SETTING THE GLOBAL STANDARD BHP BILLITON LAUNCHES ITS MARKET-LEADING ALL EMPLOYEE GLOBAL SHARE PLAN CASE STUDY FACTS BHP Billiton is the world s largest diversified resources company, with over 38,000 employees working in more than 100 operations across 30 countries. In April 2007, the company launched its first all employee global share plan, Shareplus, a global purchase and matching plan that gives employees the opportunity to share in BHP Billiton s success. CRITICAL ACTION In just six months from concept to delivery, the plan was successfully launched on time. Employees across the world were given the opportunity to contribute money to purchase shares and receive matched shares. 22,000 employees received information using Computershare s email broadcast system. Computershare also personalised, printed and mailed an additional 16,000 offer packs which were sent to employees without email addresses. Enrolment was offered to all employees using Computershare s multilingual plan members website and Interactive Voice Response (IVR) system. RESULTS By the end of the initial offer period, over 30% of BHP Billiton s employees had joined the plan and shares will be purchased over four stock exchanges across the world. This is the first opportunity for employees to join, and BHP Billiton is looking forward to being able to increase participation with each offer period. This was a huge and complex project, and to have launched the plan within the time frame is a fantastic achievement. Every member of the Computershare team provided a first-class service and I have received positive feedback from employees., Share Plans Manager, BHP Billiton To find out more about the project, read on CPMCS0004v1F CERTAINTY INGENUITY ADVANTAGE
THE BACKGROUND, OBJECTIVES AND PLANNING BHP Billiton maintains primary listings on the Australian Stock Exchange (through BHP Billiton Limited) and the London Stock Exchange (through BHP Billiton Plc), along with a secondary listing on the Johannesburg Stock Exchange (through BHP Billiton Plc) and an American Depositary Receipt listing on the New York Stock Exchange., Share Plans Manager at BHP Billiton, comments on why they decided to create and implement a global employee share plan: Our primary objective is to be the company of choice for our employees and to create sustainable value for our shareholders, employees, contractors, suppliers, customers, business partners and host communities. Achieving this objective requires us to recruit, develop and retain talented and motivated employees who share our vision and values. An effective share plan is the ideal way to do this. HOW THE PLAN WAS DESIGNED First, we decided on our principal objectives for introducing a global employee share plan: > Tax neutral. > No qualifying length of service required. THE INVITATION TO JOIN > Annual contribution limit, currently USD $5,000. > Minimum contribution USD $1 per pay period. > Contributions deducted each pay period from after-tax salary via payroll. Alternative contribution arrangements made in countries where payroll deductions are prohibited. > Employees make contributions in their own salary currency. USD limit converted to all salary currencies using a fixed exchange rate. The limit is the same for all employees. On 2 April 2007, Computershare, using its global email broadcast system, communicated the launch of the plan to all employees with email addresses. Throughout a 12-hour period and using a follow the sun strategy across the world, Computershare sent emails in five languages to 22,000 employees. These emails provided a unique Enrolment ID, PIN and links to all communication documents through Computershare s plan member site and BHP Billiton s own intranet site. 16,000 employees without an email address were sent a hard-copy invitation pack. > Quarterly purchase of shares (Acquired Shares). > Shares purchased on four stock exchanges linked to employing company and location of employee. > Holding period of three years. BHP Billiton awards Matched Shares on a 1:1 basis at the end of the holding period. > Employees free to sell all or a proportion of their Acquired Shares during the holding period, but they lose the right to receive Matched Shares in respect of those sold. > Two enrolment opportunities per annum. > Favourable leaver treatment for certain events (i.e. redundancy). Immediate match of shares. THE BRANDING OF THE PLAN Global enrolment poses significant challenges on how best to offer a share plan programme for different types of people located in different parts of the world. The solution that BHP Billiton developed with Computershare, its global administrator, recognises that technology can provide the answer but that it needs to be utilised in different ways for different situations. All documentation created by Computershare, both electronic and printed, adhered to the BHP Billiton brand. >> BHP Billiton was created through the dual listing company merger of BHP Limited (now BHP Billiton Limited) and Billiton Plc (now BHP Billiton Plc) in June 2001. The two entities continue to exist as separate companies, but operate as a combined group known as BHP Billiton. The global headquarters of the BHP Billiton Group is located in Melbourne, Australia. BHP Billiton Plc is located in London, UK. Both companies have identical boards of directors and are run by a unified management team. Shareholders in each company have equivalent economic and voting rights in the BHP Billiton Group as a whole. JOINING THE PLAN THE KEY ELEMENTS OF THE SHAREPLUS PLAN To ensure that HR and payroll teams were trained to roll out Shareplus in their jurisdictions, presentations and global audio calls were established prior to the launch. The objective was that employees of every country could identify the brand colours, fonts and logos, and emotionally link to BHP Billiton in order to maximise take-up. > INTERNET ENROLMENT COUNTRIES WHERE SHAREPLUS IS OFFERED TO ELIGIBLE EMPLOYEES For employees who have internet access and an email address Kazakhstan Mongolia Russia Computershare provides a multilingual global web enrolment function that forms part of the existing web service to executive share plan participants. > Alignment of employees interests with shareholders > A common benefit for all employees regardless of where they are located, the role they perform or the business in which they work The Netherlands > To make our global plan a key component in remuneration packages, to attract and retain employees. > TELEPHONE ENROLMENT Belgium To achieve these objectives, we knew our plan had to be easy to understand and simple to administer. A small project team was set up in the UK consisting of staff from BHP Billiton, Computershare and Pricewaterhouse Coopers (PWC), to assist with the plan s global legal and tax issues. Based on the objectives, we largely designed the plan ourselves, taking guidance from Computershare and PWC on their specific areas of expertise. We felt it was important for employees to be able to actively contribute towards the plan, as opposed to simply offering them free shares. In return for this commitment, and to retain employees, BHP Billiton will give employees one free share for each share they purchase and hold for a three-year period. access or who feel uncomfortable using a computer United Kingdom Switzerland Canada France USA Japan Trinidad & Tobago The project team weighed up the pros and cons of utilising locally approved plans where tax relief was possible, but we decided against this as it would not meet the objective of providing the same benefit across every business and country in which BHP Billiton operates. It also risked complicating the plan communications, as every country would have required a tailored version. We wanted to provide complete transparency to employees and to ensure that every employee, no matter what role they performed, country in which they were located or business for which they worked, received a common benefit. In the end, we decided that one global share purchase plan was the best way to deliver all our objectives. In jurisdictions where it is not possible or practical to offer securities, a Shareplus Cash Plan was implemented, offering mirror benefits to the Shareplus Share Plan. South Korea Algeria Pakistan Suriname Philippines Colombia Indonesia India Guinea It is unusual for a global company to introduce a single uniform plan, with neutral tax implications, and to offer identical terms across so many jurisdictions and to so many employees. The ground-breaking approach ensures that every BHP Billiton employee, irrespective of role or location, has the right to enjoy exactly the same benefits. Congo Singapore > PAPER ENROLMENT access or a telephone Mozambique Angola Peru Brazil Chile South Africa A fully functional, state-of-the-art multilingual Interactive Voice Response (IVR) telephone enrolment function has been developed, allowing eligible employees to join Shareplus. Computershare provides toll-free numbers where available, all directed to a single enrolment platform. Employees are able to use the IVR service by entering their Computershare Enrolment ID. The IVR system also contains a comprehensive Q&A function, in five languages, designed to assist employees with frequently asked questions. Australia For those employees where BHP Billiton does not hold an email address, Computershare issues paper communications, including application forms, to be sent to Human Resources teams for onward dispatch. This does not prevent these employees from applying via electronic means.
THE KEY ELEMENTS OF THE SHAREPLUS PLAN JOINING THE PLAN > Tax neutral. > No qualifying length of service required. > Annual contribution limit, currently USD $5,000. > Minimum contribution USD $1 per pay period. > Contributions deducted each pay period from after-tax salary via payroll. Alternative contribution arrangements made in countries where payroll deductions are prohibited. > Quarterly purchase of shares (Acquired Shares). > Holding period of three years. BHP Billiton awards Matched Shares on a 1:1 basis at the end of the holding period. > Employees make contributions in their own salary currency. USD limit converted to all salary currencies using a fixed exchange rate. The limit is the same for all employees. > Shares purchased on four stock exchanges linked to employing company and location of employee. > Employees free to sell all or a proportion of their Acquired Shares during the holding period, but they lose the right to receive Matched Shares in respect of those sold. THE INVITATION TO JOIN On 2 April 2007, Computershare, using its global email broadcast system, communicated the launch of the plan to all employees with email addresses. Throughout a 12-hour period and using a follow the sun strategy across the world, Computershare sent emails in five languages to 22,000 employees. These emails provided a unique Enrolment ID, PIN and links to all communication documents through Computershare s plan member site and BHP Billiton s own intranet site. 16,000 employees without an email address were sent a hard-copy invitation pack. To ensure that HR and payroll teams were trained to roll out Shareplus in their jurisdictions, presentations and global audio calls were established prior to the launch. THE BRANDING OF THE PLAN All documentation created by Computershare, both electronic and printed, adhered to the BHP Billiton brand. Global enrolment poses significant challenges on how best to offer a share plan programme for different types of people located in different parts of the world. The solution that BHP Billiton developed with Computershare, its global administrator, recognises that technology can provide the answer but that it needs to be utilised in different ways for different situations. >> > Two enrolment opportunities per annum. > Favourable leaver treatment for certain events (i.e. redundancy). Immediate match of shares. The objective was that employees of every country could identify the brand colours, fonts and logos, and emotionally link to BHP Billiton in order to maximise take-up. COUNTRIES WHERE SHAREPLUS IS OFFERED TO ELIGIBLE EMPLOYEES The Netherlands Kazakhstan Mongolia Russia > INTERNET ENROLMENT For employees who have internet access and an email address Computershare provides a multilingual global web enrolment function that forms part of the existing web service to executive share plan participants. Belgium > TELEPHONE ENROLMENT United Kingdom access or who feel uncomfortable using a computer Canada USA It is unusual for a global company to introduce a single uniform plan, with neutral tax implications, and to offer identical terms across so many jurisdictions and to so many employees. The ground-breaking approach ensures that every BHP Billiton employee, irrespective of role or location, has the right to enjoy exactly the same benefits. Colombia Peru Switzerland France Trinidad & Tobago Algeria Suriname Guinea Congo Angola Brazil Chile South Africa Pakistan Mozambique India Singapore Japan South Korea Philippines Indonesia Australia A fully functional, state-of-the-art multilingual Interactive Voice Response (IVR) telephone enrolment function has been developed, allowing eligible employees to join Shareplus. Computershare provides toll-free numbers where available, all directed to a single enrolment platform. Employees are able to use the IVR service by entering their Computershare Enrolment ID. The IVR system also contains a comprehensive Q&A function, in five languages, designed to assist employees with frequently asked questions. > PAPER ENROLMENT access or a telephone For those employees where BHP Billiton does not hold an email address, Computershare issues paper communications, including application forms, to be sent to Human Resources teams for onward dispatch. This does not prevent these employees from applying via electronic means.
EFFECTIVELY COMMUNICATING SHAREPLUS In the first instance, employees needed to understand the basic concept of what was on offer this was key to getting buy-in. They needed to know when and how to join, what they were buying, what potential returns could be made and what the tax implications were. Due to the huge numbers of staff involved in many different countries, it was decided that the communication strategy would encompass information the employees could access themselves and information the Human Resources (HR) community could roll out. This was the first time that the merged companies, BHP and Billiton, had launched an all employee initiative and it was imperative that the mechanics and communications were transparent, so that enrolling was easy and that the deadlines for submitting applications were clear. This in turn would drive understanding and maximise take-up. Example of Shareplus document > HR Toolkit Comprising a presentation with country-specific examples, posters, a brochure and a Q&A booklet. > Briefings to HR These sessions explained how Shareplus worked, the timeline for launch and provided an opportunity to answer their questions. > Employee briefings Prior and during the launch period, HR rolled out employee briefings. > Shareplus intranet site An internal site for eligible employees. Each business is encouraged to provide a link from their home page to the site. Tax summary table from Employee Plan Invitation Pack > Shareplus internet site Computershare s multilingual website for employee plan members, where the Shareplus documentation can also be accessed. > Two dedicated email addresses These enable employees to email any queries, comments and feedback directly to BHP Billiton s Share Plan Manager and the Computershare team. > Employee Plan invitation pack This pack is available electronically on both sites, and paper packs are sent to those employees without email addresses. The pack includes the Shareplus brochure, Q&A booklet, tax summaries, and terms and enrolment guide. > Translation For those employees who do not speak English as their first language, every document and website is available in four additional languages: Dutch, French, Latin American Spanish and Brazilian Portuguese. Shareplus multilingual website > Dedicated call centre support A global 24-hour, five-daysa-week service is provided using Computershare call centres in Bristol (UK), Melbourne (Australia) and New Jersey (USA). The innovative use of media, language and delivery methodology delivers a single global plan that meets all BHP Billiton s key corporate objectives.
Computershare is a global leader in share registration, employee equity plans, proxy solicitation and other specialised financial and communication services. Many of the world s largest companies employ our innovative solutions to maximise the value of their relationships with investors, employees, customers and members. For more details, please contact Carole Carrington Business Solutions Consultant carole.carrington@computershare.co.uk Phone +44 (0) 870 703 6021 Mobile +44 (0) 7711 136 722 www.computershare.com Computershare Investor Services PLC is authorised and regulated by the Financial Services Authority and is registered in England & Wales, Company No. 3498808. Registered office: The Pavilions, Bridgwater Road, Bristol BS13 8AE.