South32 Limited (S32) Earnings Call Transcript & Summary

October 29, 2020

Australian Securities Exchange AU Materials Metals and Mining shareholder_meeting 90 min

Earnings Call Speaker Segments

Karen Wood

executive
#1

[Presentation] A very warm welcome to South32's 2020 Annual General Meeting. I'm sorry we can't be together in person, but I'm very pleased that so many shareholders could join us today in this virtual format. My name is Karen Wood, and it's my pleasure to chair today's meeting. First, let me start our proceedings by acknowledging the traditional owners of the land on which we are conducting today's meeting, the Whadjuk people of the Noongar Nation. I pay my respects to elders past, present and emerging. And in the language of the Noongar Nation, [Foreign Language], or hello. In the spirit of respect and reconciliation, I'd like to share messages from our colleagues at some of our operations, acknowledging the traditional owners of the land on which they work. [Presentation]

Karen Wood

executive
#2

We are enormously privileged to operate on the ancestral lands of many aboriginal groups around the world, and I would like to recognize the contribution that those groups have made to us and to our industry. I'm joining you today from South32's Perth office, together with Graham Kerr, our Chief Executive Officer; and Nicole Duncan, our company Secretary. All members of our Board are here in person or virtually. Nonexecutive Directors, Frank Cooper and Wayne Osborn, are both based in Perth. Xiaoling Liu joins us from Melbourne. Futhi Mtoba and Keith Rumble from South Africa. And Guy Lansdown, who joined our Board in December, is attending his first Annual General Meeting as a member of our Board and joins us today from Mexico. I'll talk about Guy's background and why he has been such a welcome addition to our Board when we deal with his election later in the meeting. While speaking of directors, I would like to take a moment to acknowledge the notable absence of our colleague and friend, Xolani Mkhwanazi, who passed away earlier this year after a brief illness. Xolani joined our Board in 2015 and was instrumental in the formation of South32. I was fortunate to have worked with Xolani for nearly 15 years. He was held in the highest regard by all who knew him. Beyond his contribution to South32, he was widely recognized for his role in the rebuilding of post-apartheid South Africa. And I speak on behalf of the whole Board when I say we miss him greatly. Also, in virtual attendance today is Graham Hogg, representing the company's auditors, KPMG. Tim Heughan from Computershare has been appointed returning officer for the meeting and scrutineer of the vote. I can confirm that a quorum is present and now formally declare the meeting open. I'll ask Nicole now to outline the procedure for this AGM.

Nicole Duncan

executive
#3

Thank you, Chair, and hello to everyone. My name is Nicole Duncan, and I'm both the company Secretary and Chief People and Legal Officer for South32. Firstly, I would like to welcome you all to South32's first virtual Annual General Meeting. We are using the Lumi platform for this meeting, and we have published the Lumi online meeting guide on our website. Eligible shareholders will have access to a message icon and a polling icon. Guests don't have access to either of these icons to be able to ask questions or vote. The message icon has been enabled and shareholders are invited to begin submitting their questions now. You do not need to wait until we get to the relevant item of business. The discussion on each item will include relevant questions that were submitted before the meeting, and those questions submitted by shareholders via the Lumi platform when we address each of the formal agenda items. [Operator Instructions] We will ensure there is a reasonable opportunity for shareholders as a whole to ask questions or make comments. [Operator Instructions] The polling icon, which looks like a little bar chart, will appear once the polling is opened. Shareholders will be able to see the list of resolutions and the voting options available for, against and abstain. Shareholders can vote and make changes to their vote on each resolution at any time until the poll is closed at the conclusion of Item 6. There is no submit or enter button. The vote is automatically recorded and the message displays the number of resolutions you have voted on. Each shareholder present whether in person or by proxy has one vote for every ordinary share. If you have difficulty with the Lumi platform, please refer to the help guide on our website or call Computershare on country code (613) 9415-4169. And in the unlikely event that we do experience any major technical difficulties, we will provide you with updates through our website and the stock exchanges. Finally, we remind shareholders and guests that a recording of the meeting will be available on South32's website a few hours after the meeting has concluded, as is the case each year. And with that, I hand you back to the Chair.

Karen Wood

executive
#4

Many thanks, Nicole. I'll now open the poll on all resolutions. As Nicole said, we will close the poll after Item 6, but I will give you warning before I do so. I don't need to tell anybody in attendance today that 2020 has been a year like no other. The COVID-19 pandemic has required all of us to adapt the way we work. While it's presented many challenges, it's also given us opportunities to connect with people around the world, as today's meeting has shown. In response to the pandemic, Graham and his management team moved quickly to deploy South32's crisis and emergency protocols. The team was guided by 3 imperatives: keeping our people safe and well, maintaining safe and reliable operations and supporting the communities we work with. Graham will speak more about our response to COVID in his address, but I do want to recognize the extraordinary efforts from the entire South32 workforce. I want to pay particular tribute to the operational teams around the world who have gone above and beyond, in accordance with our purpose and our values, to keep our people safe and help support the communities where we operate. The Board is deeply grateful to each and every member of the team. Our people going home safe and well at the end of each day is at the core of everything we do. Sadly, we did not meet that commitment when in May, Duncan Mankhedi Ngoato lost his life. Duncan was a diesel mechanic who worked for Modi Mining, a contractor to South32, performing work at the Ifalethu operation which is part of the South Africa Energy Coal business. The Board has reviewed the findings of the investigation into Mr. Ngoato's death. Those findings highlighted the causes and identified additional measures, which we are implementing, to do everything we can to ensure a similar incident does not happen again. Graham will, again, talk more about this in his address. This year, we have changed our approach to disclosure of fatalities. Historically, it has been our practice to report fatalities that occur where we have control over the work or the location where the work is being performed. From this year, we will also disclose any fatalities for contractor activities associated with our operations that take place in locations where we do not have control. No loss of life is acceptable and is felt deeply across the whole of South32. In May, we celebrated our fifth anniversary as a company. Over this time, we've taken a number of steps to optimize our portfolio, unlock the full value of our business and identify and pursue new opportunities. In the last year, we have progressed the divestment of South Africa Energy Coal, completed the review of our manganese alloy smelters, announced an agreement for the sale of TEMCO in Australia and placed Metalloys in South Africa into care and maintenance. We advanced our development projects, including the Hermosa project in Arizona and exercised an option with Trilogy Metals to form the Upper Kobuk Mineral Projects joint venture in the Ambler Mining District of Alaska. These are just some of the milestones that mark our journey so far. And shortly, Graham will talk more about our evolving portfolio. Despite volatile prices and government actions to slow the spread of COVID impacting some of our operations, we delivered a strong operating performance. We reported underlying earnings before interest, tax, depreciation and amortization of USD 1.2 billion and free cash flow of USD 583 million. At the end of the 2020 financial year, we had a net cash balance of USD 298 million. We returned $424 million to shareholders during the reporting period. This included $323 million returned to shareholders as part of our ongoing capital management program. Of the capital returned, dividends in respect of the financial year totaled USD 0.032 per share or AUD 0.047, including a fully franked final dividend of USD 0.01 per share. Having expanded our capital management program to USD 1.43 billion in February 2020, the Board responded quickly to preserve the strength of our balance sheet by suspending our on-market buyback in March. Following another strong quarter of operating performance and the further strengthening of our financial position, we have recently lifted our on-market share buyback suspension. Our capital management program is now 93% complete with USD 106 million remaining to be returned to shareholders, ahead of the program's extension or expiry on 3 September 2021. These decisions were taken consistent with our capital management framework, which prioritizes maintaining safe and reliable operations and an investment-grade credit rating. Our intent is to distribute a minimum of 40% of underlying earnings as ordinary dividends. We encourage competition for excess capital, such as investment in the business, acquisitions, greenfield exploration, share buybacks and special dividends. Over the past 5 years, we have paid USD 1.9 billion in dividends. The Board's well-established practice of regularly visiting our operations and offices around the world has been, of course, disrupted by COVID during the year. These visits are a very important part of our work and give us an opportunity to better understand the challenges our people face wherever they're located. They also help inform us of the cultural aspects of our company's work that underpin the way we do business. We did manage to complete visits to Hillside Aluminium in Richards Bay, South Africa, our office in Johannesburg and Illawarra Metallurgical Coal in New South Wales before COVID intervened. As you would expect, the Board moved to meet virtually from March with increased frequency. We continued to hear from local leadership teams and held virtual sessions with the teams at GEMCO, on Groote Island in the Northern Territory, and at Hillside Aluminium and focused on their responses to COVID-19. We are anxious to resume our direct engagement with our operational teams as soon as it's possible to do so. Since the formation of South32, we've been committed to mitigating our impact on the environment. In the 2020 financial year, our Scope 1 and 2 emissions were 23.3 million tonnes CO2 equivalent. We are on track to meet our FY '21 target and keep those emissions at or below FY '15 levels. We recognize that if we are to meet our commitment for net zero emissions by 2050, then we need a plan to take us there. Work is now underway on our next set of emissions targets and that plan will be released as part of our FY '21 reporting. We are also targeting substantial reductions in our Scope 1 emissions at Worsley Alumina and Illawarra Metallurgical Coal in Australia. The two assets that account for the bulk of our Scope 1 emissions and are progressing our decarbonization studies for those operations. We appreciate that stakeholders want to better understand our rationale for joining industry associations. There is also an interest in how we might address potential divergent positions on material topics like climate change. In response, and for the first time, we've published Our Approach to Industry Associations, which outlines our view on the important role of these groups. We believe that the right industry association can help us understand, learn and contribute to industry best practice, while also providing an avenue to engage in and influence matters affecting our industry. When the company was formed in 2015, we defined our purpose as making a difference by developing natural resources to improve people's lives now and for generations to come and by being trusted by our owners and partners to realize the potential of their resources. That purpose is unchanged. To do this successfully, we must have deep and respectful relationships with local communities. Across the world, we have supported our communities with investments of USD 24.5 million focused on 4 key areas aligned to community need. These are: education and leadership, health and social well-being, economic participation and natural resource resilience. We recognize the traditional rights and values of indigenous peoples and respect their cultural heritage. As a company, we understand the importance of engaging and working with our traditional owners and indigenous groups in relation to our activities. We work to obtain free prior and informed consent before we operate. In Australia, we recently launched our Innovate Reconciliation Action Plan, which raises the bar on our previous commitments. Under the plan, we will further embed reconciliation activities in our core business practices and decision-making. It also documents our support for the establishment of a First Nations voice to be enshrined in the Australian Constitution as outlined in the Uluru Statement from the Heart. In June, we began an internal review of our approach to cultural heritage management to determine where we may need to strengthen or enhance our systems. We are involved in discussions to help review current systems across Australia and ensure all voices are heard and considered. Our multiyear partnership with the Australian Indigenous Education Foundation to support indigenous students to access schooling and to complete year 12 is just one of the ways we're supporting the development of emerging and future community leaders. On the other side of the world, at our Cerro Matoso operation in Colombia, we reached agreement with 15 groups, including 7 indigenous communities covering engagement, investment and environmental management. These agreements provide a strong foundation to work in partnership to create healthier and stronger communities. The work we're doing is helping to empower indigenous peoples and communities to make choices, to have a say in the decisions that affect them, and this will have a lasting impact that spans future generations. We know we can only be successful when our communities share in the benefits of what we do. We also seek to enable economic participation through our commitments to build a diverse workforce that is representative of the countries and communities where we operate. I believe that businesses need to find the same passion and commitment for diversity as we do for safety. Outcomes will be better if we truly reflect the society in which we operate. We have set targets to increase the number of women who work for us. And in South Africa, to grow the representation of black people in our workforce. Overall, representation of women increased by 1% across our business to 19%, not yet enough, but progress. On our Board, women account for 37% and on our lead team, 44%, both of which meet our targets. In South Africa, representation of black people in our workforce and management is 83%, up 1% from a year earlier and heading toward our target of 85%. Looking ahead, uncertainty is likely to persist in global markets for some time, and we expect to face our share of challenges as the world continues to respond to COVID-19. We will remain resolute in our focus on preserving our strong balance sheet and on creating long-term value. Graham and his team are positioning us for future growth and success. Most importantly, we will all work to ensure everyone goes home safe and well at the end of every shift. On behalf of the Board and all shareholders, I want to thank Graham, his lead team and everyone who is part of South32 for their important and valued contributions. I'd also like to thank shareholders for your continued support and for joining us today. Let me now hand you to Graham.

Graham Kerr

executive
#5

Thank you, Karen. Good afternoon, everyone, and thank you for joining us today. While the COVID-19 pandemic only emerged in the second half of the 2020 financial year, its impact on our business was significantly and it has heightened our focus on the things that matter most. I'd like to start by talking to our safety performance, which is fundamental to our success as a business. The death of Duncan Mankhedi Ngoato, who was fatally injured at our South Africa Energy Coal operation, is unacceptable. I offer my sincere condolences to Duncan's family, friends and colleagues for their tremendous loss, and we have provided support to those affected by his death. A global stop for safety has given our teams a chance to talk about what happened and what we need to do to make our sites safer. We conducted a full investigation into the incident in conjunction with Duncan's employer, Modi Mining. The learnings from the investigation have been shared at all our sites, and with his employer to prevent a similar tragedy occurring again. While we saw a 9% year-on-year decrease in our Total Recordable Injury Frequency and increased reporting of potential incidents and near misses this year, there is still more work to be done in this space. We're increasing capability to manage health and safety risk across the organization, sharing learnings and continuously improving the way we work. Nothing is more important than our people going home safe and well. I'd also like to take a moment to acknowledge Dr. Xolani Mkhwanazi. I first worked with Dr. X, as he fondly known to many of us, when we both sat on the Board of Richards Bay Minerals. His passion for people, communities and South Africa impressed me greatly. Over the years, Dr. X provided priceless advice and guidance. Whenever you visited our operations and offices, it was clear to see what an inspiration he was to our people. Dr. X leaves a considerable legacy and he is missed by everyone who knew him. The COVID-19 pandemic took all of us by surprise this year. As Karen said, our response has been focused around three areas: keeping our people safe and well, maintaining safe and reliable operations and supporting our communities. Critical controls were introduced such as screening and testing, additional cleaning and hygiene measures and physical distancing to help keep our people safe. Importantly, we rolled out a range of well-being initiatives and support tools to help our people and their families, including online resources and access to health and well-being experts. To give our people space to focus on the work that matters most, we reviewed our priorities and stopped work that was not business-critical. Our communities have also been top of mind. We pledged USD 7 million to support our communities to respond and recover from the health and economic impacts of COVID-19. I'm proud of how our teams mobilized quickly to respond to these unprecedented event, while rising to the challenges of working and living in new ways. The pandemic has created substantial market uncertainty. To keep our business resilient, we reduced our planned sustaining capital expenditure, pursued cost efficiencies across the group and suspended our on-market share buyback, with the suspension lifted earlier this month. Despite the challenges of COVID-19, we delivered a strong operating result for the year. Production records were set at Australian Manganese ore, Hillside Aluminium and Brazil Alumina. Worsley Alumina delivered a further 2% increase as the refinery progressed towards sustainable production at nameplate capacity. 9 of our 10 operations achieved lower operating costs. Turning now to our portfolio. During the year, we advanced our strategy to exit lower returning businesses, which is expected to improve margins and lift return on invested capital. A key enabler to take our portfolio forward is the sale of South Africa Energy Coal to Seriti Resources, which is subject to the satisfaction of material conditions. It is on track for completion in the December 2020 half year. Following the extensive review, we achieved outcomes for both of our manganese alloy smelters. In August, we entered into a binding conditional agreement with GFG Alliance for the sale of TEMCO. It will continue to operate into the future, which is a great outcome for our people and the local community. Unfavorable conditions meant divestment was not an immediate option for Metalloys, which was placed on care and maintenance. This preserves the option to pursue divestment in the future. Our strategy of building a pipeline of development options by partnering in early-stage greenfield exploration projects saw us acquire a 50% interest in the Ambler Metals joint venture after we exercised our option with Trilogy Metals. Investing in exploration is integral to our strategy, and this was an important milestone as we reshape and improve our portfolio by adding high-quality copper and base metal development options. At our Hermosa project in Arizona, we advanced the prefeasibility study for the Taylor Deposit, which is expected to be completed in the June 2021 half year. We also published our initial mineral resource estimate for the Clark Deposit. A feasibility study for the Eagle Downs project is progressing, with a final investment decision expected by the end of the calendar year. It is my firm belief that when mining has done well and sustainably, it makes a positive difference in the world. We know we can impact people's lives for the better through our environmental and social performance, and we take that responsibility seriously. To demonstrate our commitment to corporate sustainability, we signed the United Nations Global Compact. We're implementing the Compact's 10 principles, which span human rights, labor, environment and anticorruption. Further progress was made on our decarbonization studies at Illawarra Metallurgical Coal and Worsley Alumina, the sites where we want to achieve substantial reductions in Scope 1 emissions. At our Hermosa project, we completed the remediation of 2 million tonnes of tailings from a legacy mine to reduce the risk of runoff contaminating local waterways. Working together with our communities to create shared value is one of our most important ways we can help improve the way people live and work. We invested USD 24.5 million in community initiatives and activities, including the USD 7 million we contributed as part of our COVID-19 response. We also donated AUD 1 million to bushfire relief efforts in Australia. In Colombia, we transferred more than 390 hectares of land to 7 indigenous Councils of the Zenú community and the Black Community Council of Bocas de Uré for sustainable agriculture. To make an impact in the areas that matter most, we developed a framework to measure our investments across education, economic participation, health and social well-being and natural resource resilience. Wherever we operate, we engage the local indigenous communities to make sure our site work programs are sensitive to areas of cultural significance and the views of traditional and local communities. As Karen mentioned, we commenced a review of our approach to cultural heritage management towards the end of the 2020 financial year which is ongoing. This year, we marked our fifth anniversary of South32. We've become a successful stand-alone company that delivers on its purpose and strategy. We couldn't have done this without the collective efforts of our people, and I extend my thanks to all of our teams around the world. Despite the challenges presented by COVID-19, we ended the year with a strong balance sheet, improved performance at several operations and made solid progress on reshaping our business for the future. Looking forward, we expect market uncertainty to continue for some time. We'll continue to progress our strategy, ensuring we preserve our balance sheet and deliver value for shareholders. We also expect to deliver a further reduction in operating costs across the majority of our operations. More importantly, we'll continue our unwavering focus on creating a safe workplace for all of our people. Thank you for your ongoing support for South32. I'll now hand back to the Chair.

Karen Wood

executive
#6

Many thanks, Graham. Ladies and gentlemen, we'll now move to the formal items of business. Each resolution and supporting information is outlined in the notice of meeting dated, 14 September 2020, as well as consideration of the financial statements, the business before us today includes 7 ordinary resolutions and 1 special resolution. The Board recommends that shareholders vote in favor of all resolutions, and I intend to vote all undirected proxies that I hold as Chair in favor of each resolution. As stated in the notice of meeting, I'm calling a poll on all resolutions. And as I mentioned, Tim Heughan of Computershare investor services will conduct the poll on Items 2 through to Item 6. We'll work through each resolution in order, and I'll provide you with a summary of proxies received for each resolution as we progress. I'll also invite questions on each item before moving to the next item. General questions relating to the management of the company may be asked during the first item, the consideration of the financial statements. The first item of business is to receive the financial report, directors' report and auditor's report as set out in the company's annual report for the financial year ended 30 June 2020. There's no requirement to approve these reports, and we are simply tabling them for discussion. We have online Graham Hogg, as I mentioned earlier, from KPMG, who is available to answer questions relating to the conduct of the audit and to the audit report. As previously mentioned, the discussion on each item will begin with relevant questions that have been received ahead of the meeting, and I would like to read those questions now and respond accordingly.

Karen Wood

executive
#7

We've received 2 similar questions regarding South32's carbon footprint. The first question is from [ Mr. Paul Allen ], who asked, how is the company taking action to reduce its carbon footprint and tackle climate change? The second question is from [ Mrs. Ping Fu ], who asked, what's your plan to reduce South32's carbon footprint? And I thank you both for those questions. South32 has made its position on climate change clear from the first day of its formation. We support the Paris Agreement, and we've committed to 0 net emissions by 2050. We have had a plan in place that spanned 5 years. It actually comes to its expiry in 2021, which contained targets in relation to Scope 1 emissions, and we are in the process at the moment of preparing our next plan to deal with this critically important matter. That work is being done by management now. The Board has not yet seen the final thoughts from management. But we are working closely together as we go through the preparation for this work. What I can say, however, about that plan is that it will include Scope 1 and Scope 2 emissions, and it’ll have something to say about Scope 3 emissions. And I say that because it won't, we expect, contain a target for Scope 3 because I'm sure as everybody recognizes that's a very difficult thing to do. But we will have something to say about it because we do believe that we can work with our customers to address this critically important piece of work. We've had decarbonization projects underway at Illawarra Metallurgical Coal and at Worsley. As we mentioned in my address earlier, those 2 assets account for nearly 60% of our Scope 1 emissions, so they're very important as far as the decarbonization work is concerned. And of course, we have been through a process in recent times of reducing the carbon intensity of the business. I think about the divestment of TEMCO, the divestment of South Africa Energy Coal and putting Metalloys into care and maintenance. So I would leave you with, I hope, some confidence that this remains a critically important aspect of our work and something that we, as a Board and Graham and his management team, will continue to focus on. I'll go now, if I can, to the second of the pre-lodged questions. This question is from [ Mr. Damian Smith ], who asked, will South32 look at the BMC Coal assets? People might be aware that those assets have been placed on the market for sale. And I thank you, [ Mr. Smith ], for your question. South32's intention is not to pursue any additional investment into thermal coal assets. As I just mentioned, we are in the process of divesting our thermal coal assets that form part of the South Africa Energy Coal business. So those assets are not for us. The third of the questions that we had lodged was from [ Mr. David Carter ], who asked whether South32 would consider implementing a dividend reinvestment plan for Australian shareholders in the current or the next financial year? And I thank you, [ Mr. Carter ], for your question. A dividend reinvestment plan is something that the Board has considered from time to time since the formation of South32, but we don't have any plans to do that at this time, largely because it is an expensive way of raising capital. We will, of course, continue to look at this because it is raised from time to time by shareholders. So we will continue to look at it. But the short answer is, we don't have any plans to do that in the near term. The next question is a question from [ Mr. Alex Portnoy ], who asked, will we make sure that all IT services are performed 100% in Australia and not in either India or the Philippines? And I thank you for that question. We do have IT services that are provided to South32 in 2 locations, Perth and in Johannesburg, which, of course, where our operations are located. We have no intention of outsourcing services to either India or the Philippines or any other location for that matter. So I think you can expect we won't change our approach. That's the last of the -- no, I beg your pardon, we do have one more question relevant to this first item. And that's from [ Mr. Adam Foot ], who said, we seem to be stuck in the shadow of our BHP legacy. What is occurring to develop new revenue streams outside of our high-risk portfolio? If we just track back the 5 years to South32's demerger from BHP, the company had a wide geographic spread and a very diverse portfolio of assets. And the Board and Graham at the time made it clear the strategy at the outset was to reduce the complexity of that portfolio and to exit low return businesses. We've talked a little about that already this morning, the South Africa Energy Coal business, of course, the TEMCO business in Tasmania, the Metalloys business in South Africa into care and maintenance. So we've also said that we won't develop any new greenfield thermal coal or energy coal assets. There's a very significant amount of value to be derived from exiting these low performing businesses. And it's obviously at the heart of why we've gone about this work as we have. For example, South Africa Energy Coal is a very complex business. It's our most complex business. It absorbs large amounts of sustaining capital. It has significant rehabilitation liabilities, and it has low cash flows. But all of those steps have allowed us to focus on growth options, and Graham spoke about that in some detail. We've talked about our orientation to base metals. We've talked about our preference for commodities that have a future in a low-carbon world. And you've seen that with the growth options that exist at Hermosa in Arizona and the Ambler Metals project in Alaska. So we will continue to focus on those growth options as we close out that important part of our work from the outset of reducing complexity and exiting low performing businesses. But I thank you again for your question. So with that, I think we might move to [ Rebecca ] to see if there have been any questions lodged while our meeting has been underway. Thanks, [ Rebecca ].

Unknown Executive

executive
#8

Thanks too. Our first question comes from [ Litigo Dione Nominee ] who asks, South32 is approaching significant financial investment decisions for 2 metallurgical coals, Eagle Downs and the Dendrobium expansion project. The latest sustainability report as an update of our transition risk assessment will be conducted in FY '21. Will South32 stress test the proposed coal expansion projects against a 1.5-degree warming scenario and disclose the results to shareholders before making those final investment decisions?

Karen Wood

executive
#9

Thanks, [ Rebecca ]. I might ask Graham to just comment on those 2 proposals in just a moment. But before doing so, you make the reference to the new plan, of course, that I referred to earlier as we think about our new targets. As part of that planning work, we do a scenario analysis and part of our scenario testing for the next plan will include a 1.5-degree option, which we haven't had in our scenario work to date. So that's an important change and will certainly help inform how we set our targets going forward. But I would just say one thing before passing to Graham in terms of how we assess these proposals. And both of those that you speak about may well come to the Board for consideration before our new plan is finalized. But in every capital management decision we make, we look at the emissions impact. It is a very important part of how we assess our projects and how we allocate capital under that third plank of the capital management framework we spoke about earlier. But Graham, you might have something to add.

Graham Kerr

executive
#10

Thanks, Karen, and thank you for the question. I guess I would start by saying, as an organization, we've been very clear that we recognize the difference between thermal and metallurgical coal. And from day 1, we made the comment about not buying or building a new thermal coal business. Metallurgical coal is quite different at the moment than thermal coal. In terms of thermal coal today, there are viable alternatives that allow you to actually deliver the energy needs that people require, recognizing the developing world is probably moving at a slower pace than the developed world. But if you look at metallurgical coal, I have no doubt that hydrogen will eventually come and enable the production of green steel, but that's somewhere between the 20- to 30-year mark. If we think about where are we today, the reality is the world needs steel. The world needs steel to help lift people out of poverty and actually make a difference. What we can help in that space is we can help deliver some higher quality coking coal that basically does reduce the emissions compared to some of the lower grade coals. And certainly, when we think about Illawarra that would be the objective. Eagle Downs is a little bit different. Eagle Downs is an option that we bought, and we've been working on a feasibility study with our JV partner, Aquila Resources. That feasibility study will be completed by the end of this financial year, and then we'll make a final investment decision. That project will have to compete against other opportunities we have in the portfolio. To Karen's point, while we are updating our resilience work this year, we do run a number of different scenarios and that will go through that same kind of hurdle where we put a price on carbon and look at emissions. Dendrobium Next Domain, to be clear, is not new additional tonnages to the market. It's actually the continuation of a domain that basically gives us about 13 years’ worth of additional life, so it's not new tonnes. But those new tonnes actually are all metallurgical coal with no thermal coal fraction, and they are all high quality. So we do believe longer-term metallurgical coal will have a challenged place. But if you think about the time frame of Dendrobium Next Domain in the next 13 to 15 years, it probably sits in that spot where the world will still need that high-quality coking coal. Thanks, Karen.

Karen Wood

executive
#11

Thanks, Graham. [ Rebecca ]?

Unknown Executive

executive
#12

The next question comes from [ DB Superfund ], who asks, in the next year, South32 is expected to announce a new 5-year Scope 1 and 2 emissions target and also update the company's high level approach to achieve net zero by 2050. Will this target be independently verified as aligned with the 1.5-degree target of the Paris Agreement? And given the benchmarks set by the Climate Action 100 Investor Group, will South32 also be announcing a medium-term Scope 1 and 2 target and targets to reduce value chain or Scope 3 emissions?

Karen Wood

executive
#13

Thanks, Rebecca. And we've covered a little bit of these in the earlier answers. We have, as I said earlier, committed to net zero emissions by 2050. And we recognize that we need a plan to get us there. We need targets that are credible and achievable. And that is the work that is underway at the moment. So you can expect to see the output of that work, as we said earlier, during the course of next year. And as we also mentioned, it will include scenario work related to 1.5 degrees, which we think given all of the information that's been emerging in more recent years on these subjects is a very important part of our consideration. But Graham, anything else that you wanted to add to that?

Graham Kerr

executive
#14

Look, I think, the only comment I'd add and you have made those points earlier, Karen, is if you look at today, our Scope 1 emissions, the majority actually do come from both Worsley and Illawarra. So the decarbonization work we're doing at both of those projects is critical to actually make a difference in our emissions. The Scope 3 is an interesting one because I think we had a clear opportunity to influence some of our customers, work with various industry associations to make it different and invest in technology. But in some of our commodities, such as metallurgical coal, we only produce about 2% to 3% of global export market. So in that space, we have more limited impact to having influence some of our customers. But we will continue to actually be very clear about our disclosure, our targets and measures how we track towards those.

Karen Wood

executive
#15

Thanks, Graham. [ Rebecca ]?

Unknown Executive

executive
#16

Thank you. The next question comes from the Australian Shareholders' Association, which asks, there have been press reports of Australian coal exports being interrupted by the Chinese government or its agencies. Has South32 experienced any delayed or canceled shipments to China? And have you been warned that future sales may be disrupted?

Karen Wood

executive
#17

Thank you for that question. Australia's exports to China are obviously a critical part of the economic health of this country. South32's exposure to China is more limited than many in our sector. We get about 20% of our revenues from that country. And all of our cargoes for this current calendar year have been placed. But of course, any interruption of the kind that you asked about does put downward pressure on price, and ultimately affects all of us in this market. But Graham, anything you wanted to add?

Graham Kerr

executive
#18

No, I think the only comment I'd make is there are some -- there's certainly some noise out there. But to your point, Karen, our book is fully placed this year. While we do expect some price pressure on metallurgical coal. On the flip side, we are seeing India, in particular, return back to the marketplace. And we're also seeing both Korea and Japan bring back home some, if you like, capacity that was [ sold ] during COVID-19, which is sort of pulling a little bit on demand as well.

Karen Wood

executive
#19

Thanks, Graham. Back to you, [ Rebecca ].

Unknown Executive

executive
#20

The next question comes from [ Anderson Pender Family ] who asks, both BHP and Origin have suspended their membership with the Queensland Resources Council due to political advertising ahead of the Queensland election this weekend. Does South32 agree with the campaign? And why hasn't it suspended its membership?

Karen Wood

executive
#21

Thanks, [ Rebecca ]. And I'll ask Graham just to comment on the dialogue that he and his team have had with the Queensland Resources Council. I did refer earlier to the publication this year for the first time of our approach to industry associations. And importantly, what we do when there is a misalignment of position. So that's a helpful reference point, I think, for shareholders about how we approach industry associations more generally. But Graham, specifically on the QRC matter, you might just be able to update us on, as I say, the dialogue that you've had?

Graham Kerr

executive
#22

Yes. Thanks, Karen. And certainly, from our perspective, we're not in favor or supportive of any policy that targets a particular party. Obviously, as a resource company, we believe that mining, if done well, is actually good for people in terms of what it does for jobs but also on local communities. So from that perspective, we do want to see more mining development and we want to be pro on the mining space. At the time when QRC actually talked about this campaign, we were not in favor of the campaign and voted against it. And while we did not exit like BHP and Origin, we did actually send a very clear letter expressing our disappointment in that and looking to actually engage on how to change the campaign through the BHP, Origin efforts and ourselves and some other people. It was actually great to see that, that [ natural ], if you like, advertising campaign has been adjusted to focus on the things that are important. And for us, that's promoting the jobs, the economic benefits that mining does bring to Queensland. And to me, that's a good example of how working with an industry association, you can actually get a better outcome. Doesn't mean you always agree at the start, but you land on the right spot.

Karen Wood

executive
#23

Thanks, Graham. [ Rebecca ], back to you.

Unknown Executive

executive
#24

We have a second question from the [ Anderson Pender Family ] who asks, in July this year, the New South Wales Minerals Council released a report titled, Mining for the Recovery, which identified 32 mining projects are currently at various stages in the New South Wales planning system, 21 of which are coal projects, does South32 support a coal-led economic recovery for New South Wales?

Karen Wood

executive
#25

Thanks, [ Rebecca ]. We mentioned earlier that we don't have any intention of any further investment in thermal coal assets and that goes for New South Wales as it does for everywhere that we have any operations. Graham spoke earlier about the Dendrobium Next Domain piece of work, which is the extension of the existing domain as part of the Illawarra Metallurgical Coal asset based in New South Wales, and he spoke specifically about the high quality of the metallurgical coal that would come from that operation. The Board has not seen the final proposal for that piece of work as yet. We're currently on track, I think, to have a look at that during the course of next calendar year. So insofar as South32's activities in New South Wales are concerned, they're confined to that Dendrobium project. Graham, anything you wanted to add?

Graham Kerr

executive
#26

No, I think you touched on the key points, Karen. One is, again, we're not a believer in building new thermal coal businesses. What we're doing at Dendrobium Next Domain is not adding additional tonnages. It's actually sustaining the life of a mine that today makes a significant economic contribution to Illawarra area and employs hundreds of people. And again, we're actually moving into 100% metallurgical coal with no thermal coal fraction.

Karen Wood

executive
#27

Thanks, Graham. [ Rebecca ], any more questions?

Unknown Executive

executive
#28

Thank you, Chair. There are no more questions at this time.

Karen Wood

executive
#29

Thank you. So if there are no more questions, I will move to the next item of business. Resolutions 2a to 2d seek approval for the reelection of Mr. Frank Cooper, Dr. Xiaoling Liu, Dr. Futhi Mtoba, and myself as directors of the company. Frank and Futhi were appointed in 2015 and were reelected at the Annual General Meeting in 2017. Xiaoling and myself were appointed in 2017 and are seeking reelection at today's meeting. The Board wholeheartedly supports reelection of directors, recognizing the considerable experience that each bring to the Board. Resolution 2a relates to the reelection of Mr. Frank Cooper as a Director of the company. Frank has been a Nonexecutive Director since the formation of South32 as a stand-alone entity in May 2015. His contribution as Chair of the Risk and Audit Committee is immense and highly regarded by the Board as is his extensive leadership and business expertise, his financial acumen and his skills in corporate development and risk management. All directors participated in an externally facilitated review of the effectiveness of the Board and of each individual member of the Board during the year. In addition, the Board reviewed Frank's performance and recommended that shareholders vote in favor of the reelection of Mr. Frank Cooper as a director of the company. So Frank, over to you, if I may, to say a few words.

Frank Cooper

executive
#30

Good afternoon to everyone from Perth. It has been an honor to serve on the Board of South32 since it became a listed entity in 2015. And I hope to continue that work with your support today. In addition to my Board position, I'm also chair of the Board's Risk and Audit Committee, a member of both the Nomination and Governance Committee and the Remuneration Committee. By background, I'm a chartered accountant with over 35 years' experience in the finance and accounting profession. I was previously a partner at Ernst & Young, a partner at PricewaterhouseCoopers and managing partner for Arthur Andersen in Perth. During that time, I specialized in the mining and energy and utility sectors. In addition to bringing my financial experience to the South32 Board, I also contribute my experience in leadership, business strategy, corporate development and risk management. My current and prior experience gives me an understanding of the challenges of operating in different cultural and political environments and a strong focus on organizational philosophy values and standards. I'm also currently a Nonexecutive Director of Woodside Petroleum Limited, including chair of the Audit and Risk Committee. My other current appointments include Commissioner and Chairman of the Insurance Commission of Western Australia, President of the WA Council of the Australian Institute of Company Directors, a member of the ASIC Director Advisory Panel, Pro Chancellor at the University of Western Australia and a Director of St. John of God Health Limited. I, my fellow directors, are satisfied that these appointments do not impact on my ability to make my commitments to the South32 Board. Today, I am seeking your support for reelection. So I can continue serving the interest of South32 shareholders. Thank you.

Karen Wood

executive
#31

Many thanks, Frank. I know we've received no questions ahead of the meeting on this item. But [ Rebecca ], have any come in to you?

Unknown Executive

executive
#32

There are no further questions on this item.

Karen Wood

executive
#33

Thanks, [ Rebecca ]. In that case, please enter your vote on Resolution 2a now. We do have a summary of proxies received for this resolution, and that is on display now. [Voting]

Karen Wood

executive
#34

So thank you. I'll now move to Resolution 2b, which relates to the reelection of Dr. Xiaoling Liu as a director of the company. Xiaoling joined the Board in November 2017 and has made an outstanding contribution to our work, bringing a valuable combination of skills and knowledge acquired over her many years in the industry. Following the review of Xiaoling's performance, the Board recommends that shareholders vote in favor for the reelection of Dr. Xiaoling Liu as a director of the company. So Xiaoling, over to you to say a few words.

Xiaoling Liu

executive
#35

Good afternoon, everyone. I'm attending today from Melbourne as we started to emerge from our recent COVID-19 lockdown. It has been an honor to serve on the Board of South32 since my appointment in November 2017, and I seek your support for reelection so that I can continue servicing the interest of South32 shareholders. I'm a metallurgical engineer with a 26-year career at the Rio Tinto Group until my retirement in 2014. My roles at Rio Tinto Group included General Manager and Managing Director positions in smelting operational management, Managing Director Technical Services where I led Rio Tinto's global technical services unit, and President and Chief Executive Officer, where I led the Borate business with integrated mining, processing and supply chain operations in the United States, Europe and Asia. These roles have given me strong operational, technical, strategic, marketing and risk management skills, which I now bring to South32 board. I also contribute by mining industry experience, including smelting and processing, commodity and value chain expertise, acquisition and divestments and technology and innovation. I'm currently a Nonexecutive Director of Incitec Pivot Limited. I will be retiring as a Nonexecutive Director of Newcrest Mining Limited next month. In January 2000, I commenced as the Chancellor at Queensland University of Technology. I'm also a member of 3 of South32's Board committees: Nomination and Governance, Risk and Audit and Sustainability. It's been a pleasure to serve on the Board of South32 over the past 3 years, and I hope to continue that work with your support today. Thank you.

Karen Wood

executive
#36

Thanks, Xiaoling. Again, we didn't receive any questions in advance of the meeting on this item. But [ Rebecca ], do you have any?

Unknown Executive

executive
#37

There are no questions. Thank you.

Karen Wood

executive
#38

Thank you. So let us move now to vote, if you would, for Resolution 2b. We have the summary of proxies received for this resolution on display. [Voting]

Karen Wood

executive
#39

Thank you. I'll now move to Resolution 2c, which relates to the reelection of Dr. Futhi Mtoba as a director of the company. Like Frank, Futhi has been a NonExecutive Director from the beginning. And has supported our work with her deep financial and risk management skill as well as her understanding of Southern Africa. Following a review of Futhi's performance conducted by the Board, the Board recommends that shareholders vote in favor of the reelection of Dr. Futhi Mtoba as a director of the company. Futhi, over to you.

Ntombifuthi Mtoba

executive
#40

Good morning from South Africa. I hope that everyone is safe and well. It has been an honor to serve on the Board of South32 since it became listed in 2015. I'm seeking your support for reelection today, so I can continue serving the interest of South32 shareholders. I'm a chartered accountant with an extensive career in business and community engagement in South Africa. I joined Deloitte & Touche South Africa in 1988, specializing in financial services. I was one of the first African black women to be appointed as a partner of one of the big 4 accounting firms and was later appointed first African woman Deputy Chairman and then Chairman of Deloitte Southern Africa. I was also the first woman President of the Association for the Advancement of Black Accountants of Southern Africa. And also, the first woman President of Business Unity South Africa. During this year, I was appointed as a Director of the International Women's Forum, South Africa. I bring financial, risk management and leadership experience to the South32 Board. In addition to this experience, I bring valuable social performance, community skills, sustainability and environmental experience to South32 Board. I’ve been a member of the International Monetary Fund Advisory Group of Sub-Saharan Africa, the World Economic Forum Advisory Council. My other appointments include Lead Independent Director and Audit Committee Chair of Discovery Bank Limited. A trustee and an Audit Committee chair of the Nelson Mandela Foundation. Chair of Council of the University of Pretoria. I am also a member of 2 of South32 Board committees, the Nomination and Governance Committee and the Risk and Audit Committee. It's been an honor to serve on South32 Board over the past 3 years, and I hope to continue that work with your support today. Thank you.

Karen Wood

executive
#41

Thanks, Futhi. Again, we haven't received any questions in advance of the meeting. But [ Rebecca ], any from you?

Unknown Executive

executive
#42

There are no questions. Thank you.

Karen Wood

executive
#43

Thank you. So could we now please move to vote on Resolution 2c. And again, the summary of proxies received for this resolution are on display. [Voting]

Karen Wood

executive
#44

The next item of business is for my reelection as director, which is Item 2d on the notice of meeting. So with that, let me hand the chair to my colleague, Wayne Osborn, to handle this item. Wayne, over to you.

Wayne Osborn

executive
#45

Thank you, Karen, and good afternoon, everyone. It is with pleasure that I have the opportunity to speak to this resolution. In 2019, Karen Wood was elected unanimously by the Board as its chair, recognizing her wealth of industry knowledge, her deep understanding of the business and her active engagement with the internal and external stakeholders. She offers herself for reelection as a director at today's AGM. Karen has served South32 with distinction. Her leadership skills and experience have been invaluable in navigating the continuing prospects and challenges for South32 in reshaping our portfolio and overseeing the establishment and operation of an experienced and diverse Board of Directors. On behalf of my fellow directors, I can say that we feel privileged to have a person of Karen's caliber as chair and Nonexecutive Director. Following a review of Karen's performance conducted by the Board, the Board recommends that shareholders vote in favor of the reelection of Ms. Karen Wood as a director of the company. Karen, would you now speak to your nomination for reelection?

Karen Wood

executive
#46

Thanks, Wayne. I'd be pleased to. It's been a great honor to serve on the Board of South32 since my appointment in November 2017 and a privilege to serve as the company's chair since April of last year. Today, I'm seeking your support for reelection, so I can continue to represent you, South32 shareholders, in the execution of our responsibilities as directors. The events of the past year have shown us the importance of a robust strategy and a business plan, coupled with a flexible management style to navigate a rapidly changing environment. We've had many reminders of the importance of the company's license to operate and opportunities to test our purpose and our values throughout the year. It's the role of the Board to govern South32 in the pursuit of its strategy and the conduct of its business. I hope and believe the many lessons I've learned from inside and outside the resources sector, including my experience in governance, people and leadership and management, global business operations and strategy can continue to assist the prosecution of that role. I've had a career in education, the law and business. I retired from executive life in 2014 after a long stint with BHP. During which time, I held roles in governance, human resources and corporate affairs. In addition to my role with South32, I serve as a Nonexecutive Director of Djerriwarrh Investments Limited. This year has demonstrated the commitment and resilience of South32. I hope with your support to continue my work to promote and protect your interests as shareholders. Thank you.

Wayne Osborn

executive
#47

Thank you, Karen. We have received no questions in advance of the meeting on this item. [ Rebecca ], have you received any questions?

Unknown Executive

executive
#48

There are no questions on this item.

Wayne Osborn

executive
#49

Thank you. Please enter your vote on Resolution 2d now. We have the summary of proxies received for this resolution on display now. [Voting]

Wayne Osborn

executive
#50

Thank you. I will now hand the meeting back to Karen.

Karen Wood

executive
#51

Many thanks, Wayne. May I, again, recognize the considerable contribution that each of Frank, Xiaoling and Futhi make to the work of the Board. You can be confident in their commitment to our company, and we're fortunate to have all three. It gives me pleasure now to move to Resolution 3, which relates to the election of Mr. Guy Lansdown as a director of the company. Guy joined the Board in December of last year. You may recall that at last year's meeting, I told shareholders that we were well advanced on a search for a director who could supplement our skills in large project development, particularly in the Americas. This followed the acquisition of development options held by your company in that part of the world. I'm delighted to say that Guy's background and experience fitted that bill. He's a civil engineer with extensive mining experience. He has expertise in early and late-stage green and brownfield project development and delivery around the world, particularly in the Americas. Although he has been with us only a short time, his contribution has been highly regarded by the Board. Fortunately, he did manage to visit a number of our operations and spend time with his Board colleagues before COVID-19 intervened. As with all directors, Guy participated in the externally facilitated review and in the review by the Board in anticipation of this resolution for his election. The Board is delighted to recommend that shareholders vote in favor of the election of Mr. Guy Lansdown as a director of the company. And I'll now go to you, Guy, if I may, to say a few words.

Guy Lansdown

executive
#52

Good afternoon, everyone. I would like to be in Perth for this AGM to meet with some of our shareholders, but that will have to wait until another time. Instead, I am attending today from my home in Mexico. Since joining the South32 Board in December 2019, I have had the opportunity to complete a comprehensive induction to the Board and to the company. In addition to my fellow directors, I have met many of our senior leaders and visited a number of our operations. While travel has been restricted by COVID-19, I have been able to receive briefings from key areas of the business using digital technology. I have also been appointed to 3 board committees, Nomination and Governance, Risk and Audit and Sustainability. Today, I am seeking your support for my election as a director. I am a civil engineer with over 35 years' experience in project development and mining. Most recently, I was Executive Vice President Discovery and Development at Newmont Mining Corporation, where I led Newmont's exploration and major project development. During my 20-year career with Newmont, I lived and worked in various locations, including the U.S.A., Australia and Peru. I've also worked in North and South America, Asia and Africa in prior roles, including as an Associate and Projects Manager at Knight Piesold in the U.S.A. as well as Director of Projects at Group Five in South Africa. Collectively, this has given me global business skills and strategic leadership experience. I also have extensive experience in health, safety, environment and community, mining, capital projects, early- and late-stage greenfield and brownfield project development and delivery and a strong technical background. Currently, I am also President and Director of a U.S. consulting company, Project Excellence, Inc., which offers a range of services, including strategic planning, project development, organizational design and independent project reviews. I'm also President and Director of 2 charities, Un Futuro Mejor Inc. and Fundación Lansdown A.C., which provide opportunities for disadvantaged youth in Mexico to reach their full potential. It's been an honor to have been appointed to the South32 Board, and I hope to continue that work with your support today. Thank you.

Karen Wood

executive
#53

Thanks, Guy. We didn't receive any questions in advance of the meeting on this item. But [ Rebecca ], do you have any?

Unknown Executive

executive
#54

There are no questions on this item. Thanks.

Karen Wood

executive
#55

Thank you. So could I please ask you now to enter your vote on Resolution 3. Again, we have the summary of proxies received on this item on display now. [Voting]

Karen Wood

executive
#56

I'll now move, if I may, to Item 4 of the notice of meeting, which refers to the adoption of the remuneration report for the year ended June 30, 2020. Under the Corporations Act, listed companies are required to provide a remuneration report. This report is on Pages 66 to 87 of the annual report. The vote for the remuneration report is advisory only. However, the Board values the input from our shareholders, and we'll continue to take the outcome of the vote into account when determining the company's approach to remuneration. The Board is committed to a remuneration philosophy and a framework that supports the implementation and achievement of our strategy and our business objectives. Our approach to remuneration aligns activities and behaviors of executives with the longer-term interests of our shareholders. Our reward framework is sufficiently flexible to enable the Board to reward executives for delivering strong performance in areas within their control, while ensuring that overall reward outcomes are appropriate in years where the shareholder experience does not reflect the underlying operating performance. This was true for the 2020 financial year. And the shareholder experience was a key consideration in determining remuneration outcomes. Our business scorecard guides short-term incentives for our executives. And despite strong operating performances and above target cost outcomes, the scorecard fell marginally short of target. The Board considered the fatality I spoke of earlier, the impact of the global economic environment on our financial performance and the experience of our shareholders. The Board then exercised its discretion to apply a business modifier for short-term incentive outcomes reducing them to between 42% and 51% of the maximum. Our FY '21 short-term incentive scorecard will continue to focus our executives and colleagues across the globe on our business priorities in response to COVID-19. The long-term incentive is the component of executive remuneration, most closely linked to the shareholder experience. It rewards executives for delivering shareholder returns that exceed peer benchmarks. Just as shareholders were impacted by the drop in share price, executives were impacted because the long-term incentive plan did not meet the threshold levels of performance that were required for vesting. One of the proxy advisers recommended that shareholders vote against the company's remuneration report and the proposed grant of long-term awards to the Chief Executive Officer. While we acknowledge the proxy advisers play an important role in advising their clients on resolutions, we're pleased that the majority of proxy advisers recommended a vote in favor of all resolutions at this meeting. And that many of our shareholders are supportive. We will, however, take on board, shareholder feedback and consider how we may address concerns.

Karen Wood

executive
#57

We do have one question lodged ahead of the meeting in relation to remuneration. So I'm going to go to that question now before asking [ Rebecca ] if there are anymore, and let me read it to you. It's from [ Ms. Celestine Ecrik ], who says the structure to reward key management personnel with short-term incentives and long-term incentives is flawed. Please repeal these yardsticks and reward the ordinary shareholders with either rights issues or bonus shares. The upper management is already well rewarded. [ Ms. Ecrik ], thank you for your input. These sorts of comments are always important to us as we think about the structure of remuneration. And I hope you'll accept my assurance when I say to you that we take our obligation to ensure that we put in place a remuneration structure that serves the interest of all of our shareholders very seriously under the leadership of Wayne Osborn, who chairs our Remuneration Committee. We think the structure does that. We think that it does set remuneration at a competitive level. As you know, we operate in a global environment. But it is a small sector where the competition for the kind of talent we have at South32 is fierce. So it's important that we keep that competitive lens on how we structure it. We do have a weighting in our remuneration framework towards at-risk remuneration, meaning that we are assessing performance under the short-term incentive plan each year. And you've heard reference earlier in proceedings today about the adjustment we made to the outcomes under the short-term incentive plan, notwithstanding some pretty terrific achievements by the team, not least of which were the way in which they've handled this really difficult health issue around all of our operations. But nevertheless, we did adjust the short-term incentive by bringing it down by 30%. That means that Graham's short-term incentive was 42% of the maximum. And as I also mentioned, the long-term incentive plan did not vest because we didn't meet threshold, which, of course, aligns with the experience that our shareholders have had this year. I mean on the question of returns to ordinary shareholders. I guess what I'd just like to say is that since the formation of South32, the company has returned almost $3 billion to shareholders through either ordinary dividends, special dividends or buyback. And as we think about allocating capital, ensuring that our shareholders participate and enjoy the fruits of the business is absolutely uppermost in our mind. But again, let me come back and say thank you for your input. They are important considerations for us to take on board, and I assure you, we will. [ Rebecca ], over to you if there are any other questions.

Unknown Executive

executive
#58

There are no further questions on Resolution 4.

Karen Wood

executive
#59

Thanks, [ Rebecca ]. I'll now ask you to record your vote, please, on Item 4. And again, the proxies are on the screen. But let me just make reference to the voting restrictions on this item that are set out in the notice of meeting. [Voting]

Karen Wood

executive
#60

Thank you. I'll now move, if I may, to Item 5, which is the grant of awards to our Chief Executive, and we are asking shareholders for approval. While shareholder approval is actually not a requirement for this item because we intend to source the shares from the market, the Board nevertheless believes it's appropriate to get shareholder approval in the interest of both transparency and good governance. The rights relate to Graham's long-term incentive for the 2021 financial year and the deferred equity component of his short-term incentive award for the 2020 financial year. This year, we've made a change to the terms on which the grant is made to reflect prevailing conditions. As the grant price for the FY '21 long-term incentive is substantially lower than last year, the Board determined to impose a cap on the value that might be paid in the event the shares vest. That cap means that the maximum value the Chief Executive may receive from the FY '21 plan will be limited to twice the face value of the award at grant. This is to ensure that executives don't receive a windfall gain from the pandemic impacted share price at the start of the performance period. We don't have any questions lodged in advance of the meeting on this item. But [ Rebecca ], do you have any questions?

Unknown Executive

executive
#61

There are no questions.

Karen Wood

executive
#62

Thank you. So could I ask you now, please, to enter your vote on Resolution 5. Again, this item has some voting restrictions for the resolution, and they're set out in the notice of meeting. And once again, the summary of proxies received for this resolution are now on the screen. [Voting]

Karen Wood

executive
#63

Let me now move to Resolution 6. The purpose of this resolution is to seek shareholder approval for the renewal of the proportional takeover provisions contained in Rule 6 of the company's constitution. These provisions came into effect when the company's constitution was adopted in March 2015 and were last renewed by shareholders in 2017. The relevant provisions are intended to allow shareholders to vote on any takeover bids received by the company that are only for a proportion of the company's shares. Unless the majority of shareholders support such a bid under the company's constitution, the transfer of shares would not be able to proceed. This protection is intended to make sure that effective control of the company does not pass without someone making a full bid for the company or otherwise paying an adequate premium to our shareholders. The proposed provisions are identical to the existing provisions. The Board considers that the potential advantages of these provisions for shareholders outweigh the potential disadvantages. This is a special resolution and therefore requires approval of 75% or more of the votes cast by shareholders. We haven't received any questions in advance of the meeting. But [ Rebecca ], do you have any questions?

Unknown Executive

executive
#64

We have received no questions.

Karen Wood

executive
#65

Thank you. So could I ask you now please to enter your vote on Resolution 6. And once again, see the summary of proxies on the screen. [Voting]

Karen Wood

executive
#66

Thank you. Could I just pause for a moment to see if there are any further questions from shareholders before we close the meeting. [ Rebecca ], do you have anything?

Unknown Executive

executive
#67

There are no more questions.

Karen Wood

executive
#68

Thank you. Can I just remind you then, if you haven't already done so, please enter your votes using the Lumi platform that Nicole talked us through earlier in the meeting. And let me now declare the poll closed. The results of the poll will be released to relevant exchanges and published on the company's website as soon as possible. My final task is to thank you, our shareholders and our guests for your attendance today and your participation in this new format. This brings us to the end of the 2020 Annual General Meeting. And on behalf of the whole Board, all of my fellow Directors, I do want to thank you for joining us today. We look forward to your continued support in the coming year and sincerely hope that we can be together in person next year. I now declare the meeting closed.

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