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BP » Topics » Votes and Directors interests

These excerpts taken from the BP 6-K filed May 22, 2008.

Votes and Directors’ interests

110     (A)     Save as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.

(B)     Subject to the provisions of the Statutes, and subject always to the provisions of Article 96, a Director shall (in the absence of some other material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning any of the following matters, namely:

(i)     the giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;

(ii)     the giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;

(iii)     any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;

(iv)     any proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or otherwise howsoever, provided that he (together with persons connected with him within the meaning of Section 252 of the Companies Act 2006) is not the holder of or beneficially interested in one per cent. or more of the issued

shares of any class of such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed for the purposes of this Article 110 to be a material interest in all circumstances);

(v)     any proposal concerning the purchase and/or maintenance of any insurance policy under which he may benefit.

(C)     Where proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting under Article 96 or sub-paragraph (B)(iv) of this Article 110) shall be entitled to vote (and be counted in the quorum) in respect of each resolution except that concerning his own appointment.

(D)     If any question shall arise at any time as to the materiality of a Director’s interest or as to the entitlement of any Director to vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the nature or extent of the interests of such Director has not been fairly disclosed.

(E)     The Company may by ordinary resolution suspend or relax the provisions of this Article 110 to any extent or ratify any transaction not duly authorised by reason of a contravention of this Article.

(F)     For the purposes of this Article 110:

(i)     subject to sub-paragraph (iii) below, an interest of a person who is connected with a Director (within the meaning of Section 252 of the Companies Act 2006) shall be treated as an interest of that Director;

(ii)     a general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the Director has an interest in any such transaction or arrangement of the nature and extent so specified, but not otherwise; and

(iii)     an interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his.

Votes
and Directors’ interests


110     (A)     Save
as herein provided, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he
has any material interest otherwise than by virtue of his interests in shares or debentures or other securities of or otherwise in or
through the Company. A Director shall not be counted in the quorum at a meeting in relation to any resolution on which he is debarred
from voting.



(B)     Subject
to the provisions of the Statutes, and subject always to the provisions of Article 96, a Director shall (in the absence of some other
material interest than is indicated below) be entitled to vote (and be counted in the quorum) in respect of any resolution concerning
any of the following matters, namely:



(i)     the
giving of any security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the
benefit of the Company or any of its subsidiaries;



(ii)     the
giving of any security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for
which he himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;



(iii)     any
proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for
subscription or purchase in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;



(iv)     any
proposal concerning any other company in which he is interested, directly or indirectly and whether as an officer or shareholder or
otherwise howsoever, provided that he (together with persons connected with him within the meaning of Section 252 of the Companies
Act 2006) is not the holder of or beneficially interested in one per cent. or more of the issued





shares of any class of such company
(or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company
(any such interest being deemed for the purposes of this Article 110 to be a material interest in all circumstances);



(v)     any
proposal concerning the purchase and/or maintenance of any insurance policy under which he may benefit.



(C)     Where
proposals are under consideration concerning the appointment (including fixing or varying the terms of appointment) of two or more
Directors to offices or employments with the Company or any company in which the Company is interested, such proposals may be divided
and considered in relation to each Director separately and in such case each of the Directors concerned (if not debarred from voting
under Article 96 or sub-paragraph (B)(iv) of this Article 110) shall be entitled to vote (and be counted in the quorum) in respect of
each resolution except that concerning his own appointment.



(D)     If
any question shall arise at any time as to the materiality of a Director’s interest or as to the entitlement of any Director to
vote and such question is not resolved by his voluntarily agreeing to abstain from voting, such question shall be referred to the
chairman of the meeting and his ruling in relation to any other Director shall be final and conclusive except in a case where the
nature or extent of the interests of such Director has not been fairly disclosed.



(E)     The
Company may by ordinary resolution suspend or relax the provisions of this Article 110 to any extent or ratify any transaction not
duly authorised by reason of a contravention of this Article.



(F)     For
the purposes of this Article 110:



(i)     subject
to sub-paragraph (iii) below, an interest of a person who is connected with a Director (within the meaning of Section 252 of the
Companies Act 2006) shall be treated as an interest of that Director;



(ii)     a
general notice given to the Directors that a Director is to be regarded as having an interest of the nature and extent specified in
the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a
disclosure that the Director has an interest in any such transaction or arrangement of the nature and extent so specified, but not
otherwise; and



(iii)     an
interest of which a Director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as
an interest of his.



EXCERPTS ON THIS PAGE:

6-K (2 sections)
May 22, 2008

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