Proxy Vote Update: BP PLC

Below are the resources for and the report containing the results of our recent Proxy Vote on behalf of our clients:

Proxy Materials:

rF Voting results report:

To receive the annual report and accounts for the year ended 31 December 2014 – For
To receive and approve the directors’ remuneration report contained within the annual report and accounts for the year ended 31 December 2014 – For
To re-elect Mr R W Dudley as a director – For
To re-elect Dr B Gilvary as a director – For
To re-elect Mr P M Anderson as a director – For
To elect Mr A Boeckmann as a director – For
To re-elect Admiral F L Bowman as a director – For
To re-elect Mr A Burgmans as a director – For
To re-elect Mrs C B Carroll as a director – For
To re-elect Mr I E L Davis as a director – For
To re-elect Professor Dame Ann Dowling as a director – For
To re-elect Mr B R Nelson as a director – For
To re-elect Mr F P Nhleko as a director – For
To re-elect Mr A B Shilston as a director – For
To re-elect Mr C-H Svanberg as a director – For
To re-appoint Ernst & Young LLP as auditors from the conclusion of the meeting until the conclusion of the next general meeting before which accounts are laid and to authorize the directors to fix the auditors’ remuneration – For
To authorize the directors in accordance with article 142 of the company’s existing Articles of Association or, if resolution 23 is passed, in accordance with article 134 of the company’s new Articles of Association adopted pursuant to that resolution, to offer the holders of ordinary shares of the company, to the extent and in the manner determined by the directors, the right to elect (in whole or part), to receive new ordinary shares (credited as fully paid) instead of cash, in respect of any dividend as may be declared by the directors from time to time, provided that the authority conferred by this resolution shall expire on the date of the annual general meeting to be held in 2018 – For
To approve and adopt the BP Share Award Plan 2015 (‘the plan’), the principal terms of which are summarized in Appendix 2 to this notice of meeting and a copy of the rules of which is produced to the meeting and signed by the chairman for the purposes of identification; and further to authorize the directors to: – Against.
1. a. do all acts and things that they may consider necessary or expedient to carry the plan into effect; and
2. b. establish such further plans for operation outside of the UK based on the rules of the plan with such modifications as may be necessary or desirable to take into account local tax, exchange control or securities law in overseas territories, provided that any shares made available under such plans are treated as counting towards the limits on individual and overall participation in the plan
To authorize, for the purposes of Part 14 of the Companies Act 2006, the company and all companies which are, at any time during the period for which this resolution has effect, subsidiaries of the company – Against.
1. to make political donations, to political parties or independent electoral candidates, not exceeding £100,000 in total;
2. to make political donations to political organizations other than political parties, not exceeding £100,000 in total; and
3. to incur political expenditure, not exceeding £100,000 in total; in each case as such terms are defined in Part 14 of the Companies Act 2006. This authority shall continue for the period ending on the date of the annual general meeting to be held in 2016.
To renew, for the period ending on the date of the annual general meeting in 2016 or 16 July 2016, whichever is the earlier, the authority and power conferred on the directors by the company’s Articles of Association (that is either the company’s existing Articles of Association or, if resolution 23 is passed, the company’s new Articles of Association adopted pursuant to that resolution) to allot relevant securities up to an aggregate nominal amount equal to the Section 551 amount of $3,040 million – Against.
To renew, for the period ending on the date of the annual general meeting in 2016 or 16 July 2016, whichever is the earlier, the authority and power conferred on the directors by the company’s Articles of Association (that is either the company’s existing Articles of Association or, if resolution 23 is passed, the company’s new Articles of Association adopted pursuant to that resolution) to allot equity securities wholly for cash: – Against.
1. in connection with a rights issue; and
2. otherwise than in connection with a rights issue up to an aggregate nominal amount equal to the Section 561 amount of $228 million.
To authorize the company generally and unconditionally to make market purchases (as defined in Section 693(4) of the Companies Act 2006) of ordinary shares with nominal value of $0.25 each in the company, provided that: a. the company does not purchase under this authority more than 1.8 billion ordinary shares; b. the company does not pay less than $0.25 for each share; and c. the company does not pay more for each share than 5% over the average of the middle market price of the ordinary shares for the five business days immediately preceding the date on which the company agrees to buy the shares concerned, based on share prices and currency exchange rates published in the Daily Official List of the London Stock Exchange. In executing this authority, the company may purchase shares using any currency, including pounds sterling, US dollars and euros. This authority shall continue for the period ending on the date of the annual general meeting in 2016 or 16 July 2016, whichever is the earlier, provided that, if the company has agreed before this date to purchase ordinary shares where these purchases will or may be executed after the authority terminates (either wholly or in part), the company may complete such purchases – For
To adopt as the new Articles of Association of the company, the Articles of Association set out in the document produced to the meeting and, for the purposes of identification, signed by the chairman, so that the new Articles of Association apply in substitution for and to the exclusion of the company’s existing Articles of Association – For
To authorize the calling of general meetings of the company (not being an annual general meeting) by notice of at least 14 clear days – For
A group of members have requisitioned the circulation of the following special resolution under the provisions of Section 338 of the Companies Act 2006. The supporting statement, supplied by the requisitionists together with the response of the BP board, is set out in Appendix 4. “Special resolution – strategic resilience for 2035 and beyond That in order to address our interest in the longer term success of the Company, given the recognised risks and opportunities associated with climate change, we as shareholders of the Company direct that routine annual reporting from 2016 includes further information about: ongoing operational emissions management; asset portfolio resilience to the International Energy Agency’s (IEA’s) scenarios; low-carbon energy research and development (R&D) and investment strategies; relevant strategic key performance indicators (KPIs) and executive incentives; and public policy positions relating to climate change. This additional ongoing annual reporting could build on the disclosures already made to CDP (formerly the Carbon Disclosure Project) and/or those already made within the Company’s Energy Outlook, Sustainability Review and Annual Report.” See notes on page 15. Note: Resolutions 1 to 20 inclusive will be proposed as ordinary resolutions. For each of those resolutions to be passed, more than 50% of the votes cast must be in favour of the resolution. Resolutions 21 to 25 inclusive will be proposed as special resolutions. For each of those resolutions to be passed, at least 75% of the votes cast must be in favour of the resolution – For

Proxy Vote Update: BP PLC

Phil Ratcliff

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