Page 170 - Annual Report 2020

4.5 Remuneration and share interests 4.5.3 Key Management Personnel

Section 3.3.21 sets out the relevant interests in shares in BHP Group
4.5.1 Remuneration Limited and BHP Group Plc held directly, indirectly or beneficially at
the beginning and end of FY2020 by those senior executives who
The policy for determining the nature and amount of emoluments were Executive KMP (other than the Executive Director) during
of the Executive Key Management Personnel (KMP) (including FY2020. Where applicable, the information includes shares held in
the Executive Director) and the Non-executive Directors, and the name of a spouse, superannuation fund, nominee and/or other
information about the relationship between that policy and BHP’s controlled entities. Interests held by members of the Executive KMP
performance are set out in sections 3.2 and 3.3. under employee equity plans as at 30 June 2020 are set out in the
The remuneration tables contained in section 3.3 set out tables contained in section 3.3.19.
the remuneration of members of the Executive KMP (including The table below sets out the relevant interests in shares in BHP
the Executive Director) and the Non-executive Directors. Group Limited and BHP Group Plc held directly, indirectly or
beneficially, as at the date of this Directors’ Report by those senior
4.5.2 Directors executives who were Executive KMP (other than the Executive
Director) on that date. Where applicable, the information also
Section 3.3.21 sets out the relevant interests in shares in BHP Group includes shares held in the name of a spouse, superannuation fund,
Limited and BHP Group Plc of the Directors who held office during nominee and/or other controlled entities.
FY2020, at the beginning and end of FY2020. No rights or options
As at date of
over shares in BHP Group Limited and BHP Group Plc are held by Executive KMP member BHP Group entity Directors’ Report
any of the Non-executive Directors. Interests held by the Executive
Director under employee equity plans as at 30 June 2020 are set Edgar Basto BHP Group Limited 134,863
out in the tables showing interests in incentive plans contained in BHP Group Plc –
section 3.3.19. Except for Mike Henry, as at the date of this Peter Beaven BHP Group Limited 332,107
Directors’ Report, the information pertaining to shares in BHP BHP Group Plc –
Group Limited and BHP Group Plc held directly, indirectly or Daniel Malchuk BHP Group Limited 276,986
beneficially by Directors is the same as set out in the table in BHP Group Plc –
section 3.3.21. Where applicable, the information includes shares
held in the name of a spouse, superannuation fund, nominee and/ Geraldine Slattery BHP Group Limited 97,325
or other controlled entities. BHP Group Plc –
Non-executive Directors have agreed to apply at least 25 per
cent of their remuneration (base fees plus committee fees) to 4.6 Secretaries
the purchase of shares in BHP Group Limited and BHP Group Plc
until they achieve a shareholding equivalent in value to one year’s Caroline Cox is the Group General Counsel and Company
remuneration (base fees plus committee fees). Thereafter, Secretary. Details of her qualifications and experience are set out
Non-executive Directors must maintain at least that level of in section 2.2. The following people also acted during FY2020,
shareholding throughout their tenure. All dealings by Directors as Company Secretaries of BHP Group Limited and BHP Group Plc:
are subject to mandatory minimum performance requirements for Rachel Agnew, BComm (Economics), LLB (Hons), GAICD, until 1
securities dealing and are reported to the Board and to the stock September 2020 and Geof Stapledon, BEc, LLB (Hons), DPhil, FCIS.
exchanges. Information on our policy governing the use of hedging Each individual has experience in a company secretariat role or
arrangements over shares in BHP by Directors and other members other relevant fields arising from time spent in roles within BHP,
of the KMP is set out in section 3.3.22. other large listed companies or other relevant entities.
As at the date of this Directors’ Report, Mike Henry held:
• (either directly, indirectly or beneficially) 196,262 shares in 4.7 Indemnities and insurance
BHP Group Plc and 198,979 shares in BHP Group Limited
• rights and options over nil shares in BHP Group Plc and Rule 146 of the BHP Group Limited Constitution and Article 146
753,844 shares in BHP Group Limited of the BHP Group Plc Articles of Association require each Company
We have not made available to any Director any interest to indemnify, to the extent permitted by law, each Officer of BHP
Group Limited and BHP Group Plc, respectively, against liability
in a registered scheme. incurred in, or arising out of, the conduct of the business of BHP
or the discharge of the duties of the Officer. The Directors named
in section 2.2, the Company Secretaries and other Officers
of BHP Group Limited and BHP Group Plc have the benefit
of this requirement, as do individuals who formerly held one
of those positions.
In accordance with this requirement, BHP Group Limited and
BHP Group Plc have entered into Deeds of Indemnity, Access
and Insurance (Deeds of Indemnity) with each of their respective
Directors. The Deeds of Indemnity are qualifying third party
indemnity provisions for the purposes of the UK Companies Act
2006 and each of these qualifying third party indemnities was in
force as at the date of this Directors’ Report.
We have a policy that BHP will, as a general rule, support and hold
harmless an employee, including an employee appointed as a
Director of a subsidiary who, while acting in good faith, incurs
personal liability to others as a result of working for BHP.

168 BHP Annual Report 2020