Corporate governance is not ceremonial. Shareholders will make that clear at BP’s AGM on April 23
INVESTOR BRIEFING
BP will hold its AGM next week; the votes you cast will carry consequence beyond this AGM cycle. Our open letter which concerned board resolution 23 resonated well among investors as reported by Financial Times, The Guardian, Reuters, Responsible Investor and many other media outlets over the last weeks. The FT piece BP’s Exxon emulation lands it in hot wateris a good read.
At the AGM, investors will determine whether BP’s board is accountable to its shareholders; or merely accountable to itself.
We write to address the recent statement published by BP and the related Q&A with Company Chair Albert Manifold. The company has given a response of some length. Its substance is considerably thinner.
First, on exclusion of our resolution, BP advances two grounds:
- It wasn’t designated as a special resolution. No such requirement exists in the Companies Act. Follow This has filed in the same manner at Shell and BP over multiple AGM seasons. Both accepted this for years without objection.
- It isn’t directive or mandatory. The resolution provides a clear direction to the board to disclose specific information to shareholders.
Voting against Resolution 23 is the priority
The board proposes to revoke two sets of shareholder-approved climate disclosure obligations, embedded in BP’s constitution in 2015 and 2019, on the basis that mandatory reporting frameworks have since superseded them. They have not. The obligations revoked by Resolution 23 require BP to describe a Paris-aligned strategy, to assess each new material capital expenditure investment for consistency with Paris Goals, and to disclose anticipated levels of investment disaggregated between oil and gas resources and other energy sources and technologies; none of which is replicated, in whole or in part, by any current or forthcoming mandatory disclosure framework. BP is not removing duplication; it is removing a question it does not wish to answer.
BP’s legal arguments to exclude the resolution
BP advances two grounds for exclusion. Neither withstands scrutiny.
The “designation” argument. BP contends the resolution was defective for want of a special resolution designation. Follow This has filed resolutions under identical procedure across multiple AGM cycles. BP tabled every one of them. Shell has accepted and tabled Follow This resolutions filed under the same framework. The objection now relied upon surfaced only once inclusion became inconvenient. Had BP genuinely considered designation a prerequisite, it would have said so in 2022, and 2023, or 2024 and 2026 when they received the requisition. It did not. It said so in 2026, when the resolution’s content had become sufficiently uncomfortable to warrant a different answer.
The “request” argument. BP asserts that the resolution’s use of the word “request” rather than “direct” renders its effect upon passage uncertain. The Companies Act 2006 imposes no such requirement of linguistic precision; and one would hope that a board supported by multiple silks and a global law firm might have arrived at that conclusion without difficulty.
That the resolution’s operative direction to the board is clear, specific, and intelligible to any ordinary reader is, on reflection, rather the point. If BP genuinely could not discern a direction from the text before it, that is a matter shareholders may wish to weigh when considering the board’s capacity to navigate rather more complex questions; such as, for instance, how the company intends to allocate capital across the energy transition.
The January confirmation
On 26 January 2026, BP confirmed in writing that the threshold for a valid submission had been met. That confirmation is the dispositive fact. If they wanted to indicate numerical threshold or share count, they would have said so. BP issued no correction, no qualification, and no retraction. BP acknowledged a validly requisitioned resolution and subsequently declined to table it. The legal arguments advanced thereafter are rationalization, not reasoning.
The question BP does not want to answer
The resolution asked BP to disclose, under credible energy transition scenarios, how it intends to allocate capital, generate returns, and sustain production in a way that will create shareholder value. It is a reasonable question. It is a question institutional investors are entitled to ask. It is a question BP has declined to put to a vote.
The more probable explanation for that pattern is not procedural scruple. It is that BP does not have a satisfying answer; and so it has ensured the question will not be formally asked.
Resolutions 4, 22 and 24
Vote AGAINST Resolution 4. The Chair holds final oversight of the AGM and the notice of meeting. Accountability for the rejection of our resolution rests here.
Vote AGAINST Resolution 22. Fully virtual AGMs remove the one remaining forum in which shareholders can put questions directly to directors in a public setting. The board’s efficiency argument is, in the current governance context, tone-deaf.
Vote FOR Resolution 24. ACCR’s resolution asks BP to show how it takes a disciplined approach to capital expenditure on upstream projects. Without that disclosure, the board knows something you do not. That asymmetry is not incidental, but structural. We believe a vote in favor is warranted.
Pre-declarations
In a statement released last week, Legal & General Investment Management pre-declared the four votes on these four meaningful resolutions at BP. All these votes are in line with our analysis. The Local Authorities Pension Funds Forum (LAPFF) has come to a similar conclusion as well.
Investors can predeclare their votes on the PRI database.
The record
Co-filers managing over €1 trillion in assets requisitioned a resolution through the statutory procedure. BP confirmed valid filing before excluding the resolution from its notice of meeting. BP is attempting to characterize its exclusion of the resolution as a legal requirement, where it is in fact an infringement of the Board on shareholders’ rights. It has offered a public Q&A with its chair as a substitute for a shareholder vote. That is a clear attempt to limit accountability and transparency.
That is the record. Shareholders should vote accordingly.
