BP 2011 Annual Report Download - page 160

158 BP Annual Report and Form 20-F 2011
Additional information for shareholders
Employee share plans
The following table shows employee share options granted.
Options thousands
2011a2010 2009
Employee share options granted
during the yearb152,473 10,420 9,680
a 142,550,350 options were granted pursuant to the BP Plan 2011, adopted on 7 September 2011.
For more information on the BP Plan 2011, see Financial statements – Note 40 on page 246.
b For the options outstanding at 31 December 2011, the exercise price ranges and weighted average
remaining contractual lives are shown in Financial statements – Note 40 on page 246.
BP offers most of its employees the opportunity to acquire a shareholding
in the company through savings-related and/or matching share plan
arrangements. BP also uses performance plans and option plans (see
Financial statements – Note 40 on page 246) as elements of remuneration
for executive directors and senior employees.
Shares acquired through the company’s employee share plans
rank pari passu with shares in issue and have no special rights, save
as described below. For legal and practical reasons, the rules of these
plans set out the consequences of a change of control of the company,
and generally provide for options and conditional awards to vest on an
accelerated basis.
Matching and saving plans
BP ShareMatch plans
These matching share plans give employees the opportunity to buy
ordinary shares in BP p.l.c. and receive free matching shares in BP p.l.c.,
up to a predetermined limit. The plans are run in the UK and in more than
50 other countries. The UK plan is an approved HMRC plan and runs on
a monthly basis. Under the UK plan, shares must be held in trust for at
least three years to receive beneficial tax treatment. In other countries,
the plan is run on an annual basis with shares being held in trust for three
years. The plan is operated on a cash basis in those countries where there
are regulatory restrictions preventing the holding of BP shares. When the
employee leaves BP all shares must be removed from trust and units
under the plan operated on a cash basis must be encashed.
Once shares have been awarded to an employee under the plan,
the employee may instruct the trustee how to vote their shares.
BP ShareSave Plan
This is an approved HMRC plan which is open to all eligible UK employees.
Participants can contribute up to a maximum of £250 per month from
their net salary to a savings account over a three- or five-year contractual
savings period. At the end of the savings period, they are entitled to
purchase shares in BP p.l.c. at a preset price determined on the date when
the invitations are sent to eligible employees. This price is usually set at a
discount to the market price of a share of up to 20%. The option must be
exercised within six months of maturity of the savings contract, otherwise
it lapses. The plan is run in the UK and options are granted annually, usually
in June. Participants leaving for a qualifying reason before the savings
contract matured will have up to six months in which to use their savings
to exercise their options on a pro-rated basis.
Local plans
In some countries, BP provides local scheme benefits, the rules and
qualifications for which vary according to local circumstances. Certain US
employees may participate in a defined contribution (401k) plan in which
BP matches employee contributions up to certain limits. Participants may
invest in several investment options including a BP Stock Fund that holds
BP ADSs and a small percentage of cash. At 31 December 2011 the BP
Stock Fund held 39,026,928 BP ADSs with a market value of $1,682 million
(2010: 38,382,657 BP ADSs and $1,715 million). Participants in the fund as
of the record date may direct the trustee how to vote their portion of the
BP Stock Fund.
Cash-settled share-based payments
Grants are settled in cash where participants are located in a country
whose regulatory environment prohibits the holding of BP shares.
Employee Share Ownership Plan Trusts (ESOPs)
ESOPs have been established to hold BP shares to satisfy any releases
made to participants under the Executive Directors’ Incentive Plan, the
Long-Term Performance Plan and the Share Option Plan. The ESOPs
have waived their rights to dividends on shares held for future awards and
are funded by the group. Pending vesting, the ESOPs have independent
trustees that have the discretion in relation to the voting of such shares.
Until such time as the company’s own shares held by the ESOPs vest
unconditionally in employees, the amount paid for those shares is
deducted in arriving at shareholders’ equity (see Financial statements –
Note 39 on page 242). Assets and liabilities of the ESOPs are recognized
as assets and liabilities of the group.
At 31 December 2011, the ESOPs held 27,784,503 shares
(2010 11,477,253 shares and 2009 18,062,246 shares) for potential
future awards, which had a market value of $197 million (2010 $82 million
and 2009 $174 million).
Pursuant to the various BP group share option schemes, the
following options for ordinary shares of the company were outstanding at
17 February 2012:
Options outstanding (shares)
Expiry dates
of options
Exercise price
per share
334,424,461 2012-2021 $5.66-11.92
More details on share options appear in Financial statements – Note 40 on
page 246.
Major shareholders
The disclosure of certain major and significant shareholdings in the
share capital of the company is governed by the Companies Act 2006, the
UK Financial Services Authority’s Disclosure and Transparency Rules (DTR)
and the US Securities Exchange Act of 1934.
Register of members holding BP ordinary shares as at
31 December 2011
Range of holdings
Number of ordinary
shareholders
Percentage of total
ordinary shareholders
Percentage of total
ordinary share capital
excluding shares
held in treasury
1-200 59,824 19.65 0.02
201-1,000 112,279 36.87 0.31
1,001-10,000 119,628 39.28 1.88
10,001-100,000 11,107 3.65 1.17
100,001-1,000,000 923 0.30 1.81
Over 1,000,000a755 0.25 94.81
Totals 304,516 100.00 100.00
a
Includes JPMorgan Chase Bank, N.A. holding 26.50% of the total ordinary issued share capital
(excluding shares held in treasury) as the approved depositary for ADSs, a breakdown of which is
shown in the table below.
Register of holders of American depositary shares (ADSs) as at
31 December 2011a
Range of holdings
Number of
ADS holders
Percentage of total
ADS holders
Percentage of total
ADSs
1-200 62,206 56.35 0.42
201-1,000 30,364 27.50 1.73
1,001-10,000 16,856 15.27 5.34
10,001-100,000 966 0.87 1.96
100,001-1,000,000 90.01 0.15
Over 1,000,000b10.00 90.40
Totals 110,402 100.00 100.00
a
One ADS represents six 25 cent ordinary shares.
b
One holder of ADSs represents 792,991 underlying shareholders.
As at 31 December 2011, there were also 1,591 preference shareholders.
Preference shareholders represented 0.44% and ordinary shareholders
represented 99.56% of the total issued nominal share capital of the
company (excluding shares held in treasury) as at that date.