BP 2007 Annual Report Download - page 75

Fee structure
The table below shows the revised fee structure for non-executive
directors.
£thousand
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Fee level from
Fee level 2005-07 1Nov2007
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a
Chairman 500 600
b
Deputy chairman 100 120
Board member 75 75
c
Committee chairmanship flat fee 20 –
Audit committee and SEEAC chairmanship fees – 30
Remuneration committee chairmanship fee – 20
Transatlantic attendance allowance 5 5
Committee membership fee – 5
aThe chairman remains ineligible for committee chairmanship and membership fees
or transatlantic attendance allowance.
bThe role of deputy chairman is combined with that of senior independent director.
The deputy chairman is still eligible for committee chairmanship fee and
transatlantic attendance allowance plus any committee membership fees.
cCommittee chairmen will not receive an additional membership fee for the
committee they chair.
Remuneration of non-executive directors in 2007a
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£thousand
------------------------------------------------------------------------------------------------------------------------
2006 2007
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A Burgmans 85 86
Sir William Castell 39 87
b
C B Carroll n/a 43
E B Davis, Jr 100 107
D J Flint 100 86
Dr D S Julius 105 106
Sir Tom McKillop 85 87
Dr W E Massey 130 133
Sir Ian Prosser 130 137
P D Sutherland 500 517
Directors leaving the board in 2007
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c
J H Bryan 110 45
aThis information has been subject to audit.
bAppointed on 6 June 2007.
cAlso received a superannuation gratuity of £21,000.
No share or share option awards were made to any non-executive
director in respect of service on the board during 2007.
Non-executive directors have letters of appointment, which
recognize that, subject to the Articles of Association, their service
is at the discretion of shareholders. All directors stand for re-election
at each AGM.
Superannuation gratuities
Until 2002, BP maintained a long-standing practice whereby non-
executive directors who retired from the board after at least six years’
service were eligible for consideration for a superannuation gratuity.
The board was, and continues to be, authorized to make such payments
under the company’s Articles of Association and the amount of the
payment is determined at the board’s discretion, having regard to the
director’s period of service as a director and other relevant factors.
In 2002, the board revised its policy with respect to superannuation
gratuities so that:
– Non-executive directors appointed to the board after 1 July 2002
would not be eligible for consideration for such a payment.
– While non-executive directors in service at 1 July 2002 would remain
eligible for consideration for a payment, service after that date
would not be taken into account by the board in considering the
amount of any such payment.
The board made a superannuation gratuity of £21,000 during the year
to Mr John Bryan, who retired in April 2007. This payment was in line
with the policy arrangements agreed in 2002 and outlined above.
Non-executive directors of Amoco Corporation
Non-executive directors who were formerly non-executive directors of
Amoco Corporation have residual entitlements under the Amoco Non-
Employee Directors’ Restricted Stock Plan. Directors were allocated
restricted stock in remuneration for their service on the board of Amoco
Corporation prior to its merger with BP in 1998. On merger, interests in
Amoco shares in the plan were converted into interests in BP ADSs. The
restricted stock will vest on the retirement of the non-executive director
at the age of 70 (or earlier at the discretion of the board). Since the
merger, no further entitlements have accrued to any director under the
plan. The residual interests, as interests in a long-term incentive scheme,
are set out in the table below, in accordance with the Directors’
Remuneration Report Regulations 2002.
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Interest in BP ADSs Date on
at 1 Jan 2007 and which director
a b
31 Dec 2007 reaches age 70
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E B Davis, Jr 4,490 5 August 2014
Dr W E Massey 3,346 5 April 2008
Directors leaving the board in 2007
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c
J H Bryan 5,546 5 October 2006
aNo awards were granted and no awards lapsed during the year. The awards were
granted over Amoco stock prior to the merger but their notional weighted average
market value at the date of grant (applying the subsequent merger ratio of 0.66167
of a BP ADS for every Amoco share) was $27.87 per BP ADS.
bFor the purposes of the regulations, the date on which the director retires from the
board at or after the age of 70 is the end of the qualifying period. If the director
retires prior to this date, the board may waive the restrictions.
cMr Bryan retired from the board on 12 April 2007. He had received awards of
Amoco shares under the plan between 25 April 1989 and 28 April 1998 prior to
the merger. These interests had been converted into BP ADSs at the time of the
merger. In accordance with the terms of the plan, the board exercised its discretion
over this award on 12 April 2007 and the shares vested on that date (when the BP
ADS market price was $66.79) without payment by him.
Past directors
Mr Miles (who was a non-executive director of BP until April 2006) was
appointed as a director and non-executive chairman of BP Pension
Trustees Limited in October 2006 for a term of three years. During 2007,
he received £150,000 for this role.
This directors’ remuneration report was approved by the board and
signed on its behalf by David J Jackson, Company Secretary, on
22 February 2008.
BP ANNUAL REPORT AND ACCOUNTS 2007 73