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Annual Report 2004/05

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2005 Corporate Governance Statement


Functions reserved to the Board and those delegated to management See Role of the Board
Skills experience and expertise relevant to the position of Director See Board of Directors
Names of Directors considered by the Board to constitute independent Directors and BlueScope Steel's relevant thresholds See Independent Non-Executive Directors
Procedure for independent professional advice See Access to information and independent advice
Directors' terms of office See Board of Directors
Names of the Nomination Committee members and attendance See Nomination Committee and Meetings of Directors
Composition of Board Chairperson and role of Chairman and Managing Director and Chief Executive Officer See Role and Composition of the Board
Code of conduct for Directors and executives See Guide to Business Conduct
Company code of conduct See Guide to Business Conduct
Securities Trading Policy See Share ownership and dealing
Audit and Risk Committee members and their qualifications See Audit and Risk Committee
Audit and Risk Committee meetings and attendance See Meetings of Directors
Financial statements sign-off and structure of Audit and Risk Committee See Audit and Risk Committee
Procedures for ASX disclosure requirements See Shareholders
Shareholder communications strategy See BlueScope Steel's website
Attendance of external auditor See the External audit
Risk oversight committee See Audit and Risk Committee
Risk management and internal controls See Internal control and risk management
Performance evaluation See Board
Company's remuneration policies and disclosure See Remuneration Report and Non-Executive Directors' remuneration
Remuneration and Organisation Committee members and attendance See Remuneration and Organisation Committee and Meetings of Directors
Retirement benefits for Non-Executive Directors See Non-Executive Directors' remuneration


The Board operates in accordance with a set of corporate governance policies, which take into account relevant best practice recommendations including the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations ("ASX CGC Recommendations"). The Board considers that BlueScope Steel complies with the requirements in the ASX CGC Recommendations.

BlueScope Steel is a global organisation, with businesses operating in many countries, including Australia, New Zealand, North America, China and elsewhere in Asia. Entities within the BlueScope Steel Group must, therefore, comply with a range of varying legal, regulatory and governance requirements.

The Board places great importance on the governance of BlueScope Steel and, in particular, the need to focus on carrying out prudent risk-taking activities, which achieve a balance between:

This Corporate Governance Statement outlines the key aspects and mechanisms of BlueScope Steel's governance framework, which have been established, and kept under review, by the Board.

Summaries of the charters under which the Board and Board committees operate (including a copy of the Audit and Risk Committee charter) and other relevant information referred to in this Corporate Governance Statement are available on BlueScope Steel's website

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Shareholders who elect the Board perform a fundamental role in the governance of BlueScope Steel.

The Board recognises that shareholders must receive high quality relevant information in a timely manner. Arrangements for communicating with shareholders are summarised on BlueScope Steel's website

BlueScope Steel is subject to continuous disclosure obligations under the Listing Rules of the Australian Stock Exchange (ASX) and Australian corporations legislation. Subject to limited exceptions under the continuous disclosure requirements, BlueScope Steel must immediately notify the market, through the ASX of any information, which a reasonable person would expect to have a material effect on, or lead to a substantial movement in, the price or value of its shares.

To achieve these objectives and satisfy the regulatory requirements, the Board provides information to shareholders and the market in several ways, including:

BlueScope Steel has a Market Disclosure Committee, comprising the Chairman, the Managing Director and Chief Executive Officer, the Chief Financial Officer, Company Secretary, the Vice-President Investor Relations and the Executive Vice-President Corporate Affairs, to monitor and assess all significant information, which may require disclosure. The Company Secretary is responsible for providing announcements to the ASX. A summary of BlueScope Steel's Continuous Disclosure Policy is available on BlueScope Steel's website

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The Board's role is to oversee the management of the Company on behalf of all shareholders.

The Board has developed and adopted a Charter that sets out:

Matters reserved to the Board include:

A summary of the Board Charter is available at BlueScope Steel's website

The Board has delegated responsibility for the day-to-day operation and administration of the BlueScope Steel Group to the Managing Director and Chief Executive Officer, Mr Kirby Adams. The Executive Leadership Team assists the Managing Director and Chief Executive Officer in the day-to-day management of the business. The levels of authority for management are documented in detail in a Delegation of Authority Policy established under the Board Charter.

The Delegation of Authority Policy is readily available on the Company's intranet to all employees, along with detailed guidelines setting the internal approvals that must be obtained in order to enter into specific transactions.

The roles of the Chairman and the Managing Director and Chief Executive Officer are separate.

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Access to information and independent advice

Directors are entitled to full access to the information required to discharge their responsibilities, including access to executives of the BlueScope Steel Group.

The Board (as well as Board Committees and individual Directors) may also obtain independent professional advice, at the expense of the Company, in carrying out their responsibilities, including in the absence of BlueScope Steel's management, where they consider it appropriate to do so. Procedures have been adopted to set out the practical steps by which independent professional advice is to be obtained.

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Company Secretary

The Board is assisted by the Company Secretary, who advises on the management of meetings, the implementation of governance procedures and compliance with regulatory requirements.

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Composition of the Board and Director appointment

For the majority of the 2004/05 financial year, the Board comprised seven Directors, including six independent Non-Executive Directors and one Executive Director (the Managing Director and Chief Executive Officer). John Crabb resigned on 28 July 2004.

The Board collectively brings significant commercial, business, operational, financial, legal and international experience in a range of industries. The Directors all bring skills and expertise, which, in aggregate, combine to form a Board, which is equipped to discharge its responsibilities. For the Directors' biographies, their term of office and information about their skills, experience and qualifications relevant to their position please refer to the Board of Directors.

BlueScope Steel's Constitution and the Listing Rules of the ASX require that no member of the Board (other than the Managing Director and Chief Executive Officer) may serve for more than three years without being re-elected by shareholders at an Annual General Meeting of BlueScope Steel. Also, one-third of the Directors (not including the Managing Director and Chief Executive Officer) must retire, and are eligible to be re-elected by the shareholders at each Annual General Meeting. The Managing Director and Chief Executive Officer serve as a Director until he ceases to be the Chief Executive Officer. At the 2005 Annual General Meeting, Graham Kraehe and Tan Yam Pin will stand for re-election.

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Independent Non-Executive Directors

The Board, excluding the Director in question, assesses the independence of each Non-Executive Director at least annually in light of the interests disclosed by that Director, as part of its overall commitment to standards of corporate governance in line with best practice.

The Board believes that independence is one important attribute of an effective Non-Executive Director. Other important attributes include business acumen and experience, an inquiring mind and personal integrity. In addition, the Board as a whole must work together effectively to combine and leverage the skills, knowledge and experience of its members to provide leadership to BlueScope Steel in generating value for shareholders and meeting the expectations of other stakeholders. The work of the Board must be supported by robust structures and processes that facilitate depth and breadth of understanding of BlueScope Steel's business, foster open and constructive debate, define roles and responsibilities clearly and ensure proper compliance with laws.

The governance process implemented by the Board has been designed, as a whole, to address all of these issues in a manner that will maximise the contribution of the Board to the success of the business.

In assessing the independence of a Non-Executive Director, consideration is given to the underlying purpose behind each of the specific relationships identified as relevant to independence (see below), and the overall purpose of independence.

The Board considers that the overall purpose of independence is to ensure that a Director does not have a relationship where there are, or are perceived to be, matters which could materially interfere with the Director:

The Board considers all of the circumstances relevant to a Director, in determining whether the Director is free from any interest and any business or other relationship, which could, or could reasonably be perceived to, materially interfere with the Director's ability to act in the best interests of BlueScope Steel. Amongst the circumstances considered by the Board are a range of factors, including the relations described in Box 2.1 of the ASX CGC Recommendations. In determining whether a sufficiently material relationship (as described in Box 2.1 of the ASX CGC Recommendations) exists between BlueScope Steel and a third party, the Board has regard to all the circumstances of the relationship, including, among other things:

Materiality is considered from the perspective of both BlueScope Steel and its Directors.

The Board considers that each Non-Executive Director is independent when assessed on the criteria above, taking into account all relevant matters and relationships of the particular Non-Executive Director. Relevantly, the Board's reasons include:

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Board succession planning and training

The Board is conscious of the need to ensure that proper processes are in place to deal with succession issues at Board level. This will require the Board periodically to assess the skill-set necessary to meet the BlueScope Steel Group's demands.

The Board has established a Nomination Committee, chaired by Mr Graham Kraehe, and comprising all the Non-Executive Directors.

Newly appointed Directors receive induction and training. This includes management briefings to familiarise themselves with the significant operations of the BlueScope Steel Group. Arrangements are made for new Directors to visit BlueScope Steel's major operational sites at Port Kembla and Western Port. Each Non-Executive Director has received a formal letter of appointment setting out the expectations and time commitments, among other things, required of them.

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Board meetings

During the 2004/2005 financial year,the Board has met 13 times to review matters such as the financial performance of the BlueScope Steel Group, current trading and key business initiatives, and its strategies, budgets and business plans. Included in the Board's schedule was a separate meeting held to specifically consider BlueScope Steel's Group strategy.

Procedures are also in place to ensure that Directors can meet to consider and decide urgent matters, as and when they arise.

Materials for Board and Board committee meetings are circulated to the Directors in advance. The agenda for meetings is formulated with input from the Chairman and the Managing Director and Chief Executive Officer and, if required, other Directors.

The Chairman regularly requests that a member of the Board review the conduct of the Board meeting at its conclusion.

Members of senior management frequently make presentations to the Board, and telecommunication technologies may be utilised to facilitate participation.

In the 2004/05 financial year, Board meetings were held in various locations, including in Melbourne (at BlueScope Steel's head office), Sydney, in the United States (home to the group's Butler and Vistawall businesses), and Port Kembla (at BlueScope Steel's integrated steelworks operations). The Board has a programme to meet at various sites in Australia and in Asia during the remainder of 2005 and in 2006. The Board has also visited key customer operations.

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Meetings without management

The Non-Executive Directors have held regular meetings without the presence of management.

Conflicts of interest

The Board is conscious of its obligations to ensure that Directors avoid conflicts of interest (both real and apparent) between their duty to BlueScope Steel and their own interests. The Board has adopted a procedure to ensure that conflicts and potential conflicts of interest are disclosed to the Board. Where a matter is to be considered by the Board, the Chairman (or where the Chairman has a conflict or potential conflict, the Deputy Chairman) in consultation with Company Secretary may implement procedures to avoid the Director with the interest acting or being perceived to act in conflict with his or her duties to BlueScope Steel. The Company Secretary maintains a register of Directors' interests.

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Directors' and executives' remuneration

Details of the remuneration policies of BlueScope Steel are set out in the Remuneration Report.


The Board reviews its effectiveness and individual performance regularly.

In 2004, the Board completed a review of its effectiveness, with the assistance of an external consultant. The review concluded that the Board is functioning well with an appropriate mix of skills and experience and effective working relationships exist amongst Board members and between the Board and management. Consistent with the advice of the consultant, the Board determined that it would fully review its performance every two years. The next review will take place in the 2005/06 financial year.

The Nomination Committee has reviewed the performance of Directors seeking re-election.

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Board committees

The Charter of each BlueScope Steel Board Committee requires the committee to regularly review its performance and, where necessary, make recommendations to the Board for improving the committee's effectiveness. During the financial year the Audit and Risk Committee conducted a formal review of its performance that involved seeking feedback from committee members, management and other regular committee participants such as, in the case of the Audit and Risk Committee, the external auditors. Performance reviews of the Remuneration and Organisation and Health Safety and Environment Committee are scheduled to take place later this calendar year.

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All BlueScope Steel executives are subject to annual performance planning and review.

The annual performance planning and review involves a key executive being evaluated by their immediate superior, usually the Managing Director and Chief Executive Officer. The executive is assessed against:

In assessing a key executive's performance, the Managing Director and Chief Executive Officer may consult with the Chairman. The outcomes of performance reviews are reported to the Remuneration and Organisation Committee, which has overall responsibility for ensuring that performance management processes are in place for all key executives. The Remuneration and Organisation Committee considers executive remuneration.

The Remuneration and Organisation Committee also considers the overall amount of any short-term incentive to be provided to eligible executives, and reviews and approves the specific amount of any short-term incentive bonus award to particular senior executives. The review takes into account the overall performance of BlueScope Steel against a range of measures, and the contribution made by a particular executive.

The Chairman and the Board conduct the performance evaluation of the Managing Director and Chief Executive Officer. This evaluation involves an assessment of a range of factors including the overall performance of BlueScope Steel and the achievement of pre-determined goals.

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Given the importance of certain matters to corporate governance, the Board has established a number of committees to assist in the execution of its responsibilities:

Other committees of the Board may be formed to deal with specific matters.

Each of the Board's committees operates under terms of reference (charters), detailing its roles and responsibilities. The charters contain a number of common features, including the ability of a committee to obtain independent professional advice at the expense of BlueScope Steel, the requirement for reporting to the Board and periodic reviews of committee operations.

The number of Board Committee meetings held during the year ended 30 June 2005 and the attendance at those meetings by members is set out in the Directors' Report.

Regular reports of the committees' activities are provided to the Board, Committee papers and minutes are circulated to all Directors.

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Audit and Risk Committee

The Audit and Risk Committee assists the Board in the effective discharge of its responsibilities for financial reporting, internal controls, risk management, internal and external audit and insurance (with the exception of Directors' and Officers' Liability Insurance).

The Committee's charter was amended during the course of the year to widen the scope of matters delegated to it by the Board and is set out in full on BlueScope Steel's website Set out below is an overview of the Committee's objectives, as contained in the Committee's Charter:

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External reporting

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Internal control and risk management

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External audit

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Internal audit

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A complete copy of the Audit and Risk Committee charter is available on BlueScope Steel's website The Audit and Risk Committee meets before the finalisation of all major financial announcements of BlueScope Steel and must meet at least four scheduled times a year.

The committee assists the Board with the implementation of the risk management programme approved by the Board. The programme involves identification and assessment of significant risks and rating of the effectiveness of associated controls. Mitigation strategies are developed and implemented. Periodic reports are made to the Board and the Audit and Risk Committee on progress with this work.

As required by its charter, the Audit and Risk Committee is composed entirely of independent Non-Executive Directors.

The members of the Audit and Risk Committee are Mr Paul Rizzo (Committee Chairman), Mr Kevin McCann and Mr Ron McNeilly. In addition to their business experience, each member brings particular experience relevant to the functions of the Committee. Mr Rizzo has significant financial management and reporting experience. Mr McNeilly has an understanding of the industry in which BlueScope Steel operates and Mr McCann has both financial and legal experience, which is valuable to the functioning of the Audit and Risk Committee.

All Directors are invited to attend meetings of the Audit and Risk Committee, with standing invitations also extended to the Chief Financial Officer and the external and internal auditors. Discussions are held with the external and internal auditors without management being present.

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Health, Safety and Environment Committee

The primary objectives of the Health, Safety and Environment Committee (HSEC), as set out in its charter, are to:

The Chairman of the HSEC is Mr Ron McNeilly, an independent Non-Executive Director. All Directors are members of the HSEC because of the importance of health, safety and the environment to BlueScope Steel's operations. The composition of the HSEC will be reviewed later in this calendar year. The HSEC charter requires that the committee meets at least four scheduled times per year.

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Remuneration and Organisation Committee

The Remuneration and Organisation Committee assists the Board in ensuring that BlueScope Steel:

The Committee has authority to advise the Board on specific remuneration matters and has a role to approve certain other matters. The specific areas of responsibility are human resources strategy, remuneration policy, executive incentive and equity based plans, awards under executive incentive and equity based plans, executive Director and senior management remuneration, performance management, succession planning, termination, succession and Non-Executive Director remuneration.

Board approval is required for the following:

The Committee is composed entirely of independent Non-Executive Directors.

The members of the Committee are Ms Diane Grady (Committee Chairman), Mr Graham Kraehe, Mr Ron McNeilly and Mr Tan Yam Pin. All members of the Committee are independent Non-Executive Directors. The Committee is required to review its performance annually and the review is scheduled to take place later in the calendar year 2005. The Committee meets at least four scheduled times a year.

The Committee seeks advice and guidance, as appropriate, from the Managing Director and Chief Executive Officer, and the Executive Vice President People and Performance. It may also seek advice from external experts, including in the absence of management of BlueScope Steel.

Information on BlueScope Steel's remuneration policies in respect of the costs and benefits of those policies and the link between remuneration paid to Directors and executives and Company performance is detailed in the Directors' Report.

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Nomination Committee

The Nomination Committee is responsible for reviewing the membership of the Board and for consideration of candidates for membership of the Board. Mr Graham Kraehe chairs the Committee. All Non-Executive Directors are members. As the Board believes that the responsibilities of the Committee will be performed most effectively if all Non-Executive Directors are involved. Detailed work of the Committee may be delegated to a sub-committee.

The purpose of the Committee is to assist the Board to discharge its responsibilities for ensuring that the Board is comprised of individuals who are able to discharge the responsibilities of Directors having regard to the law and the highest standards of governance. The Committee achieves this purpose by:

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Executive Leadership Team

BlueScope Steel's Executive Leadership Team (ELT) is responsible to the Managing Director and CEO for the day-to-day leadership and management of BlueScope Steel as a whole. The ELT performs its role in consultation with, and obtains guidance from the Board and Board committees. The ELT's specific responsibilities, include:

The members of the Executive Leadership Team are Kirby Adams (Managing Director and Chief Executive Officer), who is Chairman of the ELT, Lance Hockridge (President BlueScope Steel North America), Noel Cornish (President, Australian and New Zealand Industrial Markets), Mike Courtnall (President Asian Building and Manufacturing Markets), Kathryn Fagg (President Australian Building and Logistics Solutions), Gerard Hammond (Acting Chief Financial Officer), Brian Kruger (President Australian Manufacturing Markets) and Ian Cummin (Executive Vice President People and Performance). The ELT meets regularly and prior to all board meetings, generally at BlueScope Steel sites.

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Internal control and risk management

The Board has overall responsibility for the BlueScope Steel Group's systems of internal control. These systems are designed to ensure effective and efficient operations, including financial reporting and compliance with laws and regulations, with a view to managing the risk of failure to achieve business objectives.

The Board reviews the effectiveness of the internal control systems and risk management on an ongoing basis, and monitors risk through the Audit and Risk Committee (see the Audit and Risk Committee). The Board regularly receives information about the financial position and performance of BlueScope Steel.

PricewaterhouseCoopers assists the Board by providing a comprehensive internal audit service.

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CEO and CFO assurances

For annual and half-yearly accounts released publicly, the Managing Director and Chief Executive Officer and the Chief Financial Officer assure the Board that:

1. The financial records of the BlueScope Steel Group have been properly maintained.

2. The BlueScope Steel financial statements and notes required by the accounting standards, for external reporting:

(a) give a true and fair view of the financial position and performance; and

(b) comply with the accounting standards (and any further requirements in the Corporations Regulations), and applicable ASIC Class Orders.

3. The above representations are based on a system of risk management and internal compliance and control relating to financial reporting which implements the financial reporting and risk management policies adopted by the Board, and that those systems are operating efficiently and effectively in all material respects.

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External audit

Ernst & Young are BlueScope Steel's external auditors.

The lead audit partner and the review partner of our external auditors rotate every five years. The current lead audit partner and review partner were first appointed for the 2001/02 and 2004/05 audits of BlueScope Steel respectively.

Non-audit work is prohibited, where independence may be compromised or conflicts arise. The Board revised the policy for the use of the Company's external auditor for non-audit services during the year. All non-audit services provided by the Company's external auditor are to be approved by the Audit and Risk Committee who assess whether any independence issues or conflicts of interest arise prior to the engagement. The revised policy also requires Audit and Risk Committee approval for the employment of partners or senior engagement team staff by the company within two years of leaving the external audit firm.

Ernst & Young representatives have previously attended the Annual General Meetings of BlueScope Steel and were available to answer questions from shareholders as appropriate. For the 2005 Annual General Meeting, the lead auditor of BlueScope Steel or a suitable member from the audit team will attend, as is required by the Corporations Act as amended by the CLERP 9 Act. Further, shareholders now have the right to submit written questions to the auditors as specified under the Corporations Act, and the auditor may table answers to the questions at the AGM.

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Share ownership and dealing

Details of shares in BlueScope Steel Limited held by Directors are set out in the Directors' Report.

The Board has established a Securities Trading Policy covering dealings in BlueScope Steel's shares. The objective of the Policy is to ensure that shareholders, customers and the business community have confidence that Directors and senior management comply with the law and best practice in corporate governance, and handle confidential information lawfully and with integrity. The Policy highlights the restrictions imposed by Australian corporations legislation on trading in BlueScope Steel shares and other entities' securities at a time when a person has non-public price sensitive information.

Under the Policy, Directors and senior management are required to notify the Company Secretary and obtain clearance before dealing in BlueScope Steel Limited shares. Directors and senior management are prohibited from dealing in BlueScope Steel Limited shares outside designated trading windows.

Any dealings in BlueScope Steel's shares by a Director are reported to the Board at its next meeting. The ASX is notified of any share dealings by a Director within five business days.

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Corporate social responsibility

BlueScope Steel is committed to meeting high standards of compliance with respect to its health, safety, environmental and community responsibilities, which are essential to the way in which the BlueScope Steel Group conducts its business.

Some of these important issues are the responsibility of the Health, Safety and Environment committee. However, BlueScope Steel views these matters as key issues, for which BlueScope Steel can have an impact in every aspect of its operations and interactions within the communities in which it operates.

The Health, Safety, Environmental and Community Policy addressing these issues can be found on BlueScope Steel's website

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BlueScope Steel Guide to Business Conduct (including whistleblower protection)

BlueScope Steel Limited has a Guide to Business Conduct, which provides an ethical and legal framework for all employees. The Guide defines how the BlueScope Steel Group relates to its customers, employees, shareholders and the community.

At the core of the Guide to Business Conduct is the desire to build trust between BlueScope Steel and these stakeholders, through the implementation of principles of legal compliance and proper process; fair competition; the application of industry best practice to the health, safety and well-being of BlueScope Steel's employees; a focus on longterm benefits rather than short-term advantage for individuals; cooperation, driven by BlueScope Steel's belief in people and teamwork; and respect for the diverse range of people and cultures.

The Guide to Business Conduct provides a common behavioural framework applicable to all BlueScope Steel's employees, irrespective of their specific job, direct employer or location around the world. The Guide also applies to BlueScope Steel's Non-Executive Directors.

As a means of improving its policies and practices regarding the detection and management of business misconduct, the Board has revised its policy on Fraud and Misappropriation, to cover guidelines on reporting and responding to all suspected business misconduct, including the protection for whistleblowers introduced into the Corporations Act by the CLERP 9 Act amendments. BlueScope Steel is in the process of implementing these guidelines throughout the organisation.

The revised guidelines set out mechanisms that employees can use to report suspected incidents of business misconduct, such as fraud, misappropriation and breach of legislative requirements. Reports of suspected business misconduct may be made directly to line managers, to BlueScope Steel's Business Conduct Panel or a whistleblower hotline. Disclosures to the hotline may be made on a confidential basis. The Guidelines also detail how BlueScope Steel will respond to allegations of business misconduct, in particular, the protections that will be offered to employees who report suspected misconduct and give commitments about how the outcomes of investigations will be reported.

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Political contributions

BlueScope Steel does not contribute funds to any political party, politician, or candidate for public office. It may, however, incur costs for attendance at events hosted by a political party for briefing purposes or for the purpose of meeting and having dialogue with political figures and contributes to the public debate of policy issues that may affect it in the countries in which it operates.

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