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Our conduct

Every day, BHP works hard to deliver the resources that are the building blocks of an ever-changing world. While what we achieve is important, so is how we achieve it.

We know consistent ethical behaviour cultivates a culture of inclusion, care and trust, which ultimately results in improved performance by BHP. It also strengthens our relationships with the communities where we work and helps protect the social value we deliver.

How we work is guided by the core values in Our Charter. They are Sustainability, Integrity, Respect, Performance, Simplicity and Accountability. Our Code of Conduct (Our Code) brings our core values to life, reminds us why they are important and helps us understand what it means to work with those values as our guiding principle.

Acting in accordance with Our Code is a requirement for BHP employees. Our Code is accessible to all our people and external stakeholders at bhp.com. We deliver annual training to help our workforce understand Our Code and the standards of behaviour that are acceptable at BHP.

Our commitment to transparency

We live in a world where public trust in institutions is declining. The absence of trust undermines social cohesion and creates social and economic instability. It is incumbent upon socially responsible corporations to contribute to rebuilding trust. A key means of doing this is through transparency and disclosure, covering key aspects of an organisation’s contribution to society, to enable people to have access to accurate information to inform their own views on issues.

Transparency principles of responsibility, openness, fairness and accountability underpinned our decision to become one of the first in our sector to disclose payments to governments on a project-by-project basis in 2015. We continue to disclose our profit, number of employees and adjusted effective tax rates on a country-by-country basis.

Economic transparency is not our only focus. We have a strong record of supporting robust public reporting on climate change issues. We were one of the first companies to report in accordance with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures in our Annual Report.

In FY2018, we released our inaugural report on our water exposure and usage, and this year integrated FY2020 data into our Annual Report. Water stewardship is not only critical to our operated assets, but is central to the resilience of our host communities and the environment. Greater transparency around water requirements and usage will help governments, industry and communities work together to safeguard our water supplies for future generations.

Encouraging a broader dialogue

We believe that sustainable, positive change in society is increasingly dependent upon having effective platforms for conversation across NGOs and other forms of civil society, governments and corporations to find solutions to common challenges.

We work in partnership with Transparency International to contribute to the global transparency and anti-corruption agenda. BHP was a founding signatory in FY2018 to the Responsible Tax Principles of the B Team, a not-for-profit initiative formed by a global group of business leaders to catalyse a better way of doing business.

We are represented on the Board of the Extractive Industries Transparency Initiative (EITI). EITI requires its 51 implementing countries to develop ‘road maps’ towards the establishment of beneficial ownership registers. We also support and participate in OpenOwnership, the first public global database of Group ownership information, and look for opportunities to encourage our suppliers and partners to do the same. Disclosure of beneficial ownership reduces opportunities for corruption (via secret ownership interests) and helps ensure that assets and income are fully disclosed to relevant regulatory bodies, such as revenue authorities, to promote compliance with taxation laws.

The BHP Foundation, a charitable foundation established and funded by BHP, complements our support of global transparency initiatives.The Foundation’s Natural Resource Governance Global Signature Program aims to improve governance across the resources value chain, from consultation and consent processes before licences and contracts are awarded, to citizen services and infrastructure funded by the payment of taxes and royalties. The Foundation’s projects help to improve the visibility of funds associated with natural resources in the respective country.

BHP’s approach to transparency and tax is detailed in our Economic Contribution Report 2020.

Governance of our code

Safe to speak up

It is important that employees and those who work with us or who are associated with us feel safe and empowered to speak up. We encourage anyone to report conduct they reasonably believe may be illegal, unethical or inconsistent with Our Code, and to do so without fear of retaliation. We have zero tolerance for any form of retaliation.

Employees and contractors can raise their concerns through a number of channels, including through line leaders. Anyone, including external stakeholders and the public, can lodge a concern, in the form of a report, either online in EthicsPoint, or via the 24-hour, multilingual call service. Reporters of misconduct reports can choose to raise their concern anonymously.

Reports received are assigned by the Ethics Team to an investigator, line leader or team for investigation or resolution as appropriate, in accordance with internal policy and process documents. Both the reporting and investigation processes are transparent and accessible to all BHP employees via BHP’s intranet.

We have a number of key policy and process documents that support a safe to speak up culture, including our updated BHP Whistleblower Policy.

Training in our code

We have clear standards around ethical conduct, including harassment and bullying, sexual harassment, bribery and corruption, competition, data privacy, conflicts of interest, fraud and theft and working with governments and communities. Our Code provides guidance on how we should conduct our business, no matter where we work or where we are from. We reinforce these standards with ongoing training, investigations into alleged unethical behaviours and where necessary, apply disciplinary actions.

In FY2020, over 38,500 people completed Our Code training.

Activities during FY2020 to raise awareness of Our Code have included:

  • a strong focus on Our Code awareness from the CEO, Asset Presidents and General Managers of our operated assets who frequently raise the importance of culture within BHP in their monthly messages
  • continuation of the Respectful Behaviours campaign, which commenced in FY2019, designed to stimulate conversations about what constitutes respectful behaviours, why they exist and how to stop disrespectful behaviours. This year, the campaign’s focus included raising awareness about sexual harassment and sexual assault
  • increased reporting of EthicsPoint data insights and sharing lessons from significant investigations with senior leaders, site management and the Integrity Working Group (described in the EthicsPoint reports section below)
Investigation, governance and reporting

Effective systems and processes to report and investigate potential breaches of Our Code remain key enablers for building trust and confidence in speaking up about potential unethical conduct. In FY2020, we have focused on further improvements to investigation systems and processes by having:

  • a clear investigation framework, including improved investigation templates to provide increased confidence, consistency and efficiency in the investigation process
  • a defined victim-centric investigation process for sexual harassment and sexual assault matters
  • improved communications and support to various stakeholders throughout the investigation process
  • stronger guidance to ensure consistency in disciplinary outcomes for serious breaches of Our Code

We plan to continue this work in FY2021 and deliver clearer expectations, improved processes and governance, and enhanced reporting and transparency.

EthicsPoint reports

EthicsPoint is our central, confidential reporting tool that is accessible to all, including external stakeholders and the public, to report conduct that may be unethical, illegal or inconsistent with Our Code. Reports received are triaged for investigation as appropriate, in accordance with the Our Requirements for Business Conduct standard. The most serious report types are triaged to the Central Investigations Team within our independent Ethics & Compliance function or relevant subject matter experts. Reports relating to regulatory breaches, such as bribery and corruption, are investigated by Ethics & Compliance Legal.

Reports raised via EthicsPoint provide valuable insight into culture and organisational learning. Trends across reports and investigation findings, and summaries of serious breaches of Our Code, are reported quarterly to the Risk and Audit Committee by the Chief Compliance Officer. The most serious breaches of Our Code are also reported to the Integrity Working Group, which is accountable for oversight of the operational effectiveness of the Investigations Framework, including oversight of investigations completed by the Central Investigations Team. The Integrity Working Group is chaired by the Chief Compliance Officer and comprises of a number of senior leaders across BHP.

Our EthicsPoint system is intended to be utilised as a central repository for all Our Code concerns that are raised by employees. For this reason, we actively encourage employees to raise concerns either directly in the system or with line leaders. Line leaders are required to log in EthicsPoint all concerns relating to Our Code that are raised with them. Capturing this data in a central system helps to ensure the correct allocation of cases to appropriate investigators (including our Central Investigations Team for the most serious matters) and provides improved visibility to empower our Ethics & Compliance team and management to address concerns appropriately and work proactively to enhance our ethical business culture.

2,746 reports were received into EthicsPoint in FY2020, a significant increase from FY2019. This increase coincides with enhanced training on Our Code and efforts to increase awareness of the requirement for line leaders to log all concerns relating to Our Code in EthicsPoint. The increase is welcome for the reasons set out above. 53 per cent of reports logged by reporters other than line leaders were anonymous, a significant reduction from FY2019, which likely indicates that reporters have greater confidence in the EthicsPoint process. 

pie chart - business conduct cases by issue type

 

1. Deficiencies in a business conduct investigation; physical violence; cybersecurity or data privacy breach; fraud; supply process or supplier related breach; inappropriate or unauthorised external communication; travel or expense related misappropriation; community relations or human rights breach; compliance-related concerns (such as alleged anti-competitive behaviour or trade control breaches); attempting to identify an anonymous reporter; and insider trading.

Anti-corruption

Corruption misallocates resources, reinforces poverty, undermines the integrity of government and community decision-making and wastes opportunities that arise from resource development. We are committed to contributing to the global fight against corruption and working with business, government and civil society to support this effort.

Our commitment to anti-corruption compliance is embodied in Our Charter and Our Code. We have a specific anti-corruption procedure that sets out mandatory requirements to identify and manage the risk of anti-corruption laws being breached. Our anti-corruption processes require review or approval by our Ethics & Compliance function of activities that potentially involve higher risks of exposure to corruption. We prohibit authorising, offering, giving or promising anything of value directly or indirectly to a government official to influence official action, or to anyone to encourage them to perform their work disloyally or otherwise improperly. We also prohibit facilitation payments, which are payments to government officials for routine government actions. We require our people to take care that third parties acting on our behalf do not violate anti-corruption laws. A risk-based system is used to assess business partners and determine due diligence and other compliance requirements prior to approval. The Our Requirements for Supply standard also specifically sets out our compliance requirements in relation to (amongst other things) corruption, bribery and extortion for suppliers to BHP. A breach of our requirements and expectations can result in disciplinary action, including dismissal or termination of contractual relationships.

Our Ethics & Compliance function, led by the Chief Compliance Officer, has a mandate to design and govern BHP’s compliance frameworks for key compliance risks, including anti-bribery and corruption. The function is independent of our assets and regions, and comprises teams that are co-located in our main global locations and a specialised Ethics & Compliance Legal team. The Chief Compliance Officer maintains an independent reporting line to the Chief External Affairs Officer and has direct access to the Risk and Audit Committee. The Chief Compliance Officer previously provided a report twice a year to the Risk and Audit Committee on ethics and compliance issues. Since March 2020, the Chief Compliance Officer reports quarterly to the Risk and Audit Committee and meets separately with the Committee Chair.

Our anti-corruption compliance program is designed to meet the requirements of the US Foreign Corrupt Practices Act 1977, the UK Bribery Act 2010, the Australian Criminal Code Act 1995 (Cth) and applicable laws of all places where we do business. These laws are consistent with the standards of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions. Our anti-corruption compliance program is also consistent with Transparency International’s Business Principles for Countering Bribery. We recognise the importance of ongoing efforts to strengthen global anti-corruption laws and actively contribute to public dialogue in this area, including through our public submissions and other advocacy supporting appropriate and effective law reform in this area.

Our compliance program includes mandatory processes designed to manage corruption risks across our business, with particular focus on those areas assessed as having exposure to high levels of risk, including activities relating to seeking and renewing tenements, licences, permits and other government approvals; government negotiations; and shipping and port dealings. Risk-weighted process controls require Ethics and Compliance review and endorsement for our highest risk transactions, including gifts and hospitality, community projects and sponsorships and the engagement of third parties in circumstances assessed as presenting higher levels of corruption risk.

Anti-corruption risk assessments form a critical part of our program, helping to ensure that appropriate resources are focused on the highest areas of risk and that an adequate set of critical controls has been adopted to manage the exposures. Anti-corruption risk assessments follow BHP’s standard risk assessment process, including a process for identifying and testing the effectiveness of critical controls which manage corruption risk. All operated assets and functions within BHP are required to conduct periodic anti-corruption risk assessments, and to re-assess these risks if the risk environment changes.

The Ethics & Compliance function conducts monitoring of financial and other data (including, for example, information from due diligence activities) to check higher risk transactions and verify the operation of key anti-corruption controls, such as the requirement to obtain pre-approval before engaging in higher corruption-risk transactions. A separate, independent Internal Audit and Advisory team also conducts anti-corruption audits to assess implementation of anti-corruption controls and to identify transactions and conduct that are not consistent with BHP’s policies, standards and procedures.

Our anti-corruption compliance program firmly encourages and supports employees, contractors and other third parties to report suspected corruption issues. Reports can be made a number of ways, including through our global confidential whistleblower hotline, EthicsPoint. Our Ethics & Compliance Legal team manages investigations into potential ant-corruption issues, whether these are reported directly into EthicsPoint or via other channels. Any retaliation against someone who speaks up and reports an issue is prohibited by Our Code. Our BHP Whistleblower Policy sets out additional information, including protections available to persons who make eligible disclosures under Australian law.

The Ethics & Compliance team reviews the design of our anti-corruption compliance program to make any changes required by regulatory developments. Ethics and Compliance also uses the results of monitoring, audits and investigations to make appropriate enhancements to our program. Enhancements may also be based on key observations from the outcomes of public legal cases involving allegations of breaches of anti-corruption laws, and external benchmarking activities. Our compliance program is reviewed by external counsel, at least every five years. We believe that regular calibration of our program enables us to ensure optimal resource allocation to areas presenting the highest corruption risks to our business.

We require annual training for all employees on Our Code which, as noted above, prohibits all forms of bribery and corruption. As part of this training, employees are required to confirm that they will act according to Our Code, and that they will seek clarification (including from the Ethics & Compliance team) if they do not understand any part of Our Code. In addition to anti-corruption training as part of annual training on Our Code, additional risk-based anti-corruption training was completed by 3,244 employees and contractors in FY2020, as well as employees of business partners and community partners. In recognition of the impacts on our workforce of COVID-19 disruptions, the end of the time period for relevant employees to complete the additional risk-based anti-corruption training was extended from 30 June 2020 to 31 August 2020.

More information on our anti-corruption compliance is available online at bhp.com/anticorruption.

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