BP 2014 Annual Report Download - page 75

Corporate governance
Nomination and chairman’s committees
Chairman’s introduction
I am pleased to report on the two board committees that I chair. Both have
been active during the year in seeking to develop the membership of the
board and its governance.
Nomination committee
Role of the committee
The committee ensures an orderly succession of candidates for directors
and the company secretary.
Key responsibilities
 Identify, evaluate and recommend candidates for appointment or
reappointment as directors.
 Identify, evaluate and recommend candidates for appointment as
company secretary.
 Keep under review the mix of knowledge, skills and experience of the
board to ensure the orderly succession of directors.
 Review the outside directorship/commitments of the non-executive
directors.
Members
Name Membership status
Carl-Henric Svanberg (chair) Member since September 2009;
committee chair since January 2010
Paul Anderson Member since April 2012
Antony Burgmans Member since May 2011
Cynthia Carroll Member since May 2011
Ian Davis Member since August 2010
Brendan Nelson Member since April 2012
Andrew Shilston, as the senior independent director, attends all meetings
of the committee.
Activities during the year
The committee met six times during the year.
It continued to reflect on the rhythm of the meetings. As in 2013, the
committee held one longer meeting during the year and reviewed board
composition and skills in light of BP’s strategy.
In 2014 the committee considered the sequencing of board retirements
over the coming years and potential board candidates. It is pursuing several
promising individuals and appointments are likely to be made in 2015. As
part of this, letters of appointment for all non-executive directors were
reviewed and amended. The committee considered the chairmanship and
membership of each committee. As a result it was agreed that Dame
Professor Ann Dowling would take the chair of the remuneration
committee when Antony Burgmans steps down from that role in 2015, and
that Andrew Shilston and Alan Boeckmann will join the remuneration
committee after the 2015 annual general meeting.
The committee considered the feedback from its own evaluation. There
were several actions including a greater focus on executive succession and
the interaction between the chairman’s and nomination committee in this
respect. The committee also wishes to make agenda time to consider
broader issues such as succession and diversity. Future searches for
non-executive directors should generally focus on industry expertise and
also consider the split between former chief executive officers and
directors with others skills on the board.
Chairman’s committee
Role of the committee
To provide a forum for matters to be discussed among the non-executive
directors.
Key responsibilities
 Evaluate the performance and the effectiveness of the group chief
executive.
 Review the structure and effectiveness of the business organization.
 Review the systems for senior executive development and determine
the succession plan for the group chief executive, the executive
directors and other senior members of executive management.
 Determine any other matter that is appropriate to be considered
by all of the non-executive directors.
 Opine on any matter referred to it by the chairman of any committees
comprised solely of non-executive directors.
Members
The committee comprises all the non-executive directors who join
the committee at the date of their appointment to the board. The chief
executive attends the committee when requested.
Activities during the year
The committee met five times in the year to:
 Assess the effect of sanctions on Russia on BP’s relationship
with Rosneft.
 Monitor the progress of the Gulf of Mexico litigation.
 Determine the framework for board evaluation in 2015.
 Review the background to the 2015 plan in light of the decline
in oil prices.
 Consider the chief executive’s plans for the succession and organization
of the executive team.
 Evaluate the performance of the chairman and chief executive.
BP Annual Report and Form 20-F 2014 71