BP 2014 Annual Report Download - page 87

Corporate governance
History of CEO remuneration
Year CEO
Total
remuneration
thousanda
Annual bonus
% of
maximum
Performance
share vesting
% of maximum
2009 Hayward £6,753 89b17.5
2010cHayward £3,890 0 0
Dudley $7,722 0 0
2011 Dudley $8,312 67 16.7
2012 Dudley $9,184 65 0
2013 Dudley $14,620d88 45.5
2014 Dudley $15,334 73 60.5
a Total remuneration figures include pension and are shown as reported each year in the respective
Directors’ remuneration report with the exception of 2012 and 2013 which are restated in line
with the figures reported in the single figure tables in this report and in 2013.
b 2009 annual bonus did not have an absolute maximum and so is shown as a percentage of the
maximum established in 2010.
c 2010 figures show full year total remuneration for both Tony Hayward and Bob Dudley, although
Bob Dudley did not become CEO until October 2010.
d This number is detailed in the single figure table on page 75 and includes the actual outcomes of
the 2011-2013 performance share vesting.
Relative importance of spend on pay (million)
Distributions to
shareholders
Remuneration paid to
all employeesa
Capital investmentb
2014 2013 2014 2013 2014 2013
Total 3.5% decrease 2.1% increase 6.9% decrease
Dividends 3.7%
increase
Buybacks 12.7%
decrease
$13,654
$13,936
$24,600
$22,892
$12,374
Buybacksc
$5,463
Dividendsd
$6,911
$11,938
Buybacksc
$4,770
Dividendsd
$7,168
a Total remuneration reflects overall employee costs. See Financial statements – Note 33 for
further information.
b Capital investment reflects organic capital expenditure★. See footnote a on page 208 for further
information.
c See Financial statements – Note 29 for further information.
d Dividends includes both scrip dividends as well as those paid in cash. See Financial statements
– Note 8 for further information.
Percentage change in CEO remuneration
Comparing 2014 to 2013 Salary Benefits Bonus
% change in CEO remuneration 2.9% 26.7% -14.2%
% change in comparator group
remuneration 3.4%a0.0%b-7.7%
a The comparator group comprises some 40% of BP’s global employee population being
professional/managerial grades of employees based in the UK and US and employed on more
readily comparable terms. This is the average across the comparator group.
b There was no change in employee benefits structure. Those benefits that are linked to salary
have changed in line with base salary increases.
Directors’ shareholdings
Executive directors are required to develop a personal shareholding of five
times salary within a reasonable period of time from appointment. It is the
stated intention of the policy that executive directors build this level of
personal shareholding primarily by retaining those shares that vest in the
deferred bonus and performance share plans which are part of the EDIP.
In assessing whether the requirement has been met, the committee takes
account of the factors it considers appropriate, including promotions and
vesting levels of these share plans, as well as any abnormal share price
★ Defined on page 252.
fluctuations. The table below shows the status of each of the executive
directors in developing this level. These figures include the value as at
23 February 2015 from the directors’ interests shown below plus the
assumed vesting of the 2012-2014 performance shares and is consistent
with the figures reported in the single figure table on page 75.
Appointment date
Value of current
shareholding
% of policy
achieved
Bob Dudley October 2010 $10,147,581 109
Dr Brian Gilvary January 2012 £3,618,299 99
The committee is satisfied that all executive directors comply with the
policy by building the required personal shareholding in a reasonable period
of time following their appointment. Importantly, none of the existing
executive directors have sold shares that vested from the EDIP.
The figures below indicate and include all beneficial and non-beneficial
interests of each executive director of the company in shares of BP (or
calculated equivalents) that have been disclosed to the company under the
Disclosure and Transparency Rules as at the applicable dates.
Current directors
Ordinary
shares or
equivalents at
1 Jan 2014
Ordinary
shares or
equivalents at
31 Dec 2014
Change from
31 Dec 2014
to
23 Feb 2015
Ordinary
shares or
equivalents
total at
23 Feb 2015
Bob Dudleya355,707 738,858 267,582 1,006,440
Dr Brian Gilvary 412,973 545,217 44,928 590,145
Former executive director
Iain Connb600,272 826,602 – –
a Held as ADSs.
b Includes 48,024 ordinary shares held as ADSs.
The following table shows both the performance shares and the deferred
bonus element awarded under the EDIP. These figures represent the
maximum possible vesting levels. The actual number of shares/ADSs that
vest will depend on the extent to which performance conditions have been
satisfied over a three-year period.
Current directors
Performance
shares at
1 Jan 2014
Performance
shares at
31 Dec 2014
Change from
31 Dec 2014 to
23 Feb 2015
Performance
shares total at
23 Feb 2015
Bob Dudleya4,953,654 5,227,500 1,653,162 6,880,662
Dr Brian Gilvary 1,599,607 2,375,957 1,038,398 3,414,355
Former executive director
Iain Conn 2,666,314 2,069,321 – –
a Held as ADSs.
At 23 February 2015, the following directors held the numbers of options
under the BP group share option schemes over ordinary shares or their
calculated equivalent, and the number of restricted shares as set out
below. None of these are subject to performance conditions. Additional
details regarding these options can be found on page 85.
Current director Options
Restricted
shares
Dr Brian Gilvary 504,191 –
Former executive director
Iain Conn – –
No director has any interest in the preference shares or debentures of the
company or in the shares or loan stock of any subsidiary company.
There are no directors or other members of senior management who own
more than 1% of the ordinary shares in issue. At 23 February 2015, all
directors and other members of senior management as a group held
interests of 12,980,342 ordinary shares or their calculated equivalent,
10,295,017 performance shares or their calculated equivalent and
6,051,908 options over ordinary shares or their calculated equivalent under
the BP group share option schemes. Senior management comprises
members of the executive team. See pages 56-57 for further information.
BP Annual Report and Form 20-F 2014 83