Page 162 - Annual Report 2020

Remuneration governance

3.3.16 Board oversight and the Remuneration Committee
Board Governance). These individuals were not present when decisions
The Board is responsible for ensuring the Group’s remuneration regarding their own remuneration were considered or taken.
arrangements are equitable and aligned with the long-term Engagement of independent remuneration advisers
interests of BHP and its shareholders. In performing this function,
it is critical that the Board is independent of management when The Committee seeks and considers advice from independent
making decisions affecting remuneration of the CEO, other remuneration advisers where appropriate. Remuneration consultants
Executive KMP and the Group’s employees. are engaged by, and report directly to, the Committee. Potential
conflicts of interest are taken into account when remuneration
The Board has therefore established a Remuneration Committee consultants are selected and their terms of engagement regulate
to assist it in making such decisions. The Committee is comprised their level of access to, and require their independence from,
solely of Non-executive Directors, all of whom are independent. BHP’s management.
To ensure that it is fully informed, the Committee regularly invites
members of management to attend meetings to provide reports PricewaterhouseCoopers was appointed by the Committee
and updates however, members of management are not present in March 2016 to act as an independent remuneration adviser.
when decisions are considered or taken concerning their own The PricewaterhouseCoopers team that advises the Remuneration
remuneration. The Committee can draw on services from a range Committee does not provide any other services to the Group.
of external sources, including remuneration advisers. Other PricewaterhouseCoopers teams provide services to the
Remuneration Committee Group in the areas of forensic and general technology, internal
audit and international assignment solutions. Processes and
The activities of the Remuneration Committee are governed by arrangements are in place to protect independence (for example,
Terms of Reference (updated version approved by the Board in ring-fencing of teams) and to manage any conflicts of interest that
August 2019), which are available at bhp.com. The current may arise.
members of the Remuneration Committee are: Susan Kilsby
(Remuneration Committee Chair), Anita Frew, Gary Goldberg, PricewaterhouseCoopers is currently the only remuneration adviser
Shriti Vadera, and Dion Weisler. The role and focus of the appointed by the Committee. In that capacity, they may provide
Committee and details of meeting attendances can be found remuneration recommendations in relation to KMP; however they
in section 2.12. Other Directors and employees who regularly did not do so in FY2020.
attended meetings were: Ken MacKenzie (Chair), Carolyn Hewson Total fees paid to the PricewaterhouseCoopers team advising the
(Remuneration Committee Chair to 7 November 2019), Committee on remuneration-related matters for FY2020 were
Andrew Mackenzie (CEO to 31 December 2019), Mike Henry £177,100. These fees are based on an agreed fee for regular items
(CEO from 1 January 2020), Athalie Williams (Chief People Officer), with additional work charged at agreed rates. Total fees paid to
Andrew Fitzgerald (Vice President Reward), Caroline Cox (Group PricewaterhouseCoopers for other services rendered to the Group
Company Secretary), and Geof Stapledon (Vice President for FY2020 were approximately US$28 million.

3.3.17 Statement of voting at the 2019 AGMs
BHP’s remuneration resolutions have attracted a high level of support by shareholders. Voting in regard to those resolutions put to
shareholders at the 2019 AGMs is shown below.

AGM resolution Requirement % vote ‘for’ % vote ‘against’ Votes withheld (1)
Remuneration Report (remuneration policy) UK 93.5 6.5 23,166,578
Remuneration Report (excluding remuneration policy) UK 97.3 2.7 21,012,150
Remuneration Report (whole report) Australia 96.7 3.3 11,217,511
Approval of grant to Executive Director Australia 97.5 2.5 10,460,699
(1) The sum of votes marked ‘Vote withheld’ at BHP Group Plc’s 2019 AGM and votes marked ‘Abstain’ at BHP Group Limited’s 2019 AGM.

160 BHP Annual Report 2020