Common use of Implementation Management Committee Clause in Contracts

Implementation Management Committee. (a) As soon as practicable after the date of this Agreement, Rio Tinto and BHP Billiton must establish an Implementation Management Committee made up of the future CEO, the designated future members of the Senior Executive Team and other senior members of the future management team. The Implementation Management Committee must be drawn approximately equally from current employees of the Rio Tinto Group and the BHP Billiton Group and members will be appointed by agreement between Rio Tinto and BHP Billiton. (b) The role of the Implementation Management Committee will, subject to antitrust Law, be to act as a forum for consultation and planning between Rio Tinto and BHP Billiton in relation to the implementation of the WA Iron Ore JV, and to make recommendations to the Implementation Oversight Committee as directed by the Implementation Oversight Committee or considered appropriate by the Implementation Management Committee, having regard in all cases to the provisions of the Joint Venture Agreement including the mandate given to the CEO under clause 4.7 of the Joint Venture Agreement to make the WA Iron Ore JV operationally stand-alone as soon as practicably possible. Recommendations will be made on subjects including without limitation the following: (i) (Related party transactions): identification of all related party transactions between JV Entities and Affiliates, and whether they should cease on, or continue after, the JV Commencement Date; (ii) (Systems recommendation): systems, standards and procedures to be adopted by the WA Iron Ore JV from the JV Commencement Date. Except as otherwise agreed between BHP Billiton and Rio Tinto (for example under the Transaction Documents), the WA Iron Ore JV will initially source systems, standards and procedures from the BHP Billiton Group and Rio Tinto Group selected by reference to their fitness for purpose in the overall context of the WA Iron Ore JV; (iii) (Transitional services recommendation): identification of the transitional services to be provided by Rio Tinto, BHP Billiton or their Affiliates to the Manager from the JV Commencement Date, which are to be specified in the relevant schedule to the Transitional Services Agreement; (iv) (Support Assets recommendation): in relation to assets in which the BHP Billiton Group or Rio Tinto Group has a legal, beneficial or economic interest, other than assets expressly referred to in the definition of Excluded Assets, that are used for functions that support Iron Ore Production Activities, the division of those assets into the following classes: (A) assets that should form part of the WA Iron Ore JV, to be made available on the JV Commencement Date (Support Assets); and (B) assets that should not form part of the WA Iron Ore JV (Retained Assets). In making the Support Assets recommendation, the Implementation Management Committee must apply the following principles: (C) assets primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Support Assets; and (D) assets not primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Retained Assets; (v) (First Business Plan): the First Business Plan, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement; (vi) (First Budget): the First Budget, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement (including the First Synergies Capture Plan as a discrete component); (vii) (First Synergies Capture Plan): the First Synergies Capture Plan, which must: (A) reflect the Expected JV Synergies; (B) include details of the synergies the WA Iron Ore JV is expected to achieve, which will form a baseline against which synergy capture can be measured; and (C) be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement. (viii) (Initial Auditor and internal auditor recommendation): a recommendation as to the identity of the initial Auditor and of the internal auditor of the WA Iron Ore JV. The Implementation Management Committee must make the initial Auditor recommendation prior to Completion, having first conducted a tender process in relation to the initial Auditor. The Implementation Management Committee must make the initial internal auditor recommendation prior to Completion, in accordance with the resourcing model for the internal auditor determined by the Implementation Oversight Committee and having first conducted such selection process as the Implementation Oversight Committee agrees (which may include a tender process);

Implementation Management Committee. (a) As soon as practicable after the date of this Agreement, Rio Tinto and BHP Billiton must establish an Implementation Management Committee made up of the future CEO, the Implementation Agreement designated future members of the Senior Executive Team and other senior members of the future management team. The Implementation Management Committee must be drawn approximately equally from current employees of the Rio Tinto Group and the BHP Billiton Group and members will be appointed by agreement between Rio Tinto and BHP Billiton. (b) The role of the Implementation Management Committee will, subject to antitrust Law, be to act as a forum for consultation and planning between Rio Tinto and BHP Billiton in relation to the implementation of the WA Iron Ore JV, and to make recommendations to the Implementation Oversight Committee as directed by the Implementation Oversight Committee or considered appropriate by the Implementation Management Committee, having regard in all cases to the provisions of the Joint Venture Agreement including the mandate given to the CEO under clause 4.7 of the Joint Venture Agreement to make the WA Iron Ore JV operationally stand-alone as soon as practicably possible. Recommendations will be made on subjects including without limitation the following: (i) (Related party transactions): identification of all related party transactions between JV Entities and Affiliates, and whether they should cease on, or continue after, the JV Commencement Date; (ii) (Systems recommendation): systems, standards and procedures to be adopted by the WA Iron Ore JV from the JV Commencement Date. Except as otherwise agreed between BHP Billiton and Rio Tinto (for example under the Transaction Documents), the WA Iron Ore JV will initially source systems, standards and procedures from the BHP Billiton Group and Rio Tinto Group selected by reference to their fitness for purpose in the overall context of the WA Iron Ore JV; (iii) (Transitional services recommendation): identification of the transitional services to be provided by Rio Tinto, BHP Billiton or their Affiliates to the Manager from the JV Commencement Date, which are to be specified in the relevant schedule to the Transitional Services Agreement; (iv) (Support Assets recommendation): in relation to assets in which the BHP Billiton Group or Rio Tinto Group has a legal, beneficial or economic interest, other than assets expressly referred to in the definition of Excluded Assets, that are used for functions that support Iron Ore Production Activities, the division of those assets into the following classes: (A) assets that should form part of the WA Iron Ore JV, to be made available on the JV Commencement Date (Support Assets); and (B) assets that should not form part of the WA Iron Ore JV (Retained Assets). In making the Support Assets recommendation, the Implementation Management Committee must apply the following principles: (C) assets primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Support Assets; and (D) assets not primarily used in connection with BHP Billiton or Rio Tinto’s Iron Ore Production Activities should generally be Retained Assets;; Implementation Agreement (v) (First Business Plan): the First Business Plan, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement; (vi) (First Budget): the First Budget, which must be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement (including the First Synergies Capture Plan as a discrete component); (vii) (First Synergies Capture Plan): the First Synergies Capture Plan, which must: (A) reflect the Expected JV Synergies; (B) include details of the synergies the WA Iron Ore JV is expected to achieve, which will form a baseline against which synergy capture can be measured; and (C) be prepared in compliance with the requirements of clause 3.10 of the Joint Venture Agreement. (viii) (Initial Auditor and internal auditor recommendation): a recommendation as to the identity of the initial Auditor and of the internal auditor of the WA Iron Ore JV. The Implementation Management Committee must make the initial Auditor recommendation prior to Completion, having first conducted a tender process in relation to the initial Auditor. The Implementation Management Committee must make the initial internal auditor recommendation prior to Completion, in accordance with the resourcing model for the internal auditor determined by the Implementation Oversight Committee and having first conducted such selection process as the Implementation Oversight Committee agrees (which may include a tender process); (ix) (Workforce recommendations): in relation to the WA Iron Ore JV’s workforce: (A) subject to clause 4.5(e) of the Joint Venture Agreement, organisation design principles applicable for the WA Iron Ore JV workforce at all levels and for all functions, including for the Senior Executive Team, consistent with the Workforce Principles; (B) offers of employment and associated recruitment processes for employees and contractors, which must be designed in accordance with the Workforce Principles and items 2 and 6 of Schedule 6; (C) subject to clause 4.6(a) of the Joint Venture Agreement, remuneration and benefit principles, which must be developed in accordance with the Workforce Principles and item 3 of Schedule 6; (D) long-term incentive arrangements for eligible employees, which must be designed in accordance with the Workforce Principles and item 3 of Schedule 6; (E) defined contribution and, where applicable, defined benefit superannuation arrangements, which must be developed in accordance with the Workforce Principles and item 4 of Schedule 6; and Implementation Agreement * * *Pursuant to a request for confidential treatment filed with the Securities and Exchange Commission, confidential portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission (F) subject to clause 4.15 of the Joint Venture Agreement, workers’ compensation insurance arrangements, which must be developed in accordance with the Workforce Principles and item 5 of Schedule 6; (x) (Procurement model recommendation): the procurement arrangements and procedures to apply to the WA Iron Ore JV from the JV Commencement Date; and (xi) (Hedging Policy): the hedging policy to apply to the WA Iron Ore JV from the JV Commencement Date. (c) The Implementation Management Committee must prepare and provide to each of Rio Tinto and BHP Billiton one month prior to the expected date of Completion * * * in relation to the period from the JV Commencement Date to the end of that Half Year. At Completion each Owner must provide * * * in relation to the period from the JV Commencement Date to the end of that Half Year. (d) The employees of the BHP Billiton Group on the Implementation Management Committee will collectively have one vote and the employees of the Rio Tinto Group on the Implementation Management Committee will collectively have one vote. Decisions of the Implementation Management Committee relating to recommendations must be unanimous. Where the Implementation Management Committee is unable to make a unanimous decision, it must provide the Implementation Oversight Committee with: (i) a description of the reasons why the decision was not unanimous; and (ii) the applicable alternative proposals proposed by members of the Implementation Management Committee.