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Annual Report 2015 Resourcing Global Growth Annual Report 2015 Our Charter

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Annual Report 2015 Resourcing Global Growth Annual Report 2015 Our Charter BHP Billiton Annual Report 2015 BHP Billiton Annual Report Resourcing global growth Annual Report 2015 Our Charter We are BHP Billiton, Our purpose is to create long-term shareholder value through the discovery, a leading global acquisition, development and marketing of natural resources. resources company. Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity, geography and market. Our Values Sustainability Putting health and safety first, being environmentally responsible and supporting our communities. Integrity Doing what is right and doing what we say we will do. Respect Embracing openness, trust, teamwork, diversity and relationships that are mutually beneficial. Performance Achieving superior business results by stretching our capabilities. Simplicity Focusing our eff orts on the things that matter most. Accountability Defining and accepting responsibility and delivering on our commitments. We are successful when: Our people start each day with a sense of purpose and end the day with a sense of accomplishment. Our communities, customers and suppliers value their relationships with us. Our asset portfolio is world-class and sustainably developed. Our operational discipline and financial strength enables our future growth. Our shareholders receive a superior return on their investment. Andrew Mackenzie Chief Executive Off icer BHP Billiton Limited. ABN 49 004 028 077. Registered in Australia. Registered off ice: 171 Collins Street, Melbourne, Victoria 3000, Australia. BHP Billiton Plc. Registration number 3196209. Registered in England and Wales. Registered off ice: Neathouse Place, London SW1V 1LH, United Kingdom. Each of BHP Billiton Limited and BHP Billiton Plc is a member of the BHP Billiton Group, which is headquartered in Australia. BHP Billiton is a Dual Listed Company structure comprising BHP Billiton Limited and BHP Billiton Plc. The two entities continue to exist as separate companies but operate as a combined Group known as BHP Billiton. The headquarters of BHP Billiton Limited and the global headquarters of the combined BHP Billiton Group are located in Melbourne, Australia. BHP Billiton Plc is located in London, United Kingdom. Both companies have identical Boards of Directors and are run by a unified management team. Throughout this publication, the Boards are referred to collectively as the Board. Shareholders in each company have equivalent economic and voting rights in the BHP Billiton Group as a whole. Throughout this Annual Report, the terms BHP Billiton, the Company and the Group refer to the combined group, including both BHP Billiton Limited and subsidiary companies and BHP Billiton Plc and subsidiary companies. 1 Contents Report Strategic 1 Strategic Report 3 1.1 Chairman’s Review 4 1.9 Remuneration 27 1.2 Chief Executive Officer’s Report 5 1.10 Key performance indicators 28 1.3 Our Company 6 1.11 Summary of consolidated performance 30 1.4 BHP Billiton locations 11 1.12 Our Businesses 35 1.5 Strategy and business model 12 1.13 Our people 46 1.6 Strategic priorities 16 1.14 Sustainability 50 1.7 Management of risk 20 1.15 Additional information 59 1.8 Corporate governance 26 2 2 Business overview 71 Business overview 2.1 Business Groups 72 2.2 Production 95 2.1.1 Petroleum and Potash Business 72 2.2.1 Petroleum 95 2.1.2 Copper Business 80 2.2.2 Minerals 96 2.1.3 Iron Ore Business 83 2.3 Reserves and resources 100 2.1.4 Coal Business 87 2.3.1 Petroleum reserves 100 2.1.5 Other assets 91 2.3.2 Mineral Resources and Ore Reserves 106 2.1.6 Marketing 93 2.4 Major projects 126 2.1.7 Discontinued operations 94 2.5 Business performance 127 3 Corporate Governance Statement 133 3.1 Governance at BHP Billiton 134 3.12 Board meetings and attendance 149 3 3.2 Board of Directors and Group 3.13 Director re-election 149 Statement Governance Corporate Management Committee 136 3.14 Board committees 150 3.3 Shareholder engagement 141 3.15 Risk management governance structure 159 3.4 Role and responsibilities of the Board 142 3.16 Management 160 3.5 Board membership 142 3.17 Business conduct 161 3.6 Chairman 143 3.18 Market disclosure 162 3.7 Senior Independent Director 143 3.19 Remuneration 162 3.8 Director skills, experience and attributes 143 3.20 Directors’ share ownership 162 3.9 Director induction, training and development 145 3.21 Conformance with corporate governance standards 162 3.10 Independence 147 3.22 Additional UK disclosure 163 3.11 Board evaluation 148 4 Remuneration Report 164 4 4.1 Annual statement by the Remuneration 4.3 Remuneration policy report 167 Report Remuneration Committee Chairman 165 4.4 Annual report on remuneration 174 4.2 Introduction to the Remuneration Report 166 5 Directors’ Report 197 5.1 Review of operations, principal 5.11 Auditors 201 activities and state of affairs 198 5.12 Non-audit services 201 5.2 Share capital and buy-back programs 199 5.13 Political donations 202 5.3 Results, financial instruments 5.14 Exploration, research and development 202 and going concern 200 5.15 Class Order 202 5.4 Directors 200 5.16 Proceedings on behalf of BHP Billiton Limited 202 5.5 Remuneration and share interests 200 5.17 Directors’ shareholdings 202 5.6 Secretaries 200 5 5.18 GMC members’ shareholdings (other than Directors) 202 Report Directors’ 5.7 Indemnities and insurance 201 5.19 Performance in relation to environmental regulation 203 5.8 Employee policies 201 5.20 Share capital, restrictions on transfer of shares 5.9 Corporate governance 201 and other additional information 203 5.10 Dividends 201 6 Legal proceedings 204 BHP Billiton Annual Report 2015 1 Contents continued 7 Financial Statements 205 7.1 Consolidated Financial Statements 206 7.5 Lead Auditor’s Independence Declaration 7.2 BHP Billiton Plc 275 under Section 307C of the Australian 7.3 Directors’ declaration 282 Corporations Act 2001 284 7.4 Statement of Directors’ Responsibilities 7.6 Independent Auditors’ reports 285 in respect of the Annual Report and the 7.7 Supplementary oil and gas information – unaudited 289 Financial Statements 283 8 Glossary 295 8.1 Mining, oil and gas-related terms 296 8.3 Terms used in reserves and resources 301 8.2 Non-mining, oil and gas terms 298 8.4 Units of measure 301 9 Shareholder information 302 9.1 History and development 303 9.7 Dividends 311 9.2 Markets 303 9.8 Share price information 311 9.3 Organisational structure 303 9.9 American Depositary Receipts fees and charges 313 9.4 Material contracts 304 9.10 Taxation 313 9.5 Constitution 304 9.11 Government regulations 318 9.6 Share ownership 308 9.12 Ancillary information for our shareholders 320 2 BHP Billiton Annual Report 2015 1 Strategic Report BHP Billiton Annual Report 2015 3 1 Strategic Report continued 1.1 Chairman’s Review BHP Billiton is a global company that values our host communities. Our tax payments are just one part of the contribution we make to the communities in which we operate. We paid more than US$7.3 billion to governments worldwide in 2015. BHP Billiton is one of Australia’s largest taxpayers. In addition, we invested more than US$225 million in local communities across the world on projects that include improving access to education and healthcare. Climate change remains a strategic consideration for your Board. We understand the importance of reducing the Company’s greenhouse gas emissions and ensuring the resilience of our business. Policy measures are also needed to effect reductions in emissions. We are contributing to practical and effective policy development and supporting the efforts of nations to reach a global agreement in Paris in December 2015. It is with profound sadness that the Board pays tribute to Sir John Buchanan after his passing in July 2015. Sir John served as a Non-executive Director of BHP Billiton from 2003 up until Dear Shareholder the time of his death and was the Senior Independent Director of BHP Billiton Plc. Sir John provided wise counsel to his fellow In the past year, we have seen continued growth in the global Directors and to management and we will miss him greatly – economy despite significant drops in commodity prices and both personally and for his invaluable contribution as a Director. volatility in currency and financial markets. I would also like to thank Keith Rumble and Carlos Cordeiro for At last year’s Annual General Meetings I said, ‘Events this year their valuable contribution over the years. Keith Rumble retired (FY2014) have been a reminder of how uncertain and volatile politics from the Board in May this year, while Carlos Cordeiro will retire and economics can be’. This year, those trends have accelerated. after the Annual General Meetings later this year. In line with While this level of uncertainty in the global economy can be our planned approach to Board succession, we appointed unsettling, for over 130 years your Company has demonstrated Anita Frew to the Board as a Non-executive Director with effect the ability to successfully overcome difficult challenges. from 15 September 2015. Anita’s depth of experience in strategic Against this backdrop, in FY2015 we set production records and risk management, marketing and governance across a broad across many of our operations. This, combined with a focus on range of sectors will enable her to make a significant contribution productivity, offset some of the downturn in commodity prices. to the Board. We also announced that Shriti Vadera will assume While our financial performance was impacted by market the role of Senior Independent Director of BHP Billiton Plc.
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