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BHP Group PLC - BHP 2020 AGM Results

RNS Number : 2608C
BHP Group PLC
15 October 2020
 

 

 

 

 

Group Governance

 

 

15 October 2020

 

 

To: Australian Securities Exchange

      London Stock Exchange

cc: New York Stock Exchange

     JSE Limited

 


 

 

FOR ANNOUNCEMENT TO THE MARKET

 

 

Please find attached the results of the business conducted at the meeting of shareholders of BHP Group Limited held virtually in Australia on 14 October 2020 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 15 October 2020.

 

As required by the Dual Listed Company Structure, a poll was conducted on each of the proposed resolutions. Each resolution is a Joint Electorate Action. The poll results for BHP Group Limited and BHP Group Plc are attached.

 

The final proxy position for each company is detailed in Appendix 1. The additional information required in respect of BHP Group Plc by the United Kingdom Companies Act 2006 is provided in Appendix 2.

 

A copy of the resolutions passed at the closure of the poll today has been submitted the FCA National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism

 

 

Authorised for lodgement by:

Geof Stapledon

Company Secretary

 

                     

BHP Group Limited ABN 49 004 028 077

LEI WZE1WSENV6JSZFK0JC28

Registered in Australia

Registered Office: Level 18, 171 Collins Street

Melbourne Victoria 3000 Australia

Tel +61 1300 55 4757 Fax +61 3 9609 3015


BHP Group plc Registration number 3196209

LEI 549300C116EOWV835768

Registered in England and Wales

Registered Office: Nova South, 160 Victoria Street

London SW1E 5LB United Kingdom

Tel +44 20 7802 4000 Fax +44 20 7802 4111

 

Members of the BHP Group which is headquartered in Australia

                                                                                                                                                                                                                                                                                                                                                                                 


Business

Votes

For

%

Votes

Against

%

Total Votes Cast

Abstentions1

Result

1

To receive the 2020 Financial Statements and Reports for BHP

2,909,809,359

99.95%

1,421,934

0.05%

2,911,231,293

41,872,041

 

CARRIED

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc

2,948,062,574

99.96%

1,312,123

0.04%

2,949,374,697

3,721,284

 

CARRIED

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

2,946,061,822

99.89%

3,224,567

0.11%

2,949,286,389

3,808,582

 

CARRIED

4

To approve the general authority to issue shares in BHP Group Plc

2,914,047,872

98.80%

35,257,951

1.20%

2,949,305,823

3,797,477

 

CARRIED

5

To approve the authority to allot equity securities in BHP Group Plc for cash

2,900,299,189

98.35%

48,755,406

1.65%

2,949,054,595

4,048,497

 

CARRIED

6

To authorise the repurchase of shares in BHP Group Plc

2,921,858,555

99.09%

26,930,764

0.91%

2,948,789,319

4,305,752

 

CARRIED

7

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

2,823,362,081

 

95.76%

 

125,102,055

 

4.24%

 

2,948,464,136

 

4,630,094

 

CARRIED

8

To approve the 2020 Remuneration Report

2,820,426,484

95.67%

127,706,024

4.33%

2,948,132,508

4,961,722

 

CARRIED

9

To approve the grant to the Executive Director

2,902,867,398

98.45%

45,600,204

1.55%

2,948,467,602

4,624,916

 

CARRIED

10

To approve leaving entitlements

2,925,992,274

99.25%

22,070,407

0.75%

2,948,062,681

5,029,752

 

CARRIED

11

To elect Xiaoqun Clever as a Director of BHP

2,900,015,830

98.36%

48,326,090

1.64%

2,948,341,920

4,764,141

 

CARRIED

12

To elect Gary Goldberg as a Director of BHP

2,945,580,970

99.91%

2,677,171

0.09%

2,948,258,141

4,848,095

 

CARRIED

13

To elect Mike Henry as a Director of BHP

2,946,383,840

99.93%

2,139,704

0.07%

2,948,523,544

4,582,917

 

CARRIED

14

To elect Christine O'Reilly as a Director of BHP

2,940,990,647

99.75%

7,488,042

0.25%

2,948,478,689

4,626,554

 

CARRIED

15

To elect Dion Weisler as a Director of BHP

2,945,270,161

99.90%

2,929,582

0.10%

2,948,199,743

4,905,100

 

CARRIED

16

To re-elect Terry Bowen as a Director of BHP

2,906,341,026

98.57%

42,015,847

1.43%

2,948,356,873

4,740,109

 

CARRIED

17

To re-elect Malcolm Broomhead as a Director of BHP

2,874,872,876

98.07%

56,581,606

1.93%

2,931,454,482

21,647,691

 

CARRIED

18

To re-elect Ian Cockerill as a Director of BHP

2,943,832,937

99.93%

2,006,980

0.07%

2,945,839,917

7,262,938

 

CARRIED

19

To re-elect Anita Frew as a Director of BHP

2,905,767,623

98.55%

42,839,311

1.45%

2,948,606,934

4,498,309

 

CARRIED

20

To re-elect Susan Kilsby as a Director of BHP

2,816,758,682

95.53%

131,858,130

4.47%

2,948,616,812

4,488,431

 

CARRIED

21

To re-elect John Mogford as a Director of BHP

2,898,399,614

98.56%

42,197,600

1.44%

2,940,597,214

12,499,768

 

CARRIED

22

To re-elect Ken MacKenzie as a Director of BHP

2,865,886,555

97.22%

81,832,064

2.78%

2,947,718,619

5,386,661

 

CARRIED

23

To amend the Constitution of BHP Group Limited

267,228,519

9.60%

2,515,261,317

90.40%

2,782,489,836

170,606,496

 

NOT CARRIED











Resolution 24 was withdrawn by the requisitioning shareholders prior to the meeting. 

24

To adopt interim cultural heritage protection measures2







WITHDRAWN


Resolution 25 was NOT valid as it was conditional on Resolution 23 being approved by the required majority. Poll figures are provided below for information purposes only and do not constitute a voting result.

25

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals3

632,527,371

22.40%

2,191,058,715

77.60%

2,823,586,086

129,516,625

 

NOT VALID

 

1.     In calculating the results of the respective polls under the joint electoral procedure, "withheld" votes at BHP Group Plc's meeting are aggregated with "abstained" votes at BHP Group Limited's meeting.  For all relevant purposes "withheld" votes and "abstained" votes have the same meaning. They are not included in the calculation of the proportion of votes for and against each resolution.

 

2.   Proxy figures for Resolution 24 are included below in Appendix 1 for information.

 

3.   BHP engaged extensively with investors throughout 2020 on the Company's approach to industry associations. This engagement directly shaped the package of industry association reforms that BHP announced in August 2020, which was welcomed by Climate Action 100+ and the Australian Council of Superannuation Investors. BHP also consulted broadly with investors on Resolution 25, and will undertake further consultations over the next few months with shareholders that voted for and against Resolution 25 to better understand the reasons for their position.

 

 

 

 


APPENDIX 1

 

BHP Group Limited & BHP Group Plc - Final Proxy Position

 

 



Limited

Plc

To receive the 2020 Financial Statements and Reports for BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,417,846,295

1,492,732,604

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,406,155,154

1,492,584,941

-

was to vote against the resolution

1,344,439

70,863

-

was to abstain on the resolution

26,531,171

15,331,597

-

may vote at the proxy's discretion

 

10,346,702

76,800

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,772,343

1,505,960,101

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,431,536,908

1,505,342,693

-

was to vote against the resolution

764,314

539,882

-

was to abstain on the resolution

1,605,123

2,104,100

-

may vote at the proxy's discretion

 

10,471,121

77,526

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,768,783

1,505,881,369

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,430,294,647

1,504,581,524

-

was to vote against the resolution

1,987,478

1,221,061

-

was to abstain on the resolution

1,608,683

2,181,822

-

may vote at the proxy's discretion

 

10,486,658

78,784

To approve the general authority to issue shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,814,638

1,505,874,179

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,430,127,522

1,472,743,276

-

was to vote against the resolution

2,176,551

33,052,263

-

was to abstain on the resolution

1,562,828

2,189,222

-

may vote at the proxy's discretion

 

10,510,565

78,640

To approve the authority to allot equity securities in BHP Group Plc for cash

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,592,737

1,505,844,329

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,424,859,649

1,464,232,282

-

was to vote against the resolution

7,193,747

41,532,682

-

was to abstain on the resolution

1,784,729

2,219,872

-

may vote at the proxy's discretion

 

10,539,341

79,365

To authorise the repurchase of shares in BHP Group Plc

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,605,893

1,505,544,242

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,428,791,544

1,481,840,347

-

was to vote against the resolution

3,294,171

23,625,180

-

was to abstain on the resolution

1,771,572

2,519,958

-

may vote at the proxy's discretion

 

10,520,178

78,715

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,066,912

1,505,757,155

 

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,409,403,130

1,402,918,814

 

-

was to vote against the resolution

22,216,794

102,758,345

 

-

was to abstain on the resolution

2,310,554

2,306,445

 

-

may vote at the proxy's discretion

 

10,446,988

79,996

 

To approve the 2020 Remuneration Report

*

Total number of votes exercisable by all proxies validly appointed

 

1,441,784,438

1,505,711,908

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,408,717,567

1,400,783,807

-

was to vote against the resolution

22,729,314

104,850,725

-

was to abstain on the resolution

2,593,028

2,351,692

-

may vote at the proxy's discretion

 

10,337,557

77,376

To approve the grant to the Executive Director

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,124,487

1,505,730,939

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,422,027,372

1,469,919,749

-

was to vote against the resolution

9,740,221

35,730,384

-

was to abstain on the resolution

2,252,979

2,330,949

-

may vote at the proxy's discretion

 

10,356,894

80,806

10 

To approve leaving entitlements

*

Total number of votes exercisable by all proxies validly appointed

 

1,441,771,906

1,505,689,738

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,424,104,052

1,490,884,529

-

was to vote against the resolution

7,314,625

14,725,631

-

was to abstain on the resolution

2,605,560

2,373,283

-

may vote at the proxy's discretion

 

10,353,229

79,578

11 

To elect Xiaoqun Clever as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,337,538

1,505,352,389

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,405,030,221

1,483,774,656

-

was to vote against the resolution

26,796,849

21,498,245

-

was to abstain on the resolution

2,039,928

2,711,785

-

may vote at the proxy's discretion

 

10,510,468

79,488

12 

To elect Gary Goldberg as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,248,710

1,505,356,480

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,429,651,528

1,504,694,718

-

was to vote against the resolution

2,079,451

582,939

-

was to abstain on the resolution

2,128,756

2,707,469

-

may vote at the proxy's discretion

 

10,517,731

78,823

13 

To elect Mike Henry as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,515,107

1,505,357,780

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,430,027,158

1,505,136,163

-

was to vote against the resolution

1,989,836

141,904

-

was to abstain on the resolution

1,862,359

2,706,394

-

may vote at the proxy's discretion

 

10,498,113

79,713

14 

To elect Christine O'Reilly as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,467,131

1,505,365,742

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,425,295,662

1,504,477,582

-

was to vote against the resolution

6,662,661

808,572

-

was to abstain on the resolution

1,910,335

2,698,432

-

may vote at the proxy's discretion

 

10,508,808

79,588

15 

To elect Dion Weisler as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,210,668

1,505,361,215

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,429,280,874

1,504,702,971

-

was to vote against the resolution

2,328,551

579,421

-

was to abstain on the resolution

2,166,798

2,702,959

-

may vote at the proxy's discretion

 

10,601,243

78,823

16 

To re-elect Terry Bowen as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,358,347

1,505,362,363

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,427,186,131

1,467,883,084

-

was to vote against the resolution

4,608,047

37,399,791

-

was to abstain on the resolution

2,019,119

2,701,811

-

may vote at the proxy's discretion

 

10,564,169

79,488

17 

To re-elect Malcolm Broomhead as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,452,835

1,488,359,114

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,421,420,013

1,442,231,719

-

was to vote against the resolution

10,518,428

46,047,907

-

was to abstain on the resolution

1,924,631

19,705,060

-

may vote at the proxy's discretion

 

10,514,394

79,488

18 

To re-elect Ian Cockerill as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,403,063

1,502,794,818

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,430,100,569

1,502,441,023

-

was to vote against the resolution

1,723,168

273,112

-

was to abstain on the resolution

1,974,403

5,269,356

-

may vote at the proxy's discretion

 

10,579,326

80,683

19 

To re-elect Anita Frew as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,590,662

1,505,370,190

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,427,139,655

1,467,339,801

-

was to vote against the resolution

4,880,233

37,951,257

-

was to abstain on the resolution

1,786,804

2,693,984

-

may vote at the proxy's discretion

 

10,570,774

79,132

20 

To re-elect Susan Kilsby as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,599,739

1,505,371,501

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,387,375,105

1,418,077,265

-

was to vote against the resolution

44,633,376

87,215,231

-

was to abstain on the resolution

1,777,727

2,692,673

-

may vote at the proxy's discretion

 

10,591,258

79,005

21 

To re-elect John Mogford as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,340,753

1,497,619,133

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,426,832,123

1,460,254,703

-

was to vote against the resolution

4,904,495

37,284,342

-

was to abstain on the resolution

2,036,713

10,445,041

-

may vote at the proxy's discretion

 

10,604,135

80,088

22 

To re-elect Ken MacKenzie as a Director of BHP

*

Total number of votes exercisable by all proxies validly appointed

 

1,442,439,390

1,504,628,788

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

1,414,617,682

1,439,829,115

-

was to vote against the resolution

17,104,080

64,718,547

-

was to abstain on the resolution

1,938,076

3,435,385

-

may vote at the proxy's discretion

 

10,717,628

81,126

23 

To amend the Constitution of BHP Group Limited

*

Total number of votes exercisable by all proxies validly appointed

 

1,358,904,710

1,422,938,592

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

73,900,810

193,281,070

-

was to vote against the resolution

1,274,632,259

1,229,578,216

-

was to abstain on the resolution

85,472,755

85,119,189

-

may vote at the proxy's discretion

 

10,371,641

79,306


Resolution 24 was withdrawn by the requisitioning shareholders prior to the meeting.  Resolution 25 was NOT valid as it was conditional on Resolution 23 being approved by the required majority. Proxy figures for both Resolutions 24 and 25 are provided below for information purposes only.

 

24 

To adopt interim cultural heritage protection measures

*

Total number of votes exercisable by all proxies validly appointed

 

1,428,318,772

1,389,799,856

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

101,930,450

146,143,690

-

was to vote against the resolution

1,316,233,394

1,243,577,138

-

was to abstain on the resolution

16,058,693

118,264,155

-

may vote at the proxy's discretion

 

10,154,928

79,028

25 

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals

*

Total number of votes exercisable by all proxies validly appointed

 

1,392,051,529

1,430,890,306

*

Total number of votes in respect of which the appointments specified that the proxy -                     

-

was to vote for the resolution

289,334,988

343,148,134

-

was to vote against the resolution

1,092,540,921

1,087,663,144

-

was to abstain on the resolution

52,325,936

77,173,854

-

may vote at the proxy's discretion

 

10,175,620

79,028

 

 

APPENDIX 2

Additional Information

 

For the purposes of section 341 of the United Kingdom's Companies Act 2006 and in respect of BHP Group Plc, the votes validly cast1 as a percentage of the company's total issued share capital (as at 6pm on 14 October 2020) are:

 


Item of Business

Votes cast %1




1

To receive the 2020 Financial Statements and Reports for BHP

70.68%

 

2

To reappoint Ernst & Young LLP as the auditor of BHP Group Plc.

71.30%

 

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc

71.30%

 

4

To approve the general authority to issue shares in BHP Group Plc

71.30%

 

5

To approve the authority to allot equity securities in BHP Group Plc for cash

71.30%

 

6

To authorise the repurchase of shares in BHP Group Plc

71.28%

 

7

To approve the 2020 Remuneration Report other than the part containing the Directors' remuneration policy

71.29%

 

8

To approve the 2020 Remuneration Report

71.29%

 

9

To approve the grant to the Executive Director

71.29%

 

10

To approve leaving entitlements

71.29%

 

11

To elect Xiaoqun Clever as a Director of BHP

71.27%

 

12

To elect Gary Goldberg as a Director of BHP

71.27%

 

13

To elect Mike Henry as a Director of BHP

71.27%

 

14

To elect Christine O'Reilly as a Director of BHP

71.27%

 

15

To elect Dion Weisler as a Director of BHP

71.27%

 

16

To re-elect Terry Bowen as a Director of BHP

71.27%

 

17

To re-elect Malcolm Broomhead as a Director of BHP

70.47%

 

18

To re-elect Ian Cockerill as a Director of BHP

71.15%

 

19

To re-elect Anita Frew as a Director of BHP

71.27%

 

20

To re-elect Susan Kilsby as a Director of BHP

71.27%

 

21

To re-elect John Mogford

70.91%

 

22

To re-elect Ken MacKenzie as a Director of BHP

71.24%

 

23

To amend the Constitution of BHP Group Limited

67.37%

 

24

Resolution withdrawn

 

 

25

To suspend memberships of Industry Associations where COVID-19 related advocacy is inconsistent with Paris Agreement goals2

67.75%

 

 

1. This calculation does not include the votes cast at the BHP Group Limited Annual General Meeting which are added to the votes cast at the BHP Group Plc Annual General Meeting to give the final result in relation to each resolution. Final poll results for BHP Group Plc and BHP Group Limited can be found on pages 2 to 4 of this announcement.

2. Resolution 25 was not valid as it was conditional on Resolution 23 being approved by the required majority. The information contained above is for information purposes only.

 

 

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