BHP 2019 AGM Results
Group Governance
7 November 2019
|
To: Australian Securities Exchange London Stock Exchange |
cc: New York Stock Exchange JSE Limited
|
FOR ANNOUNCEMENT TO THE MARKET
Please find attached the results of the business conducted at the meeting of shareholders of BHP Group Limited held in Sydney, Australia on 7 November 2019 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 17 October 2019.
As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Group Limited and BHP Group Plc are attached.
The final proxy position for each company is detailed in Appendix 1. The additional information required in respect of BHP Group Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2.
A copy of the resolutions passed at the closure of the poll today has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.
Rachel Agnew
Company Secretary
The poll results for BHP Group Limited and BHP Group Plc as follows:
|
|
Business |
Votes For |
% |
Votes Against |
% |
Total Votes Cast |
Abstentions1 |
Result |
|
1 |
To receive the 2019 Financial Statements and Reports for BHP (an ordinary resolution) |
3,113,182,321 |
99.60% |
12,565,307 |
0.40% |
3,125,747,628 |
36,059,445 |
CARRIED |
|
2 |
To appoint Ernst & Young as the auditor of BHP Group Limited and Ernst & Young LLP as the auditor of BHP Group Plc (an ordinary resolution) |
3,153,312,644 |
99.90% |
3,061,009 |
0.10% |
3,156,373,653 |
5,431,081 |
CARRIED |
|
3 |
To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc (an ordinary resolution) |
3,150,595,541 |
99.83% |
5,390,202 |
0.17% |
3,155,985,743 |
5,801,538 |
CARRIED |
|
4 |
To approve the general authority to issue shares in BHP Group Plc (an ordinary resolution) |
3,095,761,004 |
98.18% |
57,296,223 |
1.82% |
3,153,057,227 |
8,750,165 |
CARRIED |
|
5 |
To approve the authority to allot equity securities in BHP Group Plc for cash (a special resolution) |
3,095,772,396 |
98.19% |
56,994,023 |
1.81% |
3,152,766,419 |
9,039,487 |
CARRIED |
|
6 |
To authorise the repurchase of shares in BHP Group Plc (a special resolution) |
3,134,981,652 |
99.36% |
20,237,429 |
0.64% |
3,155,219,081 |
6,553,647 |
CARRIED |
|
7 |
To approve the Directors' remuneration policy (an ordinary resolution) |
2,934,332,039 |
93.50% |
203,907,720 |
6.50% |
3,138,239,759 |
23,166,578 |
CARRIED |
|
8 |
To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy (a non-binding ordinary resolution) |
3,054,188,352 |
97.25% |
86,216,379 |
2.75% |
3,140,404,731 |
21,012,150 |
CARRIED |
|
9 |
To approve the 2019 Remuneration Report (a non-binding ordinary resolution) |
3,044,797,424 |
96.65% |
105,394,556 |
3.35% |
3,150,191,980 |
11,217,511 |
CARRIED |
|
10 |
To approve the grant to the Executive Director (an ordinary resolution) |
3,072,293,401 |
97.48% |
79,330,750 |
2.52% |
3,151,624,151 |
10,460,699 |
CARRIED |
|
11 |
To elect Ian Cockerill as a Director of BHP (an ordinary resolution) |
3,149,581,523 |
99.82% |
5,801,867 |
0.18% |
3,155,383,390 |
6,433,861 |
CARRIED |
|
12 |
To elect Susan Kilsby as a Director of BHP (an ordinary resolution) |
3,122,110,362 |
98.94% |
33,427,852 |
1.06% |
3,155,538,214 |
6,271,454 |
CARRIED |
|
13 |
To re-elect Terry Bowen as a Director of BHP (an ordinary resolution) |
3,124,014,076 |
99.01% |
31,257,113 |
0.99% |
3,155,271,189 |
6,547,598 |
CARRIED |
|
14 |
To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution) |
3,027,052,874 |
98.93% |
32,716,019 |
1.07% |
3,059,768,893 |
102,047,893 |
CARRIED |
|
15 |
To re-elect Anita Frew as a Director of BHP (an ordinary resolution) |
3,122,452,983 |
98.95% |
33,228,397 |
1.05% |
3,155,681,380 |
6,135,407 |
CARRIED |
|
16 |
To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution) |
3,123,743,399 |
98.98% |
32,305,653 |
1.02% |
3,156,049,052 |
5,765,867 |
CARRIED |
|
17 |
To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution) |
2,980,191,068 |
97.40% |
79,567,527 |
2.60% |
3,059,758,595 |
102,057,892 |
CARRIED |
|
18 |
To re-elect John Mogford as a Director of BHP (an ordinary resolution) |
3,124,165,627 |
99.01% |
31,360,788 |
0.99% |
3,155,526,415 |
6,290,372 |
CARRIED |
|
19 |
To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution) |
3,023,504,331 |
98.81% |
36,352,546 |
1.19% |
3,059,856,877 |
101,954,982 |
CARRIED |
|
20 |
To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution) |
3,092,635,298 |
98.00% |
63,120,017 |
2.00% |
3,155,755,315 |
6,063,471 |
CARRIED |
|
21 |
To amend the constitution of BHP Group Limited (a special resolution) |
444,144,845 |
15.32% |
2,455,287,247 |
84.68% |
2,899,432,092 |
262,330,577 |
NOT CARRIED |
|
|
||||||||
|
|
Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Poll figures are provided below for information purposes only and do not constitute a voting result. |
|||||||
|
22 |
To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement (an ordinary resolution, the validity of which is conditional on Item 21 being passed)2 |
820,616,635 |
27.07% |
2,210,659,290 |
72.93% |
3,031,275,925 |
130,375,242 |
NOT VALID |
|
1. In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at BHP Group Plc's meeting are aggregated with "abstained" votes at BHP Group Limited's meeting. For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.
2. BHP consulted extensively with its shareholders on Resolution 22 in the lead up to the Annual General Meetings and will be conducting further consultations in the next few months in relation to shareholders' views on this matter. The shareholder consultations conducted to date helped inform the enhancements to the scope and methodology of BHP's 2019 Industry Association Review, which are outlined on the company's website at https://www.bhp.com/our-approach/operating-with-integrity/industry-associations-bhps-approach/2019-industry-association-review. |
||||||||
APPENDIX 1
BHP Group Limited & BHP Group Plc - Final Proxy Position
|
|
|
Limited |
Plc |
|
1 |
To receive the 2019 Financial Statements and Reports for BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,569,372,532 |
1,552,627,984 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,537,065,060 |
1,543,360,176 |
|
- |
was to vote against the resolution |
3,438,549 |
9,120,379 |
|
- |
was to abstain on the resolution |
28,354,999 |
7,702,065 |
|
- |
may vote at the proxy's discretion
|
28,868,923 |
147,429 |
|
2 |
To appoint Ernst & Young as the auditor of BHP Group Limited and Ernst & Young LLP as the auditor of BHP Group Plc (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,595,143,455 |
1,557,484,853 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,563,829,781 |
1,557,014,692 |
|
- |
was to vote against the resolution |
2,721,696 |
332,827 |
|
- |
was to abstain on the resolution |
2,581,736 |
2,845,197 |
|
- |
may vote at the proxy's discretion
|
28,591,978 |
137,334 |
|
3 |
To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,776,192 |
1,557,468,657 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,561,410,399 |
1,556,737,135 |
|
- |
was to vote against the resolution |
4,778,190 |
594,129 |
|
- |
was to abstain on the resolution |
2,931,546 |
2,861,393 |
|
- |
may vote at the proxy's discretion
|
28,587,603 |
137,393 |
|
4 |
To approve the general authority to issue shares in BHP Group Plc (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,258,130 |
1,555,070,683 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,558,570,677 |
1,504,960,851 |
|
- |
was to vote against the resolution |
6,994,661 |
49,972,393 |
|
- |
was to abstain on the resolution |
3,470,479 |
5,258,867 |
|
- |
may vote at the proxy's discretion
|
28,692,792 |
137,439 |
|
5 |
To approve the authority to allot equity securities in BHP Group Plc for cash (a special resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,593,964,515 |
1,555,067,790 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,559,123,906 |
1,504,078,698 |
|
- |
was to vote against the resolution |
6,109,195 |
50,851,053 |
|
- |
was to abstain on the resolution |
3,762,108 |
5,262,260 |
|
- |
may vote at the proxy's discretion
|
28,731,414 |
138,039 |
|
6 |
To authorise the repurchase of shares in BHP Group Plc (a special resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,088,189 |
1,557,397,306 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,560,087,804 |
1,542,473,206 |
|
- |
was to vote against the resolution |
5,425,374 |
14,785,089 |
|
- |
was to abstain on the resolution |
3,606,555 |
2,931,445 |
|
- |
may vote at the proxy's discretion
|
28,575,011 |
139,011 |
|
7 |
To approve the Directors' remuneration policy (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,589,799,645 |
1,545,439,698 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,483,944,394 |
1,418,931,950 |
|
- |
was to vote against the resolution |
77,354,639 |
126,368,803 |
|
- |
was to abstain on the resolution |
7,912,041 |
14,890,309 |
|
- |
may vote at the proxy's discretion
|
28,500,612 |
138,945 |
|
8 |
To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy (a non-binding ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,588,553,195 |
1,548,837,775 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,528,295,900 |
1,494,567,018 |
|
- |
was to vote against the resolution |
31,998,403 |
54,131,447 |
|
- |
was to abstain on the resolution |
9,168,993 |
11,492,274 |
|
- |
may vote at the proxy's discretion
|
28,258,892 |
139,310 |
|
9 |
To approve the 2019 Remuneration Report (a non-binding ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,589,913,221 |
1,557,271,099 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,526,285,735 |
1,487,162,816 |
|
- |
was to vote against the resolution |
35,284,225 |
69,969,029 |
|
- |
was to abstain on the resolution |
7,802,077 |
3,058,450 |
|
- |
may vote at the proxy's discretion
|
28,343,261 |
139,254 |
|
10 |
To approve the grant to the Executive Director (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,590,023,118 |
1,557,871,509 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,538,700,181 |
1,501,646,593 |
|
- |
was to vote against the resolution |
23,080,627 |
56,084,197 |
|
- |
was to abstain on the resolution |
7,679,434 |
2,758,409 |
|
- |
may vote at the proxy's discretion
|
28,242,310 |
140,719 |
|
11 |
To elect Ian Cockerill as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,236,616 |
1,557,396,567 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,561,207,580 |
1,555,752,921 |
|
- |
was to vote against the resolution |
4,285,459 |
1,506,312 |
|
- |
was to abstain on the resolution |
3,489,999 |
2,933,363 |
|
- |
may vote at the proxy's discretion
|
28,743,577 |
137,334 |
|
12 |
To elect Susan Kilsby as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,389,626 |
1,557,398,962 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,546,871,859 |
1,542,744,888 |
|
- |
was to vote against the resolution |
18,878,434 |
14,518,736 |
|
- |
was to abstain on the resolution |
3,329,345 |
2,931,029 |
|
- |
may vote at the proxy's discretion
|
28,639,333 |
135,338 |
|
13 |
To re-elect Terry Bowen as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,136,622 |
1,557,396,172 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,560,969,600 |
1,530,432,037 |
|
- |
was to vote against the resolution |
4,424,551 |
26,825,200 |
|
- |
was to abstain on the resolution |
3,591,409 |
2,933,878 |
|
- |
may vote at the proxy's discretion
|
28,742,471 |
138,935 |
|
14 |
To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,372,498 |
1,461,662,535 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,560,433,207 |
1,433,825,553 |
|
- |
was to vote against the resolution |
5,004,894 |
27,697,499 |
|
- |
was to abstain on the resolution |
3,356,533 |
98,667,514 |
|
- |
may vote at the proxy's discretion
|
28,934,397 |
139,483 |
|
15 |
To re-elect Anita Frew as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,609,821 |
1,557,329,002 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,559,746,360 |
1,530,043,504 |
|
- |
was to vote against the resolution |
6,065,907 |
27,147,842 |
|
- |
was to abstain on the resolution |
3,119,210 |
3,001,048 |
|
- |
may vote at the proxy's discretion
|
28,797,554 |
137,656 |
|
16 |
To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,896,877 |
1,557,400,094 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,560,768,326 |
1,530,434,254 |
|
- |
was to vote against the resolution |
5,455,042 |
26,829,005 |
|
- |
was to abstain on the resolution |
2,824,612 |
2,929,956 |
|
- |
may vote at the proxy's discretion
|
28,673,509 |
136,835 |
|
17 |
To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,484,326 |
1,461,522,862 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,526,675,555 |
1,420,827,824 |
|
- |
was to vote against the resolution |
38,999,867 |
40,558,119 |
|
- |
was to abstain on the resolution |
3,244,705 |
98,807,188 |
|
- |
may vote at the proxy's discretion
|
28,808,904 |
136,919 |
|
18 |
To re-elect John Mogford as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,405,041 |
1,557,383,117 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,561,553,346 |
1,529,924,893 |
|
- |
was to vote against the resolution |
4,031,279 |
27,320,890 |
|
- |
was to abstain on the resolution |
3,323,990 |
2,946,933 |
|
- |
may vote at the proxy's discretion
|
28,820,416 |
137,334 |
|
19 |
To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,527,036 |
1,461,586,146 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,558,411,265 |
1,432,353,796 |
|
- |
was to vote against the resolution |
7,250,381 |
29,089,002 |
|
- |
was to abstain on the resolution |
3,198,067 |
98,742,904 |
|
- |
may vote at the proxy's discretion
|
28,865,390 |
143,348 |
|
20 |
To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,594,603,154 |
1,557,401,616 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
1,550,561,040 |
1,509,195,921 |
|
- |
was to vote against the resolution |
15,038,020 |
48,067,261 |
|
- |
was to abstain on the resolution |
3,125,877 |
2,927,433 |
|
- |
may vote at the proxy's discretion
|
29,004,094 |
138,434 |
|
21 |
To amend the constitution of BHP Group Limited (a special resolution) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,499,715,407 |
1,396,086,514 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
152,449,967 |
289,452,233 |
|
- |
was to vote against the resolution |
1,319,450,787 |
1,106,490,643 |
|
- |
was to abstain on the resolution |
97,974,307 |
164,239,074 |
|
- |
may vote at the proxy's discretion
|
27,814,653 |
143,638 |
|
|
|||
|
|
Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Proxy figures are provided below for information purposes only.
|
||
|
22 |
To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement (an ordinary resolution, the validity of which is conditional on Item 21 being passed) |
||
|
* |
Total number of votes exercisable by all proxies validly appointed
|
1,587,854,333 |
1,439,923,426 |
|
* |
Total number of votes in respect of which the appointments specified that the proxy - |
||
|
- |
was to vote for the resolution |
472,571,252 |
345,799,507 |
|
- |
was to vote against the resolution |
1,087,762,035 |
1,093,979,115 |
|
- |
was to abstain on the resolution |
9,845,544 |
120,406,023 |
|
- |
may vote at the proxy's discretion
|
27,521,046 |
144,804 |
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom's Companies Act 2006 and in respect of BHP Group Plc, the votes validly cast1 as a percentage of the company's total issued share capital (as at 6pm on 17 October 2019) are:
|
|
Item of Business |
Votes cast %1 |
|
|
|
|
|
1 |
To receive the 2019 Financial Statements and Reports for BHP |
73.62%
|
|
2 |
To appoint Ernst & Young LLP as the auditor of BHP Group Plc and Ernst & Young as the auditor of BHP Group Limited |
73.85%
|
|
3 |
To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc |
73.84%
|
|
4 |
To approve the general authority to issue shares in BHP Group Plc |
73.73%
|
|
5 |
To approve the authority to allot equity securities in BHP Group Plc for cash |
73.73%
|
|
6 |
To authorise the repurchase of shares in BHP Group Plc |
73.84%
|
|
7 |
To approve the Directors' remuneration policy |
73.27%
|
|
8 |
To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy |
73.44%
|
|
9 |
To approve the 2019 Remuneration Report |
73.83%
|
|
10 |
To approve the grant to the Executive Director |
73.86%
|
|
11 |
To elect Ian Cockerill as a Director of BHP |
73.84%
|
|
12 |
To elect Susan Kilsby as a Director of BHP |
73.84%
|
|
13 |
To re-elect Terry Bowen as a Director of BHP |
73.84%
|
|
14 |
To re-elect Malcolm Broomhead as a Director of BHP |
69.31%
|
|
15 |
To re-elect Anita Frew as a Director of BHP |
73.84%
|
|
16 |
To re-elect Andrew Mackenzie as a Director of BHP |
73.84%
|
|
17 |
To re-elect Lindsay Maxsted as a Director of BHP |
69.30%
|
|
18 |
To re-elect John Mogford as a Director of BHP |
73.84%
|
|
19 |
To re-elect Shriti Vadera as a Director of BHP |
69.31%
|
|
20 |
To re-elect Ken MacKenzie as a Director of BHP |
73.84%
|
|
21 |
To amend the constitution of BHP Group Limited |
66.20%
|
|
22 |
To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement2 |
68.28%
|
1. This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 to 4 of this announcement.
2. Resolution 22 was not valid as it was conditional on Resolution 21 being approved by the required majority. The information contained above is for information purposes only.
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.
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