3rd Mar 2008 15:20
BP PLC03 March 2008 Documents for the BP p.l.c. 2008 Annual General Meeting Annual Report and Accounts 2007Annual Review 2007Notice of 2008 Annual General MeetingProxy formShareholder information cardNotification of availability cardNew Articles of Association (being proposed at the 2008 Annual General Meeting) Copies of the above documents have been submitted to the UK Listing Authorityand will shortly be available for inspection at the UK Listing Authority'sDocument Viewing Facility, which is situated at: Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HSTel: +44 (0)20 7066 1000 Copies of these documents may also be obtained from: The Company Secretary's OfficeBP p.l.c.1 St James's SquareLondonSW1Y 4PDTel: +44 (0)20 7496 4000 From 4 March, these documents (save for the Proxy form and Notification ofavailability card) may also be viewed on: www.bp.com A summary of the principal changes being introduced by the New Articles ofAssociation to be proposed at the upcoming Annual General Meeting, are set outbelow. It is expected that the total of the votes cast by shareholders for or againstor withheld on each resolution will be published on www.bp.com on Monday 21April 2008. Extract from the Notes to the Resolution to amend the Articles of Associationcontained in the BP Notice of Annual General Meeting 2008. At its upcoming Annual General Meeting, the company will be proposing theadoption of new articles of association (the 'New Articles'). These are intendedto replace the company's current Articles of Association (the 'CurrentArticles'). The main reason for the New Articles is to take account of changesin UK company law brought about by the Companies Act 2006 (the 'Act'). Theprincipal changes being proposed in the New Articles are summarized below. 1. Approach to the amendments Those provisions in the Current Articles that may conflict with the Act are tobe amended within the parameters permitted by the Act. The New Articles departfrom the provisions of the Act where the company thinks it appropriate and theAct so permits. The opportunity has also been taken to endeavour to bringclearer language into the New Articles. The Act is, in many instances, more prescriptive than the previous legislationgiving less discretion to companies to adopt their own policies and proceduresin some areas. The Current Articles have been drafted to take advantage of thisflexibility. As a consequence in certain cases the New Articles now simplyrefer to the Act requirements to determine certain issues, e.g. length of noticeto convene meetings. 2. Shares The provisions in the Current Articles relating to authorities under Sections 80and 89 Companies Act 1985 (to allot shares and to issue shares irrespective ofpre-emption rights) will be modified under the New Articles to remove redundantprovisions, so that in each case the amount of the authority in question shallbe as stated in the relevant resolution passed at a general meeting of thecompany. 3. Convening extraordinary and annual general meetings Certain of the provisions in the Current Articles dealing with the convening ofgeneral meetings and the length of notice required to convene general meetingsare being removed in the New Articles as these matters are now subject toexpress provisions in the Act. The provisions in the Current Articles dealing with who is entitled toreceive notice of general meetings are being amended to conform to the newprovisions in the Act. In addition, the provisions in the Current Articlesdealing with the security of meetings are being amended to make plain thecurrent position that attendance at a general meeting is subject to any actionsthe company may be required to take to maintain the security, safety and goodorder of the meeting. 4. Proxies and corporate representatives The provisions in the Current Articles permitting the appointment ofproxies by means of electronic communications are also being clarified inrelation to the appointment of a proxy by means of a CREST uncertificated proxyinstruction (for shares that are uncertificated shares). This has led to anumber of detailed changes and the introduction of a number of new definitions. 5. Directors' interests in contracts The Current Articles provide that a director can be a party to, or interestedin, a transaction or arrangement with the company or in which the company isinterested provided that the director has declared the nature and extent of thedirector's interest. The New Articles contain a new provision that will beeffective from 1 October 2008, which continues to allow directors' interests incontracts that are disclosed but which has been amended slightly to bring itinto line with the Act. 6. Directors' conflicts of interests The Act sets out directors' general duties, which largely codify the existinglaw but include some important changes. Under the Act, from 1 October 2008, adirector must avoid a situation where a director has, or can have, a direct orindirect interest that conflicts, or possibly may conflict, with the company'sinterests. The requirement is very broad and could apply, for example, if adirector becomes a director of another company or a trustee of anotherorganization. The Act allows directors of public companies to authorize conflicts andpotential conflicts, where appropriate, if a company's articles of associationcontain a provision to this effect. The Act also allows articles of associationto contain other provisions for the authorization of directors' conflicts ofinterest so as to avoid directors finding themselves in breach of a duty. The New Articles give the directors authority to approve such situationsand include other provisions to allow conflicts of interest to be dealt with ina similar way to the current position. There are safeguards that will apply when directors decide whether toauthorize a conflict or potential conflict. First, only directors who have nointerest in the matter being considered will be able to take the relevantdecision, and secondly, in taking the decision, the directors must act in a waythey consider, in good faith, will be most likely to promote the company'ssuccess. The directors will be able to impose limits or conditions when givingauthorization if they think this is appropriate. It is also proposed that the New Articles should contain provisionsrelating to confidential information, attendance at board meetings andavailability of board papers to protect a director from being in breach of dutyif a conflict or potential conflict of interest arises. These provisions willonly apply where the situation giving rise to the potential conflict haspreviously been authorized by the directors. It is the board's intention toreport annually on the company's compliance with its procedures for ensuringthat the board's powers to authorize conflicts have operated effectively. 7. Age of directors on appointment The Current Articles provide that a person may be ineligible for appointment asa director or their continuation in office may be inappropriate, on account ofthe director's age. This provision has been removed as it could now contravenethe Employment Equality (Age) Regulations 2006. 8. Co-Chairman The Current Articles contain a provision for the appointment by the directors ofone of their number as Co-Chairman. As this provision is no longer required, ithas been removed from the New Articles. 9. Service of notices and documents Various provisions of the Act that came into force in January 2007 enabledcompanies to communicate with members by electronic and/or websitecommunications if the company had the necessary authorization. A resolution waspassed at last year's annual general meeting to permit the company to takeadvantage of these new provisions. The New Articles now contain amendments toreflect this which will supercede the resolution. The Act provides that, in the absence of a provision in the company'sarticles to the contrary, then the agreement or consent of all the joint holdersof the company's shares is required for the delivery of a notice, documents orinformation to be made in a particular manner. The New Articles will providethat the agreement of the first named joint holder in the register of membersshall be sufficient. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
BP