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BP plc – ‘20-F’ for 12/31/23 – ‘EX-97’

On:  Friday, 3/8/24, at 6:05am ET   ·   For:  12/31/23   ·   Accession #:  313807-24-8   ·   File #:  1-06262

Previous ‘20-F’:  ‘20-F’ on 3/10/23 for 12/31/22   ·   Latest ‘20-F’:  This Filing   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/08/24  BP plc                            20-F       12/31/23  214:132M

Annual or Annual-Transition Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 20-F        Annual or Annual-Transition Report by a Foreign     HTML  11.44M 
                Non-Canadian Issuer                                              
 2: EX-2        Plan of Acquisition, Reorganization, Arrangement,   HTML    622K 
                Liquidation or Succession                                        
 3: EX-4.4      Instrument Defining the Rights of Security Holders  HTML     58K 
 4: EX-4.7      Instrument Defining the Rights of Security Holders  HTML     58K 
 6: EX-13       Annual or Quarterly Report to Security Holders      HTML     61K 
10: EX-17       Correspondence re: Departure of a Director          HTML     58K 
11: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     66K 
                Awarded Compensation                                             
 5: EX-12       Statement re: the Computation of Ratios             HTML     66K 
 7: EX-15.1     Letter re: Unaudited Interim Financial Info         HTML     58K 
 8: EX-15.2     Letter re: Unaudited Interim Financial Info         HTML     98K 
 9: EX-15.5     Letter re: Unaudited Interim Financial Info         HTML     57K 
17: R1          Cover                                               HTML    214K 
18: R2          Group income statement                              HTML    127K 
19: R3          Group statement of comprehensive income             HTML    119K 
20: R4          Group statement of changes in equity                HTML    124K 
21: R5          Group balance sheet                                 HTML    185K 
22: R6          Group cash flow statement                           HTML    163K 
23: R7          Significant accounting policies, judgements,        HTML    257K 
                estimates and assumptions                                        
24: R8          Non-current assets held for sale (Notes)            HTML     78K 
25: R9          Business combinations                               HTML     82K 
26: R10         Disposals and impairment                            HTML    141K 
27: R11         Segmental analysis                                  HTML    243K 
28: R12         Sales and other operating revenues                  HTML     72K 
29: R13         Income statement analysis                           HTML     84K 
30: R14         Exploration for and evaluation of oil and natural   HTML     76K 
                gas resources                                                    
31: R15         Taxation                                            HTML    184K 
32: R16         Dividends                                           HTML     86K 
33: R17         Earnings per share                                  HTML    115K 
34: R18         Property, plant and equipment                       HTML    203K 
35: R19         Capital commitments                                 HTML     59K 
36: R20         Goodwill and impairment review of goodwill          HTML    112K 
37: R21         Intangible assets                                   HTML    131K 
38: R22         Investments in joint ventures (Notes)               HTML    215K 
39: R23         Investments in associates                           HTML    142K 
40: R24         Other investments                                   HTML    122K 
41: R25         Inventories                                         HTML     71K 
42: R26         Trade and other receivables                         HTML     78K 
43: R27         Valuation and qualifying accounts (Notes)           HTML     86K 
44: R28         Trade and other payables                            HTML     83K 
45: R29         Provisions                                          HTML    105K 
46: R30         Pensions and other post-retirement benefits         HTML    538K 
47: R31         Cash and cash equivalents                           HTML     66K 
48: R32         Finance debt                                        HTML     96K 
49: R33         Capital disclosures and net debt                    HTML    107K 
50: R34         Leases                                              HTML     82K 
51: R35         Financial instruments and financial risk factors    HTML    221K 
52: R36         Derivative financial instruments                    HTML    463K 
53: R37         Called-up share capital                             HTML    529K 
54: R38         Capital and reserves                                HTML    529K 
55: R39         Contingent liabilities and legal proceedings        HTML     77K 
56: R40         Remuneration of senior management and               HTML     80K 
                non-executive directors                                          
57: R41         Employee costs and numbers                          HTML    538K 
58: R42         Auditor?s remuneration                              HTML     76K 
59: R43         Subsidiaries, joint arrangements and associates     HTML     91K 
60: R44         Events after reporting period                       HTML     60K 
61: R45         Significant accounting policies, judgements,        HTML    310K 
                estimates and assumptions (Policies)                             
62: R46         Significant accounting policies, judgements,        HTML    220K 
                estimates and assumptions (Tables)                               
63: R47         Non-current assets held for sale (Tables)           HTML     75K 
64: R48         Business combinations (Tables)                      HTML     78K 
65: R49         Disposals and impairment (Tables)                   HTML    130K 
66: R50         Segmental analysis (Tables)                         HTML    236K 
67: R51         Sales and other operating revenues (Tables)         HTML     70K 
68: R52         Income statement analysis (Tables)                  HTML     84K 
69: R53         Exploration for and evaluation of oil and natural   HTML     75K 
                gas resources (Tables)                                           
70: R54         Taxation (Tables)                                   HTML    187K 
71: R55         Dividends (Tables)                                  HTML     85K 
72: R56         Earnings per share (Tables)                         HTML    112K 
73: R57         Property, plant and equipment (Tables)              HTML    207K 
74: R58         Goodwill and impairment review of goodwill          HTML    103K 
                (Tables)                                                         
75: R59         Intangible assets (Tables)                          HTML    131K 
76: R60         Investments in joint ventures (Tables)              HTML    210K 
77: R61         Investments in associates (Tables)                  HTML    141K 
78: R62         Other investments (Tables)                          HTML     69K 
79: R63         Inventories (Tables)                                HTML     70K 
80: R64         Trade and other receivables (Tables)                HTML     77K 
81: R65         Valuation and qualifying accounts (Tables)          HTML     84K 
82: R66         Trade and other payables (Tables)                   HTML     80K 
83: R67         Provisions (Tables)                                 HTML    102K 
84: R68         Pensions and other post-retirement benefits         HTML    500K 
                (Tables)                                                         
85: R69         Cash and cash equivalents (Tables)                  HTML     64K 
86: R70         Finance debt (Tables)                               HTML     97K 
87: R71         Capital disclosures and net debt (Tables)           HTML    105K 
88: R72         Leases (Tables)                                     HTML     82K 
89: R73         Financial instruments and financial risk factors    HTML    327K 
                (Tables)                                                         
90: R74         Derivative financial instruments (Tables)           HTML    461K 
91: R75         Called-up share capital (Tables)                    HTML    110K 
92: R76         Capital and reserves (Tables)                       HTML    467K 
93: R77         Remuneration of senior management and               HTML     76K 
                non-executive directors (Tables)                                 
94: R78         Employee costs and numbers (Tables)                 HTML     92K 
95: R79         Auditor?s remuneration (Tables)                     HTML     73K 
96: R80         Subsidiaries, joint arrangements and associates     HTML     91K 
                (Tables)                                                         
97: R81         Significant accounting policies, judgements,        HTML     87K 
                estimates and assumptions - Significant accounting               
                policies: use of judgements, estimates and                       
                assumptions (Details)                                            
98: R82         Significant accounting policies, judgements,        HTML     69K 
                estimates and assumptions - Significant judgement:               
                accounting for interests in other entities                       
                (Details)                                                        
99: R83         Significant accounting policies, judgements,        HTML     69K 
                estimates and assumptions - Intangible assets                    
                (Details)                                                        
100: R84         Significant accounting policies, judgements,        HTML     81K  
                estimates and assumptions - Summary of useful                    
                lives of property, plant and equipment (Details)                 
101: R85         Significant accounting policies, judgements,        HTML    131K  
                estimates and assumptions - Impairment of                        
                property, plant and equipment, intangible assets,                
                and goodwill (Details)                                           
102: R86         Significant accounting policies, judgements,        HTML     62K  
                estimates and assumptions - Significant judgement:               
                supplier financing arrangements (Details)                        
103: R87         Significant accounting policies, judgements,        HTML    104K  
                estimates and assumptions - Provisions and                       
                contingencies, decommissioning, environmental                    
                expenditures and liabilities (Details)                           
104: R88         Non-current assets held for sale - Narrative        HTML     77K  
                (Details)                                                        
105: R89         Non-current assets held for sale (Details)          HTML     99K  
106: R90         Business combinations - Narrative (Details)         HTML     80K  
107: R91         Business combinations - Summary of fair values of   HTML    103K  
                identifiable assets and liabilities acquired                     
                (Details)                                                        
108: R92         Disposals and impairment - Schedule of amounts      HTML     83K  
                recognized in the income statement in respect of                 
                disposals and impairments (Details)                              
109: R93         Disposals and impairment - Schedule of proceeds     HTML     75K  
                and principal gains and losses on disposals by                   
                segment (Details)                                                
110: R94         Disposals and impairment - Narrative (Details)      HTML    192K  
111: R95         Disposals and impairment - Summary of financial     HTML     95K  
                information relating to the sale of businesses                   
                (Details)                                                        
112: R96         Segmental analysis - Narrative (Details)            HTML     58K  
113: R97         Segmental analysis - Results by Segment (Details)   HTML    149K  
114: R98         Segmental analysis - Results by Geographical Area   HTML     72K  
                (Details)                                                        
115: R99         Sales and other operating revenues (Details)        HTML     73K  
116: R100        Income statement analysis - Summary of              HTML    101K  
                non-operating income and expense (Details)                       
117: R101        Exploration for and evaluation of oil and natural   HTML     87K  
                gas resources - Summary of exploration and                       
                evaluation information (Details)                                 
118: R102        Taxation - Disclosure of major components of tax    HTML     78K  
                expense (Details)                                                
119: R103        Taxation - Narrative (Details)                      HTML     78K  
120: R104        Taxation - Disclosure of reconciliation of items    HTML    113K  
                affected by overall tax credit (Details)                         
121: R105        Taxation - Disclosure of movement in net deferred   HTML     70K  
                tax liability (Details)                                          
122: R106        Taxation - Disclosure of deferred tax in the        HTML    119K  
                income statement and the balance sheet by category               
                of temporary difference (Details)                                
123: R107        Taxation - Disclosure of temporary differences,     HTML     83K  
                unused tax credits and unused tax losses (Details)               
124: R108        Taxation - Disclosure of unrecognized deferred tax  HTML     66K  
                or write-down of deferred tax assets (Details)                   
125: R109        Dividends - Narrative (Details)                     HTML     65K  
126: R110        Dividends - Schedule of dividends announced and     HTML     86K  
                paid (Details)                                                   
127: R111        Earnings per share - Earnings per share, basic and  HTML     66K  
                diluted (Details)                                                
128: R112        Earnings per share - Weighted average number of     HTML     76K  
                shares outstanding reconciliation (Details)                      
129: R113        Earnings per share - Narrative (Details)            HTML     70K  
130: R114        Earnings per share - Dilutive effect of share       HTML     76K  
                options (Details)                                                
131: R115        Earnings per share - Dilutive effect of share       HTML     76K  
                units (Details)                                                  
132: R116        Property, plant and equipment - Summary of          HTML    210K  
                property, plant and equipment (Details)                          
133: R117        Capital commitments (Details)                       HTML     65K  
134: R118        Goodwill and impairment review of goodwill -        HTML     78K  
                Disclosure of reconciliation of goodwill (Details)               
135: R119        Goodwill and impairment review of goodwill -        HTML     83K  
                Disclosure of goodwill by segment (Details)                      
136: R120        Goodwill and impairment review of goodwill -        HTML     91K  
                Narrative (Details)                                              
137: R121        Intangible assets - Schedule of intangible assets   HTML    129K  
                (Details)                                                        
138: R122        Investments in joint ventures - Summarized          HTML     72K  
                aggregate financial information of joint ventures                
                (Details)                                                        
139: R123        Investments in joint ventures - Narrative           HTML     89K  
                (Details)                                                        
140: R124        Investments in joint ventures - Summarized          HTML    165K  
                financial information relating to joint ventures                 
                (Details)                                                        
141: R125        Investments in joint ventures - Summarized          HTML    179K  
                financial information relating to the group's                    
                share of joint ventures (Details)                                
142: R126        Investments in joint ventures - Transactions        HTML     69K  
                between group and its joint ventures (Details)                   
143: R127        Investments in associates - Summarized aggregate    HTML    154K  
                financial information of associates (Details)                    
144: R128        Investments in associates - Narrative (Details)     HTML     78K  
145: R129        Investments in associates - Summarized financial    HTML    151K  
                information relating to associates (Details)                     
146: R130        Investments in associates - Summary of              HTML     68K  
                transactions between the group and its associates                
                (Details)                                                        
147: R131        Other investments - Schedule of other investments   HTML     69K  
                (Details)                                                        
148: R132        Inventories - Schedule of inventories (Details)     HTML     77K  
149: R133        Inventories - Narrative (Details)                   HTML     63K  
150: R134        Trade and other receivables - Summary of trade and  HTML     94K  
                other receivables (Details)                                      
151: R135        Valuation and qualifying accounts - Schedule of     HTML     79K  
                valuation and qualifying accounts (Details)                      
152: R136        Trade and other payables - Schedule of trade and    HTML    101K  
                other payables (Details)                                         
153: R137        Trade and other payables - Narrative (Details)      HTML     70K  
154: R138        Provisions - Schedule of provisions (Details)       HTML    118K  
155: R139        Pensions and other post-retirement benefits -       HTML     89K  
                Narrative (Details)                                              
156: R140        Pensions and other post-retirement benefits -       HTML     87K  
                Details of assumptions used to estimate benefit                  
                obligations (Details)                                            
157: R141        Pensions and other post-retirement benefits -       HTML     81K  
                Summary of mortality assumptions (Details)                       
158: R142        Pensions and other post-retirement benefits -       HTML     67K  
                Current asset allocation (Details)                               
159: R143        Pensions and other post-retirement benefits - Fair  HTML    132K  
                value of assets held by the defined benefit plans                
                (Details)                                                        
160: R144        Pensions and other post-retirement benefits -       HTML    306K  
                Analysis of the amounts charged to profit (Loss),                
                Recognized in Other Comprehensive Income, and                    
                Movement in Obligations (Details)                                
161: R145        Pensions and other post-retirement benefits -       HTML     83K  
                Sensitivity analysis and actuarial assumptions                   
                (Details)                                                        
162: R146        Pensions and other post-retirement benefits -       HTML     69K  
                Effect of longevity on expenses and obligations                  
                (Details)                                                        
163: R147        Pensions and other post-retirement benefits -       HTML     85K  
                Expected future benefit payments (Details)                       
164: R148        Cash and cash equivalents - Schedule of cash and    HTML     66K  
                cash equivalents (Details)                                       
165: R149        Cash and cash equivalents - Narrative (Details)     HTML     64K  
166: R150        Finance debt - Summary of current and non-current   HTML     66K  
                borrowings (Details)                                             
167: R151        Finance debt - Narrative (Details)                  HTML     74K  
168: R152        Finance debt - Summary of weighted average          HTML     81K  
                interest rates (Details)                                         
169: R153        Finance debt - Summary of fair value and carrying   HTML     69K  
                value of borrowings (Details)                                    
170: R154        Capital disclosures and net debt - Disclosure of    HTML     82K  
                the net debt ratio (Details)                                     
171: R155        Capital disclosures and net debt - Disclosure of    HTML    106K  
                reconciliation of liabilities arising from                       
                financing activities (Details)                                   
172: R156        Capital disclosures and net debt - Narrative        HTML     61K  
                (Details)                                                        
173: R157        Leases - Narrative (Details)                        HTML     61K  
174: R158        Leases - Disclosure of maturity analysis of         HTML     83K  
                operating lease payments (Details)                               
175: R159        Leases - Disclosure of quantitative information     HTML     66K  
                about right-of-use assets (Details)                              
176: R160        Financial instruments and financial risk factors -  HTML    115K  
                Schedule of financial assets and liabilities                     
                (Details)                                                        
177: R161        Financial instruments and financial risk factors -  HTML    192K  
                Narrative (Details)                                              
178: R162        Financial instruments and financial risk factors -  HTML     73K  
                Summary of credit risk profile of financial assets               
                (Details)                                                        
179: R163        Financial instruments and financial risk factors -  HTML    108K  
                Financial instruments subject to offsetting,                     
                enforceable master netting arrangements and                      
                similar agreements (Details)                                     
180: R164        Financial instruments and financial risk factors -  HTML    114K  
                Schedule of timing of cash outflows (Details)                    
181: R165        Financial instruments and financial risk factors -  HTML     79K  
                Schedule of future cash outflows for derivative                  
                instruments (Details)                                            
182: R166        Derivative financial instruments - Summary of fair  HTML    107K  
                value of derivative instruments (Details)                        
183: R167        Derivative financial instruments - Summary of       HTML    132K  
                maturities of derivative assets and liabilities                  
                (Details)                                                        
184: R168        Derivative financial instruments - Analysis of      HTML    147K  
                fair value derivative sssets and liabilities by                  
                maturity and fair value estimation (Details)                     
185: R169        Derivative financial instruments - Disclosure of    HTML     95K  
                changes in fair value of derivative instruments                  
                (Details)                                                        
186: R170        Derivative financial instruments - Narrative        HTML     81K  
                (Details)                                                        
187: R171        Derivative financial instruments - Fair value of    HTML     73K  
                hedge ineffectiveness (Details)                                  
188: R172        Derivative financial instruments - Carrying and     HTML     73K  
                notional amounts of hedges (Details)                             
189: R173        Derivative financial instruments - Weighted         HTML     66K  
                average exchange rates and sales prices, cash flow               
                hedges (Details)                                                 
190: R174        Derivative financial instruments - Summary of       HTML     71K  
                changes in fair value, hedges used to calculate                  
                ineffectiveness (Details)                                        
191: R175        Derivative financial instruments - Summary of       HTML     69K  
                carrying amount of fair value hedges (Details)                   
192: R176        Derivative financial instruments - Summary of       HTML     86K  
                tenor of nominal amount of hedges (Details)                      
193: R177        Derivative financial instruments - Weighted         HTML     69K  
                average exchange rates of hedges (Details)                       
194: R178        Derivative financial instruments - Accumulated      HTML     73K  
                fair value adjustments of the hedged items                       
                (Details)                                                        
195: R179        Derivative financial instruments - Movement in      HTML    116K  
                reserves related to hedge accounting (Details)                   
196: R180        Called-up share capital - Summary of allotted,      HTML    102K  
                called up and fully paid share capital (Details)                 
197: R181        Called-up share capital - Narrative (Details)       HTML     81K  
198: R182        Called-up share capital - Treasury shares           HTML     77K  
                (Details)                                                        
199: R183        Capital and reserves - Summary of reserves and      HTML    236K  
                other equity interest (Details)                                  
200: R184        Capital and reserves - Narrative (Details)          HTML    106K  
201: R185        Capital and reserves - Summary of pre-tax tax       HTML    136K  
                amounts of component of other comprehensive income               
                (Details)                                                        
202: R186        Contingent liabilities and legal proceedings -      HTML     91K  
                Disclosure of legal proceedings (Details)                        
203: R187        Remuneration of senior management and               HTML     73K  
                non-executive directors - Remuneration of                        
                directors, senior managment, and non-executive                   
                directors (Details)                                              
204: R188        Employee costs and numbers (Details)                HTML     98K  
205: R189        Auditor?s remuneration - Summary of auditor's       HTML     72K  
                remuneration (Details)                                           
206: R190        Auditor?s remuneration - Narrative (Details)        HTML     68K  
207: R191        Subsidiaries, joint arrangements and associates -   HTML    112K  
                Disclosures of interests in subsidiaries, joint                  
                arrangements, and associates (Details)                           
208: R192        Events after reporting period (Details)             HTML     69K  
209: R9999       Uncategorized Items - bp-20231231.htm               HTML     71K  
211: XML         IDEA XML File -- Filing Summary                      XML    446K  
214: XML         XBRL Instance -- bp-20231231_htm                     XML  12.90M  
210: EXCEL       IDEA Workbook of Financial Report Info              XLSX    603K  
13: EX-101.CAL  XBRL Calculations -- bp-20231231_cal                 XML    553K 
14: EX-101.DEF  XBRL Definitions -- bp-20231231_def                  XML   2.97M 
15: EX-101.LAB  XBRL Labels -- bp-20231231_lab                       XML   4.50M 
16: EX-101.PRE  XBRL Presentations -- bp-20231231_pre                XML   3.62M 
12: EX-101.SCH  XBRL Schema -- bp-20231231                           XSD    720K 
212: JSON        XBRL Instance as JSON Data -- MetaLinks              942±  1.54M  
213: ZIP         XBRL Zipped Folder -- 0000313807-24-000008-xbrl      Zip  38.87M  


‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C: 
  a31122023bpex97bpplcmalu  
BP p.l.c. Malus and Clawback Policy 1. INTRODUCTION 1.1 BP p.l.c. (the Company) has adopted this policy (the Policy) to provide for the recovery or “clawback” of compensation from certain executive directors and leadership team members as further set forth herein. The Remuneration Committee of the Company’s Board of Directors (the Remuneration Committee) is empowered to reduce or cancel unvested awards (malus) and vested awards (clawback) under the Company’s incentive plans. 1.2 The Policy has two parts: • Part A of the Policy (the Discretionary Policy) aims to maintain the integrity of the Company’s incentive plans in the eyes of participants and shareholders; ensure fairness to individuals (both in terms of procedure for determining malus and clawback and outcomes); drive consistency of decision making; ensure that decisions can be robustly defended from challenge; and maintain the Company’s ability to attract and retain the highest calibre staff. It has been developed in relation to the exercise of malus and clawback to drive consistency and fairness of application. • Part B of the Policy (the Mandatory Policy) is adopted pursuant to the requirements of Section 303A.14 of the New York Stock Exchange (NYSE) Listed Company Manual. 1.3 The Policy will be administered independently by the Remuneration Committee, whose determinations will be final, binding and conclusive. If the Remuneration Committee determines clawback is mandatory under the Mandatory Policy, the Committee may nevertheless in its discretion impose further penalties under the Discretionary Policy, but may not exercise any discretion to reduce the amount of mandatory clawback under the Mandatory Policy. ***


 
-2- Part B Mandatory Clawback Policy 1. STATEMENT OF POLICY 1.1 The Company shall recover reasonably promptly the amount of erroneously awarded Incentive-Based Compensation (as defined below) in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under applicable securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a Restatement). 1.2 The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Mandatory Policy except to the extent provided under the section entitled “4. Exceptions” herein. 2. SCOPE OF POLICY 2.1 Covered Persons and Recovery Period. This Mandatory Policy applies to all Incentive-Based Compensation received by a person: • after beginning service as an Executive Officer, • who served as an Executive Officer at any time during the performance period for that Incentive-Based Compensation, • while the Company has a class of securities listed on NYSE, and • during the three completed fiscal years immediately preceding the date that the Company is required to prepare a Restatement (the Recovery Period). Notwithstanding this look-back requirement, the Company is only required to apply this Mandatory Policy to Incentive-Based Compensation received on or after 2 October 2023. For purposes of this Mandatory Policy, Incentive-Based Compensation shall be deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure(s) (as defined herein) specified in the Incentive- Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.


 
-3- 2.2 Transition Period. In addition to the Recovery Period, this Mandatory Policy applies to any transition period (that results from a change in the Company’s fiscal year) within or immediately following the Recovery Period (a Transition Period), provided that a Transition Period between the last day of the Company’s previous fiscal year end and the first day of the Company’s new fiscal year that comprises a period of nine to 12 months will be deemed a completed fiscal year. For clarity, the Company’s obligation to recover erroneously awarded Incentive-Based Compensation under this Mandatory Policy is not dependent on if or when a Restatement is filed. 2.3 Determining Recovery Period. For purposes of determining the relevant Recovery Period, the date that the Company is required to prepare the Restatement is the earlier to occur of: • the date the board of directors of the Company (the Board), a committee of the Board, or the officer or officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, and • the date a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. 3. AMOUNT SUBJECT TO RECOVERY 3.1 Recoverable Amount. The amount of Incentive-Based Compensation subject to recovery under this Mandatory Policy is the amount of Incentive-Based Compensation received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. 3.2 Covered Compensation Based on the Company’s Common Share Price or TSR. For Incentive-Based Compensation based on the price of the Company’s common shares or total shareholder return (TSR), where the amount of erroneously awarded Incentive-Based Compensation is not subject to mathematical recalculation directly from the information in a Restatement, the recoverable amount shall be based on a reasonable estimate of the effect of the Restatement on the share price or TSR upon which the Incentive-Based Compensation was received. In such event, the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the NYSE. 4. EXCEPTIONS


 
-4- 4.1 The Company shall recover erroneously awarded Incentive-Based Compensation in compliance with this Mandatory Policy except to the extent that the conditions set out below are met and the Committee has made a determination that recovery would be impracticable: 4.2 Direct Expense Exceeds Recoverable Amount. The direct expense paid to a third party to assist in enforcing this Mandatory Policy would exceed the amount to be recovered; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive- Based Compensation based on the anticipated expense of enforcement, the Company shall make a reasonable attempt to recover such erroneously awarded Incentive-Based Compensation, document such reasonable attempt(s) to recover, and provide that documentation to the NYSE. 4.3 Violation of Home Country Law. Recovery would violate applicable English law where that law was adopted prior to November 28, 2022; provided, however, that before concluding it would be impracticable to recover any amount of erroneously awarded Incentive-Based Compensation based on violation of English law, the Company shall obtain an opinion of English counsel, acceptable to the NYSE, that recovery would result in such a violation, and shall provide such opinion to NYSE. 4.4 Recovery from Certain Tax-Qualified Retirement Plans. Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder. 5. PROHIBITION AGAINST INDEMNIFICATION 5.1 The Company shall not indemnify any Executive Officer or former Executive Officer against the loss of erroneously awarded Incentive-Based Compensation. 6. DISCLOSURE 6.1 The Company shall file all disclosures with respect to recoveries under this Mandatory Policy in accordance with the requirements of all the U.S. federal securities laws, including the disclosure required to be included in applicable Securities and Exchange Commission (SEC) filings. 7. DEFINITIONS 7.1 Unless the context otherwise requires, the following definitions apply for purposes of this Mandatory Policy:


 
-5- 7.2 Executive Officer means the Company’s president, principal financial officer, principal accounting officer (which may be the same individual as principal financial officer, but if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company. Executive officers of the Company’s subsidiaries are deemed Executive Officers of the Company if they perform such policy making functions for the Company. Policy-making function is not intended to include policymaking functions that are not significant. Identification of an Executive Officer for purposes of this Mandatory Policy will include at a minimum executive officers identified pursuant to 17 CFR 229.401(b). The Executive Officers shall comprise the “senior management” identified as such in the Company’s annual report on Form 20-F. 7.3 Financial Reporting Measures means any of the following: (i) measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures, (ii) stock price and (iii) TSR. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC. 7.4 Incentive-Based Compensation means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. 8. AMENDMENT; TERMINATION. 8.1 The Committee may amend this Mandatory Policy from time to time and may terminate this Mandatory Policy at any time, in each case in its sole discretion. 9. EFFECTIVENESS; OTHER RECOUPMENT RIGHTS 9.1 This Mandatory Policy shall be effective as of 1 December 2023. Any right of recoupment under this Mandatory Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company and its subsidiaries and affiliates under applicable law or pursuant to the terms of any similar policy or similar provision in any employment agreement, equity award agreement or similar agreement.


 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:3/8/24IRANNOTICE
For Period end:12/31/2313F-HR,  6-K
11/28/22
 List all Filings 


1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/12/24  BP plc                            F-3ASR      3/12/24   12:797K                                   Donnelley … Solutions/FA


3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/04/16  BP plc                            20-F       12/31/15   10:28M                                    Donnelley … Solutions/FA
 3/03/15  BP plc                            20-F       12/31/14    8:23M                                    Donnelley … Solutions/FA
 3/05/10  BP plc                            20-F       12/31/09    7:4.3M                                   Donnelley … Solutions/FA
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