Page 130 - Annual Report 2020

2.9 Nomination and Governance Committee Report

Role and focus • the time required from Non-executive Directors
The Nomination and Governance Committee assists the Board • the assessment and, if appropriate, authorisation of situations
in ensuring it comprises individuals who are best able to fulfil the of actual and potential conflict notified by Directors
responsibilities of a Director and who have regard to the highest • BHP’s corporate governance practices
standards of governance, the strategic direction of BHP and the The Nomination and Governance Committee met four times
diversity aspirations of the Board. It does so by focusing on: during FY2020. In addition to regular business, the Committee
• the succession planning process for the Board and its considered CEO succession, the appointment as Non-executive
Committees, including the identification of suitable candidates Directors of Gary Goldberg and Dion Weisler, and Xiaoqun
for appointment to the Board considering the skills, experience, Clever with effect from 1 October, and the retirement of Lindsay
independence and knowledge required on the Board, as well Maxsted on 4 September 2020, and Shriti Vadera after the
as the attributes required of potential Directors 2020 AGMs. The Committee also oversaw other targeted
• the succession planning process for the Chair searches for Non-executive Director candidates in FY2020,
• the succession planning process for the CEO and periodic which are continuing.
evaluation of the process External recruitment specialists
• Board and Director performance evaluation, including
evaluation of Directors seeking re-election prior to their The Committee retained the services of external recruitment
specialists. Russell Reynolds and MWM Consulting assisted
endorsement by the Board as described in section 2.8 with Non-executive Director candidate searches during FY2020.
• the provision of appropriate training and development These recruitment specialists do not have any connection
opportunities for Directors with the Group or any Director.
• the independence of Non-executive Directors
Nomination and Governance Committee members during the year

Name Independent Status Attendance
Ken MacKenzie (Chair) Chair of the Board Member for whole period 4/4
Malcolm Broomhead Yes Member for whole period 4/4
Carolyn Hewson Yes Member until 7 November 2019 2/2
Susan Kilsby Yes Member from 1 April 2020 1/1
Shriti Vadera Yes Member for whole period 4/4

Committee activities in FY2020 Our aspiration is to achieve gender balance on our Board,
among our senior executives and across our workforce by
Succession planning processes CY2025. We therefore welcome the ongoing Hampton-Alexander
• CEO succession initiative for all FTSE 100 Boards to have at least 33 per cent
female representation by the end of CY2020, and the objective
• Implementation of the skills and experience matrix of having at least 30 per cent of Directors of each gender in
• Identification of suitable Non-executive Director candidates accordance with the ASX Fourth Edition. Our aspiration includes
• Board and committee succession a fixed target of maintaining the level of Board diversity above
• Partnering with new search firms regarding candidate searches 33 per cent, and we will be aligned with this requirement
• Technology and mining Non-executive Director search from 1 October 2020. We therefore satisfy the guidance in
both the ASX Fourth Edition and also the UK Code. In addition,
Evaluation and training as at 30 June 2020, gender diversity among senior management
• Board evaluation and Director development (defined as the ELT plus Company Secretary and their direct
• 2020 training and development program reports) was 31 per cent.
• Director induction We also welcome the final Parker Report into ethnic diversity
• Committee assessment of UK boards and continue to seek additional ethnic diversity
on our Board, and throughout BHP. On our Board we meet
Corporate governance practices the target of having ‘at least one Director of colour by 2021’
as recommended by the Parker Review.
• Independence of Non-executive Directors
• Authorisation of situations of actual or potential conflict Part of the Board’s role continues to be to consider and approve
• Advisory Committees BHP’s measurable objectives for workforce diversity each
financial year and to oversee our progress in achieving those
• Corporate Governance Statement objectives. For more information, including our progress against
• Governance update – Section 172 mapping our FY2020 measurable objectives and our employee profile
• Implementing provisions from the UK Code and the more generally, refer to sections 1.6.1 and 1.6.2.
ASX Fourth Edition
• Updated Director Deed of Indemnity Insurance and Access Renewal and re-election
• Updated Terms of Appointment for Directors The Board adopted a policy in 2011, consistent with the UK
• Crisis management Code, under which all Directors must seek re-election by
• Update of the Committee Terms of Reference shareholders annually if they wish to remain on the Board.
The Board believes annual re-election promotes and supports
Policy on inclusion and diversity accountability to shareholders.
The Board and management believe diversity is required When considering new appointments, the Board’s Nomination
to meet our purpose, which is outlined in section 1.6.1. and Governance Committee takes the following approach:
Diversity is key to ensuring the Board and its Committees
have the right blend of perspectives so that the Board oversees
BHP effectively for shareholders. In CY2019, we updated the
Nomination and Governance Committee Terms of Reference
to explicitly refer to age, social and ethnic backgrounds and
personal strengths. This is in addition to diversity of gender,
nationality and geography.

128 BHP Annual Report 2020