WorkersGroupPage 2022

Don’t engage in insider trading

In the course of your job, you may have access to inside information about BHP or another company before it is made public. You are expected to act in accordance with legal and regulatory requirements or market practice.

Insider trading refers to trading in financial and/or physical markets (for example, trading shares in a company) on the basis of ‘insider information’, which may be illegal. ‘Inside information’ is information that is not generally available including:

  • the financial performance of BHP against market expectations
  • entry into or termination of a significant contract
  • production curtailment or shutdown
  • major strategic decisions including actual or proposed mergers or demergers, acquisitions or divestments, or joint ventures
  • actual or possible discoveries of, or significant adjustments to ore bodies or oil reserves.

If insider information is made publicly available, a reasonable person would expect it to have a material effect (positive or negative) on the price of the particular securities and influence an investor’s decision making.

In many countries, it is a criminal offence to buy, sell or otherwise deal in securities of a company likely to be impacted by the release of inside information. It may also be a criminal offence to disclose inside information to someone else, if you suspect or have reason to believe that the person is likely to buy, sell or otherwise deal in the relevant securities. Under some circumstances, it is an offence to buy, sell or deal in physical commodities and commodity derivatives on the basis of insider information, or encourage others to do the same.

Don’t engage in insider trading

  • What this means for you

    Unless you are authorised to do so, if you have inside information, you must not: 

    • deal in the securities of BHP (or any other company), physical commodities or commodity derivatives potentially impacted.
    • advise, procure or encourage another person to deal in the securities of BHP (or any other company), physical commodities or commodity derivatives potentially impacted.
    • pass on inside information to any other person (whether directly or indirectly).

    It may also be a breach of your obligations of confidentiality to disclose confidential information, whether or not the information is used to deal in the company’s relevant securities.  With specific reference to BHP securities, if you have been placed on a Securities Dealing Restricted List or you are a Person Discharging Managerial Responsibilities in accordance with the Securities Dealing Global Standard, you must gain approval from a designated Clearance Officer before engaging in any transactions involving 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.

     
Newman person radio

Always

• Maintain the confidentiality of BHP confidential information and take measures to avoid accidentally sharing inside information.

• Seek advice from Group Governance, Ethics and Investigations, Compliance or Legal if you have inside information and are considering dealing in a company’s relevant securities or are transacting in the physical or derivative commodities market and have any doubt.

Someone studying in office

Never

• Trade relevant securities of BHP (or any other potentially impacted company), either directly or indirectly, while you are in possession of inside information.

• Recommend or suggest that anyone else trade in the relevant securities of BHP (or any other potentially impacted company), or transact in potentially impacted financial and physical commodities markets, while you are in possession of inside information.

• Disclose inside information to anyone outside BHP unless you are authorised to do so.

• Discuss confidential information in public or leave confidential information in a public place. If you accidentally share inside information, contact Group Governance, Ethics and Investigations, Compliance or Legal immediately.

Hypothetical scenarios

  • Q: I am part of an Internal BHP Business Continuity Planning team and have just been informed that due to a significant mine site event, one of our main production assets is to be closed. This information has yet to be made public, but when it is, commodity prices are expected to rise. Can I use this information to trade commodity derivatives or purchase shares in a competing producer in the expectation their share price will rise?
    A: This is likely to be inside information about BHP that is not available to the public at this time. As per the requirements of the Securities Dealing Global Standard, unless authorised to do so, you should not transact in physical commodities, commodity derivatives or securities of BHP or other companies whose price may be impacted once the information becomes publicly available. To do so, would be in breach of the Securities Dealing Global Standard, or insider trading laws. 
     

  • Q:  I am a maintenance technician and have heard from a friend in Head Office that our half-year results will be below market expectations. I have been thinking of selling some of my BHP shares to help fund a house renovation and it seems a good opportunity to sell before the half yearly results are announced. Is it ok to sell my shares?

     

    A: This is likely to be inside information about BHP that is not available to the public at this time. As per the requirements of the Securities Dealing Global Standard, you should not transact in securities of BHP or other companies whose securities may be price impacted once the information becomes publicly available. To do so would be in breach of the Securities Dealing Global Standard or insider trading laws. Equally, if you tell your friends and they use this information to deal in BHP or another company’s securities, your friends may also be guilty of breaching insider trading laws.
  • Q:  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?
    A: 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 liable for breaching Securities Dealing Global Standard or insider trading laws.
  • Q: I was told 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?

    A: Check with Group Governance as 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. This 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.

     

    If you are not on the Securities Dealing Restricted List, then you will not need clearance prior to selling your shares. However, the general prohibition on insider trading still applies, and if you have inside information, you must not deal in BHP shares until the information is public or no longer material.

  • View more hypothetical scenarios

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How to speak up

If you have questions about Our Code, speak to your line leader, 2Up leader, Ethics and Investigations, Compliance, or Legal. Employee Relations or a HR Business Partner can direct you to the relevant reporting options available. You can also seek further information and resources via BHP’s RespectChat.  Anyone who works with us, on our behalf, or is associated with us, can also raise misconduct concerns via Integrity@BHP or the BHP Protected Disclosure Reporting Channel.

Online: Make a report in either Integrity@BHP or the BHP Protected Disclosure Reporting Channel. 

Phone: You can also contact the BHP Protected Disclosure Reporting Channel by phone. 

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