BP 2005 Annual Report Download - page 162

160 Making energy more
BOARD AND COMMITTEES: MEETINGS AND ATTENDANCE
In addition to the AGM (which 17 directors attended), the board
met seven times during 2005: four times in the UK, twice in the
US and once in China. Two of these meetings were two-day strategy
discussions. 2005 saw a continued high number of committee
meetings, a trend we expect to continue.
The board requires all members to devote sufficient time to the
work of the board to discharge the office of director and to use their
best endeavours to attend meetings. Directors’ attendance at board
and committee meetings is set out below.
SERVING AS A DIRECTOR: INDUCTION, TRAINING AND EVALUATION
Induction Directors receive induction on their appointment to the
board as appropriate, covering matters such as the operation and
activities of the group (including key financial, business, social and
environmental risks to the group’s activities), the role of the board
and the matters reserved for its decision, the tasks and membership
of the principal board committees, the powers delegated to those
committees, the board’s governance policies and practices, and
the latest financial information about the group. The chairman is
accountable for the induction of new board members.
Training Our directors are updated on BP’s business, the environment
in which it operates and other matters throughout their period in
office. Our directors are advised on their appointment of the legal
and other duties and obligations they have as directors of a listed
company. The board regularly considers the implications of these
duties under the board governance policies. Our non-executive
directors also receive training specific to the tasks of the particular
board committees on which they serve.
Outside appointments As part of their ongoing development,
our executive directors are permitted to take up an external board
appointment, subject to the agreement of our board. Executive
directors retain any fees received in respect of such external
appointments. Generally, outside appointments for executive directors
are limited to one outside company board only, although our group
chief executive, by exception, serves on two outside company boards.
Our board is satisfied that these appointments do not conflict with
his duties and commitment to BP. Non-executive directors may serve
on a number of outside boards, always provided they continue to
the ARCO, Burmah Castrol and Veba businesses are fundamentally
different from those of the former Amoco Corporation.
Annual elections for all directors and the provision of
independent support to our board and board committees
underscore our commitment to good governance practice.
The board has satisfied itself that there is no compromise to the
independence of those directors who serve together as directors
on the boards of outside entities (or who have other appointments
in outside entities). Where necessary, our board ensures appropriate
processes are in place to manage any possible conflict of interest.
Sir Robin Nicholson received fees during 2005 for representing
the board on the BP technology advisory council. Since these fees
relate to board representation, they did not compromise Sir Robin’s
independence. Full details of these fees are disclosed on page 173.
DIRECTORS’ APPOINTMENTS, RETIREMENT POLICIES AND INSURANCE
The chairman and non-executive directors of BP are elected each
year and, subject to BP’s Articles of Association, serve on the
basis of letters of appointment. Executive directors of BP have
service contracts with the company. Details of all payments to
directors are reviewed in the directors’ remuneration report on
pages 164-173.
BP’s policy on directors’ retirement is as follows: executive directors
retire at age 60, while non-executive directors ordinarily retire at the
AGM following their 70th birthday. It is the board’s policy that non-
executive directors are not generally expected to hold office for more
than 10 years.
In accordance with BP’s Articles of Association, directors are
granted an indemnity from the company in respect of liabilities
incurred as a result of their office, to the extent permitted by law.
In respect of those liabilities for which directors may not be
indemnified, the company purchased and maintained a directors’
and officers’ liability insurance policy throughout 2005. This insurance
cover was renewed at the beginning of 2006. Although their defence
costs may be met, neither the company’s indemnity nor insurance
provides cover in the event that the director is proved to have acted
fraudulently or dishonestly.
Directors’ attendance
Board Audit committee EEAC Chairman’s Remuneration Nomination
meetings meetings meetings committee meetings committee meetings committee meetings
Attended Possible Attended Possible Attended Possible Attended Possible Attended Possible Attended Possible
P D Sutherland 7 7 ––––446
a6a22
Sir Ian Prosser 7 7 12 12 – – 446622
J H Bryan 771112––4466––
A Burgmans 7 7 – – 5744––––
E B Davis, Jr 7 7 12 12 – – 4456––
D J Flint 7779––44––––
Dr D S Julius 7 7 ––––446611
C F Knight 1 2 ––––1113––
Sir Tom McKillop 6 7 ––––3466––
Dr W E Massey 7 7 – – 7734––22
H M P Miles 7 7 11 12 6744––––
Sir Robin Nicholson 1 2 ––––112311
M H Wilson 7 7 12 12 7744––––
Lord Browne 7 7 ––––––––––
Dr D C Allen 77––––––––––
I C Conn 7 7 ––––––––––
Dr B E Grote 7 7 ––––––––––
Dr A B Hayward 77––––––––––
J A Manzoni 7 7 ––––––––––
aAttended all remuneration committee meetings as chairman of the board.