Annual General Meeting Annual General Meeting Originally issued by - - PowerPoint PPT Presentation

Annual General Meeting Annual General Meeting

Originally issued by BHP Steel. On 17 November 2003 BHP Steel became BlueScope Steel Limited.

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Page 3

Board of Directors Board of Directors

GRAHAM KRAEHE

Chairman

GRAHAM KRAEHE

Chairman

RON MCNEILLY

Deputy Chairman

RON MCNEILLY

Deputy Chairman

KIRBY ADAMS

MD & CEO

KIRBY ADAMS

MD & CEO

JOHN CRABB

Non-Executive Director

JOHN CRABB

Non-Executive Director

DIANE GRADY

Non-Executive Director

DIANE GRADY

Non-Executive Director

KEVIN McCANN

Non-Executive Director

KEVIN McCANN

Non-Executive Director

PAUL RIZZO

Non-Executive Director

PAUL RIZZO

Non-Executive Director

TAN YAM PIN

Non-Executive Director

TAN YAM PIN

Non-Executive Director

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Chairman’s Address Chairman’s Address

Page 6

Share price performance since public listing Share price performance since public listing

200 BSL ASX 100 180 160 100 120 Base = 100 140 80 60 15-Jul 26-Aug 7-Oct 18-Nov 30-Dec 10-Feb 24-Mar 5-May 16-Jun 28-Jul 15-Sep 10-Nov

Page 7

FY2003 – A Very Good Start for BSL FY2003 – A Very Good Start for BSL

• Revenue

$5.3 billion First time above $5.0 billion.

• Despatches

6.8 million metric tonnes Record shipments.

• Net Profit After Tax

$452 million

• Earnings Per Share

57.1¢

• Dividends / Shares

22¢ Fully Franked Scheme Booklet Forecast was 20¢ 0/40% Franking.

• Special Dividend

7¢ Fully Franked

• Return on Invested Capital

14.5%

• Net Cash Flow

$598 million

• Buyback (30 June 2003)

8.3 million shares 27 August 2003 21.9 million shares.

• Debt Reduced

By $540 million To $168 million.

• Gearing (net debt)

2.4%

• Revenue

$5.3 billion First time above $5.0 billion.

• Despatches

6.8 million metric tonnes Record shipments.

• Net Profit After Tax

$452 million

• Earnings Per Share

57.1¢

• Dividends / Shares

22¢ Fully Franked Scheme Booklet Forecast was 20¢ 0/40% Franking.

• Special Dividend

7¢ Fully Franked

• Return on Invested Capital

14.5%

• Net Cash Flow

$598 million

• Buyback (30 June 2003)

8.3 million shares 27 August 2003 21.9 million shares.

• Debt Reduced

By $540 million To $168 million.

• Gearing (net debt)

2.4%

Page 8

Strong financial performance across all segments Strong financial performance across all segments

97 12 57 71 471 44 119 84

100 200 300 400 500

FY02 FY03

Hot Rolled Products New Zealand Steel Coated Products Australia Coated Products Asia

A$ Millions

• PKSW
• Slab
• HRC
• Plate
• NSBHP (50%)
• Castrip
• PKSW
• Slab
• HRC
• Plate
• NSBHP (50%)
• Castrip

+386% +267% +109% +18% EBIT Growth

Return on Net Assets (Pre-Tax)

25.7% 10% 9.3% 18.9%

Page 9

Hot Rolled Products Hot Rolled Products

Page 10

North Star BHP Steel – Delta, Ohio North Star BHP Steel – Delta, Ohio

# 1:

Customer Satisfaction Quality Delivery

# 1:

Customer Satisfaction Quality Delivery

Page 11

Strong financial performance across all segments Strong financial performance across all segments

97 12 57 71 471 44 119 84

100 200 300 400 500

FY02 FY03

+267%

Hot Rolled Products New Zealand Steel Coated Products Australia Coated Products Asia

A$ Millions

EBIT Growth +386% +109% +18%

Return on Net Assets (Pre-Tax)

25.7% 10% 9.3% 18.9%

Page 12

New Zealand Steel New Zealand Steel

Page 13

Strong financial performance across all segments Strong financial performance across all segments

97 12 57 71 471 44 119 84

100 200 300 400 500

FY02 FY03

+267% +109%

Hot Rolled Products New Zealand Steel Coated Products Australia Coated Products Asia

A$ Millions

• Western Port
• Springhill
• Packaging

Products

• Service Centres
• Lysaght
• Western Port
• Springhill
• Packaging

Products

• Service Centres
• Lysaght

+386% +18% EBIT Growth

Return on Net Assets (Pre-Tax)

25.7% 10% 9.3% 18.9%

Page 14

Coated Products Australia Coated Products Australia

Page 15

Strong financial performance across all segments Strong financial performance across all segments

97 12 57 71 471 44 119 84

100 200 300 400 500

FY02 FY03

+18%

Hot Rolled Products New Zealand Steel Coated Products Australia Coated Products Asia

A$ Millions

+386% +267% +109% EBIT Growth

Return on Net Assets (Pre-Tax)

25.7% 10% 9.3% 18.9%

Page 16

Guangzhou Stadium - China Guangzhou Stadium - China

Page 17

FY2003 – A Very Good Start for BSL FY2003 – A Very Good Start for BSL

• Revenue

$5.3 billion First time above $5.0 billion.

• Despatches

6.8 million metric tonnes Record shipments.

• Net Profit After Tax

$452 million

• Earnings Per Share

57.1¢

• Dividends / Shares

22¢ Fully Franked Scheme Booklet Forecast was 20¢ 0/40% Franking.

• Special Dividend

7¢ Fully Franked

• Return on Invested Capital

14.5%

• Net Cash Flow

$598 million

• Buyback (30 June 2003)

8.3 million shares 27 August 2003 21.9 million shares.

• Debt Reduced

By $540 million To $168 million.

• Gearing (net debt)

2.4%

• Revenue

$5.3 billion First time above $5.0 billion.

• Despatches

6.8 million metric tonnes Record shipments.

• Net Profit After Tax

$452 million

• Earnings Per Share

57.1¢

• Dividends / Shares

22¢ Fully Franked Scheme Booklet Forecast was 20¢ 0/40% Franking.

• Special Dividend

7¢ Fully Franked

• Return on Invested Capital

14.5%

• Net Cash Flow

$598 million

• Buyback (30 June 2003)

8.3 million shares 27 August 2003 21.9 million shares.

• Debt Reduced

By $540 million To $168 million.

• Gearing (net debt)

2.4%

Page 18

BHP Steel Thailand – 11 million hours LTI-free BHP Steel Thailand – 11 million hours LTI-free

Change in Shareholder Base Change in Shareholder Base

Page 20

Board of Directors Board of Directors

Corporate Governance Corporate Governance

Remuneration Strategy Remuneration Strategy

Current Trading and Outlook Current Trading and Outlook

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Annual General Meeting

Graham Kraehe Chairman 12 November 2003

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Page 26

Factors contributing to our performance Factors contributing to our performance

• Your company’s integrity
• Our operational performance
• Our strategy
• Your company’s integrity
• Our operational performance
• Our strategy

Page 27

Our Bond – BHP Steel’s ‘Charter’ Our Bond – BHP Steel’s ‘Charter’

We and our customers proudly bring inspiration, strength and colour to communities with BHP Steel. Our customers are our partners. Our success depends on our customers and suppliers choosing us. Our strength lies in working closely with them to create value and trust, together with superior products, service and ideas. Our people are our strength. Our success comes from our people. We work in a safe and satisfying environment. We choose to treat each other with trust and respect and maintain a healthy balance between work and family life. Our experience, teamwork and ability to deliver steel inspired solutions are our most valued and rewarded strengths. Our shareholders are our foundations. Our success is made possible by the shareholders and lenders who choose to invest in us. In return, we commit to continuing profitability and growth in value, which together, make us all stronger. Our communities are our homes. Our success relies on communities supporting our business and products. In turn, we care for the environment, create wealth, respect local values and encourage involvement. Our strength is in choosing to do what is right. We and our customers proudly bring inspiration, strength and colour to communities with BHP Steel. Our customers are our partners. Our success depends on our customers and suppliers choosing us. Our strength lies in working closely with them to create value and trust, together with superior products, service and ideas. Our people are our strength. Our success comes from our people. We work in a safe and satisfying environment. We choose to treat each other with trust and respect and maintain a healthy balance between work and family life. Our experience, teamwork and ability to deliver steel inspired solutions are our most valued and rewarded strengths. Our shareholders are our foundations. Our success is made possible by the shareholders and lenders who choose to invest in us. In return, we commit to continuing profitability and growth in value, which together, make us all stronger. Our communities are our homes. Our success relies on communities supporting our business and products. In turn, we care for the environment, create wealth, respect local values and encourage involvement. Our strength is in choosing to do what is right.

Page 28

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 29

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 30

Safety – World class performance Safety – World class performance

1.8 2.7 3.4 4 3.7 4.8 8 16 29 35 33 14 5 10 15 20 25 30 35 40 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003

Further 30% improvement in Lost Time Injury Frequency Rate . . . Our Goal is Zero Harm Further 30% improvement in Lost Time Injury Frequency Rate . . . Our Goal is Zero Harm

Injuries resulting in lost time per million man-hours worked

Average LTIFR in NSW manufacturing sector 2001

* Includes contractors from 1996

Page 31

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 32

Caring for the environment Caring for the environment

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Page 34

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 35

Delivery performance – Iron & Slabmaking Delivery performance – Iron & Slabmaking

50% 75% 100% 00/01 01/02 02/03 Q104

% on-time delivery % on-time delivery

Page 36

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 37

Our operational performance Our operational performance

• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets
• 1. Leadership
• 2. Business excellence
• 3. Customer engagement
• 4. Employee motivation / incentives
• 5. Improved global markets

Page 38

Increase in world steel consumption Increase in world steel consumption

5.8 6.4 6.6 2.1 52 53 51 17

TOTAL WORLD

3.0 1.2 2.4 (2.7) 19 7 14 (16)

WORLD ex China

% change tonnes change (mmt) 12.8 21.7 21.3 23.3 33 46 37 33

China

2004e 2003e 2002 2001 2004e 2003e 2002 2001

REGION Source: International Iron & Steel Institute

Page 39

Factors contributing to our performance Factors contributing to our performance

• Your company’s integrity
• Our operational performance
• Our strategy
• Your company’s integrity
• Our operational performance
• Our strategy

Page 40

Geographic footprint Geographic footprint

Indonesia Metal Coating 90kt Painting 25kt +25kt Western Port Hot Rolling 1.43mt Cold Rolling 1.0mt MC (3 lines) 830kt +58kt Painting (2 lines) 330kt +23kt Brisbane Painting 88kt New Zealand Ironsand Mining Raw Steel 625kt Hot Rolling 750kt Cold Rolling360kt Metal Coating 210kt +24kt Painting 60kt

North Star JV Hot Rolling 1.62mt (100%) Castrip JV

Vietnam MC 125kt Painting 50kt Asia / Pacific 23 Roll Forming Sites Thailand Cold Rolling 300kt Metal Coating 175kt Painting 90kt Port Kembla / Springhill Raw Steel 5.1mt Hot Rolling 2.4mt Plate 320kt Cold Rolling 930kt Tinplate/Blackplate 450kt MC (3 lines) 750kt +34kt PL (2 lines) 193kt +50kt Malaysia Metal Coating 160kt Painting 70kt Australia 7 Service Centres 17 Roll Forming Sites

Page 41

Strategy: Growing our downstream business Strategy: Growing our downstream business

Slab Slab Hot Rolled Coil, Plate Cold Rolled Painted Painted Roll- forming Roll- forming Metallic Coated Solutions* Metallic Coated Solutions*

CURRENT FUTURE

* Solutions can incorporate any product, not just rollformed

Illustrative

Internal transfers External sales External Purchases Growth in internal transfers

Hot Rolled Coil, Plate Cold Rolled

Annual General Meeting

Kirby Adams Managing Director & CEO November 2003

Annual General Meeting

Kirby Adams Managing Director & CEO November 2003

Page 43

World-class steelmakers World-class steelmakers

• 1. POSCO (South Korea)
• 2. Nucor (USA)
• 3. Baosteel (China)
• 4. Tata Steel (India)
• 5. BHP Steel
• 6. Gerdau (Brazil)
• 7. Severstal (Russia)
• 8. CST (Brazil)
• 9. China Steel (Taiwan)

10.Nippon Steel (Japan)

• 1. POSCO (South Korea)
• 2. Nucor (USA)
• 3. Baosteel (China)
• 4. Tata Steel (India)
• 5. BHP Steel
• 6. Gerdau (Brazil)
• 7. Severstal (Russia)
• 8. CST (Brazil)
• 9. China Steel (Taiwan)

10.Nippon Steel (Japan)

• 11. SDI (USA)
• 12. Anshan Steel (China)
• 13. JFE (Japan)
• 14. CSN (Brazil)
• 15. Dofasco (Canada)
• 16. Sha-gang (China)
• 17. Arcelor (E.U.)
• 18. LNM Group
• 19. U.S. Steel (USA)
• 20. Thyssen/Krupp (Germany)
• 11. SDI (USA)
• 12. Anshan Steel (China)
• 13. JFE (Japan)
• 14. CSN (Brazil)
• 15. Dofasco (Canada)
• 16. Sha-gang (China)
• 17. Arcelor (E.U.)
• 18. LNM Group
• 19. U.S. Steel (USA)
• 20. Thyssen/Krupp (Germany)

Source: World Steel Dynamics, June 2003

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Annual General Meeting

Kirby Adams Managing Director & CEO 12 November 2003

Annual General Meeting Formal Business Annual General Meeting Formal Business

Page 46

Resolution 1 Resolution 1

Receiving and Considering Accounts and Reports Receiving and Considering Accounts and Reports

Page 47

Resolution 2 Resolution 2

Election of Directors Election of Directors

Page 48

Election of Directors Election of Directors

Mr Kevin McCann retires in accordance with the Company’s Constitution, and being eligible, offers himself for re-election. Mr Kevin McCann retires in accordance with the Company’s Constitution, and being eligible, offers himself for re-election.

KEVIN McCANN KEVIN McCANN

Page 49

Resolution 2 (a) Resolution 2 (a)

To re-elect Mr H K McCann as a Director To re-elect Mr H K McCann as a Director

Number of shares % FOR 264,071,221 87.24 AGAINST 5,193,401 1.72 DISCRETIONARY* 33,444,533 11.05 100%

* The number of the Chairman’s discretionary proxy votes are 32,481,317 (10.73%) * The number of the Chairman’s discretionary proxy votes are 32,481,317 (10.73%)

Page 50

Election of Directors Election of Directors

Mr Paul Rizzo retires in accordance with the Company’s Constitution, and being eligible, offers himself for re-election. Mr Paul Rizzo retires in accordance with the Company’s Constitution, and being eligible, offers himself for re-election.

PAUL RIZZO PAUL RIZZO

Page 51

Resolution 2 (b) Resolution 2 (b)

To re-elect Mr P Rizzo as a Director To re-elect Mr P Rizzo as a Director

Number of shares % FOR 267,244,873 87.79 AGAINST 3,733,417 1.23 DISCRETIONARY* 33,448,457 10.99 100%

* The number of the Chairman’s discretionary proxy votes are 32,481,190 (10.67%) * The number of the Chairman’s discretionary proxy votes are 32,481,190 (10.67%)

Page 52

Election of Directors Election of Directors

Mr Tan Yam Pin, having been appointed by the Directors, vacates office in accordance with the Company’s Constitution, and being eligible, offers himself for election. Mr Tan Yam Pin, having been appointed by the Directors, vacates office in accordance with the Company’s Constitution, and being eligible, offers himself for election.

TAN YAM PIN TAN YAM PIN

Page 53

Resolution 2 (c) Resolution 2 (c)

To elect Mr Y P Tan as a Director To elect Mr Y P Tan as a Director

Number of shares % FOR 268,508,206 88.24 AGAINST 2,235,888 0.73 DISCRETIONARY* 33,536,002 11.02 100%

* The number of the Chairman’s discretionary proxy votes are 32,568,280 (10.70%) * The number of the Chairman’s discretionary proxy votes are 32,568,280 (10.70%)

Page 54

Resolution 3 Resolution 3

Change of Company Name

“That: (a) the name of the Company be changed to BlueScope Steel Limited, with effect from a date determined by the Board, being no later than 2 February 2004; and (b) the Constitution of the Company be amended by deleting in clause 24, the words “Company means BHP Steel Limited” and substituting “Company means BlueScope Steel Limited”, with effect from a date determined by the Board, being no later than 2 February 2004.”

Change of Company Name

“That: (a) the name of the Company be changed to BlueScope Steel Limited, with effect from a date determined by the Board, being no later than 2 February 2004; and (b) the Constitution of the Company be amended by deleting in clause 24, the words “Company means BHP Steel Limited” and substituting “Company means BlueScope Steel Limited”, with effect from a date determined by the Board, being no later than 2 February 2004.”

Resolution 3 Resolution 3

Page 56

Resolution 3 Resolution 3

Change of Company Name Change of Company Name

Number of shares % FOR 265,359,100 87.63 AGAINST 4,558,005 1.51 DISCRETIONARY* 32,907,218 10.87 100%

* The number of the Chairman’s discretionary proxy votes are 32,022,731 (10.57%) * The number of the Chairman’s discretionary proxy votes are 32,022,731 (10.57%)

Page 57

Resolution 3 Resolution 3

Page 58

Resolution 4 Resolution 4

Approval of participation by the Managing Director & CEO in the Employee Share Purchase Plan

“That the participation of the Managing Director and Chief Executive Officer, Mr Kirby Adams, in the Employee Share Purchase Plan as described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Approval of participation by the Managing Director & CEO in the Employee Share Purchase Plan

“That the participation of the Managing Director and Chief Executive Officer, Mr Kirby Adams, in the Employee Share Purchase Plan as described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Page 59

Resolution 4 Resolution 4

Approval of participation by the Managing Director and Chief Executive Officer in the Employee Share Purchase Plan Approval of participation by the Managing Director and Chief Executive Officer in the Employee Share Purchase Plan

Number of shares % FOR 253,352,026 86.82 AGAINST 13,996,258 4.8 DISCRETIONARY* 24,462,690 8.38 100%

* The number of the Chairman’s discretionary proxy votes are 23,569,954 (8.08%) * The number of the Chairman’s discretionary proxy votes are 23,569,954 (8.08%)

Page 60

Resolution 5 Resolution 5

Approval of grant of Share Rights to the Managing Director & CEO

“That the grant of Share Rights to the Managing Director and Chief Executive Officer, Mr Kirby Adams, under the Long Term Incentive Plan as described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Approval of grant of Share Rights to the Managing Director & CEO

“That the grant of Share Rights to the Managing Director and Chief Executive Officer, Mr Kirby Adams, under the Long Term Incentive Plan as described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Page 61

Resolution 5 Resolution 5

Approval of grant of Share Rights to the Managing Director and Chief Executive Officer Approval of grant of Share Rights to the Managing Director and Chief Executive Officer

Number of shares % FOR 223,187,315 75.36 AGAINST 48,511,074 16.38 DISCRETIONARY* 24,456,561 8.26 100%

* The number of the Chairman’s discretionary proxy votes are 23,560,472 (7.96%) * The number of the Chairman’s discretionary proxy votes are 23,560,472 (7.96%)

Page 62

Resolution 6 Resolution 6

Approval of the Non-Executive Director Share Plan

“That the implementation of a Non-Executive Director Share Plan described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Approval of the Non-Executive Director Share Plan

“That the implementation of a Non-Executive Director Share Plan described in the Explanatory Notes to this Notice of Meeting be approved for all purposes, including for the purpose of ASX Listing Rule 10.14.”

Page 63

Resolution 6 Resolution 6

Approval of the Non-Executive Director Share Plan Approval of the Non-Executive Director Share Plan

Number of shares % FOR 249,387,314 85.45 AGAINST 17,999,660 6.17 DISCRETIONARY* 24,449,677 8.38 100%

* The number of the Chairman’s discretionary proxy votes are 23,567,311 (8.08%) * The number of the Chairman’s discretionary proxy votes are 23,567,311 (8.08%)

Annual General Meeting Annual General Meeting

Resolution 3 Resolution 3

Originally issued by BHP Steel. On 17 November 2003 BHP Steel became BlueScope Steel Limited.