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Letter to Shareholders
BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504
Jacques Nasser
Chairman
BHP Billiton
171 Collins Street
Melbourne Victoria 3000 Australia
25 September 2014 www.bhpbilliton.com
Dear Shareholder
2014 ANNUAL GENERAL MEETINGS
We will be holding BHP Billiton’s Annual General Meetings in October and November.
I wanted to write to you to give you some more detail on a number of items we will be considering.
These include the first binding vote on the Remuneration Policy (under new UK regulations), Board
renewal and share issuance.
Additionally, there has been shareholder interest in our plans to create a new global metals and
mining company and our policy on climate change. I have therefore added some further information
on these two topics.
Plans to create an independent global metals and mining company
As you know, in August, after a detailed review, we announced a plan to significantly simplify BHP
Billiton by demerging a selection of our aluminium, coal, manganese, nickel and silver assets.
We have been saying for some time that simplifying our portfolio has the potential to create value for
shareholders. Today, BHP Billiton owns 41 assets worldwide. The proposed demerger will be a
significant step towards focusing the portfolio on the 19 assets which generated 96 per cent of the
Group’s underlying EBIT in the 2014 financial year.
Once simplified, BHP Billiton will be almost exclusively focused on exceptionally large, long-life iron
ore, copper, coal, petroleum and potash basins. With fewer assets and a greater upstream focus,
we will be able to reduce costs and improve productivity more quickly. As a result BHP Billiton is
expected to generate higher margins, stronger growth in free cash flow and a better return on
invested capital.
The proposed new company will also be positioned to improve productivity more quickly as it
benefits from a strategy, systems and process designed for the scale of its assets.
In developing this plan, the Board assessed a wide range of alternatives with the aim of optimising
shareholder value. We believe a demerger will deliver more value for shareholders than maintaining
the status quo or other ways of simplifying BHP Billiton (such as trade sales) taking into account
certainty of outcome, associated costs, time to implement, and risks associated with third party
approvals.
A member of the BHP Billiton Group, which is headquartered in Australia
Registered Office: 171 Collins Street Melbourne Victoria 3000 Australia
ABN 49 004 028 077 Registered in Australia
Since the announcement, we have been able to engage extensively with investors and other
stakeholders. We have been pleased by the support for the demerger and the level of interest
investors have shown in the new company. Based on this, we are now assessing a potential
Standard listing in London for the new company. This listing would be in addition to the new
company’s previously announced proposed primary listing on the Australian Securities Exchange
and secondary inward listing on the Johannesburg Stock Exchange. Our engagement process
continues, and we welcome your feedback.
The Board will make a decision on the proposed demerger when the necessary government,
taxation, regulatory and other third party approvals are secured on satisfactory terms. Once the
necessary approvals are in place, shareholders will have the opportunity to vote on the proposed
demerger. The vote is being undertaken on a voluntary basis as part of our commitment to good
governance. Subject to these approvals and the shareholder vote, the demerger is expected to be
completed in the first half of calendar year 2015. We expect to provide an update in November 2014.
Board renewal (Items 12 to 24)
One of the key areas of corporate governance detailed in the Annual Report is ongoing Board
renewal. We are focused on enhancing the diversity of perspective on the Board. We do this in a
structured manner, looking out over a five-year period at the skills, backgrounds, knowledge,
experience and diversity on the Board. The right blend of skills, experience and perspective is
critical to ensuring the Board oversees BHP Billiton effectively for shareholders. In last year's Annual
Report, we talked about seeking additional upstream oil and gas experience.
I am pleased to report that a former director of Royal Dutch Shell plc, Malcolm Brinded, joined the
Board and the Sustainability Committee in April. Malcolm served on the Board of Shell between
2002 and 2012. During his 37-year career with Shell, he held leadership roles including Executive
Director of Exploration and Production, Executive Director of Upstream International and UK
Country Chair and Managing Director. Malcolm also has experience in non-conventional oil and gas
and is recognised for his successful track record in managing a business in the context of
uncertainty and systemic risk.
David Crawford will be retiring from the Board in November. On behalf of all shareholders, I would
like to thank him for his exceptional service to the Board and BHP Billiton over many years.
Reflecting David’s depth of skill and experience, and as one of Australia’s most respected Chairmen
and company directors, the Board has asked him to be the inaugural Chairman of the new
demerged company if approved.
Climate change and Board nomination (Item 25)
Three shareholders, collectively representing 0.06 per cent of the combined issued share capital of
BHP Billiton, have nominated a Non-Board endorsed candidate for election: Mr Dunlop.
Unlike the United Kingdom, Australian law does not mandate a threshold level of shareholder
support for an external candidate to be nominated to the board of a listed company. In the UK,
nomination of director candidates is treated as equivalent to other shareholder-proposed resolutions
and requires the support of at least 100 shareholders or shareholders who hold at least five per cent
of total voting rights. Given our DLC structure, we adopt the market standard of Australia in this
instance.
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Based on our analysis of the current skills and experience, we are once again recommending that
shareholders vote against the appointment of Mr Dunlop. As you may recall, Mr Dunlop was also
nominated in 2013 and was unsuccessful with over 96 per cent of shareholder votes cast against his
election.
Climate Change
Given the importance of this issue, I wanted to outline the way we consider climate change as an
integral part of our business strategy development and planning.
The Board has responsibility for BHP Billiton’s strategy. This is reviewed on a regular basis. Our
strategy of owning and operating large, long-life, low-cost, expandable upstream resource assets
diversified by commodity and geography has delivered strong returns. It underpins the continuing
creation of long-term sustainable value for shareholders, customers, employees and the
communities in which we operate.
BHP Billiton has a robust corporate planning process. That planning process, and the Board’s
assessment of strategy, business portfolio and future investments, is underpinned by scenario
planning. Scenario planning gives us the ability to evaluate a wide range of global uncertainties
through to 2035 including climate change, geopolitical and technological developments. At the core
of our corporate planning is our acceptance of the most recent assessment of the Intergovernmental
Panel on Climate Change (IPCC). The IPCC’s latest report found that warming of the climate is
unequivocal, human influence is clear and physical impacts are unavoidable. We incorporate the
IPCC’s assessment in our strategy as the base case for climate change science.
We believe our uniquely diversified portfolio is robust across these scenarios and shorter-term shock
events. For example, in a severely carbon constrained world, we believe there is upside for potash
and uranium, and also for our high-quality hard coking coal (lower smelting emissions) and iron ore
lump (direct blast furnace feed) while copper is resilient. In aggregate these mitigate potential
negative impacts in other commodities, given the relatively short pay-back periods for most present
and future investments in fossil fuel production.
Regardless of which direction the world may take, we will always be guided by Our Charter values,
including our value of Sustainability, in how we operate our business, interact with our stakeholders
and plan for the future. A more detailed explanation is set out in our 2014 Notice of Meeting.
Remuneration Items (Items 7 to 11)
Last year when Andrew Mackenzie was appointed Chief Executive the Remuneration Committee
believed that his remuneration should be rebased down, relative to the former CEO. Andrew
supported this change. As a result, the CEO’s package was reduced by approximately 25 per cent.
Following the Remuneration Committee’s annual review the CEO’s base salary and target
remuneration for this year will remain unchanged.
Non-executive Director fees will also remain unchanged this year, meaning a fourth consecutive
year at the same level. We believe these outcomes align remuneration with shareholder interests
and the prevailing business environment.
This year shareholders are asked to vote on five remuneration-related items. The first three relate to
the Remuneration Report. The fourth seeks approval of leaving entitlements, which is the authority
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we seek every three years consistent with Australian governance practice. The fifth is the standard
item seeking approval for grants of short- and long-term equity awards to the CEO.
Reduced Share Issuance Authority (Item 4)
Historically we have sought approval to issue up to 25 per cent of BHP Billiton Plc share capital.
This year we have decided to reduce this to 10 per cent of BHP Billiton Plc’s issued share capital
(equivalent to 4 per cent of the DLC’s issued share capital) reflecting closer alignment between UK
and South African governance guidelines.
Further discussion
Should you wish to discuss any of these issues in greater depth, please contact our London-based
governance team:
Geof Stapledon, Vice President Governance James Upton, Senior Manager Governance
T: +44 (0) 20 7802 4176 T: +44 (0) 20 7802 7308
E : geof.stapledon@bhpbilliton.com E: james.upton@bhpbilliton.com
Yours sincerely,
Jac Nasser AO
Chairman
Sponsor: Merrill Lynch South Africa Proprietary Limited
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