TIDMBHP
RNS Number : 3364L
BHP Group PLC
05 September 2019
NEWS RELEASE
Release Time IMMEDIATE
Date 5 September 2019
Release Number 16/19
Resolutions under section 249N of the Corporations Act for
consideration at the AGM
In accordance with ASX Listing Rule 3.17A, the wording of two
proposed resolutions that have been requisitioned under section
249N of the Corporations Act for consideration at the Annual
General Meeting of BHP Group Limited, to be held in Sydney on 7
November 2019 (Limited AGM), is set out in Attachment A.
Consistent with the BHP Dual Listed Company framework and the
Articles of Association of BHP Group Plc, the proposed resolutions
will also be considered at the Annual General Meeting of BHP Group
Plc (Plc AGM) which will be held in London on 17 October 2019.
Resolution 1 (as set out in Attachment A) will be proposed as a
special resolution. Resolution 2 (as set out in Attachment A) will
be proposed as an ordinary resolution. However, Resolution 2 will
be a valid resolution only if Resolution 1 is approved by the
required majority - that is, the validity of Resolution 2 is
conditional on Resolution 1 being passed.
For the reasons set out below, the Board does not endorse either
Resolution 1 or Resolution 2. Accordingly, the Board is
recommending that shareholders vote against both of the
resolutions.
Response to Resolution 1
The Board respects the rights of shareholders to requisition a
resolution which seeks to amend the Constitution of BHP Group
Limited. The Board does not, however, consider the proposal to
insert a new rule into the Constitution of BHP Group Limited in the
form set out in Resolution 1 to be in the interests of BHP
shareholders as a whole.
Under the Constitution of BHP Group Limited and the Articles of
Association of BHP Group Plc, the power to manage BHP's business is
vested in Directors. Directors are required by law to act in the
best interests of the Company at all times.
The proposed amendment to the Constitution of BHP Group Limited
would allow resolutions to be put forward, without the level of
limitations, thresholds and regulatory oversight required in other
jurisdictions.
BHP does not agree that the proposed amendment to the
Constitution will extend rights to shareholders of BHP Group
Limited which are already enjoyed by shareholders of BHP Group Plc.
There are additional requirements and thresholds that apply when
shareholders seek to requisition resolutions under UK law that are
not included in the proposed amendment, and do not otherwise apply
under Australian law.
The Board does not consider that the additional administrative
burden imposed by the proposed resolution is warranted in light of
the existing opportunities for shareholders to express opinions and
request information from BHP.
The Board must (and does) in the normal course take into account
shareholder views.
Shareholders are able to ask questions about or make comments on
the management of BHP at any time, including at the AGMs. Further,
if shareholders disapprove of actions taken by the Directors,
shareholders can refuse to re-elect them or remove them from office
by ordinary resolution.
In addition, there is regular and extensive engagement between
BHP (at Chairman, Non-Executive Director and management level) and
its institutional and retail shareholders. Over many years, a
significant part of this engagement has related to climate
change.
A change in law relating to shareholder requisitioned
resolutions is a matter for the Government, taking into account
appropriate limitations and thresholds and with any change applying
to all Australian companies.
The Board intends to allow a reasonable opportunity at the AGM
for shareholders to ask questions regarding Resolution 1 and 2,
even if Resolution 1 is not passed.
Response to Resolution 2
Resolution 2 recommends that BHP suspend memberships of industry
associations that undertake lobbying, advertising and/or advocacy
relating to climate and/or energy policy, and whose record of
advocacy since January 2018 is inconsistent with the goals of the
Paris Agreement.
Company support for the Paris Agreement
Global warming is a challenge that requires collaboration.
Resources companies such as BHP, its customers and governments must
play their part to meet this challenge.
BHP supports the Paris Agreement as a critical element of the
response to global warming. BHP signed the 'CEO Statement on
Business and Climate Change and the Paris Negotiations', supporting
the Australian Government in securing an effective outcome from the
Paris negotiations, and became a signatory to the Paris Pledge for
Action, pledging the Company's support to ensuring that the level
of ambition set by the Agreement is met or exceeded.
BHP's climate change strategy focuses on reducing its
operational greenhouse gas (GHG) emissions, investing in low
emissions technologies, promoting product stewardship, managing
climate-related risk and opportunity, and working with others to
enhance the global policy and market response.
In July 2019, the CEO of BHP announced additional actions the
Company will be taking to aid the transition to a lower carbon
world. These include:
-- A five-year, US$400 million Climate Investment Program to
develop opportunities to reduce emissions from BHP's own
operations, as well as those generated from the use of its
products;
-- Establishing a new medium-term, science-based target for
scope one and two emissions in line with the Paris Agreement. This
is in addition to BHP's short-term target to cap 2022 emissions at
2017 levels, and long-term goal of net-zero emissions by
mid-century in line with the Paris Agreement goals;
-- Developing a new climate portfolio analysis report in 2020,
following on from BHP's 2015 two degree scenario analysis. This new
report will evaluate the potential impacts of a broader range of
scenarios and a transition to a 'well below' two degree world,
again in line with the goals of the Paris Agreement;
-- Strengthening the link between emissions performance and
executive remuneration. From 2021, this link will be clarified to
further reinforce the strategic importance and responsibility of
reducing emissions as a business; and
-- Committing to work with BHP's customers to reduce scope 3
emissions, and to set public goals to address scope 3
emissions.
Value of Industry Membership
BHP believes that industry associations have the capacity to
play a key role in advancing the development of standards, best
practices and constructive policy that are of benefit to members,
the economy and society.
Membership provides BHP with the ability to lead, influence and
strengthen standards in relation to various issues, including
workplace health and safety, environmental protection, global
warming, community engagement, workforce skills and diversity, and
measures that support economic growth, which would not be possible
to replicate.
Resolution 2 makes no reference to the broader benefits that
industry associations can provide.
Industry has an important role to play in working with
governments and other stakeholders to inform the development of an
effective, long-term policy framework to respond effectively to the
climate challenge.
Review of Advocacy by Industry Associations
The Board recognises that there is increasing stakeholder
interest in the nature and role of industry associations, and the
extent to which the positions of industry associations on key
issues are aligned with those of member companies.
BHP has robust governance processes in place to monitor and
review the climate and energy policy positions of its industry
association memberships, and to act when these positions are found
to be materially different to BHP's core climate and energy policy
positions. These governance processes include the Board, which has
considered and discussed the Company's industry association
memberships in the context of climate and energy policy on a number
of occasions in recent years.
BHP published its first industry association review report in
December 2017(1) . As a result of this review, BHP ceased its
membership of the World Coal Association. BHP also worked with the
Minerals Council of Australia and the United States Chamber of
Commerce to develop new climate and energy policy positions.
BHP is currently conducting its 2019 industry association review
and will publish the outcome of the review. The review includes
comparison of the positions taken by relevant industry associations
since January 2018 as against the positions held by BHP in climate
and energy policy areas of importance to the Company. The
methodology of the review will be consistent with that which
underpinned the 2017 industry association review with scope changes
including review of Coal21. The Board is being updated in relation
to the review and will endorse the outcomes.
The substance of Resolution 2 therefore incorporates what the
Company has been doing since 2017 and continues to do, with the
outcomes of the latest iteration to be released this year.
Responding to global warming remains a priority governance and
strategic issue for BHP and the Company will continue to take
action.
The text of Resolutions 1 and 2 is set out below in Attachment
A. Footnotes from the original have been omitted.
Further information on BHP can be found at: bhp.com
(1)
https://www.bhp.com/our-approach/operating-with-integrity/industry-associations-bhps-approach.
ATTACHMENT A
Resolution 1
Special resolution to amend our company's constitution
To amend the constitution to insert a new clause 46:
Member resolutions at general meeting
The shareholders in general meeting may by ordinary resolution
express an opinion, ask for information, or make a request, about
the way in which a power of the company partially or exclusively
vested in the directors has been or should be exercised. However,
such a resolution must relate to an issue of material relevance to
the company or the company's business as identified by the company,
and cannot either advocate action which would violate any law or
relate to any personal claim or grievance. Such a resolution is
advisory only and does not bind the directors or the company.
Resolution 2
Ordinary resolution on lobbying inconsistent with the goals of
the Paris Agreement
Shareholders recommend that our company suspend memberships of
Industry Associations where:
a. a major function of the Industry Association is to undertake
lobbying, advertising and/or advocacy relating to climate and/or
energy policy (Advocacy); and
b. the Industry Association's record of Advocacy since January
2018 demonstrates, on balance, inconsistency with the Paris
Agreement's goals.
Nothing in this resolution should be read as limiting the
Board's discretion to take decisions in the best interests of our
company.
Media Relations Investor Relations
Email: media.relations@bhp.com Email: investor.relations@bhp.com
Australia and Asia Australia and Asia
Gabrielle Notley Tara Dines
Tel: +61 3 9609 3830 Mobile: Tel: +61 3 9609 2222 Mobile:
+61 411 071 715 + 61 499 249 005
United Kingdom and South Africa United Kingdom and South Africa
Neil Burrows Elisa Morniroli
Tel: +44 20 7802 7484 Mobile: Tel: +44 20 7802 7611 Mobile:
+44 7786 661 683 +44 7825 926 646
North America Americas
Judy Dane James Wear
Tel: +1 713 961 8283 Mobile: Tel: +1 713 993 3737 Mobile:
+1 713 299 5342 +1 347 882 3011
BHP Group Limited ABN 49 004 BHP Group plc Registration
028 077 number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: Level 18, Registered Office: Nova South,
171 Collins Street 160 Victoria Street
Melbourne Victoria 3000 Australia London SW1E 5LB United Kingdom
Tel +61 1300 55 4757 Fax +61 Tel +44 20 7802 4000 Fax +44
3 9609 3015 20 7802 4111
Members of the BHP Group which is
headquartered in Australia
Follow us on social media
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKPDBOBKKPCK
(END) Dow Jones Newswires
September 05, 2019 03:45 ET (07:45 GMT)
Bhp (LSE:BHP)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Bhp (LSE:BHP)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024
