BP denies shareholders a vote on a validly filed resolution and tries to backtrack on climate disclosures, Follow This and 12 Investors highlight their concerns about RESOLUTION 23 at its AGM on April 23rd
INVESTOR BRIEFING
Today, in an open letter to the board of BP, Follow This and 12 investors have announced to vote against resolution 23 at BP’s AGM.
BP has refused to put a validly filed shareholder resolution to a vote. Rather than addressing the governance dissatisfaction that defined last season, the Board is asking you to erase the mandates that gave rise to it. Along with 12 co-filers of the blocked resolution, we want to make clear that investors can voice their concerns at the AGM on 23 April.
Resolution 23 would revoke the supermajority mandates from 2015 and 2019. We recommend investors oppose it.
BP’s backtracking on its climate commitments contributed directly to the dissatisfaction that saw over 24% of investors vote against the previous Chair. The new Board’s response is not to address that dissatisfaction but to remove the disclosure resolutions that gave rise to it. Resolution 23 would revoke two previously approved resolutions, lowering disclosures material to portfolio analysis and erasing commitments that were, until recently, regarded as best practice. It runs directly counter to the intent of our resolution.
As a special resolution, it requires a 75% majority. With last year’s dissent levels, that threshold may not be met. Striking it down sends a clear message.
A vote AGAINST Resolution 23 is warranted by every voice that expressed concern last year, and by every investor concerned by the present Board’s infringement upon their rights.
Our disclosures resolution is more pressing than ever
The present geopolitical environment accelerates the urgency. Supply-driven price shocks, including those arising from the Iran crisis, are increasingly understood to accelerate demand destruction; higher prices weigh on consumption, raise recession risks, and precipitate structural decline in oil demand. The critical difference from prior shocks is the availability of cost-competitive, scalable alternatives. EVs, batteries, and solar are present realities, not prospective ones.
Whether BP has adequately disclosed its strategic planning under these scenarios is not less relevant than when we filed. It is more so.
Without precedent
Follow This has filed shareholder resolutions under the UK Companies Act since 2016. This is the sixteenth in the UK and the sixth at BP. BP accepted the previous five. In 2020, Follow This withdrew our resolution after we agreed with BP to collaborate on a resolution for the 2021 AGM, as announced in a joint press release.
BP confirmed that the relevant threshold for valid submission of this resolution had been met; then claimed the resolution does not comply with the Companies act or its Articles of association, and that the Board possesses discretion to exclude it. Having reviewed the Companies Act and BP’s Articles, Follow This maintains that the resolution complies with both, and that no such discretion exists.
Shell confirmed the validity of an almost identical resolution and will include it in its Notice of Meeting on 19 May 2026.
Quotes by investors
Robert Hulme, ESG Manager of the West Yorkshire Pension Fund comments: “The late and great Sir Adrian Cadbury had an elegant turn of phrase for every governance failure, his “Transparency is the cornerstone of trust” would seem appropriate here. BP must publicly explain why they have chosen to trample on shareholder’s rights, or lose the faith of institutional investors .”
Sara E. Murphy, Director, System-Level Investing at Sierra Club Foundation said: “Diversified investors depend on companies to manage risks that affect the broader economy, including the transition to a low-carbon energy system. BP’s decision to block our valid shareholder resolution raises serious concerns about accountability and shareholder rights. Investors must be able to ask how companies plan to create long-term value in a changing energy system.”
“BP’s decision to refuse to table this validly filed resolution is a serious violation of shareholders’ fundamental rights,” says Vincent Kaufmann, CEO of the Ethos Foundation. “The right to place an item on the AGM agenda and submit a resolution for a vote is a cornerstone of shareholder democracy, it enables investors to raise sensitive issues, force debate, and hold boards accountable. Without it, the AGM becomes little more than a rubber-stamping exercise. Every investor, whatever their position on the underlying issue, should be concerned when a company sets such a precedent.”
“This decision will send a chill down the spine of responsible investors. It is a deeply troubling indication of the company’s growing disregard for both our planet and its shareholders,” says Gavin Grant, chair of independent proxy adviser PIRC. “In a single move, the company has managed to sacrifice shareholder rights, climate resilience, and long-term returns all in the hope of insulating its board from short-term pressures.”
Investors can predeclare their votes on the PRI database.
Three further resolutions deserving a dedicated vote
AGAINST Resolution 4 (Election of Albert Manifold as director). The Chair holds final oversight of the AGM and the notice of meeting. Accountability for the rejection of our resolution rests here.
AGAINST Resolution 22 (New Articles of Association). The proposed changes would grant the Board authority to hold entirely electronic meetings, reducing direct interaction with shareholders.
FOR Resolution 24 (ACCR Resolution on Upstream Capital Expenditure Disclosures). A disclosure resolution requesting that BP justify its upstream oil and gas spending. It warrants support. You can learn more about this through ACCR’s dedicated webinar.
List of co-filing investors
The resolution at BP was co-filed by a group of 16 investors who manage over €1.0 trillion in assets. The following investors have publicly disclosed their co-filing of the resolution:
- Bernische Pensionskasse
- Ethos Foundation
- Falkirk Council Pension Fund
- Groupama AM
- La Financière de l’Echiquier
- Lothian Pension Fund
- Mercy IS
- Ofi Invest AM
- Ostrum AM
- Pensionskasse Stadt Zürich
- Sierra Club Foundation
- West Yorkshire Pension Fund
