BHP BILLITON PLC - BHP Billiton Plc 2017 AGM Speeches

BHP Billiton Plc 2017 AGM Speeches

BHP Billiton Plc
Registration number 3196209
Registered in England and Wales
Share code: BIL
ISIN: GB0000566504


Group Governance




19 October 2017

 To:        Australian Securities Exchange                                          cc:      New York Stock Exchange
            London Stock Exchange                                                            JSE Limited




                        BHP BILLITON PLC ANNUAL GENERAL MEETING SPEECHES

 Please find attached addresses to shareholders to be delivered by the Chairman and the Chief
 Executive Officer at BHP Billiton Plc’s Annual General Meeting today in London.

 The meeting will be webcast at https://edge.media-server.com/m6/p/bb59cacs

 As part of the Dual Listed Company structure of the Group, the business to be conducted at the
 Annual General Meetings will be determined by polls. The poll results will not be known until the
 conclusion of BHP Billiton Limited’s Annual General Meeting which will be held in Melbourne,
 Australia on 16 November 2017. The results will then be released to the market.

 Further information on BHP can be found at bhp.com.




 Rachel Agnew
 Company Secretary



 Sponsor: UBS South Africa (Pty) Limited



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                     Members of the BHP Group which is headquartered in Australia
                          BHP Billiton Plc Annual General Meeting
                          Speeches by Ken MacKenzie, Chairman
                                             and
                         Andrew Mackenzie, Chief Executive Officer
                                      19 October 2017


                       BHP Billiton Plc Annual General Meeting
                                   19 October 2017

Ken MacKenzie, Chairman

Introduction

Good morning, ladies and gentlemen, and welcome to the 2017 Annual General Meeting
of BHP Billiton Plc. My name is Ken MacKenzie, and I am the new Chairman of BHP. All
of your Directors are present.

It is a pleasure to be here in London to meet with our shareholders in the UK.

It is a great honour to serve as your Chairman and to lead BHP’s Board, a role and a
challenge that I am both humbled and energised by. I don’t underestimate the
responsibility of this role - a responsibility to you our owners, to BHP’s people, local
communities and to governments and society. I understand and appreciate BHP’s rich
history, quality assets and contribution to global economic development.

But what really drew me to BHP, the single and most important factor, was that I saw a
company that makes a real difference. A company that makes a contribution to so many
people, communities and nations around the world.

What I hope to bring to BHP is more than 30 years of global executive experience, most
recently from Amcor where I was CEO for 10 years. This experience has shaped my
thinking on strategy, capital allocation, culture and the creation of shareholder value. I
have learnt to navigate challenging external environments, and enjoy working with global
teams. I look forward to leveraging these experiences and insights at BHP.

Since my appointment to BHP’s Board in September last year, I have visited many of our
operations around the world. I’ve been to:

   -   iron ore operations in Western Australia;
   -   coal operations in Queensland;
   -   the Jansen Project in Canada;
   -   our offshore and onshore petroleum operations in the United States; and
   -   copper assets in Chile.

I was impressed. I saw strength and potential. While there was much to be impressed by,
three things stood out for me.

Firstly, the quality and expertise of BHP’s people. Hard-working, smart people who not
only dedicate themselves every day to making BHP a safer, more productive company,
but who stand out as leaders in their communities.

Secondly, the scale of opportunity at BHP’s assets. The decades of opportunity that can
be realised through disciplined capital investment, further productivity gains and
embedding a culture of continuous improvement. The concept of many incremental wins
that together are cumulatively profound.

And finally (and this is really a combination of my first two points), the opportunity we have
to create value for our shareholders.

It was helpful to see these opportunities with my own eyes. However, I have also been
listening.

During July and August this year, I met with over 100 shareholders across eight countries
during what I called my ‘listening tour’. During the tour, I heard investors’ perspectives on
BHP across a broad range of topics – from the Company’s portfolio through to our capital
allocation approach and our culture.

I heard positive feedback, but I was also challenged by investors and heard their ideas
and opportunities.

While the purpose of the tour was to listen, it was not a polling exercise. It is the role of the
Board as the Company’s stewards to listen and be responsive to our stakeholders. That is
the approach I believe in. But ultimately, it is up to the Board to choose the course it
believes will best benefit shareholders.

The listening tour gave me the confidence that the foundations are strong. But there are
areas where we need to sharpen our focus, areas with potential to be better, and areas
we can build on. We must maintain a relentless focus on driving value and returns. We
must never lose sight of this commitment to our shareholders, particularly in the context of
the commodity cycle.

With a sharpened focus in some key areas, I am certain BHP will continue to make a
difference, remain competitive and create shareholder value.

The gifts

Before turning to the future, I would like to recognise the strong foundations we have
today.

This Company is steeped in over 130 years of history, each chapter contributing to the
BHP of today. It has been built by generations of boards and management teams.

One of the most recent chapters to highlight and pay tribute to is the enormous
contribution of my predecessor, Jac Nasser. Jac led the Board for seven years. I thank
Jac for his outstanding service to the Company. His leadership and wise counsel will be
missed, and his legacy, including strong corporate governance, will be of benefit for years
to come. It is thanks to Jac, and those before him, that we have been gifted with BHP’s
great assets and great people.

But gifts like these, don’t just happen. They take talent, drive and hard work.

There is much your CEO, Andrew Mackenzie, and his leadership team have delivered
over the past five years to set BHP up for success.

During this time BHP has become:

   -   simpler: with a smaller portfolio of more focused assets in the right commodities.
       This has been accomplished through appropriate asset divestitures and the
       demerger of South32;
   -   more efficient: with unit costs down 40 per cent and over US$12 billion of
       annualised productivity gains embedded;
   -   more disciplined: with the introduction of the capital allocation framework and a 70
       per cent reduction in annual capital expenditure; and
   -   stronger: with significantly less debt and more financial flexibility.

Andrew, I look forward to working with you and your management team as you drive these
outcomes even further.

My focus

As we turn to the future, while economic conditions in many countries have improved, we
continue to expect significant volatility across various markets.

The transition of the three largest economies in the world will provide the backdrop and
context against which other market developments will have to be considered. The US is
now operating at close to full employment. However, policy changes and the unwinding of
low interest rates remain the key driver of global uncertainty. The slow progress in Brexit
discussions raises issues as to how ‘hard’ the separation will be and how it will impact the
economic recovery in Europe.

Finally, it is important to recognise that the largest consumer of commodities globally,
China, has endeavoured to maintain growth by addressing financial sector and credit
market risks. And the Chinese government is likely to remain focused on protecting
against geopolitical and economic volatility to enable it to continue on its growth path.

Over the longer term, we remain optimistic that a healthy global trade environment will be
supported by agreements that are both inclusive and fair, as protectionist policies will only
result in lower productivity and less affordable goods and services across nations.

Within this global economic backdrop, we believe BHP is well placed to create value for
shareholders, and to continue to make a difference. We will do this by focusing on five key
areas:

   -   safety;
   -   our portfolio;
   -   prudent capital allocation;
   -   world-class capability and culture; and
   -   our social licence to operate.

The first focus area is safety. Nothing is achieved if it is not done safely. Our commitment
to operating safely without fatalities remains unchanged.
At the beginning of my career, I was touched by a safety incident that I witnessed. I was
on a production floor when just metres away from me, a young apprentice had his hand
crushed in a printing press. The sight and the sound of that accident will stay with me
forever.

From that day forward, safety has never been about the numbers. It is personal, it is
emotional, and it is about people - our co-workers, our contractors and their families.

For BHP, tragically in the 2017 financial year one of our colleagues, Rudy Ortiz Martinez,
was killed during planned maintenance work at Escondida in Chile. Then in August this
year, Daniel Springer died following an incident at the Goonyella Riverside mine in
Queensland.

I offer my sincere condolences to the family, friends and colleagues of Rudy and Daniel.

While our total recordable injury frequency decreased this year, it’s not enough. Since
these tragedies, we have renewed our efforts to protect the health and safety of everyone
who works at BHP. Andrew will share more about this in a moment.

The second focus area relates to assessing BHP’s portfolio.

It will be no surprise to you that the Board and management review BHP’s portfolio and
options for the future on an ongoing basis to make sure that every asset earns its way in
the portfolio against strict metrics focused on value and returns.

There is significant ‘work in progress’ in shaping the portfolio in this way, perhaps most
notably in shale, where in August we announced that our onshore US shale assets are no
longer aligned with our long-term strategy and are therefore non-core. We are actively
pursuing ways to exit these assets for value.

The third focus area is capital discipline.

As an outsider looking in, I have seen the pro-cyclical nature of the resources industry.
The industry’s and the Company’s track record over the past decade on capital allocation
and shareholder value creation has not been perfect.

The Board and management team have been working together to learn from the lessons
of the past and to continuously enhance our capital allocation processes. The framework
established at the beginning of 2016 was an important step towards these objectives. The
framework is a core process for everyone in the leadership of BHP and how we create
value. So to that end, Andrew and I have agreed that we will form a working group made
up of representatives of management and the Board that will focus on strengthening the
application of the framework. This will help us to further review and improve our capital
allocation activities and metrics, as well as how we communicate our decisions
transparently to the market.

Our starting position is solid. We have a portfolio that generates significant amounts of
cash in almost all phases of the commodity cycle.
We also have some clear parameters in place:

   -   We have a well-established capital allocation framework to determine how we best
       allocate cash.
   -   In August we gave the market new clarity around net debt. We announced that we
       would continue to strengthen our balance sheet with a targeted medium-term net
       debt range of US$10 to 15 billion.
   -   We also announced that we would maintain discipline and keep capital and
       exploration expenditure below US$8 billion over the next few years. As Andrew
       has previously stated, this is not a ‘spend up to’ target. We will continue to drive
       capital efficiency in our aim to do it for less.

These parameters will make us sharper and more disciplined.

But we understand that for every capital decision we make, the framework is only as good
as the outcomes it produces. We are determined to build a track record of disciplined
decisions that make the most of the hard won cash flow our assets generate – decisions
that will set us up to create maximum value for our shareholders.

The fourth focus area is capability and culture.

Along with Andrew, I firmly believe culture is a genuine differentiator and a source of
competitive advantage.

As an example, there is the opportunity to further strengthen our productivity capability
and culture. As I touched upon earlier, there have been significant productivity gains won
over the past five years which have delivered enormous rewards. This is a substantial
achievement.

However, ‘better never stops’.

When continuous improvement is front of mind for all of our people every day and
regardless of swings in the commodity cycle, this will be a significant lever to create
shareholder value.

Having participated in a low-margin industry for many years, I have seen first-hand the
upside of this type of passionate and relentless focus. To be lean and agile. The
competitive advantage that can be achieved from having productivity and continuous
improvement embedded in your culture.

We are also taking steps at the Board level to make sure we have the right capability and
culture. That the Board is fit-for-purpose. We recognise that the Board needs to continue
to evolve to take into account the rapidly changing environment in which we operate. So,
we will undertake a review of the Board skills and experience requirements during this
financial year.

We take a structured and rigorous approach to Board succession planning. We know that
a mix of skills, background, knowledge and experience is required. This needs to be
supported by diversity of geographic location, nationality and gender in order to effectively
govern the business.

Board refreshment was a topic of discussion during my meetings with shareholders.
Investors, just like the Board, believe regular renewal is important but are also aware of
the value corporate memory brings to a board. In this context, a number of appointments
were made this year to make sure the Board is balanced and fit-for-purpose.

Effective 1 October, Terry Bowen and John Mogford were appointed to the Board as Non-
executive Directors. We look forward to their insights and counsel given their extensive
business experience. We will have the opportunity to hear from Terry and John later.

The Board also had a number of retirements over the last year. John Schubert, Pat
Davies and, of course, Jac Nasser all retired from the Board. In addition, Malcolm Brinded
and Grant King decided they will not stand for election. I would like to thank all of these
Directors for their valuable contribution and service to BHP and I would like to wish them
all the best for their future.

The fifth focus area is our social licence to operate. To ‘do the right thing’ and fulfil our
social contract.

Leadership with our social licence can create a strategic advantage for BHP, and by
extension, value for shareholders. Public acceptance and trust are an imperative for BHP.
Without it, we have nothing.

If our host nations and communities do not trust us or do not feel they benefit from our
presence, we eventually lose our ability to operate there – deservedly. Intense competition
across borders for jobs and investment, technological disruption and globalisation all
contribute to eroding the trust people have in big business and institutions.

We know we need to do more than ever to achieve our social licence to operate.

So, in many respects, our most valuable commodities are not iron ore, coal, copper or
petroleum. They are people, relationships and trust. For BHP, and all companies, big or
small, these factors are an essential part of operations.

Nowhere is this more important than the response to the terrible tragedy at Samarco.
Before I joined BHP, I saw the response efforts from the outside. I saw an unwavering
commitment to do the right thing.

BHP’s first priority in the initial phases was to support Samarco in the humanitarian
response and ensure the safety of people and the environment. The Company, through
the Renova Foundation, has now moved to a focus on engaging with the affected
communities to work with them to develop the solutions they themselves have identified.
We are determined to learn from, and share, the lessons from this tragedy – not only
within our own company, but across the industry – in order to improve tailings dam
management standards globally.

Another example is our approach to climate change. Our climate change strategy is tied to
economic growth, so our sustained growth is not possible without an effective response.
In terms of our actions, in 2017, we successfully achieved our ambitious five year target to
keep our absolute greenhouse gas emissions below our 2006 baseline while growing our
business. Our new five year target is also ambitious. We aim to limit 2022 greenhouse gas
emissions at or below 2017 levels.

In summarising how we think about our social licence, I will say this: it is hard to measure
the benefit of trust, but it is very easy to measure the losses associated with not having it.
For BHP, our social licence is central to our business case and provides a foundation for
all value creation.

So it is in these five focus areas: safety, the portfolio, capital discipline, capability and
culture, and our social licence to operate, that your Board and Management intend to
shape the future for BHP.

As I said at the start, this Company has great strength and potential. I have seen the
quality and expertise of BHP’s people. I have seen the scale of opportunity at BHP’s
assets. These provide the platform to create value for our shareholders, enhance our
social licence to operate, and to make a real difference in the world.

Your Board, Andrew and I are genuinely excited for the future.


Andrew Mackenzie, Chief Executive Officer

Welcome

Thank you, Ken, and welcome to the Annual General Meeting. This is my fifth Plc AGM as
CEO and only the first where I am introduced by someone other than Jac!

It is with gratitude we farewell former Chairman, Jac Nasser, who has left us with a
remarkable legacy. I am thankful for Jac’s leadership and commitment to our Company for
the past 11 years. I will miss him but our friendship will endure.

And now it is with great excitement we welcome Ken MacKenzie, who you have just heard
from. Ken, it is a pleasure to welcome you as our new Chairman.

I am excited to work with someone who has such extensive global business experience
and a reputation built on a deeply strategic approach to maximise value for shareholders. I
know that you have the rigour necessary to effectively oversee our capital allocation
framework on behalf of our shareholders. You bring a track record in manufacturing that
we will leverage to bring the best of manufacturing discipline into our business.

You have already provided me, the management team, and the Board with valuable
insights and made us see new possibilities for our great Company. Possibilities I am
certain will result in improved performance and greater shareholder value.

Safety is our top priority

Before I talk about the year we have had, which on most measures has been an
exceptional one, I must start with a stark reminder of why safety is, and will always be, our
top priority.

Since I stood before you at this meeting last year, two of our colleagues have died at
work. Tragically, Rudy Ortiz Martinez, who was just 22, died at the Escondida mine last
October. And, a few months ago, Daniel Springer, only 30 years old, died at Goonyella
Riverside mine, leaving behind his young son and wife.

These fatalities have had a profound and permanent impact on Rudy’s and Daniel’s
families, friends and co-workers. To these people, I offer not only my sincere and heartfelt
condolences, but also a commitment.

We enter this year more committed than ever to make sure every one of our people goes
home safe. I commit to continue to define the most important part of everybody’s job,
including mine, as making sure our teams go home safe, healthy and well every single
day.

It was encouraging to see us make some progress in safety last year, with improvement in
our TRIF performance. We have, and we must continue to, reinforce the risks and critical
controls to protect everyone on our sites and at all our locations.

One way we are already doing this is through our Company-wide Field Leadership
program. At its heart, Field Leadership builds conversation, recognition and observation of
critical controls into the daily routines of all our leaders. It means we see and reinforce
positive behaviours first-hand, can quickly recognise when there are safety risks in our
operations and can act upon them to reduce or eliminate through intervention.

When we are more connected company-wide with each other, we can and will be safer. It
sounds simple, but by encouraging our leaders to be visible, connected with each other
and fully engaged in their team’s work practices, we can drive cultural change and
improve safety and productivity outcomes.

Our commitment to sustainability

In FY2017, we carried on our commitment to do what is right in response to the Fundão
tailings dam failure at the Samarco operation in Brazil. Initially, the priority was to support
Samarco with the humanitarian response and protect the safety of people and the
environment. Now, we have moved from the emergency response to a more structured
and strategic approach to develop medium and long-term solutions. Our commitment to
help affected communities has remained resolute since the dam failure in November
2015, and we will use Our Charter values to guide our work with relevant stakeholders
and achieve the best outcomes for all involved.

We also use these values in our global approach to improved sustainability. This financial
year marks the beginning of our new public five-year health, safety, environment and
community targets. We are proud of our achievements from the last five-year targets,
which formally concluded in June. We met or exceeded the vast majority of benchmarks
we set for ourselves.

But as we come into the next five years, we are determined to do more. We have set even
more ambitious goals to push and challenge ourselves. We hope our leadership in this
area will also push and challenge the resources industry, and the world, to be safer,
sustainable and more connected to the needs of the community.
I am particularly proud of the long-term environmental goals we have set, including our
aim to achieve net-zero operational greenhouse gas emissions in the second half of this
century.

We have already established ourselves as a leader through our transparent disclosure of
our early actions in this field. By putting these commitments in writing, you are able to hold
us accountable.

Market outlook and FY2017 financial performance

Now, to the market outlook and our financial results.

After a period of weak prices, several of our commodities are currently trading above long-
term price forecasts. Some challenges do remain in terms of geopolitical uncertainty and
protectionism, which has the potential to hinder international trade, weigh on business
confidence and restrain job creation and investment. However, our long-term view for
markets remains positive.

Population growth and the rise in living standards will drive demand higher for energy,
metals and minerals for decades to come. New demand centres will emerge where the
key levers of industrialisation and urbanisation are still immature, such as India. As we
watch the outcomes of the Chinese Party Congress with interest, we expect growth in
China to ease modestly over the short-term, as monetary policy tightens and housing and
automotive markets soften. Over the long term, we believe fiscal policy and infrastructure
investment will be conducive to growth, especially with the Belt and Road Initiative and
rich in opportunity for natural resources.

Against this backdrop, we are confident we have the right assets, in the right commodities,
through the steps we have taken over the past five years to transform our Company.

We are simpler, with half the assets we had before and a portfolio now focused on truly
tier-one assets with common characteristics. We are more efficient, through our
productivity agenda and further cost reductions. Over the past five years we have
delivered US$12 billion in productivity gains and reduced unit costs by 40 per cent. We
have reinforced the balance sheet to provide us with flexibility in the good times, and
protection and opportunity when we face tougher conditions.

This deliberate focus on simplification and productivity has allowed us to achieve great
results in FY2017. Last financial year, all our operated assets were free cash flow positive
and delivered a total free cash flow of US$12.6 billion, the second highest on record. We
reduced net debt by US$10 billion. We invested for the future, and, the Board determined
dividends of US$4.4 billion, which includes an amount of US$1.1 billion over the minimum
payout ratio.

Our plan to create value

The quest for value and returns is what drives us every day. Our focus will not waver. It is
not simply something we say we will do, we have a plan to deliver.

We have achieved great success with productivity and laid strong foundations to unlock
improvements for years to come. With our simple portfolio and operating model now in
place, we can further evolve our culture, embrace process discipline, encourage
innovation, and relentlessly pursue improvement.

It is this culture that can further set us apart from our peers, when our people at all levels
demand and push for better every day. To systematically create a simpler, easier
workplace, where people can step up and grab an opportunity when they see it.

I have often been challenged by investors on whether safety and productivity themselves
should be a strategic driver for BHP - and my answer is, absolutely. With the gains of the
last five years secured, there is much more to be won. I now have my sights set on the
next level of value creation through improved safety and productivity over the coming
years.

On the ground, we have some great examples of how this plays out. In our Maintenance
Centre of Excellence, we have centralised our global truck data and can leverage that
knowledge to better predict when parts need to be replaced to reduce downtime. In
Australia alone, this has reduced projected costs by 20 per cent across the remaining life
of the fleet. With more to come as we now roll this out globally.

As part of our productivity agenda, we will also make the most of what we have through
small, high-return, low-risk investments in existing assets. We will invest in major projects
in attractive commodities to make sure we are positioned to succeed in the long-term.
Mad Dog Phase 2 and the Spence Growth Option both represent capital-efficient, counter-
cyclical investments.

In exploration, copper and oil are the focus of targeted projects. We want to add valuable
reserves to our Conventional Petroleum business in the years to come and we are on the
right track following positive drilling results in the Caribbean and Gulf of Mexico in
FY2017. Also finally, our global Technology function has worked hard to rapidly deploy
high-value, capital-efficient programs to unlock resources and lower costs even further.

At our FY2017 financial results, we also announced our intention to pursue options to exit
our quality shale acreage. This is underway, but we will be patient as we examine all the
options. We know what the acreage is worth in our hands and we are prepared to take
time to best maximise shareholder value.

Culture, inclusion and diversity

These are bold plans and require more than just a CEO to stand before you and tell you it
will happen.

It needs a strong workforce to innovate, to think big and to safely, efficiently and capably
deliver. I am confident our people can do it, because they have proven time and again that
they are up to the challenge.

One challenge I gave them at this very forum last year was to make a concerted effort to
become more inclusive and diverse through our ambitious, aspirational goal of gender
balance by 2025. The research told us this sort of cultural shift would make us safer, more
productive and more able to stick to our work plans, and common sense told us that it was
the right thing to do.

I am pleased to report that our people responded to the challenge, as they always do. We
have made more progress towards gender balance in the last financial year than we have
in the past decade.

Women now make up over 20 per cent of our workforce, which is a 2.9 per cent increase
in female representation in the last year. I think it sends a strong message to all
companies that gender balance is achievable, it is beneficial and it is an absolute
imperative for workplaces in the 21st Century.

To achieve these results, we took some simple, practical steps to make our workplace
more attractive to all candidates. We actively competed for more diverse talent and we
reviewed our systems to remove potential bias.

Importantly, we decided to focus on flexible work. We trust our people and give them the
freedom to work flexibly in a way that suits them and their teams. Why? Because flexible
work will increase safety and productivity and make us more attractive to a larger and
more diverse group of people. And that is better for business.

Our broader contribution, transparency and trust

Our commitment to inclusion and diversity is a strong and tangible commitment to be a
force for change in society. We are using our platform to influence others. Because we
know a company of our size has a unique opportunity to really improve the world we live
in.

We have a responsibility to contribute to civil society. We have a responsibility to have a
voice, to be transparent, to be an agent of positive change.

One way we do this is through our social investment program. We know it has the power
to change lives and we recognise we owe it to our communities to think deeply about
where, why and how we invest.

In FY2017, we voluntarily invested US$73 million in social projects across our host
communities. And our footprint is much bigger than just this. Our total direct economic
contribution, including our payments to suppliers, wages and employee benefits,
dividends, taxes and royalties for FY2017 was US$26.1 billion.

We are enormously proud of the value we generate. We are proud of the relationships we
build. We know that when we truly listen, trust, show openness and compassion,
collaborate and take time to foster relationships, the outcomes can far exceed our
expectations. We know that to build trust with the communities in which we operate, we
have to do this consistently.

We must act sustainably in every decision we make, and we must stand up as an
example of the positive contribution that well-run and responsible companies can make to
society.

Conclusion – a call to think big

In conclusion, your Company is in strong shape because our people have made bold
decisions and backed it up with decisive action.
We are committed to maximise cash flow, sharpen capital discipline and improve value
and returns. We will chase the opportunity to create value for you at little cost and low risk.
Our committed, inclusive and diverse workforce will be key to these plans. A workforce
committed to the safety of their colleagues, the wellbeing of their community, the
resilience of our environment and the strength of our Company.

The past financial year has taught us many things, but especially this – the world needs
people who think bravely, think creatively and bring the best of themselves to what they
do. It needs people who think big.

BHP is well-positioned for the future thanks to our former Chairman’s outstanding legacy
and our new Chairman’s exciting vision for the next decade.

Together with the Board and my management team, I look forward to FY2018.

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