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.
Our Code of Conduct (Our Code) brings our values to life so we can make the right choices every day. It applies to everyone who works for us, with us or on our behalf. To ensure all employees and contractors understand how Our Code applies, regular training is undertaken. There are consequences for breaching Our Code and we encourage people to speak up where a decision or action is not in line with Our Code or Our Charter.
Our approach and position
BHP encourages individuals to speak up and report concerns about any conduct that is inconsistent with Our Charter, Our Code or internal requirements, or conduct that may be illegal or improper. BHP requires reports of business conduct concerns to be treated with appropriate confidentiality and prohibits any kind of retaliation against people who make or may make a report, or who cooperate with an investigation. These reports may also be made to regulators. We consider all forms of retaliation to be misconduct and grounds for disciplinary action, up to and including termination of employment. We have a number of key policy and process documents to support a safe to speak up culture, including our BHP Whistleblower Policy.
Reports received are assessed by the Ethics and Investigations team and an appropriate response is applied, which may include an investigation or other resolution. In assessing the appropriate response, BHP applies a proportionate and person-centred approach to the report considering all participants. People impacted by reports of sexual harassment and racism are offered specialised support by the Ethics Support Service, which enables people impacted to have input into the response. In determining the appropriate response, the type and severity of the alleged misconduct is considered and may include an investigation, training, facilitated conversations, a line leader intervention or verbal/written warnings. Quarterly reporting on the most serious reports is provided to senior leaders and the BHP Board Risk and Audit Committee, and includes reported case metrics, outcomes and insights. The reporting supports leadership awareness and informs priorities for ongoing improvement. Feedback is obtained regularly from stakeholders, including case participants, external experts and management, to continually improve our response to reports.
Governance and oversight
For information on the role of the BHP Board in overseeing our approach to and delivery on sustainability refer to the Sustainability approach webpage.
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. Our Code is available in five languages and accessible at bhp.com.
Acting in accordance with Our Code is a requirement for all BHP employees. Our Code is accessible to all our people and external stakeholders. We deliver regular training to help our workforce understand Our Code and the standards of behaviour that are acceptable at BHP.
We believe sustainable, positive change in society is increasingly dependent on having effective platforms for conversation across non-government organisations and other forms of civil society, governments and corporations to find solutions to common challenges.
We 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). The EITI requires its over 50 implementing countries to disclose beneficial ownership information for extractive companies from 1 January 2020. We also support and participate in Open Ownership, 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 seeks to reduce 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.
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 on socially responsible corporations to contribute to rebuilding trust. A key means of doing this is through transparency and disclosure, including making it clear how an organisation contributes to society, enabling 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 Reports.
In FY2018, we released our inaugural report on our water exposure and usage. Water stewardship is not only critical to our operated assets but is central to the resilience of the communities where we operate 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.
Beneficial ownership transparency
BHP supports beneficial ownership transparency, including the development of government mandated and administered public beneficial ownership registers and enabling reforms covering all types of entities. We support and encourage voluntary disclosures by entities to build support and give confidence to stakeholders as an interim measure while public registers are being developed. We support the EITI and the objective of the EITI Association to make the EITI Principles and the EITI Standard the internationally accepted standard for transparency in the oil, gas and mining sectors.
How we use beneficial ownership information
Beneficial ownership transparency allows stakeholders to understand and perform due diligence on ownership structures to identify the real owners, giving confidence that the mining industry competes for the award of licences and permits fairly and with integrity.
We use beneficial ownership data obtained directly from counterparties and third-party sources as part of our anti-corruption due diligence on investments, partners, contractors and suppliers. Due diligence is designed to be proportionate to the potential for corruption risk and considers the jurisdictions involved, type of entity, nature of intended activities, type of relationship, the identification of any adverse information relating to entities or owners as appropriate and other factors which may indicate the potential for corruption risk. These due diligence processes are undertaken by the relevant functions within BHP with oversight as appropriate by our Compliance team.
In accordance with Our Code of Conduct, we do not partner or contract with entities assessed as presenting a high corruption risk that decline to provide beneficial ownership information to BHP as part of our due diligence process. We commend the efforts of other organisations that support beneficial ownership transparency and companies, including our joint venture partners, contractors and suppliers that publicly disclose their beneficial owners. We support ongoing efforts by governments and multilateral organisations to promote and implement beneficial ownership transparency measures globally.
BHP stock exchange listings and disclosures
BHP Group Limited has a primary listing on the Australian Securities Exchange (ASX) (ticker BHP) in Australia, a standard listing on the London Stock Exchange (LSE) (ticker BHP), a secondary listing on the Johannesburg Stock Exchange (JSE) (ticker BHG) and is listed on the New York Stock Exchange (NYSE) in the United States.
Links to the relevant stock exchange company announcements/filings/news websites:
BHP makes the following disclosures on shareholders and entities in which BHP has an interest in line with laws and regulations and voluntary commitments:
- BHP Group Limited shareholder information is disclosed as required by applicable regulations and listing requirements as follows:
- Substantial shareholders in BHP Group Limited - holdings of five per cent or more of voting rights in BHP Group Limited’s shares as notified to BHP Group Limited under the Australian Corporations Act 2001, Section 671B
- 20 largest shareholders (as named on the Register of Shareholders)
- Entities in which BHP Group Limited’s effective interest is 100 per cent
- Entities in which BHP Group Limited's effective interest is less than 100 per cent. We adopt the following approach to entities where our effective interest is less than 100 per cent:
- We disclose all controlled subsidiaries operating in the oil, gas, or mining sectors.
- We disclose all mining operations joint ventures that generate material revenue for BHP and also disclose available information in relation to the other legal owners in these joint ventures (information about other parties is subject to change without our knowledge).
- We disclose other entities in which we hold a partial interest, however we may exclude some entities in which we hold an interest of less than 20% where disclosure might put at risk a legitimate competitive advantage associated with our investment and/or where disclosure would be contrary to an obligation of confidentiality.
Information contained within BHP’s disclosure spreadsheets (linked in this section) is current as 30 June 2022 unless specified otherwise. Some of this information is also contained and/or expanded on in BHP’s annual reporting and information in relation to BHP Ventures’ current public investments can be found on our BHP Ventures webpage.
- BHP Group Limited shareholder information is disclosed as required by applicable regulations and listing requirements as follows:
We have standards around ethical conduct, including a focus on 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 seek to reinforce these standards with ongoing training, investigations into alleged unethical behaviours and where necessary, apply disciplinary actions.
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 required to be triaged for response or investigation as appropriate, in accordance with our mandatory minimum performance requirements for business conduct. The most serious report types are triaged to the Response and Investigations team or relevant subject matter experts. Reports relating to regulatory breaches, such as bribery and corruption, are investigated by Compliance Legal team.
Reports raised via EthicsPoint provide valuable insight into culture and organisational learning. Trends across reports and investigation summaries of serious breaches of Our Code are reported quarterly to the BHP Risk and Audit Committee by the Vice President Ethics and Investigations.
Our EthicsPoint system is intended to be used as a central repository for all Our Code concerns that are raised by employees, contractors or community members. For this reason, we actively encourage employees and contractors 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 for the appropriate support and response, including investigations conducted by our Central Investigations team for the most serious matters. The system also provides improved visibility to our Ethics and Investigations team and management to empower them to address concerns appropriately, and work proactively to enhance our ethical business culture.
In FY2023, 5,289 business conduct concerns were received (out of a total 6,447 reports into EthicsPoint).1 These include reports directly made by employees, contractors or community members. It also includes reports made to leaders (28 per cent) who are then required to register them in EthicsPoint. There is a global service to support people involved in sexual harassment and racism incidents and to discuss resolution options, which also encourages employees and contractors to report instances of sexual harassment and racism. There continues to be a greater awareness and focus on health and wellbeing in the workplace which may be a contributing factor to the increase in FY2023 reports of bullying and harassment.
Of the business conduct reports received, 36 per cent were made anonymously.2 Of the total business conduct reports closed during FY2023, 38 per cent contained one or more established allegations.3
1 Some EthicsPoint reports are enquiries, or are not related to business conduct concerns, or are a duplicate of an existing report. Case classification is made at the time of the report, however the classification can be changed as more information is uncovered during the investigation process. The data captures a point in time and is subject to change as some cases will be re-classified.
2 This excludes reports not containing a business conduct concern and excludes reports logged by leaders on behalf of others.
3 The calculation is based on reports completed in FY2023, containing one or more established allegations. Not all reports resulted in a finding. This can occur if there is insufficient information, the respondent is not able to be identified, was previously terminated, or the impacted person did not wish to proceed. This figure includes cases open in FY2023 and prior to FY2023.
Corruption often 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 prohibit authorising, offering, giving or promising anything of value directly or indirectly to anyone to influence them in their role, or to encourage them to perform their work disloyally or otherwise done improperly. We also prohibit facilitation payments, which are payments to government officials for routine government actions. Our people must take care that third parties acting on our behalf do not violate anti-corruption laws. Disciplinary action including dismissal, or termination of contractual relationships, may follow from a breach of these requirements.
Our Compliance team, 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 Compliance Legal team. The Chief Compliance Officer maintains a reporting line to the Chief Legal, Governance and External Affairs Officer. The Chief Compliance Officer reports quarterly to the Risk and Audit Committee on compliance issues and meets at least annually with the Committee Chair.
We have a specific anti-corruption program that sets out mandatory requirements designed to identify and manage the risk of anti-corruption laws being breached:
- Under our Group Risk Architecture, anti-corruption risk assessments are conducted across the organisation. Anti-corruption risk assessments are governed by BHP’s Risk Framework, which includes the requirement to identify and test the effectiveness of critical controls that manage corruption risk. These risk assessments form a critical part of our program, helping to ensure 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.
- Our Compliance team focuses on activities that potentially involve higher risks of corruption, including activities relating to seeking and renewing tenements, licences, permits and other government approvals; government negotiations; shipping and port dealings; acquisitions and divestments and commencing activities in countries with higher levels of corruption risk. Risk-based process controls also require Compliance team review and endorsement for our highest risk transactions, including certain gifts and hospitality, community projects and sponsorships and the engagement of certain third parties in circumstances assessed as presenting higher levels of corruption risk.
- We apply a risk-based system to assess business partners, customers, suppliers, contractors (including contractors who may interact with third parties on our behalf) and joint venture partners and conduct due diligence and other compliance requirements prior to transacting. Our due diligence processes are designed to, among other things, identify circumstances where politically exposed persons may be involved in our business activities so that corruption-related risks can be considered and appropriately managed.
- We communicate to those with whom we do business our compliance requirements in relation to, among other things, corruption, bribery and extortion, including through Our Code and Our Minimum Requirements for Suppliers. A breach of our requirements and expectations can result in disciplinary action, including dismissal or termination of contractual relationships.
- We require annual training for all employees (both full-time and part-time 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 they will act according to Our Code and will seek clarification (including from the 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, we deliver additional risk-based anti-corruption training to our workforce, focusing on the potential corruption risks which individuals are likely to face. In FY2023 6,833 employees and contractors undertook this additional training, as well as employees of some of our business partners and community partners. We complement our training program through periodic communications to workforce in higher-risk roles, helping to maintain awareness of compliance risks and the need for these to be managed.
- The Compliance team conducts monitoring of financial and other data (for example, information from due diligence activities) to check higher-risk transactions and help 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 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. Any breaches of process detected during monitoring or auditing are considered by the Compliance team to assess whether further investigation is required.
- We firmly encourage and support employees, contractors and other third parties to report suspected corruption issues. Reports can be made a number of ways, including through our global confidential whistle-blower hotline, EthicsPoint. Our Compliance Legal team manages investigations into potential anti-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.
Our anti-corruption compliance program is designed to meet the requirements of the United States 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.
The Compliance team regularly reviews the design of our anti-corruption compliance program to make any changes required by regulatory developments. The Compliance team 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. We believe regular calibration of our program enables us to support optimal resource allocation to areas presenting the highest corruption risks to our business.
Furthermore, 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. We have provided financial support for and are a Steering Committee member of the Bribery Prevention Network in Australia. We are represented on the Board of EITI and we support and participate in Open Ownership, the first public global database of group ownership information, and we look for opportunities to encourage our suppliers and partners to do the same. We also support ultimate beneficial ownership transparency. In 2021 BHP signed the Statement by companies at a Beneficial Ownership Transparency Forum held in London and hosted by BHP, together with the EITI Open Ownership and the B Team.