Alumni Matters 2024
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“We have a phrase at BHP that when you join, you drink from the fire hose. It is just such a huge volume of information that you need to absorb, manage and then apply.” So says Stefanie Wilkinson, who became group general counsel of BHP in April this year, combining that role with group company secretary.
No kidding: BHP is a huge organisation. The company is global, operating in 90 countries and employing some 90,000 people. BHP mines a range of commodities, including iron ore, coal, copper, potash and nickel. It used to be in petroleum, but is no longer, and is in the process of divesting thermal coal.
There are no fewer than 250 subsidiaries in the global group. The company is listed on four stock exchanges: the ASX, the London Stock Exchange, the New York Stock Exchange and the Johannesburg Stock Exchange.
On top of which, the group is growing, with a particular focus on what the company calls “future facing commodities”. This is part of BHP’s drive for sustainability. Sustainability is a core pillar of BHP’s operations, not only as a mining company that has a direct impact on the environment but also because it operates in an area of business that in its very nature requires long-term planning.
The company has long had a sustainability committee at board level. This year, BHP launched its Climate Transition Action Plan, setting targets for decarbonisation.
To help her deal with this huge volume of information and to provide the full range of legal advice that is required, Stefanie heads of a global team of some 150 lawyers (quite a few of whom are also HSF alumni) and a global governance team. As GC, she needs to weigh up all manner of business risks – legal, regulatory, reputational and, bound up with all of these risks, strategic and commercial risks. As chair of the BHP disclosure committee, she is responsible for managing all of BHP’s listings with all of the compliance responsibilities that go with that.
Although BHP is a longstanding client of Herbert Smith Freehills, Stefanie herself had never done any work for BHP, although, of course, she knew the company well.
Actually, that was something that counted in her favour as BHP looked to fill the company secretary vacancy in 2021. “Not having worked with BHP before allowed me to come without any assumptions or preconceptions and be really objective. And I think that was probably some of the appeal in bringing me across. I could really come in and look at the way things were being done from a fresh perspective.”
As an HSF partner with considerable experience in corporate governance, she was certainly well placed to offer the benefits of that knowledge. Since joining, and particularly since becoming group general counsel, Stefanie is carrying out a thorough review of processes to see how the in-house legal and governance function can best enable the businesses.
“We used to talk about our in-house lawyers being trusted advisors, but I am looking for our team to be business players,” Stefanie explains. “We want our lawyers to be in at the start of any deal or project, to have real input into commercial decisions. I want us to move well away from the perception that we, as lawyers, always act as the handbrake, to move from people thinking, ‘Oh no, here come the lawyers, they’re going to slow the deal down!”
She goes on: “On the one hand, we have got to enable, but on the other we also have to protect the brand, which means, if necessary, applying the handbrake! There is a balance to be struck.”
The key is for her team members to work well with another (which is really a prerequisite) but to really understand their roles so that lines of communication are smooth and efficient. “I don’t really like the word ‘process’,” Stefanie says, “rather, it is about people knowing what they have to do themselves, who they are accountable to, and to understand the lines of decision making.”
As general counsel, Stefanie is at the very top, but it is not her style to require every single decision to come across her desk. She relies on her team to make the decisions for themselves, trusting them to exercise good judgment. The wealth of information has to be well managed. Stefanie focuses on triangulating information from different sources in order to steer the process.
“We call this microleadership, as opposed to micromanagement,” Stefanie says. “This is bound to take some time to bed in – after all, we are equivalent to a mid-sized law firm, so changing things around takes time. But we are making good progress!”
Stefanie Wilkinson
Alumna of Melbourne office
2011-2021
Stefanie has made it clear to her team that her door is always open and that, where her team do need to reach her, she is always available to talk through whatever needs discussing. Just as she was at HSF, she doesn’t want people to feel intimidated by her, just by virtue of the position she holds.
As can easily be imagined, the lawyers have plenty on their plates. Earlier this year, BHP pulled out of its intended acquisition of the mining giant Anglo American, a deal that would have been worth nearly US$50 billion. In 2023, BHP came under the spotlight for three fatalities that occurred at its Olympic Dam in South Australia. There are crises to deal with, as you would expect in a company that size and in its particular lines of business.
But Stefanie takes this in her stride and she wants her team to do likewise. “I am known for being calm in a crisis – and I have seen quite a few in my time! I always feel we will get to the other end, whatever that end is, at some point. If it works out well, that’s exhilarating, but if it is a disappointing outcome, there is no point in recriminations. The key thing is to learn from the experience to see how we can avoid making similar mistakes in future,” she says.
Indeed, it is not part of the company philosophy to haul people up for their mistakes. “We don’t have a blame culture at BHP, which is set right from the top, Mike Henry, our CEO.”
Stefanie looks to her team to be proactive in their advice giving - another attribute she has brought with her from Herbert Smith Freehills. Most obviously, that means anticipating new regulations and the impact that will have on BHP’s operations, but also assessing likely risks.
That is no easy task given the current political volatility everywhere in the world, ranging from the war in Ukraine and the conflagration in the Middle East to uncertainties over the who the next President of the United States will be. Trade, which is central to BHP’s operations, has been severely disrupted: for example, the number of container ships passing through the Red Sea as a result of Yemeni rebel attacks has fallen by 90 per cent over the last year.
Stefanie was a partner of Herbert Smith Freehills for almost six years and at the firm for 14 years in total. She specialised in providing strategic head office advice to listed companies on a range of critical corporations law, market disclosure, governance (ESG), executive remuneration, shareholder engagement and activism matters across industry sectors and groups. She took a break from HSF and worked at Allen & Overy in Dubai for six years.
That experience with HSF has been invaluable. “HSF gave me the toolkit, which I use to this day. I brought with me a base load, which I rely on, even if the information is completely new or I am working in uncharted territory. I just feel I am always able to draw on prior experience. I was really comfortable in my skill set and it was just applying it some similar issues albeit in a different context. ”
She was not expecting to leave the firm to go in-house until the opportunity to join BHP presented itself (“these are once-in-a-lifetime opportunities, so I was definitely going to go for it”). As someone who enjoys a fresh challenge, and is naturally curious, the move also made sense. Finally, she was excited to join a company that was on a growth spurt, combining both organic growth and expansion through acquisitions. With her M&A background, as well as her renowned governance expertise, Stefanie was an ideal choice for BHP.
Stefanie draws a distinction between her life as a partner in private practice and the GC of a major corporation. “What I really enjoyed about HSF was the diversity of clients. Here, I have a diversity of issues.”
The role is intense, as Stefanie freely admits, and she needs to decompress during her down time. She has two teenage children, who certainly command her attention. She has taken to going with her husband to Pilates (“doing exercise together is a good way of seeing one another,” she jokes). Her latest thing is going to infrared saunas, that are becoming increasingly popular for their health and wellbeing benefits.
Then, when not exercising, Stefanie likes nothing more than going with friends to one of Melbourne’s many excellent restaurants, both for the food but just as much for the company in convivial settings. Or, if at home, she will indulge in another of her passions – cooking.
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The contents of this publication are for reference purposes only and may not be current as at the date of accessing this publication. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action based on this publication.
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