Page 140 - Annual Report 2020

2.15 Our conduct Copies of announcements to the stock exchanges on which
BHP is listed, investor briefings, Financial Statements, the Annual
Our Charter and Our Code of Conduct Report and other relevant information can be found at bhp.com.
Our Code is based on Our Charter values. Our Code sets out To receive email alerts of news releases, subscribe at bhp.com.
standards of behaviour for our people when using BHP resources,
in their dealings with governments and communities, third parties 2.17 Conformance with corporate
and each other. Our Code describes the behaviours expected
to support a safe, respectful and legally compliant working governance standards
environment and includes our policies on speaking up,
anti-bribery and corruption. Our compliance with the governance standards in our home
jurisdictions of Australia and the United Kingdom, and with the
Our Charter and Our Code are accessible to all our people governance requirements that apply to us as a result of our New York
and external stakeholders at bhp.com.
Stock Exchange (NYSE) listing and our registration with the Securities
Exchange Commission (SEC) in the United States, is summarised
BHP’s EthicsPoint in this Corporate Governance Statement, the Remuneration Report,
We have mechanisms in place for anyone to raise a report if they the Directors’ Report and the Financial Statements.
feel Our Code has been breached. The UK Code (available at: frc.org.uk) and the ASX Principles and
Employees and contractors can raise their concerns through Recommendations (available at www.asx.com/au) require the Board
a number of channels, including through line leaders. Anyone, to consider the application of the relevant corporate governance
including external stakeholders and the public, can lodge a concern, principles, while recognising that departures from those principles
in the form of a report, either online in EthicsPoint, or via the 24-hour, are appropriate in some circumstances. The Board considers that
multilingual call service. Reporters of misconduct can choose during FY2020 it applied the Principles and complied with the
to raise their concern anonymously. provisions set out in the 2018 edition of the UK Code, and complied
Reports received are assigned by the Ethics Team to an investigator, with the ASX Third Edition, with no exceptions.
line leader or team for investigation or resolution as appropriate, Our Appendix 4G, which summarises our compliance with
in accordance with internal policy and process documents. the ASX Third Edition is available at bhp.com/governance.
Both the reporting and investigations processes are transparent
and summary information is accessible to all BHP employees BHP Group Limited and BHP Group Plc are registrants with the SEC
via BHP’s intranet. in the United States. Each company is classified as a foreign private
Reports raised via EthicsPoint provide valuable insight into culture issuer and each has American Depositary Shares listed on the NYSE.
and organisational learning. All significant Code of Conduct We have reviewed the governance requirements applicable to
matters, and key trends from investigations, are reported to the foreign private issuers under SOX, including the rules promulgated
RAC. These are then reported to the Board as part of its report-out by the SEC and the rules of the NYSE, and are satisfied that we
as set out in section 2.5. The most serious breaches of Our Code comply with those requirements.
are also reported to the Integrity Working Group, which is
accountable for oversight of the operational effectiveness of the Under NYSE rules, foreign private issuers such as BHP are required
Investigations Framework, including oversight of investigations to disclose any significant ways our corporate governance
completed by the Central Investigations team. The Integrity practices differ from those followed by US companies under
Working Group is chaired by the Chief Compliance Officer and the NYSE corporate governance standards. After a comparison
comprises of a number of Senior Leaders across BHP. of our corporate governance practices with the requirements
of Section 303A of the NYSE-Listed Company Manual followed
by US companies, a significant difference was identified:
2.16 Market disclosure • Rule 10A-3 of the Exchange Act requires NYSE-listed companies
to ensure their audit committees are directly responsible for
We have disclosure controls in place for periodic disclosures, the appointment, compensation, retention and oversight of the
including the Operational Review, our results announcements, work of the External Auditor unless the company’s governing
debt investor documents (such as the prospectus for the Euro law or documents or other home country legal requirements
or Australian Medium Term Notes) and Annual Report documents, require or permit shareholders to ultimately vote on or approve
which must comply with relevant regulatory requirements. these matters. While the RAC is directly responsible for
Additional details about these verification processes can be found remuneration and oversight of the External Auditor, the ultimate
in the Periodic Disclosure – Disclosure Controls document at responsibility for appointment and retention of the External
bhp.com. To safeguard the effective dissemination of information, Auditor rests with our shareholders, in accordance with UK law
we have developed mandatory minimum performance and our constitutional documents. The RAC does, however,
requirements for market disclosure, which outline how we identify make recommendations to the Board on these matters,
and distribute information to shareholders and market participants which are reported to shareholders.
and sets out the role of the Disclosure Committee in managing
compliance with market disclosure obligations. Further, where
an announcement is determined to be material by the Disclosure
Committee, the Board receives a copy promptly after it has been
made. Where BHP gives a new and substantive investor or analyst
presentation, it releases a copy of the presentation materials on the
ASX Market Announcements Platform ahead of the presentation.
As a result of COVID-19, we introduced extra monitoring and
disclosure controls. These included: increasing the regularity
and breadth of information gathered from management
(including Finance, Supply, Marketing, Legal, and Operational
teams); more regular updates to the Disclosure Committee;
and more regular discussions with UBS (our corporate broker
in the UK), as well as our Investor Relations team. This enabled
BHP to assess the materiality of developments and stay across
market expectations, dynamics and emerging best practice.
A copy of the market disclosure and communications
document is available at bhp.com/governance.

138 BHP Annual Report 2020