Page 169 - Annual Report 2020

4.2 Share capital and buy-back programs

At the Annual General Meetings held in 2018 and 2019, Some of our executives receive rights over BHP shares as part of
shareholders authorised BHP Group Plc to make on-market their remuneration arrangements. Entitlements may be satisfied by Strategic Report
purchases of up to 211,207,180 of its ordinary shares, representing the transfer of existing shares, which are acquired on-market by the
10 per cent of BHP Group Plc’s issued share capital at that time. Employee Share Ownership Plan (ESOP) Trusts or, in respect of
During FY2020, we did not make any on-market or off-market some entitlements, by the issue of shares.
purchases of BHP Group Limited or BHP Group Plc shares under The number of shares referred to in column A below were purchased
any share buy-back program. As at the date of this Directors’ to satisfy awards made under the various BHP Group Limited and BHP
Report, there were no current on-market buy-backs. Shareholders Group Plc employee share schemes during FY2020.
will be asked at the 2020 Annual General Meetings to renew this
authority. As at the date of this Directors’ Report, there is no
intention to exercise this authority.
A B C D
Total number of Total number Governance at BHP
shares purchased of shares purchased
and transferred to as part of publicly
employees to satisfy Average price announced plans Maximum number of shares that may yet
employee awards paid per share (1) or programs be purchased under the plans or programs
Period US$ BHP Group Limited (2) BHP Group Plc
1 Jul 2019 to 31 Jul 2019 – – – – 211,207,180 (3)
1 Aug 2019 to 31 Aug 2019 4,094,559 25.07 – – 211,207,180 (3)
1 Sep 2019 to 30 Sep 2019 – – – – 211,207,180 (3)
1 Oct 2019 to 31 Oct 2019 – – – – 211,207,180 (3) Remuneration Report
1 Nov 2019 to 30 Nov 2019 – – – – 211,207,180 (3)
1 Dec 2019 to 31 Dec 2019 – – – – 211,207,180 (3)
1 Jan 2020 to 31 Jan 2020 – – – – 211,207,180 (3)
1 Feb 2020 to 29 Feb 2020 – – – – 211,207,180 (3)
1 Mar 2020 to 31 Mar 2020 1,714,630 19.42 – – 211,207,180 (3)
1 Apr 2020 to 30 Apr 2020 132,286 19.45 – – 211,207,180 (3) 4
1 May 2020 to 31 May 2020 219,011 22.65 – – 211,207,180 (3)
1 Jun 2020 to 30 Jun 2020 – – – – 211,207,180 (3)
Total 6,160,486 23.29 – – 211,207,180 (3) Directors’ Report
(1) The shares were purchased in the currency of the stock exchange on which the purchase took place and the sale price has been converted into US dollars at the
exchange rate on the day of purchase.
(2) BHP Group Limited is able to buy-back and cancel BHP Group Limited shares within the ‘10/12 limit’ without shareholder approval in accordance with section 257B of
the Australian Corporations Act 2001. Any future on-market share buy-back program would be conducted in accordance with the Australian Corporations Act 2001
and with the ASX Listing Rules.
(3) At the Annual General Meetings held during 2018 and 2019, shareholders authorised BHP Group Plc to make on-market purchases of up to 211,207,180 of its ordinary
shares, representing 10 per cent of BHP Group Plc’s issued capital at the time.
4.3 Results, financial instruments Report, their qualifications, experience and particular responsibilities,
the directorships held in other listed companies since 1 July 2017 and
and going concern the period for which each directorship has been held. Financial Statements
Information about the Group’s financial position and financial Carolyn Hewson served as a Non-executive Director of BHP Group
results is included in the Financial Statements in this Annual Report. Limited and BHP Group Plc from March 2010 until her retirement
The Consolidated Income Statement shows profit attributable to on 7 November 2019. Lindsay Maxsted served as a Non-executive
BHP members of US$8.0 billion in FY2020, compared with a profit Director of BHP Group Limited and BHP Group Plc from March 2011
of US$8.3 billion in FY2019. until he retires on 4 September 2020.
BHP’s business activities, together with the factors likely to affect Andrew Mackenzie served as Chief Executive Officer of BHP Group
its future development, performance and position, are discussed Limited and BHP Group Plc until his retirement on 31 December 2019.
in section 1. In addition, sections 1.3 to 1.5 and 2.13, and note 22 Mike Henry was appointed as Chief Executive Officer of BHP Group
‘Financial risk management’ in section 5 outline BHP’s capital Limited and BHP Group Plc with effect from 1 January 2020. In Additional information
management objectives, its approach to financial risk management accordance with the BHP Group Limited Constitution and BHP
and exposure to financial risks, liquidity and borrowing facilities. Group Plc Articles of Association, he will seek election at the 2020
The Directors, having made appropriate enquiries, have a Annual General Meetings.
reasonable expectation that BHP has adequate resources to Gary Goldberg, Dion Weisler and Xiaoqun Clever were appointed
continue in operational existence for the foreseeable future. as Non-executive Directors of BHP Group Limited and BHP Group
Therefore, they continue to adopt the going concern basis Plc with effect from 1 February 2020, 1 June 2020 and 1 October 2020
of accounting in preparing the annual Financial Statements. respectively. In accordance with the BHP Group Limited
Constitution and BHP Group Plc Articles of Association,
4.4 Directors they will seek election at the 2020 Annual General Meetings.
Shriti Vadera has announced that she will retire as a Non-executive Shareholder information
The Directors who served at any time during FY2020 or up until the Director of BHP Group Limited and BHP Group Plc at the conclusion
date of this Directors’ Report were Ken MacKenzie, Mike Henry, of the BHP Group Plc Annual General Meeting in October 2020.
Andrew Mackenzie, Terry Bowen, Malcolm Broomhead, Ian Cockerill,
Anita Frew, Gary Goldberg, Carolyn Hewson, Susan Kilsby, Lindsay The number of meetings of the Board and its Committees held
during the year and each Director’s attendance at those meetings
Maxsted, John Mogford, Shriti Vadera and Dion Weisler. Further
details of the current Directors of BHP Group Limited and BHP Group are set out in section 2.4.
Plc are set out in section 2.2. These details include the period for
which each Director held office up to the date of this Directors’

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