BP PLC
LSE:  BP          Meeting Date: 4/16/2015

Five years on from the Deepwater Horizon disaster, BP remains a lightning rod for investors and other stakeholders concerned with sustainability. As such, it may come as a surprise that BP has recommended shareholders support a shareholder proposal relating to environmental disclosure.

The proposal, submitted by the Aiming for A Coalition, requested that BP expand its reporting to provide additional information concerning its emissions management and potential climate change policy scenarios. Shareholder proposals on environmental and social topics are exceedingly rare in the UK, and even more rare is a company’s recommendation to shareholders to support such a resolution. We are anticipating a similar proposal by the same proponent at Shell’s upcoming annual meeting and, similar to BP, Shell will also be recommending that shareholders vote in favor of the resolution.

With both proponent and management on board, passage of the shareholder proposal looks to be non-contentious. Nonetheless, the BP board will face questions regarding ongoing costs related to the 2010 disaster, which have increased following a U.S. District judge’s February 2015 decision to set the Company’s potential liability under the Clean Water Act at $13.7 billion; its approach to weathering challenging conditions throughout the oil and gas market; and executive remuneration, which increased from the prior year despite underwhelming 2014 performance.

The Company received relatively low support for its advisory remuneration report at the 2014 AGM, with 13% of participating shareholders voting against the resolution and an additional 19% abstaining from voting; the board noted that shareholder concerns focused on the level of disclosure provided and quantum pay opportunity. While it has improved certain elements of its remuneration disclosure, it declined to amend the overall quantum or structure of pay. This contributed to bonus payouts at over 70% of maximum despite missing target-level performance in two-thirds of the applicable metrics, and the continued provision of matching shares on both mandatory and voluntary bonus deferrals so long as there is no “material deterioration in safety and environmental metrics” or related major incidents.

Dimitri Zagoroff and Courteney Keatinge contributed this post.

BANK OF NOVA SCOTIA
TSX:  BNS          Meeting Date: 4/09/2015

BIGLARI HOLDINGS INC. (see Proxy Season Insider here)
NYSE:  BH          Meeting Date: 4/09/2015

CARNIVAL PLC
LSE/NYSE:  CCL          Meeting Date: 4/14/2015

BANCA MONTE DEI PASCHI DI SIENA
Borsa Italiana:  BMPS          Meeting Date: 4/14/2015

SIKA AG (see Proxy Season Insider here)
SIX Swiss Exchange:  SIK          Meeting Date: 4/14/2015

FIRST MERIT CORP.
NASDAQ:  FMER          Meeting Date: 4/15/2015

NATIONAL BANK OF CANADA
TSX:  NA          Meeting Date: 4/15/2015

VIVENDI
NYSE Euronext Paris:  VIV          Meeting Date: 4/17/2015

DOMINO’S PIZZA
NYSE:  DPZ          Meeting Date: 4/21/2015