Insider Trading

We must never jeopardise the trust of communities, customers, suppliers or coworkers by using confidential information for financial or personal benefit.

Inside information is material information about a company that is not generally available to the public. Whether information is material is generally judged by whether it would affect a reasonable investor’s decision making.

Examples of possible inside information include:

  • the financial performance of BHP against market expectations;
  • entry into or termination of a significant contract;
  • actual or proposed mergers, acquisitions or joint ventures;
  • actual or possible discoveries of, or significant adjustments to, ore bodies or oil reserves.

In the course of your job you may learn confidential information before it is made public, and it’s not an offence to possess inside information. But in many countries it is a criminal offence to buy, sell or otherwise deal in relevant securities while you have inside information. This is called insider trading.

It is also a criminal offence to encourage insider dealing or to disclose inside information with a view to others profiting from it.

Expectations and resources

  • Our expectations of you
    If you possess inside information, you should not advise or encourage another person (for example, a relative, a friend or family company or trust) to buy, sell or otherwise deal in the relevant securities or pass the information to another person.

    It may also be a breach of your obligations of confidentiality to disclose information, whether or not the information is used to deal in the relevant company’s securities.

    If you have been placed on a Securities Dealing Restricted List or you are a Person Discharging Managerial Responsibilities in accordance with Our Requirements for Securities Dealings you need to gain approval from a designated Clearance Officer before engaging in any transactions involving BHP securities. If you have been placed on an Insider List, then you must not deal, or encourage others to deal in BHP securities.

    If you are an employee participating in any employee share scheme (excluding Shareplus), you must not buy, sell or otherwise deal in BHP securities during any close period, regardless of whether you hold inside information.

    Where BHP has a business relationship with another company, you should be careful if you trade in that company’s shares, as the same insider dealing rules apply to all shares. These types of investments may also give rise to an actual or perceived conflict of interest.
  • Where to go for help
    • Group Governance
    • Legal
    • Your line leader or 2Up leader
    • EthicsPoint
  • Tools and resources

Guidance


Always

  • Maintain the confidentiality of BHP information.
    • Ask yourself if the market was aware of all the current circumstances, could the proposed dealing be perceived as taking advantage of your position in an inappropriate way?
  • Seek advice from Group Governance or Legal if you are considering dealing in securities and have any doubt.
  • Carefully consider the information you disclose about what you are working on, where you are going on BHP business, who visited the office or site or what you talk about with other BHP employees.
  • Take measures to avoid accidentally sharing inside information. This could involve not talking about confidential information in the elevator and not leaving confidential information on a copy machine.

Never

  • Buy or sell the securities of BHP (or any other company) either directly, through relatives, other persons or entities while you are aware of inside information.
  • Disclose inside information to anyone outside BHP unless it is appropriately authorised, documented and is necessary for the Company’s business activities.
  • Recommend or suggest that anyone else buy, sell or deal in the securities of any company, including BHP, while you have inside information about the company.
  • Spread false information or engage in other activities to manipulate the price of publicly listed securities.
  • Trade in the shares of other companies when you have access to inside information that, if made public, could affect that company’s share price.


Example questions and answers


Two office employees having a discussion

Confidential information

Question - I overheard my line leader talk about BHP potentially selling one of its big mine sites in another country. I haven’t seen this on the news or heard anybody else talk about it at my site. Can I tell my friends who also work at BHP?
  • Show Answer
    This is likely to be confidential information and may also be inside information about BHP that is not generally available to the public. If you tell your friends and they use this information to deal in BHP securities, you and your friends may be guilty of breaching Our Requirements for Securities Dealing or insider trading laws. You should not assume that your friends already know, even though they also work at BHP, and should tell your line leader what you overheard.
Screenshot of BHP share price chart

Shares

Question - I was told that I was on the Securities Dealing Restricted List and I can’t remember if I received an email telling me that I am no longer on this list. I would like to sell some shares that I own. Should I check with someone before I sell my shares?
  • Show Answer
    You should check with Governance.
    If you are on the Securities Dealing Restricted List, you must seek clearance prior to selling your shares. You will not be given clearance to deal in BHP securities during a closed period which is the period from the end of BHP’s financial year to the publication of BHP’s full year results announcement, and the end of BHP’s half year to the publication of BHP’s half year results.

 Report a concern

 

In person: Speak to your line leader, 2Up leaders or Human Resources representative

Email: Ethics.Team@bhp.com

Online: EthicsPoint Online

Phone: EthicsPoint Telephone

Mail

BHP Business Conduct,
GPO Box 86,
Melbourne,
Victoria 3001, Australia