TIDMBLT
RNS Number : 6805W
BHP Billiton PLC
16 November 2017
Group Governance
16 November 2017
To: Australian Securities cc: New York Stock Exchange
Exchange JSE Limited
London Stock Exchange
FOR ANNOUNCEMENT TO THE MARKET
Please find attached the results of the business conducted at
the meeting of shareholders of BHP Billiton Limited held in
Melbourne, Australia on 16 November 2017 and at the meeting of
shareholders of BHP Billiton Plc held in London, United Kingdom on
19 October 2017.
As required by the Dual Listed Company Structure, a poll was
conducted on each of the proposed resolutions. Each resolution is a
Joint Electorate Action. The poll results for BHP Billiton Limited
and BHP Billiton Plc are attached.
The final proxy position for each company (excluding the votes
carried from one meeting to the other meeting by the Special Voting
Shares) is detailed in Appendix 1. The additional information
required in respect of BHP Billiton Plc by the United Kingdom
Companies Act 2006 is provided in Appendix 2.
A copy of the resolutions passed at the closure of the poll
today has been submitted to the National Storage Mechanism and will
shortly be available for inspection at:
www.morningstar.co.uk/uk/NSM.
Rachel Agnew
Company Secretary
BHP Billiton Limited ABN 49 004 028 077 BHP Billiton Plc
Registration number 3196209
LEI WZE1WSENV6JSZFK0JC28 LEI 549300C116EOWV835768
Registered in Australia Registered in England and Wales
Registered Office: 171 Collins Street, Melbourne Victoria 3000
Registered Office: Nova South, 160 Victoria Street, London SW1V 1LH
United Kingdom
The headquarters of the BHP Group are in Australia
The poll results for BHP Billiton Limited and BHP Billiton Plc
are as follows:
Business Votes Votes Total Votes Cast Abstentions Result
For Against
To receive the 2017 Financial
Statements and Reports for BHP
1 (an ordinary resolution) 3,097,930,775 19,764,171 3,117,694,946 42,378,709 CARRIED
2 To reappoint KPMG LLP as the 3,064,163,241 88,281,931 3,152,445,172 7,621,078 CARRIED
auditor of BHP Billiton Plc (an
ordinary resolution)
3 To authorise the Risk and Audit 3,145,093,883 8,556,549 3,153,650,432 6,424,674 CARRIED
Committee to agree the
remuneration of the auditor of
BHP
Billiton Plc (an ordinary
resolution)
4 To approve the general authority 3,087,218,886 66,843,067 3,154,061,953 6,001,860 CARRIED
to issue shares in BHP Billiton
Plc (an ordinary resolution)
5 To approve the authority to 3,071,357,047 81,392,054 3,152,749,101 7,321,837 CARRIED
allot equity securities in BHP
Billiton Plc for cash (a
special
resolution)
6 To approve the repurchase of 3,130,150,212 23,227,136 3,153,377,348 6,616,521 CARRIED
shares in BHP Billiton Plc (a
special resolution)
7 To approve the Directors' 3,059,094,279 90,948,519 3,150,042,798 9,658,674 CARRIED
remuneration policy (ordinary
resolution)
8 To approve the 2017 Remuneration 3,080,606,484 70,946,599 3,151,553,083 8,163,117 CARRIED
Report other than the part
containing the Directors'
remuneration
policy (a non-binding ordinary
resolution)
9 To approve the 2017 Remuneration 3,052,369,775 98,906,887 3,151,276,662 8,442,607 CARRIED
Report (a non-binding ordinary
resolution)
10 To approve leaving entitlements 3,100,854,716 50,999,746 3,151,854,462 8,153,740 CARRIED
(an ordinary resolution)
11 To approve the grant to the 2,953,318,363 132,551,406 3,085,869,769 74,099,923 CARRIED
Executive Director (an ordinary
resolution)
12 To elect Terry Bowen as a 3,148,488,724 6,114,635 3,154,603,359 5,419,630 CARRIED
Director of BHP (an ordinary
resolution)
13 To elect John Mogford as a 3,148,497,170 6,096,091 3,154,593,261 5,430,928 CARRIED
Director of BHP (an ordinary
resolution)
14 To re-elect Malcolm Broomhead as 2,983,547,960 105,360,998 3,088,908,958 71,096,934 CARRIED
a Director of BHP (an ordinary
resolution)
15 To re-elect Anita Frew as a 3,141,101,183 14,113,798 3,155,214,981 4,802,008 CARRIED
Director of BHP (an ordinary
resolution)
16 To re-elect Carolyn Hewson as a 3,031,320,551 58,055,548 3,089,376,099 70,647,518 CARRIED
Director of BHP (an ordinary
resolution)
17 To re-elect Andrew Mackenzie as 3,020,137,241 69,377,684 3,089,514,925 70,500,598 CARRIED
a Director of BHP (an ordinary
resolution)
18 To re-elect Lindsay Maxsted as a 2,979,744,078 109,261,158 3,089,005,236 71,015,119 CARRIED
Director of BHP (an ordinary
resolution)
19 To re-elect Wayne Murdy as a 2,994,065,688 94,848,640 3,088,914,328 71,069,611 CARRIED
Director of BHP (an ordinary
resolution)
20 To re-elect Shriti Vadera as a 3,031,212,083 57,851,267 3,089,063,350 70,954,234 CARRIED
Director of BHP (an ordinary
resolution)
21 To re-elect Ken MacKenzie as a 3,139,340,998 16,888,514 3,156,229,512 4,792,677 CARRIED
Director of BHP (an ordinary
resolution)
22 To amend the constitution of BHP 213,222,254 2,784,913,522 2,998,135,776 161,717,485 NOT CARRIED
Billiton Limited (a special
resolution)
23 To approve member request on 271,863,280 2,724,156,806 2,996,020,086 163,915,773 NOT VALID
public policy advocacy on
climate change and energy (an
ordinary
resolution, the validity of
which is conditional on Item 22
being passed)
Appendix 1
BHP Billiton Limited & BHP Billiton Plc - Final Proxy
Position
Limited Plc
1 To receive the 2017 Financial Statements and Reports for BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,647,288,286 1,469,257,843
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,609,046,433 1,454,059,932
- was to vote against the resolution 4,781,804 14,979,252
- was to abstain on the resolution 39,292,569 3,072,504
- may vote at the proxy's discretion 33,460,049 218,659
2 To reappoint KPMG LLP as the auditor of BHP Billiton Plc (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,682,793,155 1,468,516,074
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,641,125,559 1,388,339,366
- was to vote against the resolution 8,341,692 79,938,191
- was to abstain on the resolution 3,784,180 3,814,273
- may vote at the proxy's discretion 33,325,904 238,517
3 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP
Billiton Plc (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,682,413,348 1,470,084,405
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,642,402,774 1,467,754,290
- was to vote against the resolution 6,441,036 2,092,818
- was to abstain on the resolution 4,167,662 2,245,343
- may vote at the proxy's discretion 33,569,538 237,297
4 To approve the general authority to issue shares in BHP Billiton Plc (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,681,910,008 1,471,005,494
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,638,369,629 1,414,023,251
- was to vote against the resolution 10,064,573 56,756,199
- was to abstain on the resolution 4,671,107 1,324,854
- may vote at the proxy's discretion 33,475,806 226,044
5 To approve the authority to allot equity securities in BHP Billiton Plc for cash (a special
resolution)
* Total number of votes exercisable by all proxies validly appointed 1,681,654,027 1,469,939,037
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,638,280,969 1,398,218,238
- was to vote against the resolution 9,869,822 71,494,327
- was to abstain on the resolution 4,927,073 2,388,451
- may vote at the proxy's discretion 33,503,236 226,472
6 To approve the repurchase of shares in BHP Billiton Plc (a special resolution)
* Total number of votes exercisable by all proxies validly appointed 1,682,123,174 1,470,100,758
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,642,689,615 1,452,572,192
- was to vote against the resolution 5,894,810 17,304,757
- was to abstain on the resolution 4,376,000 2,229,589
- may vote at the proxy's discretion 33,538,749 223,809
7 To approve the Directors' remuneration policy (ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,678,890,562 1,470,268,144
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,613,993,748 1,411,103,720
- was to vote against the resolution 31,847,855 58,940,341
- was to abstain on the resolution 7,579,942 2,059,226
- may vote at the proxy's discretion 33,048,959 224,083
8 To approve the 2017 Remuneration Report other than the part containing the Directors' remuneration
policy (a non-binding ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,680,360,581 1,470,307,357
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,618,694,341 1,427,997,984
- was to vote against the resolution 28,731,863 42,084,445
- was to abstain on the resolution 6,117,766 2,022,585
- may vote at the proxy's discretion 32,934,377 224,928
9 To approve the 2017 Remuneration Report (a non-binding ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,680,158,411 1,470,283,405
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,615,090,490 1,403,411,145
- was to vote against the resolution 32,179,853 66,644,333
- was to abstain on the resolution 6,315,400 2,046,942
- may vote at the proxy's discretion 32,888,068 227,927
10 To approve leaving entitlements (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,680,750,500 1,470,057,485
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,623,092,766 1,443,637,569
- was to vote against the resolution 24,735,133 26,192,813
- was to abstain on the resolution 5,815,484 2,271,583
- may vote at the proxy's discretion 32,922,601 227,103
11 To approve the grant to the Executive Director (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,681,114,563 1,403,600,603
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,614,885,588 1,304,235,658
- was to vote against the resolution 33,319,641 99,131,847
- was to abstain on the resolution 5,361,960 68,729,394
- may vote at the proxy's discretion 32,909,334 233,098
12 To elect Terry Bowen as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,682,936,702 1,470,503,211
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,644,277,514 1,469,091,887
- was to vote against the resolution 4,931,029 1,180,305
- was to abstain on the resolution 3,589,413 1,825,937
- may vote at the proxy's discretion 33,728,159 231,019
13 To elect John Mogford as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,682,921,749 1,470,508,066
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,644,248,168 1,469,112,741
- was to vote against the resolution 4,921,549 1,164,606
- was to abstain on the resolution 3,604,366 1,822,282
- may vote at the proxy's discretion 33,752,032 230,719
14 To re-elect Malcolm Broomhead as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,298,636 1,404,460,845
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,600,487,820 1,348,037,914
- was to vote against the resolution 49,159,077 56,189,405
- was to abstain on the resolution 3,217,382 67,869,503
- may vote at the proxy's discretion 33,651,739 233,526
15 To re-elect Anita Frew as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,548,981 1,470,512,335
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,640,758,230 1,465,341,608
- was to vote against the resolution 9,159,571 4,941,736
- was to abstain on the resolution 2,976,134 1,818,013
- may vote at the proxy's discretion 33,631,180 228,991
16 To re-elect Carolyn Hewson as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,687,901 1,404,526,280
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,638,851,425 1,357,526,054
- was to vote against the resolution 11,264,932 46,770,700
- was to abstain on the resolution 2,837,842 67,803,868
- may vote at the proxy's discretion 33,571,544 229,526
17 To re-elect Andrew Mackenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,590,025 1,404,757,865
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,633,948,707 1,351,243,819
- was to vote against the resolution 16,083,200 53,289,705
- was to abstain on the resolution 2,935,625 67,572,483
- may vote at the proxy's discretion 33,558,118 224,341
18 To re-elect Lindsay Maxsted as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,352,781 1,404,523,742
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,607,630,871 1,337,221,635
- was to vote against the resolution 42,132,253 67,073,066
- was to abstain on the resolution 3,172,034 67,806,072
- may vote at the proxy's discretion 33,589,657 229,041
19 To re-elect Wayne Murdy as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,236,231 1,404,523,519
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,600,505,517 1,358,333,860
- was to vote against the resolution 48,861,287 45,960,408
- was to abstain on the resolution 3,257,834 67,806,829
- may vote at the proxy's discretion 33,869,427 229,251
20 To re-elect Shriti Vadera as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,388,237 1,404,519,400
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,637,628,743 1,358,452,760
- was to vote against the resolution 11,998,865 45,840,458
- was to abstain on the resolution 3,137,578 67,810,948
- may vote at the proxy's discretion 33,760,629 226,182
21 To re-elect Ken MacKenzie as a Director of BHP (an ordinary resolution)
* Total number of votes exercisable by all proxies validly appointed 1,683,559,654 1,471,508,274
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 1,644,364,255 1,459,570,003
- was to vote against the resolution 5,176,467 11,708,842
- was to abstain on the resolution 2,966,461 1,822,074
- may vote at the proxy's discretion 34,018,932 229,429
22 To amend the constitution of BHP Billiton Limited (a special resolution)
* Total number of votes exercisable by all proxies validly appointed 1,653,870,405 1,353,028,992
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 116,370,837 96,573,354
- was to vote against the resolution 1,504,887,072 1,256,252,089
- was to abstain on the resolution 32,667,698 119,117,019
- may vote at the proxy's discretion 32,612,496 203,549
This Item was not passed.
23 To approve member request on public policy advocacy on climate change and energy (an ordinary
resolution, the validity of which was conditional on Item 22 being passed)
* Total number of votes exercisable by all proxies validly appointed 1,643,595,587 1,361,146,182
* Total number of votes in respect of which the appointments specified that the proxy -
- was to vote for the resolution 165,224,876 106,362,396
- was to vote against the resolution 1,445,863,990 1,254,576,244
- was to abstain on the resolution 42,971,017 111,054,236
- may vote at the proxy's discretion 32,506,721 207,542
As Item 22 was not passed, Item 23 was not valid.
APPENDIX 2
Additional Information
For the purposes of section 341 of the United Kingdom Companies
Act 2006 and in respect of BHP Billiton Plc, the votes validly
cast* as a percentage of the company's total issued share capital
(as at 6pm on 19 October 2017) are:
Item of Business Votes
cast
%*
To receive the 2017 Financial Statements
1 and Reports for BHP 69.57%
To reappoint KPMG LLP as the auditor
2 of BHP Billiton Plc 69.53%
3 To authorise the Risk and Audit Committee
to agree the remuneration of the auditor
of BHP Billiton Plc 69.60%
To approve the general authority to
4 issue shares in BHP Billiton Plc 69.65%
To approve the authority to allot
equity securities in BHP Billiton
5 Plc for cash 69.60%
To approve the repurchase of shares
6 in BHP Billiton Plc 69.61%
To approve the Directors' remuneration
7 policy 69.61%
To approve the 2017 Remuneration Report
other than the part containing the
8 Directors' remuneration policy 69.62%
9 To approve the 2017 Remuneration Report 69.61%
10 To approve leaving entitlements 69.60%
To approve the grant to the Executive
11 Director 66.46%
To elect Terry Bowen as a Director
12 of BHP 69.62%
To elect John Mogford as a Director
13 of BHP 69.62%
To re-elect Malcolm Broomhead as a
14 Director of BHP 66.50%
To re-elect Anita Frew as a Director
15 of BHP 69.62%
16 To re-elect Carolyn Hewson as a Director
of BHP 66.50%
To re-elect Andrew Mackenzie as a
17 Director of BHP 66.51%
18 To re-elect Lindsay Maxsted as a Director
of BHP 66.50%
To re-elect Wayne Murdy as a Director
19 of BHP 66.50%
To re-elect Shriti Vadera as a Director
20 of BHP 66.50%
To re-elect Ken MacKenzie as a Director
21 of BHP 69.67%
22 To amend the constitution of BHP Billiton
Limited 64.06%
To approve member request on public
policy advocacy on climate change
23 and energy 64.45%
*This calculation does not include the votes cast at the BHP
Billiton Limited Annual General Meeting which are added to the
votes cast at the BHP Billiton Plc Annual General Meeting to give
the final result in relation to each resolution. Final poll results
for BHP Billiton Plc and BHP Billiton Limited can be found on pages
2 and 3 of this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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