In Ben Mathews’ time as bp’s company secretary, fate has intervened not once but twice. The first time was in May 2019, just three weeks into his new job. Cycling to the train station, he hit a pothole and crashed. “I broke my arm, ended up with multiple fractures in my jaw and needed emergency surgery.”
Ben’s jaw was wired for three months and he had to navigate a new company and job while working from home. He thankfully has made a full recovery, but the accident took him away from preparations for the imminent AGM – the first to be held in Aberdeen.
A year on, and deep into the planning for the 2020 AGM, fate has intervened again – this time, with the global coronavirus pandemic that has locked down movement all over the world.
Rising to the challenge, Ben has been masterminding bp’s first-ever online AGM – to ensure the company meets its legal obligations to hold a gathering of interested shareholders every year – and to allow shareholders to hear directly about the company they own from the people they have entrusted to govern and run it.
Typically, executive and non-executive members of the board attend to provide shareholders with an update on the company’s activities over the previous 12 months. Shareholders then ask questions about – and vote on – resolutions put to them.
“Gathering everyone in one room is a concept that dates back to the Victorian times,” says Ben, “but it’s typically the chance for our individual shareholders to come along and have their say. You don’t tend to find institutional investors at an AGM as they’re covered off in our regular investor relations activity.”
In the past, bp has held these meetings at various locations, including the Excel Centre in London’s Docklands – better known by many for the past few weeks as the first of several ‘Nightingale’ hospitals that were stood up to help the UK’s National Health Service cope with the expected rise in coronavirus patients.
“The legal requirement to hold a meeting hasn’t gone away in the crisis,” Ben says. “We’ve been working with the British government on emergency legislation to allow for a more flexible interpretation. However, it’s not yet been passed into law.”
In other words, bp still needs to find a way to gather together the minimum number of people in a room to legally constitute an AGM. “In our case,” says Ben, “we need five shareholders physically present in person or by proxy.” That’s quite different from the 500 people on average who would normally attend.
Ben also faces the unexpected challenge of appointing a chairman of the AGM, since bp’s chairman, Helge Lund, is currently in his home country, Norway. Although Helge will attend via video link, the law requires a chairman in the room with senior independent director, Sir Ian Davis, taking on the role. “Five of us will most likely meet in our presentation room at our London headquarters and we’ll webcast the whole thing, take pre-submitted questions from shareholders and then move on to the voting,” says Ben.
There could also be benefits to the way in which companies hold AGMs in future, says Ben: “I see the future of the AGM being primarily virtual. This might involve a secure, two-way webcast in which shareholders from around the world, who may not be able to otherwise attend an AGM, will be able to ask the board questions and engage in ways not thought possible before. I think this pandemic has shown that virtual meetings will become the new norm in our daily lives. For shareholder meetings, this would not only improve efficiency but also allow for greater levels of participation and engagement amongst our shareholders.
Ben Mathews, bp company secretary
“There’s a balance to be struck, though, and it will probably need some aspects of the law to be rewritten, but I think there’s a conversation to be had with the government here about how we get the AGM to move with the times. The current pandemic has proven the point!”
And while Ben may be fairly new to bp, this self-confessed governance geek has plenty of experience, thanks to leadership roles at HSBC, Rio Tinto and BG Group. He’s also the chair of the GC100 – the association of general counsel and company secretaries of FTSE 100 companies in the UK – and he’s vice chairman for an equivalent European corporate governance forum.
“The idea of corporate governance has really evolved over the years and is an integral part of how a company operates,” he says. “What I liked about my time at BG Group and Rio in particular was the relationships we built in the communities where we operated, the global nature of those operations and the size and scale of end-to-end supply chains we built. Those aspects appealed to me when the chance to join bp came up.”
Like AGMs, the role of company secretary was borne out of the Industrial Revolution, when company law first really started to develop and the concept of a corporation and separate legal entity was created. At its heart, says Ben, the job is to act as a “servant to the board. Our directors have a responsibility to the business, but you still need someone who looks after the obligations of the legal entity. The chairman is there to lead the board in a smooth, efficient manner. I’m there to support him. Some people describe this job as being the company’s conscience. I’m the ex-officio chief governance officer – that’s quite a job!”
That said, there’s nothing antiquated about the job at the moment. Remote or virtual working “usually involves haring from meeting to meeting; it’s ruthlessly efficient,” he says.
Even without the new working conditions, under Ben’s watch, the job is also changing. He is rewriting the company’s governance principles to align with our new purpose and strategic priorities, and working with Helge to build a resilient bridge between the company secretary’s office, the business, and stakeholder groups, including our employees, our shareholders and special interest groups, such as Follow This and Climate Action 100+.
That desire to build bridges not only reflects the journey that bp has been on over the past decade, but it’s necessary, says Ben, if we are to successfully navigate our way through the energy transition and deliver on our ambition and aims.
“I have loved the honesty of our conversations with institutional investors over the past year,” he says, “and I think we’ve gained a lot of credibility since Bernard launched our new purpose in February. I think we set the bar high.”
The issue now, of course, is that bp must follow through on its aims and, since February, there have been calls for more detail. “That’s understandable,” says Ben. “We’re working to provide that detail, but this is long-term change we’re talking about – a multi-decade transition – albeit with even greater focus than we thought in February due to the current pandemic.
“We’re living through a period of enormous change, but I think we have an amazing opportunity in front of us and I look forward to my team playing a key role in providing continuity and confidence as bp strives to achieve its ambition.”