BP directors facing revolt: Investors up in arms over share option plan

DIRECTORS of BP including Lord Ashburton, the chairman, can expect a rough ride from shareholders at Thursday's AGM over the company's plans to introduce a new executive share option scheme.

The private shareholders' objections are supported by PIRC, a group of pensions investment research consultants.

BP directors are currently prevented from receiving payments for up to 10 years after the granting of options. The company wants to cut this to five years.

The shareholders say that the new scheme does not meet executive share scheme guidelines published jointly last July by the National Association of Pension Funds and the Association of British Insurers.

These state that payments to directors should not be changed unless a company's performance beats independently predetermined targets. One such measure would be an index of the share price movements of similar companies over the life of the share options.

The UK Shareholders' Association, whose members have private shareholdings in listed companies, says that BP's proposal gives no information about the targets to be used in the company share scheme.

Alan Perryman of the association said: 'These proposals seem to be saying that directors are better placed to set the scheme's conditions than shareholders. It's cocking a snook at shareholders while asking them to approve a blank cheque.'

Mr Perryman's views are echoed by Stuart Bell, a director of PIRC. Mr Bell said: 'The scheme is a step in the right direction but it does not meet all our concerns. The problem is that the committee of non-executives is not all that independent.'

The UK Shareholders' Association and PIRC are also urging shareholders to vote against a resolution to reappoint BP's auditor, Ernst & Young. Concern focuses on the pounds 17.3m fees paid to Ernst & Young in 1993 - pounds 11.3 for non- audit services. Mr Bell said: 'Auditors need to be insulated from any other commercial connection with the company that might impinge on their ability to take an independent view of the accounts.'

A spokesman for BP said: 'We are happy with our share option scheme and that our auditors are independent as are our non-executive directors.'

In a separate development, the UK Shareholders' Association plans to vote against the appointment of British Aerospace's new chairman, Bob Bauman, at the company's AGM on 26 April.

Donald Butcher of the association said: 'This action is not aimed at Mr Bauman personally. It's more an expression of dissatisfaction with the way the company has been managed in recent years.'

A spokesman for BAe pointed to the increase in the company's share price from September 1992, when it was about pounds 1, to pounds 5 today. He said: 'The company has made good progress and its shares are worth considerably more now than in the last few years.'

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