BP 2009 Annual Report Download - page 107

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BP Annual Report and Accounts 2009
Additional information for shareholders
UK stamp duty and stamp duty reserve tax
The statements below relate to what is understood to be the current
practice of HM Revenue & Customs in the UK under existing law.
Provided that any instrument of transfer is not executed in the UK
and remains at all times outside the UK and the transfer does not relate
to any matter or thing done or to be done in the UK, no UK stamp duty is
payable on the acquisition or transfer of ADSs. Neither will an agreement
to transfer ADSs in the form of ADRs give rise to a liability to stamp duty
reserve tax.
Purchases of ordinary shares, as opposed to ADSs, through the
CREST system of paperless share transfers will be subject to stamp duty
reserve tax at 0.5%. The charge will arise as soon as there is an
agreement for the transfer of the shares (or, in the case of a conditional
agreement, when the condition is fulfilled). The stamp duty reserve tax
will apply to agreements to transfer ordinary shares even if the
agreement is made outside the UK between two non-residents.
Purchases of ordinary shares outside the CREST system are subject
either to stamp duty at a rate of £5 per £1,000 (or part, unless the stamp
duty is less than £5, when no stamp duty is charged), or stamp duty
reserve tax at 0.5%. Stamp duty and stamp duty reserve tax are
generally the liability of the purchaser.
A subsequent transfer of ordinary shares to the Depositary’s
nominee will give rise to further stamp duty at the rate of £1.50 per £100
(or part) or stamp duty reserve tax at the rate of 1.5% of the value of the
ordinary shares at the time of the transfer. An ADR holder electing to
receive ADSs instead of a cash dividend will be responsible for the stamp
duty reserve tax due on issue of shares to the Depositary’s nominee and
calculated at the rate of 1.5% on the issue price of the shares. It is
understood that HM Revenue & Customs, practice is to calculate the
issue price by reference to the total cash receipt to which a US holder
would have been entitled had the election to receive ADSs instead of a
cash dividend not been made. ADR holders electing to receive ADSs
instead of the cash dividend authorize the Depositary to sell sufficient
shares to cover this liability.
Documents on display
BP’s Annual Report and Accounts is also available online at
www.bp.com/annualreport. Shareholders may obtain a hard copy of BP’s
complete audited financial statements, free of charge, by contacting BP
Distribution Services at [phone] or through an email request
addressed to bpdistributionser[email protected] (UK and Rest of World) or
from Precision IR at + 1 888 301 2505 or through an email request
addressed to [e-mail] (US and Canada).
The company is subject to the information requirements of the
US Securities Exchange Act of 1934 applicable to foreign private issuers.
In accordance with these requirements, the company files its Annual
Report on Form 20-F and other related documents with the SEC. It is
possible to read and copy documents that have been filed with the SEC
at the SEC’s public reference room located at 100 F Street NE,
Washington, DC 20549, US. You may also call the SEC at +1 800-SEC-
0330 or log on to www.sec.gov. In addition, BP’s SEC filings are available
to the public at the SEC’s website www.sec.gov. BP discloses on its
website at www.bp.com/NYSEcorporategovernancerules, and in its
Annual Report on Form 20-F (Item 16G) significant ways (if any) in which
its corporate governance practices differ from those mandated for US
companies under NYSE listing standards.
Controls and procedures
Evaluation of disclosure controls and procedures
The company maintains ‘disclosure controls and procedures’ as such
term is defined in Exchange Act Rule 13a-15(e), that are designed to
ensure that information required to be disclosed in reports the company
Additional information for shareholders
files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such
information is accumulated and communicated to management, including
the company’s group chief executive and chief financial officer, as
appropriate, to allow timely decisions regarding required disclosure.
In designing and evaluating our disclosure controls and
procedures, our management, including the group chief executive and
chief financial officer, recognize that any controls and procedures, no
matter how well designed and operated, can provide only reasonable, not
absolute, assurance that the objectives of the disclosure controls and
procedures are met. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the company have
been detected. Further, in the design and evaluation of our disclosure
controls and procedures our management necessarily was required to
apply its judgement in evaluating the cost-benefit relationship of possible
controls and procedures. Also, we have investments in certain
unconsolidated entities. As we do not control these entities, our
disclosure controls and procedures with respect to such entities are
necessarily substantially more limited than those we maintain with
respect to our consolidated subsidiaries. Because of the inherent
limitations in a cost-effective control system, misstatements due to error
or fraud may occur and not be detected. The company’s disclosure
controls and procedures have been designed to meet, and management
believe that they meet, reasonable assurance standards.
The company’s management, with the participation of the
company’s group chief executive and chief financial officer, has evaluated
the effectiveness of the company’s disclosure controls and procedures
pursuant to Exchange Act Rule 13a-15(b) as of the end of the period
covered by this annual report. Based on that evaluation, the group chief
executive and chief financial officer have concluded that the company’s
disclosure controls and procedures were effective at a reasonable
assurance level.
Changes in internal controls over financial reporting
There were no changes in the group’s internal controls over financial
reporting that occurred during the period covered by the Form 20-F that
have materially affected or are reasonably likely to materially affect, our
internal controls over financial reporting.
Management’s report on internal control over financial reporting
Management of BP is responsible for establishing and maintaining
adequate internal control over financial reporting. BP’s internal control
over financial reporting is a process designed under the supervision
of the principal executive and principal financial officers to provide
reasonable assurance regarding the reliability of financial reporting and
the preparation of BP’s financial statements for external reporting
purposes in accordance with IFRS.
As of the end of the 2009 fiscal year, management conducted an
assessment of the effectiveness of internal control over financial
reporting in accordance with the Internal Control Revised Guidance for
Directors on the Combined Code (Turnbull). Based on this assessment,
management has determined that BP’s internal control over financial
reporting as of 31 December 2009 was effective.
The company’s internal control over financial reporting includes
policies and procedures that pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect transactions and
dispositions of assets; provide reasonable assurances that transactions
are recorded as necessary to permit preparation of financial statements
in accordance with IFRS and that receipts and expenditures are being
made only in accordance with authorizations of management and the
directors of BP; and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of BP’s
assets that could have a material effect on our financial statements.