BHP Group Limited — Director's Dealing 2019

6-K 1 d835103d6k.htm FORM 6-K Form 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

November 14, 2019

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

☒ Form 20-F ☐ Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934: ☐ Yes ☒ No

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): n/a

BHP GROUP PLC

Retirement of Carolyn Hewson as independent Non-executive Director

Carolyn Hewson retired as an independent Non-executive Director of BHP Group Limited and BHP Group Plc on 7 November 2019.

SECTION 430 (2B) COMPANIES ACT 2006 STATEMENT

BHP Group Limited and BHP Group Plc (collectively, “BHP”) confirm that Carolyn Hewson retired as a Non-executive Director of the Company on 7 November 2019. The following information is provided in accordance with section 430 (2B) of the UK Companies Act 2006:

BHP’s Remuneration Report for the financial year ending 30 June 2020 will include the remuneration earned by Ms Hewson during her appointment as a Non-executive Director of BHP for the financial year ending 30 June 2020. The reported remuneration will include BHP’s normal fees for an independent Non-executive Director and fees for membership on the Remuneration Committee and Nomination and Governance Committee payable for the period from 1 July 2019 to 7 November 2019. Ms Hewson has not received, and will not receive, any other remuneration or payments upon ceasing to be a Director of BHP.

Australian Securities Exchange (ASX) Listing Rules Appendix 3Z

Final Director’s Interest Notice

We (the entities) give the ASX the following information under listing rule 3.19A.3 and as agent for the Director for the purposes of section 205G of the Australian Corporations Act.

Part 1 – Director’s relevant interests in securities of which the director is the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Part 2 – Director’s relevant interests in securities of which the director is not the registered holder

In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust

Part 3 – Director’s interests in contracts

Notification and public disclosure of transactions by

Persons Discharging Managerial Responsibilities

• This notification relates to a change in Carolyn Hewson’s indirect interest: Carolyn Hewson was transferred a one third beneficial interest in 16,913 ordinary shares in BHP Group Limited held by C and J Somerville Pty Ltd, which was transferred on 18 September 2018 through the distribution of an estate. Her two siblings hold the remaining beneficial interests.

• BHP is satisfied that it has the necessary reporting and notification policies in place to ensure compliance with its disclosure obligations under ASX Listing Rules 3.19A and 3.19B and Article 19 of the Market Abuse Regulation. Directors are aware of their obligations to notify the General Counsel & Company Secretary of any changes in BHP securities holdings.

• BHP believes its current notification practices are adequate and that this notification pursuant to Article 19 of the Market Abuse Regulation is an isolated occurrence.

| 4 — a) | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been
conducted. — Description of the financial instrument, type of instrument Identification code | BHP Group Limited ordinary shares ISIN: AU000000BHP4 | |
| --- | --- | --- | --- |
| b) | Nature of the transaction | Carolyn Hewson was transferred a one third beneficial interest in 16,913 ordinary shares in BHP Group Limited held by C and J Somerville Pty Ltd. Her two siblings hold the remaining beneficial interests. | |
| c) | Price(s) and volume(s) | Price | Volume |
| | | Nil | 16,913 |
| d) | Aggregated information - Aggregated volume - Price | 16,913 ordinary shares in BHP Group Limited N/A | |
| e) | Date of the transaction | 18 September 2018 | |
| f) | Place of the transaction | Outside of a trading venue | |

Members of the BHP Group which is headquartered in Australia

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.