Shareholder revolts during BP’s AGM were about “trust” in the company’s governance procedures, according to a leading shareholder adviser.

In a blog about last week’s AGM, Sarah Wilson, chief executive of Minerva Analytics, writes that the voting—three votes that registered significant shareholder dissent—reflects a moment when “shareholders feel excluded from process or inadequately informed”.

BP’s AGM became controversial after the board rejected a shareholder proposal brought by campaign group Follow This, asking the energy giant to report on its plans for a decline in demand for oil and gas.

“BP’s AGM was therefore less about theatrics than about trust,” Wilson writes in the blog. “Until the company proves shareholders with a clear, defensible account of why the resolution was excluded, that trust gap will persist, and voting outcomes will continue to be read through that lens.”

After the board rejected the Follow This proposal, some investors then announced they would vote against reappointment of chair Albert Manifold.

In the end, Manifold saw an 18% vote against, just below the 20% threshold for what is considered a revolt in the UK.

But BP did suffer two revolts. A 52.88% vote against a resolution that would, among other things, allow the board to have online-only AGMs; and a 52.53% vote against a resolution about ending some climate change reporting that the company argues is now covered by mandatory disclosure requirements.

‘Reduced transparency’

Minerva says BP created “trust” issues by rejecting the Follow This proposal and bundling the virtual AGM measure in with other issues the adviser says “reduced transparency”.

The Financial Times reports that Mark van Baal, chief executive of Follow This, said after the vote that “shareholders refuse to let BP quietly bury its reporting commitments.”

Wilson writes: “That framing is understandable from an advocacy perspective, but it risks obscuring what the votes actually show.

“The pattern is more consistent with traditional UK governance behaviour: when shareholders feel excluded from process or inadequately informed, they register discontent through mechanisms available to them, even mechanisms are indirect.”

The results demonstrate that climate reporting and virtual-only AGMs remain contentious.

Face-to-face meetings

Concerns about virtual AGMs broke into the open last month when it became the subject of exchanges in the House of Lords.

Former Conservative minister Baroness Virginia Bottomley said: “From my point of view, it would be a great error to discontinue face-to-face meetings. We know it in politics, we know it in charity, and it is the same in business—even if only one person shows up to your board.”

In November, proxy adviser ISS said sustainability reporting had reached a “pivotal moment” as disclosure standards rolled out across the world.

Subodh Mishra , global head of communications at ISS, said: “Companies across regions are navigating a complex mix of evolving standards, regulatory mandates and investor expectations.”

BP is viewed by commentators as pushing boundaries with AGM proposals. With virtual AGMs and sustainability disclosure expectations and practice still evolving, there may be clashes in the future.