral period.Historical TSR performance06FTSE 100<strong>BP</strong>07 08 09 10 11£<strong>20</strong>0£150£100This graph shows the growth in value of a hypothetical £100 holding in<strong>BP</strong> p.l.c. ordinary shares over five years, relative to the FTSE 100 Index(of which the company is a constituent). The values of the hypothetical£100 holdings at the end of the five-year period were £96.37 <strong>and</strong>£105.95 respectively.£50Value of hypothetical £100 holdingRemuneration of non-executive directors in <strong>20</strong>11 (audited)£ thous<strong>and</strong><strong>20</strong>11 <strong>20</strong>10C-H Svanberg 750 750P M Anderson 128 118F L Bowman 1<strong>20</strong> 17A Burgmans 100 90C B Carroll 85 90Sir William Castell 168 147G David 128 a 135I E L Davis 160 69B R Nelson 103 17F P Nhleko b 113 –Directors leaving the board in <strong>20</strong>11D J Flint 35 108Dr D S Julius 32 c 100aIn addition, George David received a £28,000 fee for chairing the <strong>BP</strong> technical advisory council.bAppointed on 1 February <strong>20</strong>11.cThis figure excludes a superannuation gratuity of £1,543.While fees were held at <strong>20</strong>10 levels, in <strong>20</strong>11 actual fees paid tonon‐executive directors were affected by changes in committeemembership <strong>and</strong> the number of intercontinental meetings for which anattendance allowance was paid.Directors’ remuneration report<strong>BP</strong> <strong>Annual</strong> <strong>Report</strong> <strong>and</strong> <strong>Form</strong> <strong>20</strong>-F <strong>20</strong>11 141
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Miscellaneous termsIn this document
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Chairman’s letterCarl-Henric Svan
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Business review: Group overviewBP A
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BP Annual Report and Form 20-F 2011
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