A modern mining company
22 February 2018
The Manager, Companies Australian Securities Exchange Companies Announcement Centre 20 Bridge Street Sydney NSW 2000
Dear Sir/Madam,
OZ Minerals 2017 Annual and Sustainability Report
OZ Minerals today announced its results for the full year ended 31 December 2017. Attached is the 2017 Annual and Sustainability Report including: • Directors’ Report • Remuneration Overview and Report • FY17 Financial Report • Sustainability Report
Sincerely,
Michelle Pole Company Secretary and Senior Legal Counsel
OZ Minerals Limited | ABN: 40 005 482 824 | Level 1, 162 Greenhill Road, Parkside South Australia 5063 T: +61 8 8229 6600 | F: +61 8 8229 6601 | [email protected] | www.ozminerals.com 2017 Annual and Sustainability Report OZ Minerals Limited ABN 40 005 482 824
2017 Annual and Sustainability Report
Contents 01
Contents
2017 Snapshot 02 Message from the Chairman and CEO 05 Operating review 06 Company Strategy 06 Prominent Hill 08 Carrapateena 10 West Musgrave 12 Exploration and Growth 13 Governance 14 Directors’ Report 19 Financial Review 29 Remuneration Overview and Report 37 Cautionary statement The sustainability section of this report contains forward-looking statements that relate to our activities, Sustainability Report 57 plans and objectives. Actual results may significantly differ from these statements, depending on a variety of factors. The term ‘material topic’ is used for Mineral Resources and Ore Reserves 81 voluntary sustainability reporting to describe topics that could affect our sustainability performance. By their nature, forward-looking statements involve risk Financial Report 91 and uncertainty because they relate to events and circumstances that will occur in the future and may be outside OZ Minerals' control. Given these risks Shareholder Information 131 and uncertainties, undue reliance should not be placed on forward looking statements. 02 ANNUAL AND SUSTAINABILITY REPORT 2017 112,008 tonnes of copper produced
126,713 ounces of gold produced
COPPER PRICE SNAPSHOT
$/lb US$/lb A$/lb 4.5 //Copper guidance achieved for third consecutive year and gold guidance exceeded
3.5 //Cost performance at the bottom of the annual guidance range //Cash balance lifted to $729 million after investment 2.5 into Carrapateena and ore inventory //Prominent Hill mine life further extended to 2029. 1.5 18 per cent increase in underground Ore Reserve Jan 13 Jan 14 Jan 15 Jan 16 Jan 17 Jan 18 provides for expected underground production rate of 3.5–4 Mtpa from 2019 through to 2029 //Carrapateena construction progressing on schedule GOLD PRICE and budget $/oz US$/oz A$/oz //West Musgrave in pre-feasibility with a parallel 2,000 exploration program looking at district potential //Two new international earn-in agreements and one 1,600 new Australian agreement established, taking pipeline of potential growth opportunities to seven
1,200 //Port Augusta selected as preferred location for progressing Concentrate Treatment Plant studies.
800 Jan 13 Jan 14 Jan 15 Jan 16 Jan 17 Jan 18 2017 Snapshot 03 $1,023m revenue
ALL ASSETS operating Mine Mine in construction Prominent Hill Study Phase //Open pit and underground operations Exploration //Copper concentrate (containing gold and silver) E Carrapateena NT //Project in construction //Commissioning in Q4 2019 WA OLD //Copper concentrate (containing gold and silver)
West Musgrave P //With Cassini Resources Limited SA //Pre-feasibility study underway P NSW //Commercialisation of copper/nickel magmatic sulphide mineralisation ACT Eloise VIC //With Minotaur Exploration Limited Punt Hill //Targeting Cannington style lead/zinc/silver //With Red Metal Limited mineralisation and high grade copper/gold //Targeting IOCG mineralisation 50km mineralisation south of Carrapateena project TAS Mount Woods Oaxaca
//With Minotaur Exploration Limited //With Acapulco Gold Corp MEXICO //Targeting brownfield copper resources //Targeting copper/zinc VHMS around Prominent Hill systems in southern Mexico Coompana Alvito //With Mithril Resources Ltd //With Avrupa Minerals Ltd //Targeting copper/nickel magmatic //Targeting shallow IOCG mineralisation sulphide mineralisation in southern Portugal O
FULL YEAR FINANCIAL RESULTS SUMMARY PORTUGAL
2017 2016 $m $m Group revenue 1,023.1 822.9 Underlying EBITDA 539.4 373.8 Net depreciation and amortisation (218.7) (208.7) Underlying EBIT 320.7 165.1 A Net financing income 8.7 9.0 Income tax expense (98.3) (39.8) Underlying NPAT 231.1 134.3 Non-underlying items net of tax – (26.5) NPAT 231.1 107.8 Dividends per share (cents) 20 20
Photo: Carrapateena access decline progress // November 2017 04 ANNUAL AND SUSTAINABILITY REPORT 2017
2017 FINANCIAL AND OPERATIONAL HIGHLIGHTS
//$1,023m revenue achieved //Phase 1 construction of Carrapateena commenced //$231.1m statutory net profit after tax //West Musgrave advanced to pre-feasibility //$729m cash balance with no debt study as project indicates economic viability //Earnings per share: 77.4 cents //Expanding portfolio of exploration projects //Total dividends for 2017: 20 cents per share, with two international earn-in joint ventures, fully franked in Mexico and Portugal, added to our pipeline and a further earn-in established near the //Third consecutive year copper production Carrapateena project. and cost guidance met at Prominent Hill //Carrapateena Native Title Mining Agreement signed with the Kokatha Aboriginal Corporation Message from the Chairman and CEO 05
Message from the Chairman and CEO
Dear Shareholders, Board renewal program Looking ahead, we will continue to deliver value for shareholders, enable growth and 2017 was a positive year for OZ Minerals, This phase of the Board renewal program is position ourselves well to capitalise on the achieving or exceeding our production drawing to a close. In 2017, Neil Hamilton encouraging macroeconomic sentiment and cost guidance, advancing our growth stepped down as Chairman after seven years through: strategy and growing our cash balance on the Board. Paul Dowd also stepped down to $729 million. This positions us strongly after eight years of service. Charles Lenegan //strengthening our reputation through to support our growth strategy whilst is to retire at the Annual General Meeting the reliable delivery of the Prominent Hill rewarding our shareholders with a 14 cents in April 2018 after eight years’ service. mine plan final dividend. These achievements were We thank Neil, Paul and Charles for their //on-budget and on-schedule construction supported by our lean and agile approach valuable support and guidance. of Carrapateena to delivery, our focus on building a culture Rebecca McGrath, who has been a director //completing the West Musgrave of innovation, and our capacity to work of OZ Minerals since 2010, was appointed pre-feasibility study together with our stakeholders to create Chairman. Three new non-executive directors //continuing to strengthen our approach value for all. – Tonianne Dwyer, Peter Tomsett and Peter to safe work Wasow – were appointed during the year, Growing the company //enhancing organisational culture by and together they bring a depth of technical, and delivering to strategy leveraging agility, lean operations and operational and senior management an innovative mindset Prominent Hill demonstrated its ability to experience from the resources sector and deliver reliable and predictable results as other industries. //maintaining our future growth pipeline it achieved annual production and cost by increasing the number of exploration guidance for the third consecutive year. Shareholder returns and study opportunities, and seeking Its mine life was further extended to 2029 The Board’s current policy is to target a acquisitions that provide foot-holds as a result of an 18 per cent increase in minimum dividend payment of 20 per cent into priority mineralised belts underground ore reserves, underlining its of net cash generation, while maintaining a //drilling of the Khamsin and Fremantle pedigree as a long life asset. strong balance sheet for investments such as Doctor mineralised systems and developing A financially robust Carrapateena copper– Carrapateena, buyback or other investment a Carrapateena ‘phase two’ expansion plan gold project progressed to construction and opportunities. As a result of another strong //simplifying our governance systems year, the Board declared a total, fully-franked the West Musgrave copper–nickel project //maintaining our focus on fostering dividend for 2017 of 20 cents per share, advanced to pre-feasibility. innovation and collaboration through made up of a half year payment of six cents the business. These developments and the broader per share and an end-year payment of execution of our growth strategy will 14 cents. 2017 earnings per share totaled Finally, we would like to close by thanking see OZ Minerals become a multi-mine 77.4 cents. our employees, community and contract company within the next five years and partners, and other stakeholders for their allow us to leverage a more robust 2018 priorities contribution in the past year. Their effort, foundation to grow shareholder value. The outlook for copper is optimistic with support and interest are vital to the success demand coming from traditional uses for of your company. Thank you. Innovation, safety and community copper such as infrastructure and transport. This year we pursued innovation to drive results. We took inspiration from within New uses for copper, stemming from a and outside our industry to learn lessons global focus on the environment, also in technology and culture that we could contribute to the projected growth in adapt and apply. demand. These new uses include electric vehicle batteries and cabling, renewable There was marked progress in safety energy generation and storage, and the performance at Prominent Hill during the need for efficient and reliable transmission year, after we implemented a number of of power; all of which require high usage safety improvement programs. Our overall of copper by weight. These innovations Rebecca McGrath total recordable injury frequency (TRIF) with a need for copper, combined with a Chairman rate was 6.39 compared to 6.8 in 2016. projected global mine supply shortfall due Adelaide, 22 February 2018 We continue to strengthen our approach to declining head grades and a lack of new to safe work. mines being developed in the coming years, suggest that copper will remain a sought We completed a Native Title Mining after commodity. Agreement with the Kokatha Aboriginal Corporation and the Partnership Management Committee is meeting quarterly to ensure progress is made on Andrew Cole our commitments, including employment Managing Director and CEO and business opportunities, as the Adelaide, 22 February 2018 Carrapateena project progresses. 06 ANNUAL AND SUSTAINABILITY REPORT 2017
Company Strategy
In 2017, we made major progress towards our vision of becoming a copper-core, global modern mining company that delivers superior value with multiple INING operating assets and a diverse exploration N M CO and project pipeline. Our alignment with ER M our vision and strategy translated into D P performance and achievement. C A O ss ust N ne om M si e Y u r b f Lean business A o n c Running a lean and agile business allows us to improve productivity a u e and channel the right resources to support growth and innovative L s thinking. We support this way of working through simplified systems, processes and technology, and we continuously seek ideas from our people to improve the way we operate. In 2017, Prominent Hill delivered at the top end of production VALUE guidance and at the bottom of cost guidance, enabling us to take advantage of improved copper prices and grow revenue to over $1 billion. CREATION r Another example of lean business is our agile project evaluation at e h Carrapateena. This enabled the mine’s design to be updated during t C s the feasibility study to relocate all underground development to t e footwall host rocks in the south-west from the north-east. This move o e g allows the ore body to be reached earlier and for infrastructure to be p s o S t established completely outside of the mineralised zone. p s a e a k f r r e e o co pl r ti w e ul e Copper core M w w Our focus on a copper core means we leverage our existing o capabilities to promote copper as a key driver of earnings and H opportunistically target base metal assets. Prominent Hill and Carrapateena are examples of projects that are Ca line well aligned to our strategy, with both assets producing some of the pital discip highest grade copper concentrates in the world. West Musgrave also demonstrates how we can apply our in-house competencies, skillsets and cumulative knowledge to other base metals.
Safe Our overall total recordable injury frequency (TRIF) rate is 6.39. We achieved a 41% TRIF reduction at Prominent Hill. We implemented several improvement initiatives at Prominent Hill in 2017 including a site Leadership Development Program to promote safety leadership and a changed mindset of the importance of safety outcomes. We also recorded 104 consecutive days injury free during the year. Company Strategy 07
Customer focus Our proposed, innovative Concentrate Treatment Plant (CTP) would enable the secondary processing of copper concentrate to remove iron and other impurities, increasing the percentage of copper in concentrate from between 30 and 40 per cent to between 55 and 60 per cent. The CTP could be a potential strategic differentiator for OZ Minerals that would allow us to produce high quality concentrate for our customers against a backdrop of increasing impurities and decreasing global concentrate grades in the copper concentrate market. Port Augusta in South Australia has been identified as the preferred location. Study work has also included geotechnical investigations, MINING cultural heritage and environmental works. Studies and test work N CO are continuing in 2018. ER M D PA O s Cus Multiple assets es to N Exploration and building a pipeline of growth and exploration n m opportunities are important parts of our growth strategy. Our M si e Y u r approach to exploration sees us partnering with highly-regarded b explorers with potential opportunities that suit our portfolio. A fo n c We’ve been working hard on our exploration growth pipeline a u e and strategic projects with the aim of becoming a multi-asset L s company. We began development on Carrapateena, our copper–gold project north of Port Augusta in South Australia. West Musgrave also progressed from an exploration project to a VALUE pre-feasibility study (PFS). This followed positive results from the further scoping study that showed an investable base case for CREATION Nebo-Babel and a potential upside through resource conversion. r The focus of the PFS is on regional potential as West Musgrave, e
h much like Carrapateena, is a new mineral province with attractive t near-mine and district opportunities. C s t e o e g p o s t S p s a e a k f r r How we work together e e o co pl How we work together – how we deliver results – is as important to r lti w us as what we deliver. A strong set of behavioural principles helps us e u e to build a culture that embraces change and allows us to operate in M w an agile way and set up for the next phase of our growth journey. w o In 2017, we made the decision to relocate our head office to the H Adelaide Airport business district. The move, scheduled for mid- 2018, reflects the next phase of our growth and will provide a C e modern work environment that will improve collaboration. apital disciplin
Capital discipline One of the ways we leverage capital discipline is to look at where capital can be used efficiently to develop projects and operate assets. We adopted an early contractor involvement (ECI) model with the Carrapateena project to further accelerate construction readiness, reduce project delivery risk, and drive cost and schedule certainty. This model enabled us to proactively manage risk, particularly in relation to minimising contract or contractor interfaces, maintaining capital discipline and leveraging the specialist capability of contractors. We are continually looking for opportunities to control costs. 08 ANNUAL AND SUSTAINABILITY REPORT 2017
Prominent Hill
Prominent Hill is a copper–gold-silver mine Safety improvement located 130 km south-east of Coober Pedy initiatives included: in South Australia, with a mine life that The Prominent Hill mine //focusing on safety behaviour in the currently extends to 2029. underground has achieved copper Prominent Hill consistently and reliably //implementing new safety, health, guidance for three delivers results. It met copper and gold environment and community production and cost guidance for the third performance standards consecutive years and consecutive year in 2017 and generated //embedding a Critical Risk Observation $452 million in free cash. continues to generate program into ours and our contractors Highlights for 2017 included: work practices across site. Critical risks value through strong and their controls were derived from an //achieving annual copper and gold guidance extensive risk assessment process operational discipline and despite severe weather early in the year //establishing an updated Principle Hazard //improved safety performance with a 41% the delivery of consistent, Management Plan for Vehicle Operations reduction in TRIF with higher standards for equipment, safe, cost effective //entering into an 18-month power purchase road design and operator requirements agreement to provide price certainty for production. //continuing programs to reduce Prominent Hill’s power supply until the end musculoskeletal injury; revising the of 2018 occupational hygiene management plan; Our focus for 2018 is on: //breaking through the second permanent and establishing an improved targeted access decline from the underground monitoring program //enhancing operational risk management mine into the open pit, which yielded with a focus on leadership and safe //improving access and response to medical improvements to underground operations, behaviours emergencies on site, with the merger and enhanced productivity and reduced costs relocation of the Medical and Emergency //maintaining strong operating discipline //partnering with technology specialists Response facility. to reliably deliver results in the bottom to evaluate advanced analytics and machine half of the cost curve learning to optimise plant effectiveness Power was a focus this year. In mid-2017, we //continuing to extend mine life year entered into an 18-month power purchase //achieving the milestone of mining one on year agreement, securing price certainty to the million tonnes of ore from the open pit end of 2018. Energy supply and transmission //completing the demobilisation of the since it began its life in 2009. options are currently in design and a range open pit and ensuring an uninterrupted Prominent Hill’s transition to an of energy saving programs are underway. transition to underground-only production underground-only mining operation steadily //completing work on waste dump In August 2017, BHP advised it intended to progressed through the year. The open pit rehabilitation as part of a continuous end Prominent Hill’s access on 30 August closure has been brought forward to the mine closure strategy 2020 to BHP’s transmission line from first quarter of 2018 as we implemented Davenport to Olympic Dam. OZ Minerals //establishing increased opportunities to link opportunities to accelerate open pit mining. power strategy will be announced to the local businesses and the traditional owners In 2017, decommissioned equipment from market in Q1 2018 and will encompass of the land where the Prominent Hill mine the open pit was progressively removed approaches to power transmission. is based. from site and open pit activities began transitioning to the underground team. The year also saw Prominent Hill’s mine life further extended to 2029, following an Safety is an ongoing priority at Prominent Hill 18 per cent increase in underground ore and we implemented several improvement reserve to 39 Mt. Our aim is to continue strategies during the year. These extending Prominent Hill’s underground improvements have significantly reduced mine life year on year. An estimated 80 Mt Prominent Hill’s TRIF rate and we set a new of underground mineral resource has not site record of 104 days recordable injury free. been converted to ore reserve and this could further extend mine options. Underground mining, combined with stockpile processing, will maintain the plant at full capacity to 2023. With open pit related costs already incurred, we expect to realise substantial cash flow through this period.
(a) Please refer to the Mineral Resources and Ore Reserves section (page 81) for full disclosure. Operating Review 09
112,008 tonnes of copper produced
126,713 ounces of gold produced
OVERVIEW
Location: 650 km north-west of Adelaide, 130 km south-east of the town of Coober Pedy Product: Copper concentrate (containing gold and silver) Mining method: Open pit and underground mine, transitioning to underground-only mine in Q1 2018 Processing method: Conventional crushing, grinding and flotation Resources: Estimated at 140 Mt @ 1.2% copper, 0.5 g/t gold and 3 g/t silver(a)
Reserves: 74 Mt @ 1.0% copper, 0.6 g/t gold and 3 g/t silver (730 kt copper and 1.5 Moz gold)(a) 10 ANNUAL AND SUSTAINABILITY REPORT 2017
Carrapateena
Phase one construction of the Carrapateena //commencing phase one construction project began in 2017 following the Board’s of a staged work program. Phase two decision in August to approve development construction is scheduled to start in Q2 One of Australia’s largest of the $916 million copper–gold mine. 2018. Subject to mining lease approval, phase two will see the construction of the undeveloped copper Carrapateena is one of Australia’s largest on-site processing plant and other major new mining developments. It is an iron- deposits, Carrapateena, operational infrastructure. oxide, copper–gold deposit, located in South will be a 4.25 Mtpa Australia’s highly prospective Gawler Craton We identified multiple improvements region. The ore reserve tonnage estimate is through the feasibility study and our agile underground sub-level 79 million tonnes with a copper equivalent project evaluation and delivery meant grade of 2.31 per cent. that these were implemented quickly to cave operation, with an improve the project’s economics and risk A feasibility study update informed the estimated mine life of management. Board’s development decision. The study 20 years. confirmed an estimated 20-year mine life The mine design was updated during the and a Q4 2019 commissioning date, after feasibility study to allow all underground which Carrapateena’s plant will progressively capital development to be moved to footwall Carrapateena is expected ramp up over an 18-month period to a host rocks in the south-west from the north- to generate operating throughput rate of 4.25 Mtpa. The life of east. This is an example of our agile project mine average annual production is estimated evaluation and delivery in action – we can cash flow by Q4 2019. to be 65,000 tonnes of copper and 67,000 now reach the ore body earlier and establish Carrapateena is located ounces of gold. infrastructure out of the mineralised zone. in a region highly 2017 project highlights included: Our ongoing relationships and engagement with the traditional owners, pastoralists //successfully delivering all works prospective for additional and local communities are based on mutual scheduled on-time and on-budget respect, understanding and trust. These have resources, with known //jointly receiving the Premier’s Award for been instrumental in progressing the project. Social Inclusion 2017 for our partnering mineralisation at Khamsin agreement with the Kokatha Aboriginal By way of example, the Native Title Mining and Fremantle Doctor. Corporation, traditional owners of the Agreement (NTMA) was reached with the land on which the project is built Kokatha Aboriginal Corporation in just 12 months. The strong relationships //successfully using an early contractor established between senior members of involvement model to secure approximately OZ Minerals and Kokatha in 2016, during 50 per cent of pre-production capital development of a partnering agreement, for construction contracts in lump sum made the formal NTMA’s rapid development contracts possible. A Partnering Management //partnering with the Industry Capability Committee with representatives of Kokatha Network and appointing a local community and OZ Minerals now meets quarterly to relations contact to facilitate local access operationalise the NTMA. to information on contract packages and (b) Please refer to the Mineral Resources and Ore Reserves sustainable local procurement We also received valuable feedback on section (p. 81) for full disclosure. Carrapateena’s Mining Lease Proposal from (c) This information was extracted from the Carrapateena engagement and consultation activities project Feasibility Study Update report’ released to the with local communities, landowners and ASX on 24 August 2017 and is available at ozminerals. com/media/asx. OZ Minerals confirms that all material businesses in the Upper Spencer Gulf. assumptions underpinning the production target in that report continue to apply and have not materially changed. Operating Review 11
OVERVIEW 134 Mt Location: 250 km south-east of Prominent Hill, 160 km north of the regional centre of resource 1.5% copper, Port Augusta, in South Australia 0.6 g/t gold2 Deposit: Iron–oxide, copper-gold Status: Project feasibility study update completed, phase one construction underway Resources: Total estimated indicated, inferred and measured resources (based on $70 NSR cut-off grade) of 134 Mt at 1.5% copper, 0.6 g/t gold (1,970 kt copper and 2.6 Moz of gold)(b) Reserves: 79 Mt @ 1.8% copper, 0.7 g/t gold US$0.62/lb (1,400 kt copper and 1.8 Moz of gold)(b) bottom quartile, average C1 costs Estimated annual production: Approximately 65,000 tonnes of copper and over life of mine approximately 67,000 ounces of gold Robust financials(c): NPV is ~$910 million IRR of approximately 20% on a post tax basis at copper/gold AUS consensus pricing 12 ANNUAL AND SUSTAINABILITY REPORT 2017
West Musgrave
The West Musgrave copper–nickel project is The further scoping study evaluated The Musgrave area is an exciting new the first project in our exploration pipeline several development scenarios ranging mineral province with attractive near-mine to advance through the stages to a pre- from six to 12 Mtpa throughput. The study and district opportunities. feasibility study. demonstrated the Project’s economic viability OZ Minerals will be managing the PFS at all of the throughput scenarios with strong The Project is located in the highly which will focus on improving metallurgical annual nickel and copper production and prospective Musgrave Province of Western recoveries, lower cost non-process low operating costs. The 10 Mtpa scenario Australia near the South Australian and infrastructure, and resource conversion. presented the most financial potential. Northern Territory borders and it is Australia’s Cassini will manage a four million dollar largest undeveloped copper–nickel deposit. At 10+ Mtpa, the Project has an estimated exploration program that will focus on annual production rate of 20,000–25,000 regional potential, including the One Tree OZ Minerals decided to proceed to the next tonnes of nickel, 25,000–30,000 tonnes of Hill prospect and Succoth copper deposit. stage of our earn-in agreement, following copper and 700–1,000 tonnes of cobalt. the November release of the further scoping The project has an eight-year mine life but study results from our joint venture partner, as the confidence of the resource improves, exploration company, Cassini Resources. it is likely to extend to beyond 15 years. Under this agreement we can earn 51 per Its average net cash flow is expected to cent of the Project by spending $19 million be $120-$150 million(d). within 18 months and up to 70 per cent by spending a total of $36 million. Nebo and Babel contain a combined (d) indicated and inferred mineral resource This information was extracted from the West Musgrave The further scoping study demonstrated Project to progress to Pre-Feasibility Study report released to estimate of 283 million tonnes at 0.39 an investable base case for the Nebo-Babel the ASX on 14 November 2017 and is available at ozminerals. per cent copper and 0.36 per cent nickel. com/media/asx. OZ Minerals confirms that all material deposits with upside potential through The copper equivalent grade is 1–1.2 per assumptions underpinning the production target in that report resource conversion. We are looking to continue to apply and have not materially changed. cent. The Succoth inferred mineral resource develop the Nebo-Babel deposits into a low (e) estimate is 156 million tonnes at 0.6 per The information regarding the West Musgrave Project was cost, scalable, long life operation. It presents extracted from Cassini Resources’ ASX Release entitled cent copper(e). A significant amount of the as a gently-dipping orebody conducive to ‘Nebo-Babel Scoping Study’ dated 13 April 2015 and ‘Positive Nebo-Babel mineral resource occurs beneath Nebo-Babel Optimisation Study Results’ dated 14 April 2016 large-scale open pit mining. shallow cover of less than 50 metres. and is available at cassiniresources.com.au/investor-relations/ asx-announcements. The information in this report that relates to exploration results has not been compiled by OZ Minerals. The reported information has been derived from publically- available information arising from exploration activity reported by Cassini Resources. OZ Minerals makes no comment or representation regarding the exploration, verification and evaluation techniques adopted in respect of the historical exploration results reported in this announcement. Operating Review 13
Exploration and Growth
OZ Minerals’ dynamic pipeline of potential drilling. An early site visit identified copper //35 metres at 0.35% Cu and 0.05 g/t Au growth opportunities advanced and mineralisation and alteration consistent with from 197 metres at J1 conductor, Hole expanded in 2017. a magnetite-hosted IOCG system. EL17D06 Two new international earn-in agreements In 2017, a ground geophysics program was //27 metres at 2.42% Cu and 0.71 g/t Au were signed, Oaxaca in Mexico and Alvito completed across the entire project area, from 435 metres at J2 conductor, Hole in Portugal, and one new Australian highlighting numerous targets, including a EL17D06 agreement was established for Punt Hill near positive gravity anomaly that coincides with //46 metres at 0.74% Cu and 0.17 g/t Au our Carrapateena project in South Australia. a key geological contact. Drilling of priority from 214 metres at J1 conductor, Hole The Yandal One exploration joint venture targets is set to commence in the first half EL17D09 with Toro Energy, and the Intercept Hill of 2018. //4.4 metres @ 1.6% Cu and 0.5 g/t Au from exploration joint venture with Red Tiger 456 metres at J2 conductor, Hole EL17D09. were exited when drilling programs did Intercept Hill with Red Tiger Resources not meet the required technical hurdles. is an IOCG exploration project located 30 km A single drill hole was completed at the north-west of the Carrapateena project. Arlington and St Louis prospects. Pyrrhotite We conducted drilling and geophysics and minor chalcopyrite were returned in programs during the year to progress Targets were generated from reprocessed both holes. Exploration in 2018 will continue projects in our exploration portfolio with geophysical data and the work indicated to focus on the southern licence area, some encouraging results from Eloise, that significant anomalies may have been and will include further drill testing of the including 27 metres at 2.42% Cu and overlooked. Four drill holes were completed Jericho conductor. 0.71 g/t Au from 435 metres in Hole during 2017 with no significant results. EL17D06(f). This project was subsequently exited. Mount Woods with Minotaur In a major undertaking, we made our Coompana with Mithril Resources Exploration targets copper resources in extensive and growing bank of exploration consists of seven exploration licences in the tenements surrounding OZ Minerals’ and growth data more readily accessible. South Australia’s far western Coompana Prominent Hill mine. It is focused on We partnered with Amazon Web Services Province. Mithril is an experienced nickel identifying and drilling IOCG and iron to consolidate and simplify the way these and copper exploration company based sulphide–copper–gold (ISCG) targets. large and complex exploration data sets in South Australia. This innovative agreement gave Minotaur are stored, accessed and analysed. A significant amount of airborne and ground access to OZ Minerals’ repository of We anticipate spending $10–$15 million geophysics has been conducted in the area exploration data from over 15 years so on exploration in 2018, which excludes by the South Australian Department of State they can use their regional expertise to expenditure on the West Musgrave project Development in collaboration with PACE interrogate the database for new drill testing ($20–$30 million) and the Carrapateena Copper. A scientific drill program sponsored targets. This also provides an opportunity district ($8–$10 million). by Geological Survey of South Australia in to accelerate the search for new copper resources in the Prominent Hill district. Oaxaca with Acapulco Gold Corp conjunction with Geoscience Australia was Four priority conductors were identified and comprises three newly-identified base undertaken in 2017 and results are expected drilled in late 2017, with only minor skarn metal properties in Oaxaca, South Mexico. in 2018. related mineralisation intersected at the Acapulco Gold is a private exploration Eloise with Minotaur Exploration Maverick prospect. company based in Canada with significant focuses on Cannington-style lead–zinc–silver experience and a discovery track record mineralisation and Eloise-style high grade Punt Hill with Red Metal targets IOCG in Mexico. copper–gold mineralisation in the highly mineralisation in the area adjacent to Carrapateena. Red Metal is an ASX-listed, The sites being targeted have the potential prospective Eastern Succession of the Australian mineral explorer with exploration for volcanic-hosted massive sulphide (VHMS) Mount Isa block in Queensland. experience in Australia’s most productive deposits. VHMS deposits are significant A drilling program in 2017 completed four mineral provinces. contributors to the global production of additional diamond drill holes (~3,000 m) copper, zinc, lead and silver. that tested the Iris and Electra anomalies, Previous work on Punt Hill uncovered many Geological mapping and geochemical with all holes intercepting low-grade examples of IOCG mineralisation and one sampling were undertaken in 2017 to copper–gold mineralisation. of the new prospects shows a number of identify high priority targets. Subsequent geophysical similarities to the deposits at The focus of work has now moved to the reconnaissance mapping and sampling Carrapateena. Subject to the successful southern portion of the licences, which hosts resulted in the discovery of surface copper negotiation of a Native Title Mining the eastern flank of the Levuka shear zone. mineralisation. Drill hole permitting for Agreement, drilling is expected to take A 90 line-kilometre electromagnetic survey Riqueza Marina is currently underway, place in the second half of 2018. completed over this area identified a large with a drill program expected to commence number of interpreted bedrock conductors, in mid-2018. including the large Jericho anomaly. Alvito with Avrupa Minerals targets iron- (f) oxide copper–gold (IOCG) mineralisation at The Jericho prospect comprises two linear, The information regarding the Eloise project was extracted multi-plate conductive zones 3–4 km in from Minotaur Exploration’s ASX release entitled ‘High the Alvito site, located 60 km south-east of grade copper–gold confirmed at ‘Jericho’, Eloise JV, Lisbon. Avrupa Minerals is a Canadian-listed length, modelled to be 50–275 m below Cloncurry’ dated 3 November 2017 and is available at exploration company. surface. The prospect was tested by www.minotaurexploration.com.au/investor-information/ eight diamond drill holes and copper asxannouncements. The information in this report that relates The Alvito project is characterised by a 24 to exploration results has not been compiled by OZ Minerals. was intersected in all holes. Some of the OZ Minerals makes no comment or representation regarding km long copper-in-soil anomaly with limited better intersections returned include: the exploration, verification and evaluation techniques adopted in respect of the historical exploration results reported in this announcement. 14 ANNUAL AND SUSTAINABILITY REPORT 2017
Governance
The Board currently comprises seven at OZ Minerals Board meetings and directors, one executive director and six Board committee meetings. OZ Minerals provides non-executive directors. The executive director is Managing Director and Chief OZ Minerals management team strong governance to Executive Officer, Andrew Cole. The Board Management is responsible for implementing enable lean business has a unitary structure. All non-executive management systems across the business, directors, including the Chairman, are and monitoring the application and processes, clear independent. The proportion of women effectiveness of these systems through on the Board is 43 per cent(g). internal and external audits. Training and accountability and room competency is part of the continuous Three standing committees help the improvement process and is detailed in for innovation. This is Board with the effective discharge of the Performance Standards. fundamental to our its responsibilities. Michelle Pole was appointed OZ Audit Committee – assists the Board in business strategy. Minerals’ Company Secretary effective the effective discharge of its responsibilities 13 December 2017. OZ Minerals’ management in relation to financial reporting and Robert Fulker resigned as Chief Operating structure disclosure processes, internal financial controls, funding, financial risk management, Officer effective 23 November 2017. OZ Minerals’ management structure, including hedging and the internal and A global search is underway to fill this Governance and Risk Policy, and supporting external audit functions, and oversight of position. In the interim, Myles Johnston standards provide clear guidelines and the internal control and risk management (General Manager Carrapateena Operations) reporting structures to ensure our activities system’s effectiveness. and John Penhall (General Manager reinforce the corporate strategy and are Prominent Hill) have joined the Executive Human Resources and Remuneration conducted in a financially, environmentally Committee. and socially responsible way. Committee – assists the Board in discharging its responsibilities relating to OZ Minerals’ Board is committed to adopting the remuneration of directors, executives the recommended corporate governance and employees, succession planning, and practices set out in the ASX Corporate the Diversity and Inclusion Policy’s Governance Council Principles and establishment and monitoring.
Recommendations. (g) Sustainability Committee – assists the On 1 November 2017, OZ Minerals announced changes The Board is responsible for overseeing to the Board which will see Charles Lenegan retire from Board in the effective discharge of its the Board at OZ Minerals’ Annual General Meeting on the management of the Company. The responsibilities in relation to safety, health, 24 April 2018. Non-executive Director, Peter Wasow, who Board has adopted a Board Charter that environment and community (SHE&C) issues was appointed to the Board as a non-executive Director sets out its roles and responsibilities, which effective 1 November 2017, will succeed Mr Lenegan for the OZ Minerals Group. This includes as Chairman of the Audit Committee from that date, includes setting the Company’s goals and managing the risks relating to SHE&C issues if elected at the Annual General Meeting. objectives, reviewing and monitoring the by meeting the Company’s requirements Other changes to the board include: Company’s material risks and its system of for internal notification, investigation, // Neil Hamilton and Paul Dowd retired as non-executive internal compliance and controls, setting reporting and continuous improvement, directors at the 24 May 2017 Annual General Meeting an appropriate corporate governance and overseeing the public reporting and // Rebecca McGrath succeeded Neil Hamilton as framework, and determining broad Chairman of the Board at the 24 May 2017 Annual disclosure processes insofar as they relate General Meeting policy issues for the Company. The Board to SHE&C risks. also ensures that specific powers and // Tonianne Dwyer and Peter Tomsett were appointed The Directors’ Report presents additional as non-executive directors, effective 22 March 2017. responsibilities have been delegated to the Further information can be found in the Company’s Company’s Executive Committee and that information on directors and officers, announcement entitled ‘OZ Minerals appoints new Non- the overall strategy is aimed at delivering such as their qualifications, experience, Executive Director’ released to the ASX on 1 November value for shareholders. special responsibilities and attendance 2017, which is available at ozminerals.com/media/asx/ Governance 15
Management Structure
OZ Minerals Ltd Board of Directors
Rebecca McGrath Andrew Cole Charles Lenegan Chairman and Managing Director Independent Independent Non-executive Director and Chief Executive Officer Non-executive Director
Julie Beeby Peter Tomsett Tonianne Dwyer Peter Wasow lndependent Independent Independent Independent Non-executive Director Non-executive Director Non-executive Director Non-executive Director
Board Committees
Audit Human Resources and Sustainability Committee Remuneration Committee Committee
OZ Minerals Ltd management team
Andrew Cole Warrick Ranson Mark Irwin Managing Director Chief Financial Officer(h) Chief Commercial Officer(i) and Chief Executive Officer
Mark Rankmore Kerrina Chadwick Robert Mancini Head of People Head of Head of Legal(j) and Performance Corporate Affairs
Asset managers and line managers
Employees
(h) Commenced 4 December 2017. Luke Anderson resigned SUPPORTING DOCUMENTS as Chief Financial Officer effective 29 September 2017. (i) Commenced 2 January 2018. // Corporate Governance Statement (j) Robert Mancini resigned as Company Secretary effective 13 December 2017 and resigned as Head // OZ Minerals Policies and supporting Standards of Legal effective February 2018. // Board and Committee Charters // Company Constitution // Code of Conduct ozminerals.com/about/corporate-governance/ 16 ANNUAL AND SUSTAINABILITY REPORT 2017
Governance Framework
Company Constitution / Code of Conduct / Board Charter
Audit Human Resources and Sustainability Committee Charter Remuneration Committee Charter Committee Charter
Policies and Standards
Governance and Risk Policy Health and Safety Policy Exploration and Resource To ensure ethical, fit-for-purpose business To strive to be an injury and occupational Development Policy processes are used to meet the highest disease-free workplace whilst achieving To underpin the growth of OZ Minerals corporate governance standards and identify operational excellence. by identifying, securing and delivering opportunities and threats using robust additional mineral opportunities outside processes across OZ Minerals. our current portfolio.
Market Dividend Policy Diversity and Inclusion Policy Operations and Asset To ensure fair trading in the securities of To foster a culture that values individual Management Policy OZ Minerals and to outline the principles to differences which are leveraged to deliver To ensure the safe and effective delivery be considered for the payment of a dividend optimal outcomes for OZ Minerals. of world-class operations through sound by OZ Minerals in accordance with the ASX application of consistent performance. listing rules and Corporations Act.
Finance and Accounting Policy Environment and Community Policy Ethics and Human Rights Policy To ensure OZ Minerals complies with To ensure OZ Minerals delivers sound To help protect the human rights of all financial and accounting regulatory environmental outcomes whilst supporting our stakeholders and to prevent human obligations with a view to being a leader the creation of shared value for the rights breaches from occurring at OZ in fiscal discipline, reporting, disclosure communities in which we operate. Minerals’ assets. and transparency.
Securities Trading Standard Continuous Disclosure Standard Anti-bribery and Corruption Policy To set out the policy of OZ Minerals for To ensure timely and accurate information To ensure directors, officers and employees employees (full time, part time and casual), is provided equally to all shareholders and understand, observe and comply with directors, consultants and contractors market participants, consistent with the anti-bribery and anti-corruption laws and of OZ Minerals trading in securities of OZ Minerals’ commitment to its continuous regulations, and a set of How We Work the Company. disclosure obligations. Together principles.
Performance standards
Environment Social Safety Health and wellbeing
Process standards (including Enterprise Risk Management)
Business planning Legal and compliance Finance and commercial Human resources
Communications and reporting Information and data Operations and engineering
Reference documents Asset documents Governance 17
Governance Framework
OZ Minerals’ nine Company policies All corporate and further-developed asset work synergistically to provide a clear documents comply with the laws and The governance representation of our intent while providing regulations of the jurisdiction in which a platform for multiple assets to work each asset operates. framework at OZ Minerals together under a devolved model. Policy has been designed to documents, our Securities Trading Standard Internal and external audits and our Continuous Disclosure Standard OZ Minerals conducts regular audits to enable lean business are available both internally and externally systematically and objectively verify that processes that drive and are used to clearly articulate what we it conforms to performance management strive for to all stakeholders, partners and standards and legal requirements, and clear accountabilities communities. in order to recommend ways to improve safety, health and wellbeing along with Underpinning the policies are performance and create room for environmental and social performance. standards that are grouped into four key Further audits are undertaken commensurate innovation. areas. These are safety, environment, health with the risk profile. and wellbeing, and social. They define the We focus on what matters, and set processes minimum required performance to manage that create value, embrace the devolved sustainability opportunities and threats. business model and provide clarity for new These standards will be used to audit asset assets, partners, suppliers and employees performance and set the standards for any coming into OZ Minerals. new assets to achieve. They are provided to Our values and behaviours drive transparency contractors and partners to outline what we and fair dealing, and propagate a culture of expect when they work at an OZ Minerals performance and devolved accountability asset. These documents are structured – this allows us to deliver on our Company so that each asset, contractor or partner strategy. OZ Minerals’ Code of Conduct can use or develop their own business applies standards for appropriate ethical standards and processes to meet our and professional behaviour and guides standards, in keeping with our lean, OZ Minerals’ employees, directors, devolved business model. contractors and partners. OZ Minerals is revising its business process The Code of Conduct reinforces the standards so that they describe, in the importance of our values in carrying out our simplest possible way, processes or the responsibilities to shareholders, employees, management activities that occur across customers, suppliers, consumers and the business in a repeatable manner. They the broader community. It provides clear are the activities that we undertake that guidelines as to our expectations in regards are unique to OZ Minerals, and they will be to a number of specific issues, such as used by OZ Minerals’ employees and assets. conflict of interest, gifts, entertainment and They define the inputs and outputs required, gratuities, anti-bribery, fraud and corruption, the processes people must follow and the equal opportunity, whistleblowing and delegations that they can work within. conflicts of interest. 18 ANNUAL AND SUSTAINABILITY REPORT 2017 Directors' Report 19
Directors’ Report 20 ANNUAL AND SUSTAINABILITY REPORT 2017
Announcement to the Market Results
We have provided the announcement to Consolidated results, commentary on results and outlook market results in accordance with Australian Securities Exchange (ASX) Listing Rule 4.2A 31 December 31 December Movement Movement and Appendix 4E for the Consolidated 2017 2016 $m % Entity (OZ Minerals) comprising OZ $m $m Minerals Limited (OZ Minerals Limited or Revenue 1,023.1 822.9 200.2 24.3 the ‘Company’) and its controlled entities for the year ending 31 December 2017 Profit after tax attributable to 231.1 107.8 123.3 114.4 (financial year) compared to the year ending OZ Minerals Limited equity holders 31 December 2016 (comparative year). The commentary on the consolidated results and outlook, including changes in state of affairs and likely developments of the Consolidated Entity, is set out on pages 6–13 and within the Financial Review section of the Directors’ Report (pp. 29–35). Net tangible assets per share
31 December 2017 31 December 2016 $ per share $ per share Net tangible assets per share 8.42 7.04
In accordance with Chapter 19 of the ASX Listing Rules, net tangible assets per share represents the total assets less intangible assets, less liabilities ranking ahead of, or equally with, ordinary share capital, and divided by the number of ordinary shares on issue at the end of the financial year.
Dividends Since the end of the financial year, the Board of Directors has resolved to pay a fully franked dividend of 14 cents per share, to be paid on 26 March 2018. The record date for entitlement to this dividend is 12 March 2018. The financial impact of the dividend amounting to $41.8 million has not been recognised in the Consolidated Financial Statements for the year ended 31 December 2017 and will be recognised in subsequent Consolidated Financial Statements. Dividends announced or paid since 1 January 2016
Record date Payment date Unfranked Fully franked Total dividends cents per share cents per share $m 12 March 2018 26 March 2018 – 14 41.8 7 September 2017 21 September 2017 – 6 17.9 10 March 2017 24 March 2017 – 14 41.8 9 September 2016 23 September 2016 6* – 18.1 24 February 2016 10 March 2016 14* – 42.5 * The unfranked dividends were declared to be conduit foreign income for Australian income tax purposes.
Independent auditor’s report The above announcement of the results to the market is based upon the Consolidated Financial Statements and we have included the Independent Auditor’s Report to OZ Minerals Limited members (p. 127).
Directors' Report 21
Directors’ Report
Principal activities Your directors present OZ Minerals mines and processes ore that contains copper, gold and silver; sells concentrate; undertakes exploration activities; and develops mining projects. The Company’s activities the OZ Minerals Annual occur both within Australia and internationally. More information on OZ Minerals principal Report 2017, together activities can be found on pages 6–13 and within the Financial Review (pp. 29–35). with the Consolidated Significant changes in state of affairs Financial Statements, OZ Minerals state of affairs are consistent with prior years (as discussed on pages 6–13 and 29–35). for the year ending 31 December 2017. Dividends Since the end of the financial year, the Board of Directors has resolved to pay a fully OZ Minerals Limited is franked dividend of 14 cents per share. This will be paid on 26 March 2018 and the date of a Company limited by record for entitlement to this dividend will be 12 March 2018. The financial impact of the dividend, amounting to $41.8 million, has not been recognised in the Consolidated Financial shares that is incorporated Statements for the financial year ending 31 December 2017 and will be recognised in and domiciled in Australia. subsequent Consolidated Financial Statements. Dividends announced or paid since 1 January 2016
Record date Payment date Unfranked Fully franked Total dividends cents per share cents per share $m 12 March 2018 26 March 2018 – 14 41.8 7 September 2017 21 September 2017 – 6 17.9 10 March 2017 24 March 2017 – 14 41.8 9 September 2016 23 September 2016 6* – 18.1 24 February 2016 10 March 2016 14* – 42.5 * The unfranked dividends were declared to be conduit foreign income for Australian income tax purposes. 22 ANNUAL AND SUSTAINABILITY REPORT 2017
Directors and officers OZ Minerals directors and officers for the financial year ending 31 December 2017 and up to the date of this report
Position Experience and expertise OZ Minerals special Other directorships Previous directorships responsibilities at currently listed at listed entities (within during 2017 entities the last three years)
Current directors Rebecca McGrath Ms McGrath is an internationally experienced Chairman of the Board Non-executive Director Non-executive Director of Independent business leader, director and chairman. Ms McGrath’s (appointed 24 May of Incitec Pivot Limited CSR Limited from February executive career included 24 years with BP Plc. She 2017) since September 2011 2012 to October 2016 Non-executive Chairman held a range of senior executive and group executive Member of Human Non-executive Director Appointed as a Non- roles in Australia, Europe and U.K, including Chief Resources and of Goodman Group executive Director on Financial Officer, Chief Operating Officer and Executive Remuneration since April 2012 9 November 2010 and Management Board member Australia and New Committee Chairman on 24 May 2017 Zealand. Ms McGrath is a member of the JP Morgan Australia Advisory Council, Chairman of Investa Chairman of BTP (Hons), Office Management Holdings Pty Ltd and a member Human Resources MA (App.Sci), FAICD of the Victorian Council of the Australian Institute of and Remuneration Company Directors. Committee (resigned 24 May 2017) Member of the Audit Committee (resigned 24 May 2017) Andrew Cole Mr Cole has over 25 years’ experience in exploration Managing Director and None None Managing Director and and operations in the resources industry. Following Chief Executive Officer Chief Executive Officer exploration geoscientist roles in Australia, Canada, USA and Mexico with Rio Tinto Exploration (CRA Appointed on and Kennecott), Mr Cole spent 10 years in mine 3 December 2014 development and mine operations with Rio Tinto in BAppSc (Hons) in Australia, China, Canada and the United Kingdom. Geophysics MAICD During his career at Rio Tinto, Mr Cole held various senior and leadership positions, including General Manager Operations of the Clermont Region Operations, including the Blair Athol Mine and Clermont Mine, Chief Executive Officer of Chinalco Rio Tinto Exploration and Chief Operating Officer of Rio Tinto Iron and Titanium. Mr Cole is a Councilor of SACOME (South Australian Chamber of Mines and Energy). Julie Beeby Dr Beeby was the former Chief Executive Officer of Member of the Non-executive Director None Independent Brisbane-based gas producer, Westside Corporation. Sustainability of Whitehaven Coal Ltd Non-executive Director Dr Beeby has more than 25 years’ operations, project Committee since July 2015 and strategy experience in the resources sector, Member of the Appointed on including the minerals and petroleum industries. Dr 19 April 2016 Human Resources Beeby also has experience in mergers and acquisitions. and Remuneration BSc (Hons I), PhD (Physical Dr Beeby has been the Chairman of Powerlink Qld (Qld Committee (resigned Chemistry), MBA, FAICD, Electricity Transmission Corporation Ltd) since 2014 24 May 2017) FTSE and has been a Board member since 2008. Member of the Audit Committee (appointed 24 May 2017) Tonianne Dwyer Ms Dwyer is an independent non-executive public Chairman of the Non-executive Director Non-executive Director of Independent company director. Ms Dwyer spent over 20 years in Human Resources of DEXUS Property Cardno Limited from 2012 Non-executive Director investment banking and real estate fund management and Remuneration Group to 2016 and was a Director of Investment Banking at Committee (appointed Non-executive Director Appointed on Societe Generale/Hambros Bank advising on M&A, 24 May 2017) 22 March 2017 of ALS Limited since July restructuring and refinancing. Ms Dwyer was Head of Member of the 2016 BJuris (Hons), LLB (Hons) Fund Management at the LSE listed property company, Human Resources Non-executive Director Quintain Estates & Development plc and was later and Remuneration appointed to the Board as an Executive Director. Ms of Metcash Limited Committee (22 March since June 2014 Dwyer is a graduate member of Australian Institute of 2017 to 24 May 2017) Company Directors and a member of Chief Executive Women and Women Corporate Directors. Member of the Audit Committee (appointed 22 March 2017) Directors' Report 23
Position Experience and expertise OZ Minerals special Other directorships Previous directorships responsibilities at currently listed at listed entities (within during 2017 entities the last three years)
Current directors Charles Lenegan Mr Lenegan was a former Managing Director of Chairman of the Audit None Non-executive Director of Independent Rio Tinto Australia. Mr Lenegan had a distinguished 27- Committee Turquoise Hill Resources Non-executive Director year career with Rio Tinto where he held various senior Member of from August 2012 to May management positions across a range of commodities 2014 Appointed on Sustainability and geographies. Mr Lenegan was formerly the Committee 9 February 2010 Chairman of the Minerals Council of Australia and BSc (Econ) a former Board member of the Business Council of Australia. Mr Lenegan is currently Chairman of Bis Industries Limited (non-ASX listed company). Peter Tomsett Mr Tomsett’s international career has spanned a wide Chairman of the Non-executive Non-executive Director of Independent range of technical, operational and senior management Sustainability Chairman of Silver Talisman Energy Inc from Non-executive Director roles in the mining industry. He spent 20 years with Committee (appointed Standard Resources Inc December 2009 to June global gold and copper company Placer Dome Inc. in a 24 May 2017) since May 2008 2015 Appointed on number of senior roles, including President and Chief 22 March 2017 Member of the Senior Independent Executive Officer until its acquisition. Mr Tomsett has Sustainability Director of Acacia BEng (Hons I), MSc been a director of the Minerals Council of Australia, Committee (22 March Mining plc since April the World Gold Council and the International Council 2017 to 24 May 2017) 2013 for Mining and Metals. Mr Tomsett served as Non- executive Chairman of the TSX and ASX listed Equinox Member of the Minerals until its acquisition in 2011. Human Resources and Remuneration Committee (appointed 22 March 2017) Peter Wasow Mr Wasow has extensive experience in the resources Member of the Audit None Managing Director and Independent sector as both a senior executive and director. He held Committee (appointed Chief Executive Officer Non-executive Director the position of Managing Director and Chief Executive 1 November 2017) of Alumina Limited from Officer of Alumina Limited until mid 2017. He formerly Member of January 2014 to May 2017 Appointed on held the position of Executive Vice President and Chief 1 November 2017 Sustainability Financial Officer, Santos Limited and in a 20-year plus Committee (appointed B. Comm, GradDip career at BHP he held senior positions including Vice 1 November 2017) (Management), Fellow President, Finance and other senior roles in Petroleum, (CPA Australia) Services, Corporate, Steel and Minerals. Mr Wasow is currently the senior independent Director of the privately held GHD Group. He was also Non- Executive Director of Alcoa of Australia Limited, AWA Brazil Limitada, AWAC LLC and Non-Executive Director of ASX-listed Alumina from 2011 to 2013. Mr Wasow has been also been a member of the Business Council of Australia, and director of the International Aluminium Institute and APPEA. Former directors Neil Hamilton Mr Hamilton is an experienced professional Company Chairman of OZ None Non-executive Director Independent Director and Chairman. He has over 35 years’ Minerals Limited Board of Metcash Limited from experience in the legal profession and in business with February 2008 to August Non-executive Chairman Member of Human substantial experience in senior management positions Resources & 2016 Appointed as a Non- and on boards of public companies across law, funds Remuneration executive Director on management, investment, insurance and resources. Committee 9 February 2010 and Mr Hamilton has broad directorship experience across Chairman on 13 April 2010 a range of ASX listed companies. He is the former LLB Chairman of Challenge Bank Ltd, Western Power Neil Hamilton retired as a Corporation, Mount Gibson Iron Ltd, Iress Market Non-executive Director and Technology Ltd and Miclyn Express Offshore Ltd. Chairman on 24 May 2017 Mr Hamilton is also a Senior Advisor to UBS. 24 ANNUAL AND SUSTAINABILITY REPORT 2017
Position Experience and expertise OZ Minerals special Other directorships Previous directorships responsibilities at currently listed at listed entities (within during 2017 entities the last three years)
Paul Dowd Mr Dowd is a mining engineer and has been in Chairman of the Non-executive Director None Independent mining for 50 years, primarily in the private sector, Sustainability of PNX Metals Limited but also serving in the public sector as head of the Committee since April 2012 Non-executive Director Victorian Mines and Petroleum Departments. He Member of Audit (previously Managing Appointed on has held senior executive positions with Newmont Committee Director from September 23 July 2009 and prior to that Normandy, including as Managing 2008 to April 2012) Director of Newmont Australia Limited and Vice BSc (Eng) Non-executive Director President of Australia and New Zealand Operations for of Energy Resources Paul Dowd retired as a Newmont Mining Corporation. Mr Dowd currently has of Australia Ltd from Non-executive Director various advisory positions with councils and groups, October 2015 to on 24 May 2017 including the SA Minerals and Petroleum Expert present Group (SAMPEG), and the University of Queensland - Sustainable Minerals Institute Board. Mr Dowd is Chairman of the CSIRO Minerals Resources Sector Advisory Council, and was the Inaugural Chairman of RESA from September 2006 to May 2015 and Non-executive Director of RESA from May 2015 to present. Officers Michelle Pole Ms Pole also holds office of OZ Minerals’ Senior Company Secretary Legal Counsel. Ms Pole spent most of her career in a leading national law firm before moving in-house to Appointed on the mineral resources sector. Ms Pole has particular 13 December 2017 experience in commercial transactions, corporate LLB, GDLP advisory and compliance with the ASX, ASIC and other regulatory bodies. As well as being a Certificated Member of the Governance Institute, Ms Pole holds a Bachelor of Laws from The University of Adelaide and a Graduate Diploma in Legal Practice. Robert Mancini Mr Mancini holds a Bachelor of Laws and a Bachelor Head of Legal of Commerce majoring in Economics and Finance. Prior to joining OZ Minerals, Mr Mancini was Senior Legal Appointed on Counsel at Clough Ltd, General Manager of Legal at 17 August 2015 UGL Ltd and Group General Counsel at Forge Group LLB, BCom Ltd. Together with corporate and continuous disclosure Mr Mancini resigned as compliance, Mr Mancini is experienced in negotiating Company Secretary of OZ large scale EPC and EPCM infrastructure contracts Minerals on 13 December in the oil, gas and mining sectors, both domestically 2017 and internationally, as well as in dispute resolution management. Directors' Report 25
Meeting attendance Attendance at OZ Minerals Limited Board and committee meetings (1 January 2017 to 31 December 2017)
Board meetings Board committee meetings Audit Human resources and Sustainability remuneration A B A B A B A B Current directors Rebecca McGrath(a) 14 14 3 3 5 5 – – Andrew Cole 14 14 – – – – – – Julie Beeby(b) 14 14 3 3 3 3 4 4 Tonianne Dwyer(c) 12 12 3 4 2 3 – – Charles Lenegan 14 14 6 6 – – 4 4 Peter Tomsett(c) 12 12 – – 2 3 3 3 Peter Wasow(d) 2 2 1 1 – – 1 1 Former directors Paul Dowd(e) 5 5 3 3 – – 2 2 Neil Hamilton(e) 5 5 – – 3 3 – –
Note: Andrew Cole and Non-executive Directors who are not Board Committee members also participated in scheduled Board Committee meetings throughout the year. A = the number of meetings attended during the time the director held office. B = the number of meetings held during the time the director held office. (a) Appointed as Chairman of the Board and resigned from the Audit Committee on 24 May 2017. (b) Appointed to the Audit Committee and resigned from the Human Resources and Remuneration Committee on 24 May 2017. (c) Appointed as Non-executive Director on 22 March 2017. (d) Appointed as Non-executive Director on 1 November 2017. (e) Ceased as a Non-executive Director on 24 May 2017.
Directors’ interests Environmental regulation Directors’ interests in the ordinary OZ Minerals and its activities in Australia and overseas are subject to environmental shares of OZ Minerals Limited regulations. OZ Minerals’ Prominent Hill operations, Carrapateena project, Australian exploration activities and concentrate shipping activities operate under various licences and Director Shares number permits under Commonwealth, state and territory laws, in addition to the licensing and permit arrangements which apply to its overseas activities. Rebecca McGrath 33,035 OZ Minerals regularly monitors its compliance with its licenses and permits in various ways, Andrew Cole 10,000 including through its own environmental audits as well as those conducted by regulatory Julie Beeby 14,000 authorities and other third parties. OZ Minerals uses a documented process to classify and report any exceedance of a licence or permit condition, as well as any incident reportable Tonianne Dwyer 10,000 to the relevant authorities. All instances of reportable environmental non-compliance Charles Lenegan 20,750 and significant incidents are reviewed by the Executive Committee and the Sustainability Committee of the OZ Minerals Board of Directors as a part of this process. A formal report is Peter Tomsett – also prepared to identify the factors that contributed to the incident or non-compliance and Peter Wasow – the actions taken to prevent any reoccurrence. Total 87,785 During the year, OZ Minerals completed its ninth report under the National Greenhouse and Energy Report Act 2009 (NGERS). Prior to the submission of the report, a comprehensive independent audit was conducted on OZ Minerals’ processes that were developed to meet the Act’s requirements to assure that the reported emissions, energy production and energy consumption were prepared in accordance with the Act.
26 ANNUAL AND SUSTAINABILITY REPORT 2017
Insurance and indemnity During the financial year, OZ Minerals Limited paid premiums with respect to a contract insuring its directors, officers and related bodies corporate against certain liabilities incurred while acting in that capacity. The insurance contract prohibits disclosure of the liability’s nature and the amount of the insurance premium. The Company’s constitution also allows OZ Minerals to provide an indemnity, to the extent permitted by law, to officers of the Company or its related bodies corporate in relation to liability incurred by an officer when acting in that capacity on behalf of the Company or a related body corporate. The Consolidated Entity has granted indemnities under deeds of indemnity with current and former Executive and Non-executive Directors, former officers, the former General Counsel – Special Projects, the former Group Treasurer and each employee who was a director or officer of a controlled entity of the Consolidated Entity, or an associate of the Consolidated Entity, to conform with Rule 10.2 of the OZ Minerals Limited Constitution. Each deed of indemnity indemnifies the relevant director, officer or employee to the fullest extent permitted by law for liabilities incurred while acting as an officer of OZ Minerals, its related bodies corporate and any associated entity, where such an office is or was held at the request of the Company. The Consolidated Entity has a policy that it will, as a general rule, support and hold harmless an employee who, while acting in good faith, incurs personal liability to others as a result of working for the Consolidated Entity. No indemnity has been granted to an auditor of the Consolidated Entity in their capacity as auditor of the Consolidated Entity.
Proceedings on behalf of the Consolidated Entity At the date of this report there are no leave applications or proceedings brought on behalf of the Consolidated Entity under section 237 of the Corporations Act 2001.
Amounts paid or payable to the external Audit and non-audit services auditor (KPMG) and its network firms KPMG continues in office in accordance with the Corporations Act 2001. A copy of the lead for audit and non-audit services auditor’s independence declaration is set out on page 92 as required under section 307C of the Corporations Act 2001 and this forms part of the Directors’ Report. 2017 $ OZ Minerals Limited, with the approval of the Audit Committee, may decide to employ the external auditor on assignments additional to their statutory audit duties where the auditor’s Audit services provided by KPMG Australia expertise and experience with the Consolidated Entity are important, and where these Audit and review of financial reports and other audit services do not impair the external auditor’s independence. work under the Corporations Act 2001, including audit of subsidiary financial statements The Audit Committee has, following the passing of a resolution by the Committee, provided the Board with advice in relation to KPMG providing non-audit services. KPMG Australia 425,000 In accordance with the advice received from the Audit Committee, the Board is satisfied Overseas KPMG firms 23,549 that the provision of the non-audit services is compatible with the general standard of Total fee for audit services 448,549 independence for auditors imposed by the Corporations Act 2001. The directors are provided by KPMG satisfied that the non-audit services provided by the auditor did not compromise the auditor independence requirements of the Corporations Act 2001 because: Other assurance services provided 50,000 by KPMG (Sustainability work) //all non-audit services were reviewed by the Audit Committee to ensure they did not impact the integrity and objectivity of the external auditor Total audit and assurance fee 498,549 //none of the services undermined the general principles relating to auditor independence as Tax compliance and other tax 180,000 set out in APES 110 Code of Ethics for Professional Accountants. These include reviewing or advisory services auditing the auditor’s own work, acting in a management or a decision-making capacity for Other services provided by KPMG 44,328 OZ Minerals Limited or its controlled entities, acting as advocate for the Company or jointly sharing economic risk and rewards. Total non-audit fee 224,328 Total fees 722,877 Directors' Report 27
Matters subsequent to the end of the financial year Since the end of the financial year, the Board of Directors has resolved to pay a fully franked dividend of 14 cents per share on 26 March 2018. The record date for entitlement to this dividend is 12 March 2018. The financial impact of the dividend amounting to $41.8 million has not been recognised in the Consolidated Financial Statements for the year ended 31 December 2017 and will be recognised in subsequent Consolidated Financial Statements. There have been no other events subsequent to the reporting date which have significantly affected or may significantly affect OZ Minerals’ operations or results in future years. Rounding of amounts The Company is of a kind referred to in ASIC Corporations Instrument 2016/191 (Rounding in financial/directors’ reports). Amounts in the financial statements and Directors’ Report have been rounded off in accordance with the instrument to the nearest million dollars to one decimal place, or in certain cases, to the nearest dollar. All amounts are in Australian dollars unless otherwise stated. Operating and financial review Our operations are reviewed on pages 6–13 and the Financial Review (pp. 29–35) forms part of the Directors’ Report. Remuneration report The Remuneration Report which has been audited by KPMG is set out on pages 40–55, and forms part of the Directors’ Report. Corporate governance statement The Board is committed to achieving and demonstrating the highest standards of corporate governance. The Board continues to refine and improve the governance framework and has practices in place to ensure they meet the interests of shareholders. The Company complies with the Australian Securities Exchange Corporate Governance Council’s Corporate Governance Principles and Recommendations 3rd Edition (the ASX Principles). OZ Minerals’ Corporate Governance Statement, which summarises the Company’s corporate governance practices and incorporates the disclosures required by the ASX Principles, can be viewed at ozminerals.com/about/corporate-governance/ corporate-governance-statement.
Signed in accordance with a resolution of the directors.
Rebecca McGrath Andrew Cole Chairman Managing Director and CEO Adelaide, 22 February 2018 Adelaide, 22 February 2018 28 ANNUAL AND SUSTAINABILITY REPORT 2017 Financial Review 29
Financial Review
OZ Minerals net profit after tax for the year was $231.1 million, which was an increase of FINANCIAL REVIEW $123.3 million (or 114%) compared to 2016. Strong production performance at Prominent Hill in 2017 enabled OZ Minerals to fully capitalise on the buoyant copper price and deliver an //Net profit after tax of $231.1 million underlying net annual profit after tax of $231.1 million, an increase of $96.8 million (or 72%) //Total revenue of $1.02 billion compared to 2016. EBITDA margins improved 18 per cent year on year despite the marginally //Underlying EBITDA(a) of $539.4 million lower volume of copper sold. OZ Minerals’ cash balance of $729.4 million, an increase of and EBITDA margin of 53 per cent $73.7 million compared to 2016 after capital investment at Carrapateena, expenditure on //Net assets of $2.52 billion, with cash exploration activities, tax payments, and dividend payments to shareholders. of $729.4 million and no debt. Prominent Carrapateena Exploration Corporate Total Total Hill and development 2017 2017 2017 2017 2017 2016 $m $m $m $m $m $m Net revenue 1,023.1 – – – 1,023.1 822.9 Cost of goods sold (440.1) – – – (440.1) (380.3) Corporate general and administration (10.9) – (0.1) (20.5) (31.5) (36.7) Exploration and other income/(expense) (0.6) (5.2) (20.1) 3.3 (22.6) (24.3) Net realisable value adjustments 16.8 – – – 16.8 (10.5) Foreign exchange (loss)/gain (5.2) – – (1.1) (6.3) 2.7 Underlying EBITDA 583.1 (5.2) (20.2) (18.3) 539.4 373.8 Net depreciation (215.7) – – (3.0) (218.7) (208.7) Underlying EBIT 367.4 (5.2) (20.2) (21.3) 320.7 165.1 Net finance income 8.7 9.0 Income tax expense (98.3) (39.8) Underlying net profit after tax 231.1 134.3 Non underlying items net of tax(b) – (26.5) Net profit after tax for the year attributable to equity holders of OZ Minerals Limited 231.1 107.8 Basic and diluted earnings per share (cents per share) 77.4 35.7
(a) OZ Minerals financial results are reported under International Financial Reporting Standards (‘IFRS’). This Annual Report and Results for Announcement to the Market include certain non-IFRS measures including Underlying EBITDA, Underlying EBIT and Underlying NPAT. These measures are presented to enable understanding of the underlying performance of the Consolidated Entity. Non-IFRS measures have not been subject to audit. Underlying EBITDA, Underlying EBIT and Underlying NPAT are included in Note 1 Operating Segments, which form part of the Consolidated Financial Statements. Refer Note 1. (b) The non-underlying item net of tax is the settlement and legal cost associated with the class action incurred in 2016. 30 ANNUAL AND SUSTAINABILITY REPORT 2017
Variance analysis – underlying net profit after tax, 31 December 2017 compared to 31 December 2016