Annual Report 2017 For personal use only Today BHP is stronger, simpler and more productive. The Annual Report 2017 is available online at bhp.com. BHP Billiton Limited. ABN 49 004 028 077. Registered in Australia. Registered office: 171 Collins Street, Melbourne, Victoria 3000, Australia. BHP Billiton Plc. Registration number 3196209. Registered in England and Wales. Registered office: Nova South, 160 Victoria Street London For personal use only SW1E 5LB United Kingdom. Each of BHP Billiton Limited and BHP Billiton Plc is a member of the Group, which has its headquarters in Australia. BHP 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. The headquarters of BHP Billiton Limited and the global headquarters of the combined Group are located in Melbourne, Australia. The headquarters of BHP Billiton Plc are 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 Group as a whole. In this Annual Report, the terms ‘BHP’, ‘Group’, ‘BHP Group’, ‘we’, ‘us’, ‘our’ and ‘ourselves’ are used to refer to BHP Billiton Limited, BHP Billiton Plc and, except where the context otherwise requires, their respective subsidiaries. Cross references refer to sections of the Annual Report, unless stated otherwise. Our Charter For personal use only BHP Annual Report 2017 1 Contents 1 Strategic Report 4 Directors’ Report 1.1 Chairman’s Review 4 4.1 Review of operations, principal activities and state of affairs 149 1.2 Chief Executive Officer’s Report 5 4.2 Share capital and buy-back programs 150 1.3 Performance summary 6 4.3 Results, financial instruments and going concern 150 1.4 BHP – At a glance 8 4.4 Directors 150 1.5 Our strategy 16 4.5 Remuneration and share interests 151 1.6 Our performance 20 4.6 Secretaries 151 1.7 Samarco 27 4.7 Indemnities and insurance 151 1.8 Our operating environment 30 4.8 Employee policies 152 1.9 People 44 4.9 Corporate governance 152 1.10 Sustainability 47 4.10 Dividends 152 1.11 Our businesses 54 4.11 Auditors 152 1.12 Summary of financial performance 68 4.12 Non-audit services 153 1.13 Performance by commodity 82 4.13 Political donations 153 1.14 Other information 92 4.14 Exploration, research and development 153 4.15 ASIC Instrument 2016/191 153 2 Governance at BHP 4.16 Proceedings on behalf of BHP Billiton Limited 153 4.17 Performance in relation to environmental regulation 153 2.1 Governance at BHP 94 4.18 Share capital, restrictions on transfer of shares 2.2 Board of Directors and Executive Leadership Team 96 and other additional information 153 2.3 Shareholder engagement 100 2.4 Role and responsibilities of the Board 101 5 Financial Statements 2.5 Board membership 102 2.6 Chairman 103 5.1 Consolidated Financial Statements 155 2.7 Renewal and re-election 103 5.2 BHP Billiton Plc 208 2.8 Director skills, experience and attributes 104 5.3 Directors’ declaration 220 2.9 Director induction, training and development 106 5.4 Statement of Directors’ responsibilities in respect 2.10 Independence 107 of the Annual Report and the Financial Statements 221 2.11 Board evaluation 108 5.5 Lead Auditor’s Independence Declaration under 2.12 Board meetings and attendance 109 Section 307C of the Australian Corporations Act 2001 222 2.13 Board committees 110 5.6 Independent Auditors’ reports 223 2.14 Risk management governance structure 121 5.7 Supplementary oil and gas information – unaudited 229 2.15 Management 122 2.16 Business conduct 123 6 Additional information 2.17 Market disclosure 123 6.1 Information on mining operations 235 2.18 Remuneration 123 6.2 Production 244 2.19 Directors’ share ownership 123 6.3 Resources and Reserves 248 2.20 Conformance with corporate governance standards 124 6.4 Major projects 270 2.21 Additional UK disclosure 124 6.5 Legal proceedings 271 3 Remuneration Report 6.6 Glossary 274 3.1 Annual statement by the Remuneration 7 Shareholder information Committee Chairman 126 7.1 History and development 281 3.2 Remuneration policy report 128 7.2 Markets 281 3.3 Annual report on remuneration 134 7.3 Organisational structure 281 7.4 Material contracts 282 7.5 Constitution 283 7.6 Share ownership 286 7.7 Dividends 288 7.8 Share price information 288 7.9 American Depositary Receipts fees and charges 289 7.10 Government regulations 290 7.11 Ancillary information for our shareholders 292 Forward looking statements This Annual Report contains forward looking statements, including For example, our future revenues from our assets, projects or mines statements regarding trends in commodity prices and currency exchange described in this Annual Report will be based, in part, on the market price rates; demand for commodities; production forecasts; plans, strategies of the minerals, metals or petroleum products produced, which may vary and objectives of management; closure or divestment of certain assets, significantly from current levels. These variations, if materially adverse, operations or facilities (including associated costs); anticipated production may affect the timing or the feasibility of the development of a particular or construction commencement dates; capital costs and scheduling; project, the expansion of certain facilities or mines, or the continuation operating costs; anticipated productive lives of projects, mines of existing assets. and facilities; provisions and contingent liabilities; and tax and Other factors that may affect the actual construction or production regulatory developments. commencement dates, costs or production output and anticipated lives Forward looking statements can be identified by the use of terminology of assets, mines or facilities include our ability to profitably produce and suchFor personal use only as ‘intend’, ‘aim’, ‘project’, ‘anticipate’, ‘estimate’, ‘plan’, ‘believe’, transport the minerals, petroleum and/or metals extracted to applicable ‘expect’, ‘may’, ‘should’, ‘will’, ‘continue’ or similar words. These statements markets; the impact of foreign currency exchange rates on the market discuss future expectations concerning the results of assets or financial prices of the minerals, petroleum or metals we produce; activities conditions, or provide other forward looking information. of government authorities in the countries where we are exploring These forward looking statements are not guarantees or predictions of or developing projects, facilities or mines, including increases in taxes, future performance and involve known and unknown risks, uncertainties changes in environmental and other regulations and political uncertainty; and other factors, many of which are beyond our control and which labour unrest; and other factors identified in the risk factors set out in may cause actual results to differ materially from those expressed in the section 1.8.3 of this Annual Report. statements contained in this Annual Report. Readers are cautioned not Except as required by applicable regulations or by law, BHP does not to put undue reliance on forward looking statements. undertake to publicly update or review any forward looking statements, whether as a result of new information or future events. Past performance cannot be relied on as a guide to future performance. 2 BHP Annual Report 2017 Section 1 In this section 1.1 Chairman’s Review 1.2 Chief Executive Officer’s Report 1.3 Performance summary 1.4 BHP – At a glance Strategic 1.4.1 Who we are 1.4.2 Where we are 1.5 Our strategy Report 1.5.1 Focus areas 1.5.2 Managing performance and risk 1.6 Our performance 1.6.1 Non-financial KPIs 1.6.2 Financial KPIs and performance overview 1.6.3 Commodity performance overview 1.7 Samarco 1.8 Our operating environment 1.8.1 Market factors and trends 1.8.2 Exploration 1.8.3 Principal risks 1.8.4 Management of principal risks About this Strategic Report 1.9 People This Strategic Report provides insight into BHP’s strategy, 1.9.1 Supporting our culture operating and business model, and objectives. It describes 1.9.2 Inclusion and diversity the principal risks BHP faces and how these risks might 1.9.3 Our people policies affect our future prospects. It also gives our perspective 1.9.4 Employees and contractors on our recent operational and financial performance. 1.9.5 Employee relations 1.10 Sustainability This disclosure is intended to assist shareholders and other 1.10.1 Our sustainability approach stakeholders to understand and interpret the Consolidated 1.10.2 Operating with ethics and integrity Financial Statements prepared in accordance with International 1.10.3 Health and safety Financial Reporting Standards (IFRS) included in this Annual 1.10.4 Society Report. The basis of preparation of the Consolidated Financial 1.10.5 Environment Statements is set out in section 5.1. We also use alternate 1.10.6 Climate change performance measures to explain our underlying performance; 1.11 Our businesses however, these measures should not be considered as an 1.11.1 Minerals Australia indication of, or as a substitute for, statutory measures as 1.11.2 Minerals Americas an indicator of actual operating performance or as a substitute 1.11.3 Petroleum for cash flow as a measure of liquidity. To obtain full details of 1.11.4 Marketing and Supply 1.12 Summary of financial performance the financial and operational performance of BHP, this Strategic 1.12.1 Group overview Report should be read in conjunction with the Consolidated 1.12.2 Financial results Financial Statements and accompanying notes.