Page 139 - Annual Report 2020

Committee activities in FY2020 Strategic Report
Remuneration of the ELT and the Board Other
• Remuneration policy review • Induction, training and development program
• Remuneration of CEO and other ELT members and Group • Board committee procedures, including closed sessions
Company Secretary • Update of the Committee Terms of Reference
• Remuneration arrangements for new ELT members
• Retirement arrangements for former CEO Remuneration
• Consideration of COVID-19 impacts Details of our remuneration policies and practices, and the 2
• KPIs, performance levels, award outcomes remuneration paid to the Directors (Executive and Non-executive)
• FY2021 HSEC scorecard – climate enhanced and other members of the Key Management Personnel, are set
• Long-Term Incentive Plan sector peer group review out in the Remuneration Report in section 3.
• Chair fees The terms of reference for the Remuneration Committee
are available at bhp.com/governance. Governance at BHP
Other remuneration matters
• Workforce remuneration and engagement
• Shareplus enrolment update
• Remuneration by gender
• Shareholder engagement
• Corporate Governance Code provisions Remuneration Report

2.13 Risk management Performance evaluation for executives
governance structure The performance of executives and other senior employees is
reviewed on an annual basis. For the members of the ELT, this
Identifying and managing risk are central to achieving our purpose. review includes their contribution, engagement and interaction
For information on our approach to risk and risk governance, including at Board level. The annual performance review process considers
the role of the BHP Board and its Committees, refer to section 1.5.4. the performance of executives against criteria designed to capture
‘what’ is achieved and ‘how’ it is achieved. All performance
2.14 Management assessments of executives include how effective they have been Directors’ Report
in undertaking their role; what they have achieved against their
specified key performance indicators; how they match up to the
Below the level of the Board, key management decisions are behaviours prescribed in our leadership model; and how those
made by the CEO, the ELT, management committees and members behaviours align with Our Charter values.
of management who have delegated authority.
Management committees consider BHP’s risks and controls. A performance evaluation as outlined was conducted for all members
of the ELT during FY2020. For the CEO, the performance evaluation
Strategic risks (both threats and opportunities) arising from was led by the Chair of the Board on behalf of all the Non-executive
changes in our business environment are regularly reviewed Directors, and was discussed with the Remuneration Committee.
by the ELT and discussed by the Board.
CEO and management committee responsibilities

Chief Executive Officer Financial Statements
• Holds delegated authority from the Board to achieve the corporate purpose
• Authority extends to all matters except those reserved for the Board’s decision
• CEO has delegated authority to management committees and individual members of
management – but CEO remains accountable to Board for all authority delegated to him

Executive Leadership Team
• Established by the CEO, the ELT has responsibility for day-to-day management of BHP Additional information
• Purpose is to provide leadership to BHP, determining its priorities and the way it is to operate,
thereby assisting the CEO in pursuing the corporate purpose
• Is a forum to debate high-level matters important to BHP and to ensure consistent
development of BHP’s strategy

Financial Risk Group Investment Review Committee Disclosure Committee
Management Committee • Purpose is to assist the CEO in assessing • Purpose is to assist the CEO in overseeing
• Purpose is to assist the CEO in monitoring investment decisions using a transparent BHP’s compliance with securities dealing Shareholder information
and overseeing the management of the and rigorous governance process, and continuous and periodic disclosure
financial risks faced by BHP, including: such that: requirements, including:
• commodity price risk • investments are aligned with BHP’s • reviewing information that may require
• counterparty credit risk purpose, strategy and Charter values disclosure to stock exchanges
as well as the Group’s capital priorities
• currency risk and plans • overseeing disclosure processes to
ensure information disclosed is timely,
• financing risk • key risks and opportunities are accurate and complete
• interest rate risk identified and managed
• insurance • shareholder value is optimised,
on a risk adjusted basis

BHP Annual Report 2020 137