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Governance report 2018

Each year the board reports on the governance of the company and the work of the committees. The governance report is published as part of the Annual Report and Accounts. You can download the full report or extracts from this page.
BP’s culture is well grounded with the right values and behaviours embedded by the board and the senior leadership.Helge LundChairman

It is now nine months since I joined BP, initially as a non-executive director. In that time, my experience has confirmed the very positive impression of BP's culture and values I arrived with. Based on my time spent in the business, the values of safety, respect, excellence, courage and one team are clearly embedded and genuinely lived. I see a culture that is grounded, responsible and humble – by which I mean one where people have confidence in their capabilities and the strategy, but not complacency or arrogance, and with a strong desire to learn and develop. I firmly believe that is the right combination for maintaining safe operations, earning the trust of stakeholders and embracing the challenges and opportunities the energy transition presents. A priority for my chairmanship is to see that the board continues to help sustain and evolve this positive culture by having the right capability around the table and the right engagement with stakeholders outside the boardroom. 

Board capability 

BP's board has evolved considerably during Carl-Henric Svanberg's tenure. Together we will look to continue its development and find the right balance of continuity and renewal. In my letter in the Annual Report, I mentioned Dame Alison Carnwath and Pamela Daley joining the board in 2018, and that this year we are losing the distinguished services of Admiral Frank Bowman and Alan Boeckmann.
Ian Davis is now in his 10th year as a director and continues as our senior independent director, having held this role since 2017. I have huge respect and regard for Ian's skills and experience and, to provide the continuity that I believe is critical I have asked him to extend his service to at least the AGM in 2020. Ian continues to demonstrate constructive challenge and engagement both in the board and with executive management. The board therefore retains complete confidence in Ian's independence and supports his re-election in this capacity. 

Governance and remuneration processes 

We have spent considerable time evaluating the work of the board and its committees, for which we also brought in external expertise to facilitate our discussions. This was a very valuable exercise and resulted in a number of recommendations that I am considering with the board, and certain changes to our ways of working have already been made. Details of these changes will be included in a revised set of board governance principles to be published later this year. 

Looking outwards, there were changes to UK legislation and governance requirements during 2018 that have now come into effect. In particular, the board is required to understand more deeply the engagement it has with both our people and with our wider community of stakeholders. As a board, we fully support this – it builds on the work we already do, and we will continue to evolve and enhance this engagement and provide more detail next year. 

Our oversight of the significant risks (such as operational, compliance and cyber security) facing BP continues. Both the audit committee and the safety, ethics and environmental assurance committee (SEEAC) continue to review these in depth and receive assurance from management as to how they are understood and mitigated to the level of risk acceptable to the board. In this regard, I want to once again pay tribute to the exceptional service over many years of Alan Boeckmann and Admiral Frank Bowman on the SEEAC and welcome Nils Andersen to the role of SEEAC chair. Brendan Nelson continues to chair the audit committee and brings enormous financial and regulatory experience and expertise to the role. I also want to thank Sir John Sawers for all his work chairing the geopolitical committee. John brings unique insight and experience to his role and the committee does important work overseeing significant political and related risks in key geographies where BP operates. 

The nomination and governance committee continues to review the skills that we need while always considering diversity and the need for independent thinking and challenge. The committee will also continue to review the size of the board to confirm that it is appropriate with a good mix of skills, experience and knowledge and the ability to maintain appropriate oversight of the executive team and provide constructive challenge and support. 


Executive remuneration remains a significant issue and we appreciated the strong support that was given to our remuneration report at last year's AGM. This was the second year in which our three-year policy, developed following extensive engagement with shareholders, was in effect. Paula Reynolds is working with the remuneration committee in implementing that policy this year and to develop the new three-year policy for which shareholder approval will be sought in 2020. Paula is currently in the process of reducing her directorship commitments with other companies during 2019 to ensure that she can retain her strong focus on chairing the remuneration committee. 


You will see from Paula's report in the Annual Report that the committee continues to exercise appropriate discretion in relation to executive remuneration. From 2019 we are linking BP's progress towards one of our emissions reduction targets to the remuneration of a significant number of our employees, including executive directors. 


Engaging with stakeholders 

Remuneration is just one issue where I believe dialogue is invaluable, and I will continue to encourage the board to meet with a range of stakeholders, including investors, partners, and our people, and gain first-hand experience of BP's businesses and operations around the world. Over the past year, board members visited BP operations in the US, UK and Oman and individual members also took opportunities to visit BP sites when travelling and pursuing their other interests and business activities. Personally, I have already visited our operations in several countries including in the UK, the US, China, Oman and the Netherlands. I look forward to making many more visits this year and sharing my observations and reflections in due course. 


Finally, I am grateful to Bob, the executive team, our employees and my colleagues on the board for all of their hard work, their commitment to BP and for the way that they have so warmly welcomed me into the company. I am excited for our future.


Helge Lund