Page 138 - Annual Report 2020

2.11 Sustainability Committee Report continued

Sustainable development governance For information on the key areas of focus for the Committee,
Our approach to HSEC and sustainable development management and the HSE function and Community
governance is characterised by: sub-function, refer to section 1.7.
• the Sustainability Committee assisting the Board to oversee Social investment
material HSEC matters and risks across BHP, including seeking We continued to monitor our progress on our social investment
continuous improvement and policy advocacy as applicable and met our target for investments in community programs.
• management having primary responsibility for the design and For more information, refer to section 1.7.9.
implementation of an effective HSEC management system
• management having accountability for HSEC performance The terms of reference for the Sustainability Committee
are available at bhp.com/governance.
• the HSE function and Community sub-function providing
advice and guidance directly to the Sustainability Committee
and the Board
• the Board, Sustainability Committee and management seeking
input and insight from external experts, such as the BHP Forum
on Corporate Responsibility
• clear links between executive remuneration and
HSEC performance

2.12 Remuneration Committee Report

Role and focus The Remuneration Committee met six times during FY2020
The Remuneration Committee assists the Board in overseeing: and also considered some matters out of session. Susan Kilsby
• the remuneration policy and its specific application to the was appointed Chair of the Remuneration Committee with
CEO and other ELT members and its general application effect from 7 November 2019. She served on the Committee
to all employees from her appointment to the Board in April 2019, which provided
• the adoption of annual and long-term incentive plans an appropriate transition to become Chair. She also has relevant
skills and experience, including her current appointment as
• the determination of levels of reward for the CEO and the Chair of the remuneration committee of Diageo plc and
approval of reward for other members of the ELT as a member of the compensation committee of Fortune Brands
• the annual evaluation of the performance of the CEO, Home & Security Inc. She therefore satisfies the requirement
by giving guidance to the Chair for the incoming Chair to have served on a remuneration
• leaving entitlements committee for at least 12 months.
• the preparation of the Remuneration Report for inclusion Some of the items the Committee discussed are described
in the Annual Report below. For more information on the Committee’s work,
• compliance with applicable legal and regulatory requirements refer to the Remuneration Report in section 3.
associated with remuneration matters The terms of reference of the Remuneration Committee were
• the review, at least annually, of remuneration by gender updated following the release of the new versions of the UK
The Sustainability Committee and the RAC assist the Code and the ASX Fourth Edition. In addition, areas in need of
Remuneration Committee in determining appropriate HSEC clarification were identified during the recent ASIC Corporate
and financial metrics, respectively, to be included in senior Governance Taskforce’s review (e.g. how information flows
executive scorecards and in assessing performance against to the Board).
those measures.
Remuneration Committee members during the year

Name Independent Status Attendance
Susan Kilsby (Chair from 7 November 2019) Yes Member for whole period 6/6
Anita Frew Yes Member for whole period 6/6
Gary Goldberg Yes Member from 1 February 2020 3/3
Carolyn Hewson (Chair and member until 7 November 2019) Yes Member until 7 November 2019 3/3
Dion Weisler Yes Member from 1 June 2020 1/1
Shriti Vadera Yes Member for whole period 6/6

136 BHP Annual Report 2020