Last checked at 12 Aug 2020 14:00
BP p.l.c.
Notification of transactions of persons discharging managerial responsibility or person closely associated
EDIP performance shares 2020-2022 award
BP p.l.c. (the "Company") announces that, on 11 August 2020, conditional performance share awards (the "Awards") were made under the BP Executive Directors' Incentive Plan (the "Plan"). The Awards follow the approval by shareholders of the directors' remuneration policy (the "Policy") and Plan rules at the annual general meeting held on 27 May 2020.
In assessing the pricing of these awards, as well as the performance conditions attaching to them, the Remuneration Committee (the "Committee") has carefully considered recent market conditions, the new strategy, targets and aims to achieve bp's net zero ambition, as announced on 4 August 2020, whilst also having regard to the interests of investors with whom it has consulted.
Level of award
The Committee has decided to maintain award levels at 500% of base salary for the chief executive officer and 450% for the chief financial officer, in line with the Policy, and in calculating the number of bp shares over which these awards have been made, has decided to apply the average price of bp shares over the 90 dealing days prior to the grant date. In determining these factors, the Committee has been very mindful of investor views regarding the appropriateness of the pricing at which shares are granted and hence the number of shares awarded. In selecting 90 dealing days as the basis for pricing, the Committee reviewed share price data for other time periods and concluded that 90 days represents a reasonable basis for the grants. In tracking the performance conditions attaching to these awards, the Committee commits to shareholders that it intends to be guided by the shareholder experience over the course of the three-year performance period (2020-2022). Recipients of these Awards are being advised that the Committee retains discretion to adjust the formulaic reward outcome at the time of vesting should it not reflect the shareholder experience over the performance period or be otherwise inconsistent with the magnitude of award contemplated.
Performance conditions
As set out in the Policy, Awards will vest relative to performance achieved against a combination of the following financial and strategic measures:
· Relative total shareholder return (40%) assessed against a benchmarking group, comprising Chevron, Eni, Equinor, Exxon, Repsol, Shell and Total;
· Return on average capital employed (30%). This will be assessed on a three-year average basis, with no adjustment for market conditions; and
· Low carbon/energy transition (30%).
More details, including the specific targets for the low carbon/energy transition category will be outlined after the capital markets day in September and included in the 2020 bp Annual Report and Form 20-F.
Number of shares subject to award
Name | Award |
Bernard Looney | 2,076,677 ordinary shares |
Murray Auchincloss | 999,201 ordinary shares |
These awards will vest in three years and in proportion to the outcomes measured through the performance scorecard, with a holding period that requires the shares to be retained for a further
three years.
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Bernard Looney | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief executive officer / Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | BP p.l.c. | ||||
b) | LEI | 213800LH1BZH3DI6G760 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of $0.25 GB0007980591 | ||||
b) | Nature of the transaction | 2,076,677 restricted share units (in the form of ordinary shares) awarded under the BP Executive Directors' Incentive Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Volume - Price - Total |
2,076,677 Nil consideration. Market value £3.13 Nil. Market value £6,499,999.01 | ||||
e) | Date of the transaction | 11 August 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name | Murray Auchincloss | ||||
2 | Reason for the notification | |||||
a) | Position/status | Chief financial officer / Director | ||||
b) | Initial notification/Amendment | Initial notification | ||||
3 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | BP p.l.c. | ||||
b) | LEI | 213800LH1BZH3DI6G760 | ||||
4 | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
a) | Description of the financial instrument, type of instrument Identification code | Ordinary shares of $0.25 GB0007980591 | ||||
b) | Nature of the transaction | 999,201 restricted share units (in the form of ordinary shares) awarded under the BP Executive Directors' Incentive Plan. | ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information - Volume - Price - Total |
999,201 Nil consideration. Market value £3.13 Nil. Market value £3,127,499.13 | ||||
e) | Date of the transaction | 11 August 2020 | ||||
f) | Place of the transaction | Outside a trading venue | ||||
This notice is given in fulfilment of the obligation under Article 19 of the Market Abuse Regulation.