BP 2011 Annual Report Download - page 134

132 BP Annual Report and Form 20-F 2011
Corporate governance
Nomination and chairman’s committees reports
Chairman’s introduction
I chair both the nomination and the chairman’s committees. Set out
below are reports on their activities during the year. As in previous years
there is often an overlap between the work of the committees as the
nomination committee may wish to sound out the view of the other
non-executive directors in the chairman’s committee on a particular issue,
such as executive succession or the skills and experience needed for non-
executive directors.
Carl-Henric Svanberg
Chairman
Nomination committee report
Committee members
Carl-Henric Svanberg – committee chair
Antony Burgmans (joined in May 2011)
Cynthia Carroll (joined in May 2011)
Sir William Castell
Ian Davis
Members who left during the year
Douglas Flint (retired 14 April 2011)
DeAnne Julius (retired 14 April 2011)
The committee met five times during 2011.
Committee’s role
The committee identifies, evaluates and recommends candidates for the
appointment or re-appointment as directors and for the appointment of the
company secretary.
The committee keeps the mix of knowledge, skills and experience
of the board under regular review (in consultation with the chairman’s
committee) to ensure an orderly succession of directors. The outside
directorships and broader commitments of the non-executive directors are
also monitored by the nomination committee.
Committee activities
The committee reviewed the independence and roles of each of the
directors prior to recommending them for re-election at the 2011 AGM. It
also discussed the composition of the board and its committees in terms
of service, skills and diversity.
Since the start of 2011, there were changes to the composition of
the board, with Phuthuma Nhleko, Andrew Shilston and Professor Dame
Ann Dowling joining on 1 February 2011, 1 January 2012 and 3 February
2012 respectively. The committee retained the services of external
advisers Egon Zehnder and Odgers to assist with the identification of
potential candidates over the period.
In undertaking its search for potential candidates for board
membership, the committee carried out a review of skills and experience
of existing board members and considered this against the board
succession plan based on tenure and other factors, including diversity.
This process enabled the committee to develop a list of selection criteria
for future appointments, which it then used with its external advisers to
develop a shortlist. Based on this, the committee determined an initial
focus on candidates in the fields of science and technology.
An outline of skills for our current board membership is as follows:
Director Key skills and experience
Paul Anderson Oil and gas industry experience
Frank Bowman Safety, technology and risk management
Antony Burgmans Food and consumer goods; leading a
global business
Cynthia Carroll Oil, gas and extractive industry
experience; leading a global business
Sir William Castell Nuclear and medical science industry;
technology
George David Technology and manufacturing
Ian Davis Strategy, advisory and consulting
Brendan Nelson Audit, financial services and trading
Phuthuma Nhleko Civil engineering, telecoms and banking
Andrew Shilston Oil and gas industry experience; finance
Professor Dame Ann Dowling Engineering, technology and education
The committee also considered the succession of our chief financial
officer and the skillset and experience needed in light of the role and
the company’s strategy. There was an extensive process in which Egon
Zehnder advised the committee on both internal and external candidates.
The committee made its recommendation to the chairman’s committee,
and CFO succession was then discussed by all the non-executive directors.
It was agreed that Brian Gilvary, previously deputy chief financial officer,
was the preferred candidate and he became CFO on 1 January 2012.
During the year the committee considered the recommendations
of Lord Davies’ report on gender diversity. In line with the report, the
committee agreed to a set of aspirational targets to work towards by 2015
and recommended changes to BP’s board governance principles to include
a policy on board diversity, which emphasizes considerations of diversity,
inclusiveness and meritocracy when considering board composition. The
committee has determined to develop during 2012 a set of measurable
objectives for implementing its board diversity policy on which it will report
back to shareholders.
At the end of the year, the committee undertook its annual
examination of its effectiveness and performance, using an internally
administered questionnaire. As part of its evaluation, the committee
considered its role and its task for the year. The evaluation concluded that
the committee had worked well and had improved its focus on diversity.
Going forward the committee wishes to focus on agenda setting and
papers with a view to improving time management and workload.
Chairman’s committee report
Committee members
Carl-Henric Svanberg – committee chair
Sir William Castell
Paul Anderson
Frank Bowman
Cynthia Carroll
George David
Ian Davis
Professor Dame Ann Dowling (appointed 3 February 2012)
Brendan Nelson
Phuthuma Nhleko (appointed 1 February 2011)
Andrew Shilston (appointed 1 January 2012)
Members who left during the year
Douglas Flint (retired 14 April 2011)
DeAnne Julius (retired 14 April 2011)
The committee met nine times during 2011.