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2008 BHP Billiton Annual Report

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2008 BHP Billiton Annual Report Annual Report 2008 For several years now, Asian economies have been driven by a fundamental shift in the rate of industrialisation and urbanisation of their massive populations. These economies have accounted for more global growth than has the United States. This growth will drive the course of the world economy for years to come. BHP Billiton produces and supplies world markets, including the developing Asian and other economies, with many of the natural resources they rely on to fuel their growth. These resources include iron ore, copper, nickel, alumina, manganese, coal, uranium, oil and gas. As the world’s leading natural resources company, we are central to the growth of the world’s developing economies. We really are resourcing the future. Our Charter Outlining our purpose, plans, values and measures of success Our Charter outlines the actions, values and measures by which we judge our success in creating long-term value through discovering, developing and converting natural resources. Earning the trust of our employees, contractors, customers, suppliers, communities and shareholders is a vital aspect of our success. Our values embrace safety and the environment, integrity, high performance, win-win relationships, the courage to lead change and respect for each other. Link to ‘Our Charter’ at www.bhpbilliton.com/aboutus/charter This Annual Report is issued subject to the Important Notices appearing on page 268 of this Annual Report. BHP Billiton Limited. ABN 49 004 028 077. Registered in Australia. Registered office: 180 Lonsdale Street, Melbourne, Victoria 3000, Australia BHP Billiton Plc. Registration number 3196209. Registered in England and Wales. Registered office: Neathouse Place, London SW1V 1BH, UK Contents 1. Key information 3 5. Corporate Governance Statement 123 1.1 Our business 5 5.1 Governance at BHP Billiton 125 1.2 Chairman’s Review 6 5.2 Shareholder engagement 126 1.3 Chief Executive Officer’s Report 7 5.3 Board of Directors 126 1.4 Selected key measures 8 5.4 Board of Directors – Review, re-election 1.5 Risk factors 9 and renewal 129 1.6 Forward looking statements 12 5.5 Board Committees 130 5.6 Risk management 134 2. Information on the Company 13 5.7 Management 134 5.8 Business conduct 135 2.1 BHP Billiton locations 16 5.9 Market disclosure 135 2.2 Business overview 16 5.10 Conformance with corporate governance standards 136 2.3 Production 48 2.4 Marketing 53 6. Remuneration Report 137 2.5 Minerals exploration 53 2.6 Global Technology 53 6.1 The Remuneration Committee 139 2.7 Resource and Business Optimisation 53 6.2 Reporting requirements 139 2.8 Government regulations 54 6.3 Remuneration policy and structure 139 2.9 Sustainable Development – Health, Safety, 6.4 Group Management Committee remuneration details 141 Environment and Community 56 6.5 Group Management Committee remuneration 2.10 Closure and rehabilitation 57 and share awards 142 2.11 Employees 57 6.6 Non-executive Directors 147 2.12 Organisational structure 58 6.7 Aggregate Directors’ remuneration 148 2.13 Material contracts 59 6.8 Group performance 149 2.14 Constitution 60 6.9 Earnings performance 149 2.15 Reserves and resources 63 6.10 Share prices 149 3. Operating and financial review and prospects 93 7. Directors’ Report 151 3.1 Introduction 95 7.1 Principal activities, state of affairs and business review 153 3.2 Our strategy 95 7.2 Share capital and buy-back programs 153 3.3 Key measures 96 7.3 Results, financial instruments and going concern 155 3.4 External factors and trends affecting our results 98 7.4 Directors 155 3.5 Application of critical accounting policies and estimates 100 7.5 Remuneration and share interests 155 3.6 Operating results 101 7.6 Secretaries 155 3.7 Liquidity and capital resources 112 7.7 Indemnities and insurance 155 3.8 Off-balance sheet arrangements 7.8 Employee policies and involvement 156 and contractual commitments 116 7.9 Environmental performance 156 3.9 Subsidiaries and related party transactions 116 7.10 Dividends 156 3.10 Significant changes 116 7.11 Auditors 156 7.12 Non-audit services 157 4. Board of Directors and 7.13 Value of land 157 Group Management Committee 117 7.14 Political and charitable donations 157 4.1 Board of Directors 119 7.15 Exploration, research and development 157 4.2 Group Management Committee 122 7.16 Creditor payment policy 157 7.17 Class order 157 7.18 Proceedings on behalf of BHP Billiton Limited 157 7.19 Directors’ shareholdings 157 7.20 GMC members’ shareholdings (other than Directors) 158 7.21 Performance in relation to environmental regulation 158 7.22 Share capital, restrictions on transfer of shares and other additional information 158 BHP BILLITON ANNUAL REPORT 2008 - 1 5463 BHPB AR_Cont_Section 1.indd 1 9/12/08 10:00:10 AM Contents continued 8. Legal proceedings 159 9. Financial Statements 163 Consolidated Income Statement 165 Consolidated Statement of Recognised Income and Expense 166 Consolidated Balance Sheet 167 Consolidated Cash Flow Statement 168 Notes to the Financial Statements 169 BHP Billiton Plc 236 Directors’ declaration 240 Statement of Directors’ responsibilities in respect of the Annual Report and the Financial Statements 241 Lead Auditor’s Independence Declaration 242 Independent Auditors’ Reports 243 Supplementary oil and gas information (unaudited) 245 10. Glossary 251 10.1 Non-mining terms 253 10.2 Mining and mining-related terms 254 10.3 Units of measure 256 11. Shareholder information 257 11.1 Markets 259 11.2 Share ownership 259 11.3 Dividends 262 11.4 Share price information 262 11.5 Taxation 264 11.6 Ancillary information for our shareholders 266 2 - BHP BILLITON ANNUAL REPORT 2008 5463 BHPB AR_Cont_Section 1.indd 2 9/12/08 10:01:23 AM Section 1 Key information Contents page 1.1 Our business 5 1.2 Chairman’s Review 6 1.3 Chief Executive Officer’s Report 7 1.4 Selected key measures 8 1.4.1 Financial information 8 1.4.2 Operational information 9 1.5 Risk factors 9 1.6 Forward looking statements 12 BHP BILLITON ANNUAL REPORT 2008 - 3 5463 BHPB AR_Cont_Section 1.indd 3 9/12/08 10:01:38 AM 4 - BHP BILLITON ANNUAL REPORT 2008 5463 BHPB AR_Cont_Section 1.indd 4 9/12/08 10:01:54 AM 1 KEY INFORMATION 1.1 Our business We are the world’s largest diversified natural resources company, our objective being to create long-term value through the discovery, development and conversion of natural resources, and the provision of innovative customer and market-focused solutions. We have significant businesses producing alumina and aluminium, copper, energy (thermal) coal, iron ore, nickel, manganese, metallurgical coal, oil and gas and uranium, as well as gold, zinc, lead, silver and diamonds. We have approximately 41,000 employees, and 61,000 contractors, working in more than 100 operations in over 25 countries. The Group is headquartered in Melbourne, Australia, Pre-conditional offers for Rio Tinto and consists of the BHP Billiton Limited Group and the On 6 February 2008, we announced the terms of two inter- BHP Billiton Plc Group as a combined enterprise, following conditional offers for the entire ordinary share capital of the completion of the Dual Listed Company (DLC) merger Rio Tinto plc and Rio Tinto Limited, which, together with their in June 2001. BHP Billiton Limited and BHP Billiton Plc have respective subsidiaries operate as a single economic entity each retained their separate corporate identities and maintained under a dual listed company structure known as Rio Tinto. their separate stock exchange listings, but they are operated and managed as if they are a single unified economic entity, Rio Tinto is a leading international mining group, producing with their boards and senior executive management comprising alumina and aluminium, bauxite, copper, diamonds, iron ore, the same people. metallurgical and energy coal and uranium as well as other base metals and industrial minerals. In 2007, Rio Tinto acquired BHP Billiton Limited has a primary listing on the Australian Alcan, Inc., making its aluminium product group a global leader Securities Exchange (ASX) in Australia and secondary listings in aluminium. The total cost of the acquisition amounted on the Frankfurt Stock Exchange in Germany and the Zurich Stock to US$38.7 billion in cash, including fees. Exchange in Switzerland. BHP Billiton Plc has a primary listing on the London Stock Exchange (LSE) in the UK and a secondary Under the announced offers, we will offer 3.4 BHP Billiton shares listing on the Johannesburg Stock Exchange in South Africa. for each Rio Tinto share tendered. In addition, BHP Billiton Limited American Depositary Receipts The offers are subject to certain pre-conditions relating (ADRs) and BHP Billiton Plc ADRs trade on the New York Stock to merger control and regulatory approvals in a number of Exchange (NYSE) in the US. jurisdictions, including the approval of anti-trust authorities As at 30 June 2008, we had a market capitalisation of in the European Union, the United States, Australia, Canada approximately US$225 billion. For the year ended 30 June 2008, and South Africa and foreign investment authorities in Australia. we reported revenue of US$59.5 billion, profit from operations On 2 July 2008, the US Department of Justice and the Federal of US$24.1 billion, net profit attributable to shareholders of Trade Commission granted early termination of the Hart-Scott- US$15.4 billion and net operating cash flow of US$18.2 billion. Rodino waiting period for the offers, which satisfied part of the merger control pre-conditions. We can only invoke We operate nine Customer Sector Groups (CSGs) aligned with a pre-condition to allow the offers not to proceed or to be the commodities which we extract and market, being: withdrawn where it is of material significance to us in the • Petroleum context of the offers and the UK Panel on Takeovers and • Aluminium Mergers has given its prior approval.
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