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BP is facing a threat of legal action from activist climate investors who have accused the energy group of “an unprecedented attack on shareholder rights” over its refusal to include a resolution they filed for next month’s annual meeting.
The proposal calling on the company to set out strategies for maintaining shareholder value if oil and gas demand declines was filed in January by 16 institutional investors and a group of retail shareholders brought together by FollowThis, a Dutch green investor group.
Corporate governance experts told the FT they were unaware of any previous examples of FTSE 100 companies rejecting resolutions that met filing thresholds — as the FollowThis resolution did.
The tussle with BP is the second fight FollowThis has had with a big oil and gas company in recent years, and comes after Exxon sued it in 2024 in a landmark case over environmental, social and governance resolutions.
FollowThis chief executive Mark van Baal said BP’s move was a sign of how the battle over ESG and shareholder rights was spreading to Europe from the US, where there has been a crackdown on shareholder resolutions in recent years.
“BP is trying to silence its own shareholders rather than answering them,” he said, adding that the company’s refusal to allow the resolution to be voted on at the annual meeting was “an attack on shareholder rights”.
“This is unprecedented in the UK as far as we know,” he said. “It would have huge implications if BP can get away with it, because then every company can get away with it.”
A similar resolution at Shell had been accepted, van Baal said. FollowThis has filed resolutions at oil companies for years, including six times at BP, where more than a fifth of shareholders backed its 2021 resolution asking for ambitious climate targets.
BP, which last year announced a “strategy reset” to retreat from renewables to reprioritise fossil fuels, said its board had “determined, having taken legal advice, that the proposed resolution did not conform to legal requirements”.
It added that it had “a clear strategy with multiyear targets to drive long-term shareholder value across the cycle”, and remained “fully committed to responsible industry-standard climate-related reporting”.
BP in 2023 said a Follow This resolution calling for the company to align its targets with the Paris climate agreement was unclear and disruptive. While the resolution was included at the AGM, BP said at the time that the board reserved discretion to table or exclude future resolutions “in light of the particular circumstances of the resolution in question”.
In a five-page letter to BP that was seen by the FT, FollowThis said the board must consider the 2026 resolution “on its own merits”.
It called on BP to issue a supplementary notice that would include its resolution, warned that failure to do so could result in the investor group seeking “urgent injunctive relief requiring the company to comply”. It also warned of further legal action and said that calling an extraordinary general meeting at the company was another possibility.
Suren Gomtsyan, a corporate governance expert and assistant professor at LSE Law School, said he had “never heard of a previous case where a FTSE 100 company rejected a shareholder resolution proposal”.
Such proposals were “generally quite rare” in FTSE100 companies, he added, pointing out that shareholders submitting a resolution needed to hold 5 per cent of voting shares, or number at least 100. FollowThis’s resolution met the latter requirement, with the group saying BP had confirmed in January that the relevant threshold for a valid submission had been met.
There were few grounds to reject a shareholder proposal, Gomtsyan said, but one category was “defamatory, frivolous or vexatious” resolutions.
A resolution filed by a group of pension funds and the Australasian Centre for Corporate Responsibility that called for BP to justify its surge in upstream oil and gas spending will go to a vote at the April meeting. BP’s board has called for shareholders to reject it.
BP also proposed revoking two green resolutions passed by shareholders in 2015 and 2019, including one that called for the company to disclose how its strategy was consistent with the Paris Agreement.
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