BP 2011 Annual Report Download - page 152

Directors’ remuneration report
150 BP Annual Report and Form 20-F 2011
Share options (audited)
Option
type At 1 Jan 2011 Granted Exercised
At 31 Dec
2011
Option
price
Market price
at date of
exercise
Date from
which first
exercisable Expiry date
R W DudleyaBP SOP 6,460 – – –b$49.65 23 Feb 2004 22 Feb 2011
BP SOP 1,073 – – –b$43.82 17 Dec 2004 16 Dec 2011
BP SOP 17,835 – – 17,835 $48.99 18 Feb 2005 17 Feb 2012
BP SOP 17,835 – – 17,835 $38.10 17 Feb 2006 16 Feb 2013
I C Conn SAYE 1,498 –1,498 –£4.41 £4.93c01 Sep 2010 28 Feb 2011
SAYE 617 – – 617 £4.87 01 Sep 2011 29 Feb 2012
SAYE 605 – – 605 £4.20 01 Sep 2012 28 Feb 2013
SAYE 3,017 – – 3,017 £3.68 01 Sep 2016 28 Feb 2017
EXEC 72,250 – – –b£5.67 23 Feb 2004 23 Feb 2011
EXEC 130,000 – – 130,000 £5.72 18 Feb 2005 18 Feb 2012
Dr B E GroteaEDIP 58,333 – – –b$48.53 25 Feb 2005 25 Feb 2011
The closing market prices of an ordinary share and of an ADS on 31 December 2011 were £4.61 and $42.74 respectively.
During 2011, the highest market prices were £5.09 and $49.25 respectively and the lowest market prices were £3.63 and $35.22 respectively.
EDIP = Executive Directors’ Incentive Plan adopted by shareholders in 2010 as described on page 147.
EXEC = Executive Share Option Scheme. These options were granted to the relevant individuals prior to their appointments as directors and are not subject to performance conditions.
SAYE = Save As You Earn employee share scheme.
BP SOP = BP Share Option Plan. These options were granted to Mr Dudley prior to his appointment as a director and are not subject to performance conditions.
a Numbers shown are ADSs under option. One ADS is equivalent to six ordinary shares.
b Options lapsed.
c Options exercised on 22 February 2011. Closing market price for information. Shares were retained after exercise of options.
Service contracts
Service contracts have a notice period of one year and may be terminated
by the company at any time with immediate effect on payment in lieu of
notice equivalent to one year’s salary or the amount of salary that would
have been paid if the contract had been terminated on the expiry of the
remainder of the notice period. Other than in the case of Dr Gilvary (who
became a director on 1 January 2012), the service contracts are expressed
to expire at a normal retirement age of 60 (subject to age discrimination).
Director
Contract
date
Salary as at
1 Jan 2012
R W Dudley 6 Apr 2009 $1,700,000
I C Conn 22 Jul 2004 £730,000
Dr B Gilvary 22 Feb 2012 £690,000
Dr B E Grote 7 Aug 2000 $1,442,000
Mr Dudley’s contract is with BP Corporation North America Inc. He is
seconded to BP p.l.c. under a secondment agreement of 15 April 2009,
which expires on 15 April 2012. Dr Grote’s contract is with BP Exploration
(Alaska) Inc. He is seconded to BP p.l.c. under a secondment agreement
of 7 August 2000, which expires at the date of the 2013 AGM. Both
secondments can be terminated by one month’s notice by either party and
terminate automatically on the termination of their service contracts.
There are no other provisions for compensation payable on early
termination of the above contracts. In the event of the early termination of
any of the contracts by the company, other than for cause (or under a
specific termination payment provision), the relevant director’s then current
salary and benefits would be taken into account in calculating any liability of
the company. The committee will consider mitigation to reduce
compensation to a departing director, when appropriate to do so.
Executive directors – external appointments
The board encourages executive directors to broaden their knowledge and
experience by taking up appointments outside the company. 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
I C Conn Rolls-Royce Senior £74,166
independent
director
Dr B E Grote Unilever Audit committee Unilever PLC
member £33,500
Unilever NV
€48,625
Past directors
Tony Hayward was engaged by BP to serve as a non-executive director
of TNK-BP until 11 October 2011. For his service during 2011 he was
paid $194,973.