BP 2011 Annual Report Download - page 140

138 BP Annual Report and Form 20-F 2011
Corporate governance
Shareholders’ meetings and notices
Shareholders must provide BP with a postal or electronic address in the
UK to be entitled to receive notice of shareholders’ meetings. Holders of
BP ADSs are entitled to receive notices under the terms of the deposit
agreement relating to BP ADSs. The substance and timing of notices is
described on page 137 under the heading Voting rights.
Under the Act, the AGM of shareholders must be held within
the six-month period once every year. All general meetings shall be held
at a time and place determined by the directors within the UK. If any
shareholders’ meeting is adjourned for lack of quorum, notice of the time
and place of the meeting may be given in any lawful manner, including
electronically. Powers exist for action to be taken either before or at the
meeting by authorized officers to ensure its orderly conduct and safety of
those attending.
Limitations on voting and shareholding
There are no limitations imposed by English law or the company’s
Memorandum or Articles of Association on the right of non-residents or
foreign 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 shares
The Act permits a public company to give notice to any person whom the
company believes to be or, at any time during the three years prior to the
issue of the notice, to have been interested in its voting shares requiring
them to disclose certain information with respect to those interests. Failure
to supply the information required may lead to disenfranchisement of the
relevant shares and a prohibition on their transfer and receipt of dividends
and other payments in respect of those shares. In this context the term
‘interest’ is widely defined and will generally include an interest of any kind
whatsoever in voting shares, including any interest of a holder of BP ADSs.