Ethics and business conduct

Business, employee, office

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. 

people talking on a mine site

Our ambition
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Our approach and position 
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Governance and oversight, engagement and partnerships , policies and standards
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Performance and disclosures
people chatting on a mine site

Risk

Our ambition

Our Code of Conduct (Our Code) helps us deliver on our purpose and make better decisions every day. It applies to everyone who works for us, with us or on our behalf.

To assist our employees and contractors to understand how Our Code applies, regular mandatory training is undertaken. Breaching Our Code can result in serious consequences, including counselling, warnings and termination of employment. We encourage people to speak up where a decision or action is not in line with Our Code or Our Values.

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 treats reports of business conduct concerns with appropriate confidentiality and prohibits any kind of retaliation against people who make or may make a report (including reports to regulators), or who cooperate with an investigation. All forms of retaliation are considered misconduct and grounds for disciplinary action, up to and including termination of employment.

Reports received are assessed by the Ethics and Investigations team, and where necessary the Legal or Group Compliance teams, to determine an appropriate response, which may include an investigation or other routes to resolution. In assessing this, BHP applies a proportionate and person-centred approach considering all participants. To continually improve our response to reports, feedback is regularly obtained from stakeholders, including case participants, external experts and management. Senior leaders and the Risk and Audit Committee of the Board receive quarterly reports, including case metrics, outcomes and insights.

Governance and oversight, engagement and partnerships , policies and standards
Governance and oversight

For information on the role of the BHP Board in overseeing our approach to and delivery on sustainability refer to the Corporate Governance 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 operate and helps protect the social value we deliver.

How we work is guided by the core values in Our Charter. These values are: Do what’s right, Seek better ways and Make a difference. Our Code brings Our 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 written in five languages and available at bhp.com.

Acting in accordance with Our Code is a requirement for all BHP employees. Our Code is available 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.

Engagement and partnerships

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 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 are represented on the Board of the Extractive Industries Transparency Initiative (EITI). The EITI requires its 50+ implementing countries to disclose beneficial ownership information for extractive companies. Disclosure of beneficial ownership seeks to reduce opportunities for corruption (via secret ownership interests) and helps ensure assets and income are fully disclosed to relevant regulatory bodies, such as revenue authorities, to promote compliance with taxation laws. We have provided financial support for and are a Steering Committee member of the Bribery Prevention Network in Australia and involved in the International Chamber of Commerce and the World Economic Forum. We also look for opportunities to encourage our suppliers and partners to do the same.

Beneficial ownership transparency

It is incumbent on socially responsible corporations to contribute to building trust, supporting social cohesion and creating social and economic stability. 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. We support the public disclosure of country-by-country reports containing detailed quantitative data, such as revenue from related and unrelated parties, profit/(loss) before tax, effective tax rate and number of employees for each country in which a subsidiary entity is a tax resident.

We support initiatives by governments of the countries where we operate to publicly disclose the content of our licences or contracts for the development and production of minerals that form the basis of our payments to governments, as outlined in the Extractive Industries Transparency Initiative (EITI) Standard. 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.

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

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 that 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.

We avoid partnering or contracting 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.

Policies and standards

In addition to Our Charter and Our Code, we have key policy and process documents to support a safe to speak up culture, including our BHP Whistleblower Policy (available in English, Chinese, Spanish, Malay and Portuguese). Our Minimum Requirements for Suppliers sets out our compliance requirements in relation to, among other things, corruption, bribery and extortion. We communicate these expectations with those we do business with. A breach of our requirements and expectations can result in disciplinary action, including dismissal or termination of a contractual relationship.

Risk management

Anti-corruption

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. As part of this commitment, 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 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 anti-corruption framework is designed to manage the risk of anti-corruption laws being breached:

  • The Vice President – Group Compliance reports to the Board Risk and Audit Committee on compliance issues and meets at least annually with the Risk and Audit Committee Chair.
  • Anti-corruption risks are identified and assessed across the organisation. Where risks are material, controls are implemented and tested periodically to evaluate performance. These steps form a critical part of our anti-corruption program.
  • Group Compliance focuses on activities that potentially involve higher risks of corruption, including activities relating to seeking and renewing tenements, licences, and other government approvals; growth activities; and commencing activities in countries with higher levels of corruption risk.
  • Risk-based process controls also require Group Compliance review, including certain gifts and hospitality, community projects, sponsorships and the engagement of certain third parties presenting higher levels of corruption risk.
  • We apply risk-based due diligence to assess business partners, customers, suppliers, contractors (including contractors who may interact with third parties on our behalf) and joint venture partners.
  • 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. In addition to annual training on Our Code, we deliver risk-based anti-corruption training to our workforce, focusing on the potential corruption risks that individuals are likely to face.
  • Group Compliance conducts targeted monitoring of transactions to verify the operation of key anti-corruption controls. A separate, Internal Audit team also conducts anti-corruption audits to assess implementation of anti-corruption controls.
  • We firmly encourage and support employees, contractors and other third parties to report suspected corruption issues. Reports can be made in a number of ways, including through Integrity@BHP or the BHP Protected Disclosure Reporting Channel. Retaliation against someone who speaks up to report an issue is prohibited by Our Code. Our BHP Whistleblower Policy sets out additional information, including protections available to people who make eligible disclosures under Australian law.

Group Compliance regularly reviews the design of our anti-corruption compliance program and uses the results of monitoring, audits and investigations to make appropriate enhancements to our program. Enhancements may also be based on regulatory developments, legal cases, enforcement actions or external benchmarking activities. We believe regular calibration of our program enables us to support optimal resource allocation.

Performance and disclosures

Disclosure

BHP stock exchange listings and disclosures

BHP Group Limited has a primary listing on the Australian Securities Exchange (ASX) (ticker BHP), an international secondary 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) (ticker BHP).

Refer to the relevant stock exchange company announcements, filings and news websites at:

BHP makes the following disclosures on shareholders and entities in which we have 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 5 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 Groups 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 mining sector.
    • 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 per cent 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 at the date specified in each spreadsheet. Some of this information is also contained and/or expanded on in BHP’s annual reporting. Information in relation to BHP Ventures’ current public investments can be found on the BHP Ventures webpage.

Performance

We have standards for ethical conduct, including a focus on harassment and bullying, sexual harassment, racism and racial harassment, bribery and corruption, trade sanctions, 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, disciplinary action.

Integrity@BHP or the BHP Protected Disclosure Reporting Channel is our central, confidential reporting tool that is accessible to all, including external partners and stakeholders, 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 Ethics and Investigations team or relevant subject matter experts. Reports relating to potential regulatory breaches, such as bribery and corruption, are assessed and managed by the appropriate functions and investigated where required.

Reports raised via BHP’s channels to raise misconduct concerns 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 Risk and Audit Committee of the Board by the Vice President Ethics and Investigations.

Our channels to raise misconduct concerns are 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 all concerns relating to Our Code that are raised with them to Integrity@BHP or the BHP Protected Disclosure Reporting Channel. 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 the Ethics and 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.

For BHP’s latest performance data and disclosures on misconduct concerns refer to the Annual Report.