bp is facing a fresh investor challenge after pension funds behind a blocked climate shareholder resolution said they will vote against a board proposal on climate reporting. The move is designed to signal discontent with bp’s handling of shareholder rights ahead of the company’s annual general meeting on 23 April ET.
The announcement follows BP’s rejection of a legal ultimatum sent by Follow This, the activist group behind the shareholder resolution, after BP declined to include the proposal in its AGM notice. The letter gave BP one week, until 1 April ET, to make amends.
Follow This and 12 of its 16 co-filers are now focusing their protest on resolution 23, a board-backed proposal that asks shareholders to approve the scrapping of two earlier resolutions requiring climate-related disclosures. The group said the vote against resolution 23 is the most relevant way to express disagreement with BP’s current approach to governance and shareholders’ rights.
Shareholders turn to resolution 23
The co-filers said they intend to vote against the proposal and urged other investors with similar concerns to do the same. The institutional investors named in the open letter include Bernische Pensionskasse, Ethos Foundation, and Falkirk Council Pension Fund.
Mark van Baal, chief executive officer of Follow This, said the group is considering different legal avenues after BP rejected the letter before action, and that the protest vote was the best short-term course. He said the focus on resolution 23 reflects concern that BP’s request is “quite a step back” and that investors may be reluctant to vote against an incoming chair or chief executive.
BP now has a new chief executive, Meg O’Neill, as of 1 April ET, while Albert Manifold took over from Helge Lund as board chair after last year’s AGM.
What BP says about the dispute
BP says the earlier climate resolutions are duplicative because they have been overtaken by mandatory disclosure frameworks. The company also says the older requirements do not support the standardised disclosures investors want and detract from the clarity of BP’s reporting. The board has said revocation would be in shareholders’ best interests while reaffirming BP’s commitment to material, comparable disclosures and its net zero ambition.
The dispute centers on two special resolutions passed in 2015 and 2019, which remain part of the company’s constitution. Those resolutions cover topics including the alignment of BP’s strategy with the Paris Agreement, capital expenditure against Paris goals, and metrics on investment allocation. BP wants shareholders to annul them.
Pressure ahead of the April 23 vote
If more than 25% of shareholders vote against resolution 23, it will not pass. Last year, 24% of shareholders voted against it, leaving the outcome this time finely balanced.
The latest step comes after speculation that BP’s move could widen opposition to directors at the AGM, but Follow This and most of its co-filers are concentrating on the board resolution instead. For now, bp faces a clear protest signal from investors who see the clash over climate reporting as a test of governance and shareholder rights.
