At bp we believe in strong governance, transparency and meaningful engagement with our shareholders. This is fundamental to our management culture and guides our approach to long-term value creation. Based on these principles, we wanted to address some issues raised by the shareholder proxy advisory firms Glass Lewis and ISS in relation to our upcoming AGM.
We welcome support from Glass Lewis on resolution 22 (amending bp’s articles of association to allow for virtual AGMs) and from ISS on resolution 24 (shareholder proposal on additional capital expenditure disclosures). However we disagree with Glass Lewis’s advice on resolutions 4, 23 and 24, and with ISS’s advice on resolutions 22 and 23. We also observe that the two major advisory firms are divided on some of the key issues.
To ensure that shareholders are fully informed, we are setting out the reasoning behind the board’s own voting recommendations.
Glass Lewis recommendation to vote against resolution 4 (election of Albert Manifold as director)
Albert Manifold became bp chair seven months ago following a successful tenure as CEO of a leading global building materials company. He has a long track record of significant value creation as well as extensive experience in embedding decarbonization and circularity standards into company strategy. As bp chair, he acted decisively with the board to appoint Meg O’Neill as bp CEO, while bringing a renewed – and much welcomed – focus on simplification and cost discipline. He has also consistently championed strong governance at bp, entering into an extensive and ongoing dialogue with our largest shareholders since joining the board.
We therefore urge shareholders to vote in favour of Albert Manifold’s election as bp chair.
In its recommendation to vote against, we note that Glass Lewis gives considerable weight to the views of the activist group Follow This. The group claims that bp has taken ‘unprecedented action’ in refusing to table one of its proposals at the AGM, characterizing this as an ‘attack on shareholders’ rights.’
We strongly reject this characterization. The board welcomes shareholder resolutions at our AGM, including those that may challenge our strategy. And the board is clear that all legally valid resolutions that properly meet the legal requirements will be put to shareholders, as is the case with ACCR’s resolution (see below). However, to be legally valid, any resolution must comply with the requirements of UK company law and bp's constitution. The Follow This proposal does not, for the following reasons:
It fails to specify that their resolution should be tabled as a special resolution, as required by law and bp’s articles of association
It fails to propose a resolution that is directive or mandatory, as required by law and bp’s articles of association.
Having carefully evaluated the proposed resolution and taken advice from external legal counsel, the board has determined that the resolution, if passed, would create uncertainty and distract from our overarching strategic objective: to simplify and strengthen bp and focus on creating value for shareholders. For these reasons, we believe that the rejection of a defective and legally invalid resolution is warranted and should have no bearing on the election of the chair.
ISS recommendation to vote against resolution 22 (new articles of association including the option of virtual shareholder meetings)
Resolution 22 gives bp the option to hold a fully online AGM should the board choose to do so in future. While purely an option at this stage, we believe there are compelling arguments in favour of the online format.
First, it enables greater shareholder participation across different geographies, time zones and respects mobility constraints.
Second, in line with our drive to simplify the company, it reduces cost, complexity and risk (including security and disruption), meaning management can spend more time on performance and delivery. We therefore recommend shareholders vote in favour.
Glass Lewis and ISS recommendation to vote against resolution 23 (revocation of shareholder resolutions 22 and 25)
Resolution 23 revokes two sets of climate disclosure obligations which became part of bp’s constitution in 2015 and 2019. These legacy reporting obligations were adopted in very different circumstances – before the introduction of mandatory reporting requirements such as the TCFD recommendations, and before we set out our ambition to become a net zero company by 2050.
Based on our discussions with shareholders, it’s evident that investors want standardized disclosures that allow for clearer and more meaningful comparisons between companies. Maintaining multiple overlapping reporting obligations (some of which are unique to bp) does not support that aim, especially with further climate-related reporting requirements approaching. Resolution 23 removes unnecessary duplication and cost burdens without impacting our net zero ambition. bp therefore urges shareholders to vote in favour of the resolution.
Glass Lewis recommendation to vote for shareholder resolution 24 (ACCR’s proposal on capital discipline disclosure)
ACCR’s proposal would require bp to provide detailed project-level disclosures on how we assess all upstream oil and gas investment decisions.
We already provide comprehensive disclosures on capital spending and principal risks in the 2025 bp Annual Report. ACCR’s suggestion would require prescriptive project-by-project metrics with large carveouts for commercially sensitive information. This would present an incomplete and misleading picture of how company decisions are actually made. To help markets make sense of incomplete data we would have to provide additional context and commentary that would move bp further away from the standardized metrics that investors say they want. We therefore recommend that shareholders vote against this proposal, as do ISS.
Conclusion
In the last twelve months we have made significant progress on cost, debt reduction, project delivery and exploration success. The goal is clear: a simpler, stronger and more valuable bp. The steps we are taking to achieve that goal are working. The board’s voting recommendations are firmly in support of that goal.
We look forward to reconnecting with our shareholders at the AGM.
