BHP Billiton Annual Report 2014 Value through performance Annual Report 2014 Our Charter We are BHP Billiton, a leading global resources company. Our purpose is to create long-term shareholder value through the discovery, acquisition, development and marketing of natural resources. Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity, geography and market. Our Values Sustainability Putting health and safety first, being environmentally responsible and supporting our communities. Integrity Doing what is right and doing what we say we will do. Respect Embracing openness, trust, teamwork, diversity and relationships that are mutually beneficial. Performance Achieving superior business results by stretching our capabilities. Simplicity Focusing our efforts on the things that matter most. Accountability Defining and accepting responsibility and delivering on our commitments. We are successful when: Our people start each day with a sense of purpose and end the day with a sense of accomplishment. Our communities, customers and suppliers value their relationships with us. Our asset portfolio is world-class and sustainably developed. Our operational discipline and financial strength enables our future growth. Our shareholders receive a superior return on their investment. Andrew Mackenzie Chief Executive Officer 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: Neathouse Place, London SW1V 1LH, United Kingdom. Each of BHP Billiton Limited and BHP Billiton Plc are members of the BHP Billiton Group, which is headquartered in Australia. BHP Billiton is a Dual Listed Company comprising BHP Billiton Limited and BHP Billiton Plc. The two entities continue to exist as separate companies but operate as a combined Group known as BHP Billiton. The headquarters of BHP Billiton Limited and the global headquarters of the combined BHP Billiton Group are located in Melbourne, Australia. BHP Billiton Plc is located in London, United Kingdom. Both companies have identical Boards of Directors and are run by a unified management team. Throughout this publication, the Boards are referred to collectively as the Board. Shareholders in each company have equivalent economic and voting rights in the BHP Billiton Group as a whole. Throughout this Annual Report, the terms BHP Billiton, the Company and the Group refer to the combined group, including both BHP Billiton Limited and subsidiary companies and BHP Billiton Plc and subsidiary companies. Contents Strategic Report Strategic 1 1 Strategic Report 2 1.1 Our Company 2 1.9 Our approach to remuneration 27 1.2 BHP Billiton locations 6 1.10 Key performance indicators 28 1.3 Chairman’s Review 8 1.11 Summary of consolidated performance 30 1.4 Chief Executive Officer’s Report 9 1.12 Our Businesses 33 1.5 Our strategy and business model 10 1.13 Our people 46 1.6 Strategic priorities 14 1.14 Sustainability 49 1.7 Our management of risk 20 1.15 Additional information 57 1.8 Our approach to corporate governance 26 2 Our assets 69 2.1 Business overview 69 2.1.5 Aluminium, Manganese and Nickel Business 92 2.1.1 Petroleum and Potash Business 69 2.1.6 Marketing 99 2.2 Production 100 2.1.2 Copper Business 78 O 2 ur assets 2.1.3 Iron Ore Business 82 2.3 Reserves and resources 104 2.1.4 Coal Business 87 2.4 Major projects 133 2.5 Business performance 135 3 Corporate Governance Statement 141 3.1 Governance at BHP Billiton 142 3.13 Director re-election 160 3.2 Board of Directors and Group Management Committee 144 3.14 Board committees 161 3.3 Shareholder engagement 150 3.15 Risk management governance structure 171 3.4 Role and responsibilities of the Board 151 3.16 Management 172 3.5 Board membership 152 3.17 Business conduct 173 3.6 Chairman 152 3.18 Diversity and inclusion at BHP Billiton 173 3.7 Senior Independent Director 153 3.19 Market disclosure 173 3.8 Director skills, experience and attributes 153 3.20 Remuneration 174 3.9 Director induction, training and development 156 3.21 Directors’ share ownership 174 3.10 Independence 157 3.22 Company secretaries 174 Governance Statement 3 Corporate Corporate 3.11 Board evaluation 158 3.23 Conformance with corporate governance standards 174 3.12 Board meetings and attendance 160 3.24 Additional UK disclosure 175 4 Remuneration Report 176 4.1 Annual statement by the Remuneration 4.3 Remuneration policy report 179 Committee Chairman 177 4.4 Annual report on remuneration 186 4.2 Introduction to the Remuneration Report 178 5 Directors’ Report 209 5.1 Review of operations, principal activities and 5.11 Auditors 213 state of affairs 210 5.12 Non-audit services 214 5.2 Share capital and buy-back programs 211 5.13 Political donations 214 5.3 Results, financial instruments and going concern 212 5.14 Exploration, research and development 214 5.4 Directors 212 5.15 Class order 214 Report Remuneration 4 5.5 Remuneration and share interests 212 5.16 Proceedings on behalf of BHP Billiton Limited 214 5.6 Secretaries 212 5.17 Directors’ shareholdings 214 5.7 Indemnities and insurance 213 5.18 GMC members’ shareholdings (other than Directors) 214 5.8 Employee policies 213 5.19 Performance in relation to environmental regulation 215 5.9 Corporate governance 213 5.20 Share capital, restrictions on transfer of shares and 5.10 Dividends 213 other additional information 215 6 Legal proceedings 216 7 Financial Statements 217 7.1 Consolidated Financial Statements 218 7.5 Lead Auditor’s Independence Declaration under 7.2 BHP Billiton Plc 302 Section 307C of the Australian Corporations Act 2001 309 7.3 Directors’ declaration 307 7.6 Independent Auditors’ reports 310 7.7 Supplementary oil and gas information – unaudited 314 7.4 Statement of Directors’ Responsibilities in respect Report Directors’ 5 of the Annual Report and the Financial Statements 308 8 Glossary 320 8.1 Mining, oil and gas-related terms 320 8.3 Terms used in reserves and resources 325 8.2 Non-mining, oil and gas terms 322 8.4 Units of measure 325 9 Shareholder information 326 9.1 History and development 326 9.7 Dividends 334 9.2 Markets 326 9.8 Share price information 335 9.3 Organisational structure 326 9.9 American Depositary Receipts fees and charges 337 9.4 Material contracts 327 9.10 Taxation 337 9.5 Constitution 328 9.11 Government regulations 342 9.6 Share ownership 331 9.12 Ancillary information for our shareholders 344 BHP BILLITON ANNUAL REPORT 2014 — 1 1 Strategic Report 1.1 Our Company 1.1.1 Group overview We are BHP Billiton, a leading global resources company. We are among the world’s top producers of major commodities, including iron ore, metallurgical and energy coal, conventional and unconventional oil and gas, copper, aluminium, manganese, uranium, nickel and silver. Our strategy is to own and operate large, long-life, low-cost, expandable, upstream assets diversified by commodity, geography and market. Our portfolio of high-quality growth opportunities positions BHP Billiton to continue to meet the changing needs of our customers and the resource demands of emerging and developed economies at every stage of their growth. We extract and process minerals, oil and gas from our production operations located primarily in Australia, the Americas and southern Africa. We sell our products globally with sales and marketing taking place principally through Singapore and Houston, United States. In FY2014, our workforce consisted of approximately 123,800 employees and contractors at 130 locations in 21 countries. The safety and health of our people and of the broader communities in which we operate are central to the success of our organisation. Regardless of where our people are located, the area of the organisation in which they work or the type of work they undertake, we strive to create an environment that is free from occupational illness or injury. The long-term nature of our operations allows us to build collaborative community relationships. Our size and scope mean we can make a meaningful contribution to communities in which we operate, while we support the continued development of global economic growth. We have strong governance processes in place, high standards of ethical and responsible behaviour, and we are an active contributor to societal development. We care as much about how results are achieved as we do about the results themselves. Our BHP Billiton Code of Business Conduct and specific internal policies prohibit bribery and corruption in all our business dealings regardless of the country or culture within which our people work. 2 — BHP BILLITON ANNUAL REPORT 2014 Strategic Report Strategic 1 O 2 ur assets 1.1.2 Our structure BHP Billiton operates under a Dual Listed Company (DLC) Access to energy underpins economic development. The most rapid structure, with two parent companies BHP Billiton Limited and demand growth comes at the earliest stages when people first gain BHP Billiton Plc operated as a single economic entity, run by access to modern energy supplies. In the next 20 years, we expect a unified Board and management team. Our headquarters are 1.7 billion people to gain access to electricity for the first time. located in Melbourne, Australia. Reliable and affordable energy supports the development of industry BHP Billiton Limited has a primary listing on the Australian Securities and as incomes rise, more people can buy consumer goods, like Exchange (ASX) in Australia. BHP Billiton Plc has a premium listing cars and appliances, further increasing the demand for energy. on the UK Listing Authority’s Official List and its ordinary shares We are proud that the supply of our products supports global are admitted to trading on the London Stock Exchange (LSE) in economic growth and development, with the associated reduction the United Kingdom and a secondary listing on the Johannesburg in poverty and improvement in living standards.