Search
Regulatory Story
Company BHP Group PLC
TIDM BHP
Headline BHP 2019 AGM Results
Released 07:00 07-Nov-2019
Number 6118S07

RNS Number : 6118S
BHP Group PLC
07 November 2019
 

 

 

Group Governance

 

 

7 November 2019

 

 

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 in Sydney, Australia on 7 November 2019 and at the meeting of shareholders of BHP Group Plc held in London, United Kingdom on 17 October 2019.

 

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 to the National Storage Mechanism and will shortly be available for inspection at: www.morningstar.co.uk/uk/NSM.

 

 

 

 

Rachel Agnew

Company Secretary

 

 

 

 

The poll results for BHP Group Limited and BHP Group Plc as follows:          

                                                                                                                                                                                                                                                                                                                                                                                 

 

Business

Votes

For

%

Votes

Against

%

Total Votes Cast

Abstentions1

Result

1

To receive the 2019 Financial Statements and Reports for BHP (an ordinary resolution)

3,113,182,321

99.60%

12,565,307

0.40%

3,125,747,628

36,059,445

CARRIED

2

To appoint Ernst & Young as the auditor of BHP Group Limited and Ernst & Young LLP as the auditor of BHP Group Plc (an ordinary resolution)

3,153,312,644

99.90%

3,061,009

0.10%

3,156,373,653

5,431,081

CARRIED

3

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc (an ordinary resolution)

3,150,595,541

99.83%

5,390,202

0.17%

3,155,985,743

5,801,538

CARRIED

4

To approve the general authority to issue shares in BHP Group Plc (an ordinary resolution)

3,095,761,004

98.18%

57,296,223

1.82%

3,153,057,227

8,750,165

CARRIED

5

To approve the authority to allot equity securities in BHP Group Plc for cash (a special resolution)

3,095,772,396

98.19%

56,994,023

1.81%

3,152,766,419

9,039,487

CARRIED

6

To authorise the repurchase of shares in BHP Group Plc (a special resolution)

3,134,981,652

99.36%

20,237,429

0.64%

3,155,219,081

6,553,647

CARRIED

7

To approve the Directors' remuneration policy (an ordinary resolution)

2,934,332,039

93.50%

203,907,720

6.50%

3,138,239,759

23,166,578

CARRIED

8

To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy (a non-binding ordinary resolution)

3,054,188,352

97.25%

86,216,379

2.75%

3,140,404,731

21,012,150

CARRIED

9

To approve the 2019 Remuneration Report (a non-binding ordinary resolution)

3,044,797,424

96.65%

105,394,556

3.35%

3,150,191,980

11,217,511

CARRIED

10

To approve the grant to the Executive Director (an ordinary resolution)

3,072,293,401

97.48%

79,330,750

2.52%

3,151,624,151

10,460,699

CARRIED

11

To elect Ian Cockerill as a Director of BHP (an ordinary resolution)

3,149,581,523

99.82%

5,801,867

0.18%

3,155,383,390

6,433,861

CARRIED

12

To elect Susan Kilsby as a Director of BHP (an ordinary resolution)

3,122,110,362

98.94%

33,427,852

1.06%

3,155,538,214

6,271,454

CARRIED

13

To re-elect Terry Bowen as a Director of BHP (an ordinary resolution)

3,124,014,076

99.01%

31,257,113

0.99%

3,155,271,189

6,547,598

CARRIED

14

To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)

3,027,052,874

98.93%

32,716,019

1.07%

3,059,768,893

102,047,893

CARRIED

15

To re-elect Anita Frew as a Director of BHP (an ordinary resolution)

3,122,452,983

98.95%

33,228,397

1.05%

3,155,681,380

6,135,407

CARRIED

16

To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)

3,123,743,399

98.98%

32,305,653

1.02%

3,156,049,052

5,765,867

CARRIED

17

To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)

2,980,191,068

97.40%

79,567,527

2.60%

3,059,758,595

102,057,892

CARRIED

18

To re-elect John Mogford as a Director of BHP (an ordinary resolution)

3,124,165,627

99.01%

31,360,788

0.99%

3,155,526,415

6,290,372

CARRIED

19

To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)

3,023,504,331

98.81%

36,352,546

1.19%

3,059,856,877

101,954,982

CARRIED

20

To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)

3,092,635,298

98.00%

63,120,017

2.00%

3,155,755,315

6,063,471

CARRIED

21

To amend the constitution of BHP Group Limited (a special resolution)

444,144,845

15.32%

2,455,287,247

84.68%

2,899,432,092

262,330,577

NOT CARRIED

 

               

 

Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Poll figures are provided below for information purposes only and do not constitute a voting result.

22

To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement (an ordinary resolution, the validity of which is conditional on Item 21 being passed)2

820,616,635

27.07%

2,210,659,290

72.93%

3,031,275,925

130,375,242

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.     BHP consulted extensively with its shareholders on Resolution 22 in the lead up to the Annual General Meetings and will be conducting further consultations in the next few months in relation to shareholders' views on this matter. The shareholder consultations conducted to date helped inform the enhancements to the scope and methodology of BHP's 2019 Industry Association Review, which are outlined on the company's website at https://www.bhp.com/our-approach/operating-with-integrity/industry-associations-bhps-approach/2019-industry-association-review.

 

 

 

APPENDIX 1

 

BHP Group Limited & BHP Group Plc - Final Proxy Position

 

 

 

 

Limited

Plc

To receive the 2019 Financial Statements and Reports for BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,569,372,532

1,552,627,984

*

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

-

was to vote for the resolution

1,537,065,060

1,543,360,176

-

was to vote against the resolution

3,438,549

9,120,379

-

was to abstain on the resolution

28,354,999

7,702,065

-

may vote at the proxy's discretion

 

28,868,923

147,429

To appoint Ernst & Young as the auditor of BHP Group Limited and Ernst & Young LLP as the auditor of BHP Group Plc (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,595,143,455

1,557,484,853

*

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

-

was to vote for the resolution

1,563,829,781

1,557,014,692

-

was to vote against the resolution

2,721,696

332,827

-

was to abstain on the resolution

2,581,736

2,845,197

-

may vote at the proxy's discretion

 

28,591,978

137,334

To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Group Plc (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,776,192

1,557,468,657

*

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

-

was to vote for the resolution

1,561,410,399

1,556,737,135

-

was to vote against the resolution

4,778,190

594,129

-

was to abstain on the resolution

2,931,546

2,861,393

-

may vote at the proxy's discretion

 

28,587,603

137,393

To approve the general authority to issue shares in BHP Group Plc (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,258,130

1,555,070,683

*

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

-

was to vote for the resolution

1,558,570,677

1,504,960,851

-

was to vote against the resolution

6,994,661

49,972,393

-

was to abstain on the resolution

3,470,479

5,258,867

-

may vote at the proxy's discretion

 

28,692,792

137,439

To approve the authority to allot equity securities in BHP Group Plc for cash (a special resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,593,964,515

1,555,067,790

*

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

-

was to vote for the resolution

1,559,123,906

1,504,078,698

-

was to vote against the resolution

6,109,195

50,851,053

-

was to abstain on the resolution

3,762,108

5,262,260

-

may vote at the proxy's discretion

 

28,731,414

138,039

To authorise the repurchase of shares in BHP Group Plc (a special resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,088,189

1,557,397,306

*

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

-

was to vote for the resolution

1,560,087,804

1,542,473,206

-

was to vote against the resolution

5,425,374

14,785,089

-

was to abstain on the resolution

3,606,555

2,931,445

-

may vote at the proxy's discretion

 

28,575,011

139,011

To approve the Directors' remuneration policy (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,589,799,645

1,545,439,698

*

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

-

was to vote for the resolution

1,483,944,394

1,418,931,950

-

was to vote against the resolution

77,354,639

126,368,803

-

was to abstain on the resolution

7,912,041

14,890,309

-

may vote at the proxy's discretion

 

28,500,612

138,945

To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy (a non-binding ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,588,553,195

1,548,837,775

*

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

-

was to vote for the resolution

1,528,295,900

1,494,567,018

-

was to vote against the resolution

31,998,403

54,131,447

-

was to abstain on the resolution

9,168,993

11,492,274

-

may vote at the proxy's discretion

 

28,258,892

139,310

To approve the 2019 Remuneration Report (a non-binding ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,589,913,221

1,557,271,099

*

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

-

was to vote for the resolution

1,526,285,735

1,487,162,816

-

was to vote against the resolution

35,284,225

69,969,029

-

was to abstain on the resolution

7,802,077

3,058,450

-

may vote at the proxy's discretion

 

28,343,261

139,254

10 

To approve the grant to the Executive Director (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,590,023,118

1,557,871,509

*

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

-

was to vote for the resolution

1,538,700,181

1,501,646,593

-

was to vote against the resolution

23,080,627

56,084,197

-

was to abstain on the resolution

7,679,434

2,758,409

-

may vote at the proxy's discretion

 

28,242,310

140,719

11 

To elect Ian Cockerill as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,236,616

1,557,396,567

*

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

-

was to vote for the resolution

1,561,207,580

1,555,752,921

-

was to vote against the resolution

4,285,459

1,506,312

-

was to abstain on the resolution

3,489,999

2,933,363

-

may vote at the proxy's discretion

 

28,743,577

137,334

12 

To elect Susan Kilsby as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,389,626

1,557,398,962

*

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

-

was to vote for the resolution

1,546,871,859

1,542,744,888

-

was to vote against the resolution

18,878,434

14,518,736

-

was to abstain on the resolution

3,329,345

2,931,029

-

may vote at the proxy's discretion

 

28,639,333

135,338

13 

To re-elect Terry Bowen as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,136,622

1,557,396,172

*

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

-

was to vote for the resolution

1,560,969,600

1,530,432,037

-

was to vote against the resolution

4,424,551

26,825,200

-

was to abstain on the resolution

3,591,409

2,933,878

-

may vote at the proxy's discretion

 

28,742,471

138,935

14 

To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,372,498

1,461,662,535

*

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

-

was to vote for the resolution

1,560,433,207

1,433,825,553

-

was to vote against the resolution

5,004,894

27,697,499

-

was to abstain on the resolution

3,356,533

98,667,514

-

may vote at the proxy's discretion

 

28,934,397

139,483

15 

To re-elect Anita Frew as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,609,821

1,557,329,002

*

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

-

was to vote for the resolution

1,559,746,360

1,530,043,504

-

was to vote against the resolution

6,065,907

27,147,842

-

was to abstain on the resolution

3,119,210

3,001,048

-

may vote at the proxy's discretion

 

28,797,554

137,656

16 

To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,896,877

1,557,400,094

*

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

-

was to vote for the resolution

1,560,768,326

1,530,434,254

-

was to vote against the resolution

5,455,042

26,829,005

-

was to abstain on the resolution

2,824,612

2,929,956

-

may vote at the proxy's discretion

 

28,673,509

136,835

17 

To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,484,326

1,461,522,862

*

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

-

was to vote for the resolution

1,526,675,555

1,420,827,824

-

was to vote against the resolution

38,999,867

40,558,119

-

was to abstain on the resolution

3,244,705

98,807,188

-

may vote at the proxy's discretion

 

28,808,904

136,919

18 

To re-elect John Mogford as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,405,041

1,557,383,117

*

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

-

was to vote for the resolution

1,561,553,346

1,529,924,893

-

was to vote against the resolution

4,031,279

27,320,890

-

was to abstain on the resolution

3,323,990

2,946,933

-

may vote at the proxy's discretion

 

28,820,416

137,334

19 

To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,527,036

1,461,586,146

*

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

-

was to vote for the resolution

1,558,411,265

1,432,353,796

-

was to vote against the resolution

7,250,381

29,089,002

-

was to abstain on the resolution

3,198,067

98,742,904

-

may vote at the proxy's discretion

 

28,865,390

143,348

20 

To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,594,603,154

1,557,401,616

*

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

-

was to vote for the resolution

1,550,561,040

1,509,195,921

-

was to vote against the resolution

15,038,020

48,067,261

-

was to abstain on the resolution

3,125,877

2,927,433

-

may vote at the proxy's discretion

 

29,004,094

138,434

21 

To amend the constitution of BHP Group Limited (a special resolution)

*

Total number of votes exercisable by all proxies validly appointed

 

1,499,715,407

1,396,086,514

*

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

-

was to vote for the resolution

152,449,967

289,452,233

-

was to vote against the resolution

1,319,450,787

1,106,490,643

-

was to abstain on the resolution

97,974,307

164,239,074

-

may vote at the proxy's discretion

 

27,814,653

143,638

 

     

 

 

Resolution 22 was NOT valid as it was conditional on Resolution 21 being approved by the required majority. Proxy figures are provided below for information purposes only.

 

22 

To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement (an ordinary resolution, the validity of which is conditional on Item 21 being passed)

*

Total number of votes exercisable by all proxies validly appointed

 

1,587,854,333

1,439,923,426

*

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

-

was to vote for the resolution

472,571,252

345,799,507

-

was to vote against the resolution

1,087,762,035

1,093,979,115

-

was to abstain on the resolution

9,845,544

120,406,023

-

may vote at the proxy's discretion

 

27,521,046

144,804

 

 

 

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 17 October 2019) are:

 

 

Item of Business

Votes cast %1

 

 

 

1

To receive the 2019 Financial Statements and Reports for BHP

73.62%

 

2

To appoint Ernst & Young LLP as the auditor of BHP Group Plc and Ernst & Young as the auditor of BHP Group Limited

73.85%

 

3

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

73.84%

 

4

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

73.73%

 

5

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

73.73%

 

6

To authorise the repurchase of shares in BHP Group Plc

73.84%

 

7

To approve the Directors' remuneration policy

73.27%

 

8

To approve the 2019 Remuneration Report other than the part containing the Directors' remuneration policy

73.44%

 

9

To approve the 2019 Remuneration Report

73.83%

 

10

To approve the grant to the Executive Director

73.86%

 

11

To elect Ian Cockerill as a Director of BHP

73.84%

 

12

To elect Susan Kilsby as a Director of BHP

73.84%

 

13

To re-elect Terry Bowen as a Director of BHP

73.84%

 

14

To re-elect Malcolm Broomhead as a Director of BHP

69.31%

 

15

To re-elect Anita Frew as a Director of BHP

73.84%

 

16

To re-elect Andrew Mackenzie as a Director of BHP

73.84%

 

17

To re-elect Lindsay Maxsted as a Director of BHP

69.30%

 

18

To re-elect John Mogford as a Director of BHP

73.84%

 

19

To re-elect Shriti Vadera as a Director of BHP

69.31%

 

20

To re-elect Ken MacKenzie as a Director of BHP

73.84%

 

21

To amend the constitution of BHP Group Limited

66.20%

 

22

To suspend memberships of Industry Associations that are involved in lobbying inconsistent with the goals of the Paris Agreement2

68.28%

 

 

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 22 was not valid as it was conditional on Resolution 21 being approved by the required majority. The information contained above is for information purposes only.

 

 

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
 
END
 
 
RAGFSLSIWFUSEEF
London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.