Page 171 - Annual Report 2020

In addition, as part of the arrangements to effect the demerger of 4.10 Dividends
South32, we agreed to indemnify certain former Officers of BHP
who transitioned to South32 from certain claims and liabilities A final dividend of 55 US cents per share will be paid on 22
incurred in their capacity as Directors or Officers of South32. September 2020, resulting in total dividends determined in respect Strategic Report
From time to time, we engage our External Auditor, Ernst & Young of FY2020 of 120 US cents per share. Details of the dividends paid
are set out in notes 15 ‘Share capital’ and 17 ‘Dividends’ in section 5,
(EY), to conduct non-statutory audit work and provide other
services in accordance with our policy on the provision of other and details of the Group’s dividend policy are set out in sections
1.4.5, 1.4.7 and 7.7.
services by the External Auditor. The terms of engagement in the
United Kingdom include that we must compensate and reimburse
EY LLP for, and protect EY LLP against, any loss, damage, expense, 4.11 Auditors
or liability incurred by EY LLP in respect of third party claims
arising from a breach by BHP of any obligation under the A copy of the declaration given by our External Auditor to
engagement terms. the Directors in relation to the auditors’ compliance with the
The BHP Group agreed to indemnify KPMG LLP and KPMG (KPMG) independence requirements of the Australian Corporations Act
against all legal costs and expenses incurred in connection with 2001 and the Professional Code of Conduct for External Auditors Governance at BHP
KPMG’s successful defence of any legal actions or proceedings is set out in section 5.5.
that may arise as a result of KPMG’s consent to include its audit No current officer of BHP has held the role of director or partner
report on the BHP Group’s consolidated financial statements as of the Group’s current external auditor. During FY2020, Lindsay
of 30 June 2019 and for each of the years in the two-year period Maxsted was the only officer of BHP who, prior to his appointment
ended 30 June 2019 in BHP’s Form 20-F for the year ended 30 June as an officer of BHP, held the role of director or partner of the
2020 and KPMG’s consent for such audit reports to be incorporated Group’s former external auditor, at a time when the Group’s former
by reference in certain other BHP registration statements. external auditor conducted an audit of BHP. His prior relationship
We have insured against amounts that we may be liable to pay to with KPMG (BHP’s former external auditor) is outlined in section 2.9.
Directors, Company Secretaries or certain employees (including Lindsay Maxsted was not part of the KPMG audit practice after
former Officers) pursuant to Rule 146 of the Constitution of BHP 1980 and, while at KPMG, was not in any way involved in, or able Remuneration Report
Group Limited and Article 146 of the Articles of Association of BHP to influence, any audit activity associated with BHP.
Group Plc or that we otherwise agree to pay by way of indemnity. Each person who held the office of Director at the date the Board
The insurance policy also insures Directors, Company Secretaries approved this Directors’ Report made the following statements:
and some employees (including former Officers) against certain • so far as the Director is aware, there is no relevant audit
liabilities (including legal costs) they may incur in carrying out their information of which BHP’s External Auditor is unaware
duties. For this Directors’ and Officers’ insurance, we paid
premiums of US$20,560,322 net during FY2020. • the Director has taken all steps that he or she ought to have taken 4
as a Director to make him or herself aware of any relevant audit
During FY2020, BHP paid defence costs for certain employees and information and to establish that BHP’s External Auditor is aware
former employees of BHP Brasil (Affected Individuals) in relation to of that information
the charges filed by the Federal Prosecutors’ Office against BHP
Brasil and the Affected Individuals. This confirmation is given pursuant to section 418 of the UK
Companies Act 2006 and should be interpreted in accordance
Other than as set out above, no indemnity in favour of a current or with, and subject to, those provisions. Directors’ Report
former officer of BHP Group Limited or BHP Group Plc, or in favour
of the External Auditor, was called on during FY2020. Consistent with the UK and EU requirements in regard to audit firm
tender and rotation, BHP conducted an audit tender during FY2017.
4.8 Employee policies After a comprehensive tender process, at a meeting held on 16
August 2017, the Board selected EY as its independent registered
Our people are fundamental to our success. We are committed public accounting firm from the financial year beginning 1 July
to shaping a culture where our employees are provided with 2019, and our shareholders approved EY’s appointment at the
opportunities to develop, are valued and encouraged to contribute Annual General Meetings in 2019. Financial Statements
towards making work safer, simpler and more productive. We
strongly believe that having employees who are engaged and 4.12 Non-audit services
connected to BHP reinforces our shared purpose aligned to Our
Charter and will result in a more productive workplace. Details of the non-audit services undertaken by BHP’s External
For more information on employee engagement and employee Auditor, including the amounts paid for non-audit services, are set
policies, including communications and regarding disabilities, out in note 35 ‘Auditor’s remuneration’ in section 5. All non-audit
refer to section 1.4.3, 1.6.1, and 2.6.2. services were approved in accordance with the process set out in
the Policy on Provision of Audit and Other Services by the External
Auditor. No non-audit services were carried out that were
4.9 Corporate governance specifically excluded by the Policy on Provision of Audit and Other
Services by the External Auditor. Based on advice provided by the Additional information
The FCA’s Disclosure and Transparency Rules (DTR 7.2) require RAC, the Directors have formed the view that the provision of
that certain information be included in a corporate governance non-audit services is compatible with the general standard of
statement. BHP has an existing practice of issuing a corporate independence for auditors, and that the nature of non-audit
governance statement as part of our Annual Report that is services means that auditor independence was not compromised.
incorporated into the Directors’ Report by reference. The For a statement of the reasons for this view and for more
information required by the Disclosure and Transparency Rules and information about our policy in relation to the provision of
the FCA’s Listing Rules (LR 9.8.6) is located in section 2, with the non-audit services by the auditor, refer to section 2.10.
exception of the information referred to in LR 9.8.6 (1), (3) and (4)
and DTR 7.2.6, which is located in sections 4.2, 4.3, 4.5.2 and 4.18. Shareholder information

BHP Annual Report 2020 169