Energy with purpose means helping the world reach net zero. 72 BP Annual Report and Form 20-F 2019 Corporate governance Corporate governance Board of directors 74 Executive team 78 The leadership team 80 Introduction from the chairman 82 Board activities in 2019 84 How the board has engaged with shareholders, 88 the workforce and other stakeholders Nomination and governance committee 90 Audit committee 91 Safety, environment and security 96 assurance committee Geopolitical committee 98 Chairman’s committee 99 Directors’ remuneration report 100 Remuneration committee 101 Directors’ statements 128 Energy with purpose Expanding solar Lightsource BP is helping shape the future of global energy delivery by developing solar capacity around the world. • We increased our stake in Lightsource BP to create a 50:50 joint venture in 2019. Lightsource BP highlights in 2019 • Entered the Spanish solar market with the purchase of a 300MW portfolio of solar development projects across six sites. • Signed a long-term agreement to build a 240MW facility, supplying EVRAZ, a US steel company. • Established a presence in Brazil with the purchase of 1.9GW of solar projects in various stages of development. BP Annual Report and Form 20-F 2019 73 Board of directors as at 18 March 2020 Committee membership key Chairman Audit Safety, environment and security assurance Remuneration Geopolitical Chairman’s Nomination and governance Non-executive directors’ tenure Helge Lund Bernard Looney Chairman Chief executive officer Appointed to the board 26 July 2018 (appointed Appointed 5 February 2020 chairman 1 January 2019) Outside interests: Outside interests: Fellow of the Royal Academy of Engineering, Fellow Chairman of Novo Nordisk AS, Operating Advisor to of the Energy Institute, Mentor for FTSE 100 Clayton Dubilier & Rice, Member of the Board of Cross-Company Mentoring Executive Programme Trustees of the International Crisis Group, Member Age: 49 of the European Round Table of Industrialists Nationality: Irish Age: 57 1 – 3 years 5 Career summary: Nationality: Norwegian 4 – 6 years 2 Bernard Looney joined BP in 1991 as a drilling 7+ years 4 Career summary: engineer working in roles in the North Sea, Vietnam Helge served as chief executive of BG Group from and the Gulf of Mexico. Prior to becoming the chief 2015 to 2016, when the company merged with Shell. executive of BP Upstream in April 2016, Bernard held He joined BG Group from Equinor (formerly Statoil) a range of senior roles, including chief operating where he served as its president and chief executive officer of production, managing director BP North Board gender diversity officer for 10 years from 2004. Prior to Equinor, Sea and vice president in Norway and North Sea Helge was president and chief executive officer of infrastructure and BP Alaska. He has led access into the industrial conglomerate, Aker Kvaerner, and has new countries, including Mauritania and Senegal, also held executive positions in the Norwegian high-graded the portfolio with the acquisition of industrial holding company, Aker RGI and the former onshore US assets from BHP Billiton and the sale of Norwegian power and industry company, Hafslund the Alaska business, and created innovative new Nycomed. He worked as a consultant with McKinsey business models, such as Aker BP in Norway. & Company and served as a political adviser for the As chief executive of BP Upstream, Bernard parliamentary group of the Conservative party in oversaw improvements in both process and personal Norway. Prior to joining BP, he was a non-executive safety performances and production grew by 20%. director of the oil service group Schlumberger from There were also significant improvements in both 2016 to 2018, and Nokia from 2011 to 2014. He gender and global diversity. Bernard initiated a Female 5 served as a member on the United Nations group-wide dialogue on mental health in hope of Male 6 Secretary-General’s Advisory Group on Sustainable ‘ending the stigma’ associated with the issue. Energy from 2011 to 2014. Relevant skills and experience: Relevant skills and experience: Bernard has spent his career at BP and has Board nationality Helge has an impressive track record of leadership demonstrated dynamic leadership and vision as he in the oil and gas industry. His open-minded and has progressed through various roles within the forward-looking approach is vital as the industry Company. As part of the appointment process to focuses on the transition to a lower carbon world. becoming the new chief executive officer, Bernard He has deep industry knowledge and global business exceeded at range of aptitude and psychometric experience – not only in the oil and gas industry but testing. During his 10 years as a leader of Upstream, also in pharmaceuticals, healthcare and construction. Bernard saw the segment through one of the most difficult periods in the BP’s history, helping transform the company into a safer, stronger and more resilient business. He was instrumental in a number of workforce based initiatives to promote a diverse and UK 6 inclusive environment. US 3 Non UK/US 2 View the directors’ biographies in full at bp.com/board. 74 BP Annual Report and Form 20-F 2019 Corporate governance Brian Gilvary Dame Alison Carnwath Pamela Daley Chief financial officer Independent non-executive director Independent non-executive director Appointed 1 January 2012 Appointed 21 May 2018 Appointed 26 July 2018 Brian will retire on 30 June 2020. Outside interests: Outside interests: Member of Supervisory Board of BASF SE, Director Director of BlackRock, Inc, Director of SecureWorks, Inc Outside interests: of Zurich Insurance Group, Independent director of Non-executive director of Air Liquide SA, Non- Age: 67 PACCAR Inc, Member of UK Panel on Takeovers and executive director of Barclays PLC, Non-executive Mergers, Trustee of The Economist Group Nationality: American director of Royal Navy Board, Senior independent director of The Francis Crick Institute, Chairman of Age: 67 Career summary: The Hundred Group of Financial Directors (The 100 Pam joined General Electric Company in 1989 as tax Nationality: British Group), Fellow of the Energy Institute; Great Britain counsel and held a number of senior executive roles Age Group Triathlete Career summary: in the company, overseeing a wide range of Dame Alison is a qualified chartered accountant with corporate transactions and serving as senior vice Age: 58 a wealth of financial industry experience obtained president and senior advisor to the chairman in 2013, Nationality: British during an expansive career in London and New York. before retiring from GE. Pam has served as a director In addition to her current appointments, she was of BlackRock since 2014 and of SecureWorks since Career summary: previously Chairman of Land Securities Group plc 2016. She was a director of BG Group plc from 2014 Brian joined BP in 1986 after obtaining a PhD in from September 2004 until July 2018 and served as to 2016 until its acquisition by Shell, a director of mathematics from the University of Manchester. a non-executive director of Barclays PLC from 2010 Patheon N.V. from 2016 to 2017 until its acquisition Following a broad range of roles across the group in to 2012 and Man Group plc from November 2012 to by Thermo Fisher, and was previously a partner at upstream, downstream and trading in Europe and the May 2013. In 2014, Dame Alison was appointed to Morgan, Lewis & Bockius, a major US law firm, US, he became downstream’s commercial director in the order of Dame Commander of the Most Excellent where she specialized in domestic and cross-border 2002. From 2005 until 2009 he was chief executive Order of the British Empire for her services to tax-oriented financings and commercial transactions. of BP’s commodity trading arm and, in 2010, he was business and diversity. appointed deputy group chief financial officer. Brian Relevant skills and experience: was a director of TNK-BP over two separate periods, Relevant skills and experience: Pam is a qualified lawyer with significant from 2003 to 2005 and from 2010 until the sale of Dame Alison has extensive financial experience both management insight obtained from previous senior the business and BP’s acquisition of Rosneft equity as an executive and non-executive director. Dame positions held at companies that operate in highly in 2013. He served on the HM Treasury Financial Alison has chaired significant boards and has deep regulated industries. Pam has a wealth of experience Management Review Board from 2014 to 2017. experience of the workings of investors and the in global business and strategy gained from over 20 finance industry in the City of London. She has years in an executive role at GE. She also has Relevant skills and experience: worked with global organizations and brings this experience in the UK oil and gas industry from her Brian’s broad experience of working across the broad range of skills to the BP board and to the time served on the BG Group plc board. Pam group has provided him with deep insight into BP’s audit committee. contributes important insight to the audit committee assets and businesses. He has been key during from her previous executive experience. In 2019, she BP’s strategy implementation to transform into a joined the remuneration committee, where her ‘value over volume’ business where trading is a key understanding of employee and investor creator of value. His deep understanding of finance perspectives brings value. and trading has been vital in adjusting capital structures and operational costs while ensuring the group continues to be capable of meeting new opportunities. Brian played a major role in overseeing financial aspects of the Gulf of Mexico oil spill, and leading settlement negotiations to resolve outstanding federal and state claims. He also played a lead role in the negotiations around the exit of TNK-BP and investment into Rosneft and led the 2018 acquisition of the BHP onshore Lower 48 assets.