BP 2012 Annual Report Download - page 145

Corporate governance
Corporate governance
BP Annual Report and Form 20-F 2012
143
Further details
Executive directors – external appointments
The board supports executive directors taking up appointments outside the company to broaden their knowledge and experience. Each executive
director is permitted to accept one non-executive appointment, from which they may retain any fee. External appointments are subject to agreement by
the chairman and reported to the board. Any external appointment must not conflict with a director’s duties and commitments to BP.
During the year, the fees received by executive directors for external appointments were as follows:
Director Appointee company Additional position held at appointee company
Total
fees
Iain Conn Rolls-Royce Senior independent director £72,000
Dr Byron Grote Unilever Audit committee member Unilever PLC £47,500
Unilever NV e54,935
Performance shares (audited)
Share element interests Interests vested in 2012 and 2013
Performance
period
Date of
award of
performance
shares
Potential maximum performance sharesaNumber of
ordinary
shares
vestedb Vesting date
Market price
of each share
at vesting
£
At 1 Jan
2012
Awarded
2012
At 31 Dec
2012
Awarded
2013
Bob Dudleyc2009-2011 06 May 2009 539,634 – – – 101,735 15 Feb 2012 4.98
2010-2012 09 Feb 2010 581,082 – 581,082 – 0 – –
2011-2013 09 Mar 2011 1,330,332 –1,330,332 – – – –
2012-2014 08 Mar 2012d–1,343,712 1,343,712 – – – –
2013-2015 11 Feb 2013 –––1,393,032 –––
Iain Conn 2008-2013e13 Feb 2008 133,452 –133,452 –145,489 7 Feb 2013 4.58
2009-2011 11 Feb 2009 780,816 – – – 149,259 15 Feb 2012 4.98
2010-2012 09 Feb 2010 656,813 –656,813 – 0 – –
2011-2013 09 Mar 2011 623,025 –623,025 – – – –
2012-2014 08 Mar 2012d–660,663 660,663 – – – –
2013-2015 11 Feb 2013 – – – 699,535 –––
Dr Brian Gilvary 2010-2012f15 Mar 2010 60,000 –60,000 –65,414 15 Jan 2013 4.58
2011-2013f14 Mar 2011 67,500 –67,500 – – – –
2010-2012g15 Mar 2010 22,500 –22,500 – – – –
2011-2013g14 Mar 2011 22,500 –22,500 – – – –
2012-2014 08 Mar 2012d–624,434 624,434 – – – –
2013-2015 11 Feb 2013 –––641,860 –––
Dr Byron Grotec2009-2011 11 Feb 2009 992,928 – – – 187,193 15 Feb 2012 4.98
2010-2012 09 Feb 2010 801,894 –801,894 – 0 – –
2011-2013 09 Mar 2011 785,394 –785,394 – – – –
2012-2014 08 Mar 2012d–828,936 828,936 – – – –
2013-2015 11 Feb 2013 –––859,212 –––
Former directors
Dr Anthony Hayward 2009-2011 11 Feb 2009 755,512h– – – 144,422 15 Feb 2012 4.98
2010-2012 09 Feb 2010 303,948h–303,948 – 0 – –
Andrew Inglis 2009-2011 11 Feb 2009 520,544h– – – 99,506 15 Feb 2012 4.98
2010-2012 09 Feb 2010 218,938h–218,938 – 0 – –
a BP’s performance is measured against the oil sector. For awards under the 2010-2012 plan, performance conditions were measured one-third on TSR against ExxonMobil, Shell, Total, ConocoPhillips
and Chevron and two-thirds on a balanced scorecard of underlying performance. For awards under the 2011-2013 plan, performance conditions are measured 50% on TSR against ExxonMobil, Shell,
Total, ConocoPhillips and Chevron; 20% on reserves replacement against the same peer group; and 30% against a balanced scorecard of strategic imperatives. For awards under the 2012-2014 plan,
performance conditions are measured one-third on TSR against ExxonMobil, Shell, Total and Chevron; one-third on safety and operational risk management; and one-third on a balanced scorecard of
strategic imperatives. Each performance period ends on 31 December of the third year.
b Represents vestings of shares made at the end of the relevant performance period based on performance achieved under rules of the plan and includes reinvested dividends on the shares vested.
c Dr Byron Grote and Bob Dudley receive awards in the form of ADSs. The above numbers reflect calculated equivalents in ordinary shares. One ADS is equivalent to six ordinary shares.
d The market price of ordinary shares on 8 March 2012 was £4.94 and for ADSs was $47.11.
e Restricted award under share element of EDIP. As reported in the 2007 directors’ remuneration report in February 2008, the committee awarded Iain Conn restricted shares, in two tranches of
133,452 shares each and on vesting include re-invested dividends on the shares vested. The total vesting of the first tranche was 155,695 shares at £4.91 on 22 February 2011. The remaining award,
noted above, vested on 7 February 2013, the fifth anniversary of the award at £4.58.
f Dr Brian Gilvary was conditionally awarded shares under the Executive Performance Plan prior to his appointment as a director. The vesting of these shares is not subject to further performance
conditions.
g Dr Brian Gilvary was conditionally awarded shares under the Competitive Performance Plan prior to his appointment as a director. The vesting of these shares is subject to performance conditions.
h Potential maximum of performance shares reflect actual service during performance period on a pro-rated basis.
Erratum: Please note that in footnote ‘a’ above, the reference to awards under the 2012-2014 plan, ‘one-third on safety and operational
risk management’ should instead read ‘one-third on operating cash flow’. Full details of the performance conditions are spelt out
correctly in the 2011 directors’ remuneration report on page 147.