The board has defined its responsibilities and an additional range of matters on which decision-making is reserved to itself – both of which are set out in its terms of reference. For full details please click on the link below.
The board’s ways of working
To help the board fulfil its responsibilities consistent with its terms of reference, board meetings are structured around four pillars: strategy, performance, people and governance:
Strategy
Strategy is a core part of the board’s role. Working alongside the CEO and bp leadership team, the board shapes and ultimately sets bp’s purpose, strategy and values. The board reviews and assesses the strategy at board meetings as we work towards delivering our targets and aims.
Performance
bp is committed to performing while transforming. To operate safely and reliably as we deliver on our strategy, the board reviews and seeks assurance of bp’s performance against the strategy and annual plan.
People
The board assesses and monitors bp’s culture to ensure alignment with the company’s purpose, strategy and values. The board recognizes the importance of effective engagement with shareholders and other stakeholders and encourages participation from these groups. This includes seeking meaningful and regular dialogue with our workforce.
Governance
The board requires the CEO to oversee the implementation of a comprehensive system of internal controls and it reviews bp’s internal control and risk management frameworks. The board is accountable for ensuring that the company’s corporate governance is in line with its duties under UK corporate law, the FRC’s Corporate Governance Code, bp’s articles of association and its internal governance structure.
As part of the governance structure and in accordance with the Corporate Governance Code the board has documented the responsibilities of the chair of the board, the CEO and the senior independent director. These can be found below:
Board inclusion policy
The board believes that better decision-making and better overall outcomes can be achieved when people from different backgrounds with different perspectives come together with a common ambition.
Board committees
The board has established four committees, some of which have roles that are prescribed under the UK’s corporate governance code, with the aim of supporting the board in fulfilling its responsibilities. These are the safety and sustainability committee, audit committee, nomination and governance committee and people and remuneration committee.
Each committee operates under its own terms of reference together with a set of terms applicable to all the committees. The terms have been tailored to support the board and to enable more detailed, deeper-dive reviews to be undertaken in particular areas when required. Their differing responsibilities are set out in summary below. For full details please click on the relevant terms of reference.
The safety and sustainability committee has oversight of the management of the safety and sustainability matters, including the relevant systems and processes, focusing on those which it considers to be most potentially material from time to time.
The 'Safety and Sustainability Matters’ are:
process safety, personal safety, environmental and related operational risks;
security risks;
product quality;
digital infrastructure, cyber security and data risks; and
the effectiveness of implementation of bp’s sustainability frame, including the implementation of bp’s net zero ambition and associated aims and targets.
Dave Hager
Independent non-executive director
Satish Pai
Independent non-executive director
Johannes Teyssen
Independent non-executive director
The audit committee monitors and reviews the effectiveness of bp’s financial reporting, the integrity of bp’s external and internal audit processes and the effectiveness of the system of internal control, being bp’s risk management and internal control framework.
Tushar Morzaria
Independent non-executive director
Hina Nagarajan
Independent non-executive director
Ian Tyler
Interim chair
The nomination and governance committee leads the process for appointments to the board. This includes satisfying itself that plans are in place for an orderly succession to the board and bp leadership team and overseeing the development of a diverse pipeline of succession.
The committee also reviews developments in law, regulation and evolving practice relating to corporate governance.
Dame Amanda Blanc
Senior independent director
Hina Nagarajan
Independent non-executive director
Johannes Teyssen
Independent non-executive director
The people and remuneration committee determines the directors’ remuneration policy and sets the chair, executive director, bp leadership team and, as appropriate, other executive remuneration.
It reviews workforce remuneration and monitors related policies, satisfying itself that incentives and rewards are aligned with bp’s purpose, strategy, beliefs, behaviours and culture.
The committee also reviews workforce policies and practices and monitors their consistency with bp’s purpose, strategy, beliefs and behaviours, in line with bp’s culture framework.
Dame Amanda Blanc
Senior independent director
Tushar Morzaria
Independent non-executive director
Ian Tyler
Interim chair
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