BHP – Company Information and Vote Guidance 2021

This blog gives you the latest topical news plus some informal comments on them from ShareSoc’s directors and other contributors. These are the personal comments of the authors and not necessarily the considered views of ShareSoc. The writers may hold shares in the companies mentioned. You can add your own comments on the blog posts, but note that ShareSoc reserves the right to remove or edit comments where they are inappropriate or defamatory.

by Cliff Weight, Director, ShareSoc. These are my personal views and not necessarily those of ShareSoc. I own shares in BHP and have recently bought some more.  With sales of c.£50bn, their EV (Enterprise Value = market cap plus debt) of £100 bn is 2 times turnover and this looks much more reasonable than the […]

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One comment
  1. Cliff Weight says:

    I have had a reply to my question about gender diversity on the Board. Here is the reply from BHP

    Many thanks for your email and for getting back to me so quickly. Thank you for raising your concern in the Minerva report and I have set out some thoughts below.

    Our Board gender composition is currently 33% female; 67% male. However, as noted in the Notice of Meeting, Susan Kilsby and Anita Frew will retire from the Board at the conclusion of the 2021 AGMs. At that point, gender composition would be 20% female; 80% male. Importantly, these two departures flow from Ms Kilsby and Ms Frew being appointed as chair on other boards. As our Annual Report states (page 71), they are both leaving the BHP board due to the time commitments associated with these new chair roles.

    It is a positive reflection on Ms Kilsby and Ms Frew that they have been appointed as chair of the board of those other companies (Fortune Brands and Rolls Royce, respectively). However, their external chair appointments created a flow-on need for BHP to fill their positions. Filling such positions is rarely able to be done at great speed given the rigorous corporate governance processes that surround board succession.

    I would draw your attention to a materially important disclosure in BHP’s Notice of Meeting for the AGM (page 1):

    “At the conclusion of the 2021 AGMs, both Susan Kilsby and Anita Frew will retire. Susan and Anita have both taken on the role of Chair at significant international companies and will step down given the time commitments associated with their respective Chair appointments. … Michelle Hinchliffe will join the Risk and Audit Committee when she joins the Board in March 2022. The Board’s Nomination and Governance Committee will continue to focus on our board renewal process and the Board will seek to appoint another female independent Non-executive Director in FY2022.”

    Following the two new female appointments referred to, BHP would return to the 33% female director level that is the company’s current position. In other words, the dip below 33% is intended to be temporary.

    We have also identified a number of errors in the Minerva report and have sent these to Minerva today. For example, the Minerva report says that directors Malcolm Broomhead and Ian Cockerill are not considered independent by the Board. This is inaccurate. As stated in the Annual Report (page 86), the Board considers all the non-executive directors to be independent.

    Please do let me know if you have any further questions.


    Prakash Kakkad
    Head of Governance

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