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Environmental and Social Management Plan

Environment

Environmental and Social Management PlanEnvironment


Rev Document Number Author Approver / BFO Issue Date Page


TABLE OF CONTENTS

Introduction .....................................................................................................................................................8

1.1 Purpose and Scope...................................................................................................................................8

Definitions and Abbreviations .......................................................................................................................12

Definitions ..............................................................................................................................................12

Abbreviations .........................................................................................................................................17

Reference Documents............................................................................................................................20

Lenders General Requirements .....................................................................................................................22

Environmental and Social Laws .....................................................................................................................26

Legal and Other Obligations...................................................................................................................26

International .....................................................................................................................................26

Australian Commonwealth Legislation .............................................................................................27

Western Australian State Government Legislation ..........................................................................28

Project Approvals..............................................................................................................................29

Compliance with Approval Requirements .............................................................................................30

Social Context ................................................................................................................................................31

Social Area of Influence..........................................................................................................................31

Land Tenure ...........................................................................................................................................31

Mining ....................................................................................................................................................32

Pastoral Activities...................................................................................................................................32

Tourism ..................................................................................................................................................33

Indigenous People..................................................................................................................................33

Workforce Profile...................................................................................................................................33

Environmental and Social Impact Assessment and Standards ......................................................................35

Environmental Impact Assessment Processes.......................................................................................35

Overview of Western Australian Environmental Impact Assessment Process.................................35

Environmental Assessment of the Roy Hill Project...........................................................................36

Overview of Australian Government Environmental Assessment Process ......................................36

Social Impact Assessment Processes .....................................................................................................38

Overview of Social Impact Assessment Process ...............................................................................38

State Agreement Act process............................................................................................................39

Native Title ........................................................................................................................................40

Material Environmental and Social Permits .....................................................................................41

Stakeholder Consultation During Assessment.......................................................................................41

Environmental and Social Standards .....................................................................................................42

Equator Principles .............................................................................................................................42

IFC Performance Standards...............................................................................................................42





IFC Environmental, Health, and Safety General Guidelines..............................................................43

JBIC Environmental and Social Guidelines ........................................................................................43

NEXI Environmental and Social Guidelines .......................................................................................43

US-EXIM Environmental and Social Due Diligence Procedures ........................................................43

OECD Recommendations on Common Approaches on Environment and Officially Supported Credits 44

Business Management Framework ...............................................................................................................45

Vision and Values ...................................................................................................................................45

Project Management and Controls........................................................................................................47

Project Procedures............................................................................................................................47

Engineering .......................................................................................................................................47

Project Controls ................................................................................................................................48

Trend and Change Management ......................................................................................................48

Project Reporting ..............................................................................................................................48

Contracts and Procurement..............................................................................................................48

Risk Management .............................................................................................................................48

Safety Controls..................................................................................................................................49

Environmental and Social Controls ...................................................................................................49

Quality Assurance and Control .........................................................................................................49

Project Planning Framework..................................................................................................................49

Project Construction Framework...........................................................................................................50

Operations Management Framework....................................................................................................50

Operational Plans..............................................................................................................................51

Operations Management Structure..................................................................................................51

Operating Model...............................................................................................................................52

Environmental and Social Management........................................................................................................53

Environmental Management Framework..............................................................................................53

Environmental Management System ...............................................................................................54

Environmental Policy ........................................................................................................................55

EMS Manual ......................................................................................................................................55

Environmental Objectives and Targets.............................................................................................56

Operational Environmental Management Plan................................................................................59

Health, Safety, Emergency and Security (HSES) Management Framework...........................................59

Health and Safety Policy ...................................................................................................................61

Social Management................................................................................................................................61

Social Policies ....................................................................................................................................62

Objectives and Targets......................................................................................................................62

Conditions of Labour, Employment and Work .................................................................................64





Occupational Health, Safety, Emergency and Security.....................................................................64

Community Health and Safety ..........................................................................................................67

External Stakeholders .......................................................................................................................67

Regional Employment and Training ..................................................................................................67

Regional Development and Local Procurement ...............................................................................68

Regional and Local Accessibility to Services and Facilities ...............................................................68

Monitoring .............................................................................................................................................68

Contingency ...........................................................................................................................................68

Reporting................................................................................................................................................68

Internal Reporting.............................................................................................................................68

External Reporting ............................................................................................................................69

Emergency Preparedness and Response.......................................................................................................70

Crisis Emergency and Security Management System ............................................................................70

Crisis Management Plan.........................................................................................................................70

Emergency Management Plan ...............................................................................................................70

Incident Management, Corrective Actions and Preventative Actions ..........................................................71

Incident Management............................................................................................................................71

Corrective and Preventative Actions .....................................................................................................71

Roles and Responsibilities..............................................................................................................................73

Principal..................................................................................................................................................73

Leadership Team...............................................................................................................................73

General Managers, Project Directors/Project Managers, Head of Departments.............................73

Senior Legal Counsel and Head of External Affairs...........................................................................73

General Manager People and HSE ....................................................................................................74

Head of HSE.......................................................................................................................................75

Manager Environment and Approvals ..............................................................................................75

Manager Regional Health and Safety ...............................................................................................76

Manager Community Development .................................................................................................77

Manager Corporate Affairs and Communications............................................................................77

Environmental Superintendents .......................................................................................................78

Health and Safety Superintendents ..................................................................................................78

Roy Hill Environmental and External Affairs Personnel....................................................................79

Roy Hill Health and Safety and Human Resources Personnel...........................................................79

Operational Contractors ........................................................................................................................80

All Personnel ..........................................................................................................................................80

Training and Awareness.................................................................................................................................81

Training ..................................................................................................................................................81

Inductions..........................................................................................................................................81





Training Register ....................................................................................................................................82

Review and Audit ...................................................................................................................................83

Communication..............................................................................................................................................84

Internal Stakeholders.............................................................................................................................84

Communication and Participation ....................................................................................................84

Grievance / Conflict Mechanism.......................................................................................................85

Reporting...........................................................................................................................................85

External stakeholders.............................................................................................................................86

Communication.................................................................................................................................86

External Grievance Mechanism ........................................................................................................87

Reporting...........................................................................................................................................87

Indigenous Peoples ...........................................................................................................................87

Audit and review............................................................................................................................................88

Internal Auditing and Review.................................................................................................................88

Independent Review ..............................................................................................................................88

Primary Producer Supply Chain Review.................................................................................................88

Control of Records .........................................................................................................................................90

Document Control System .....................................................................................................................90

Retention Times .....................................................................................................................................90

Access to Documents .............................................................................................................................90

Action Plan.....................................................................................................................................................91

Appendices ....................................................................................................................................................91





TABLES

Table 2-1: Definitions ...................................................................................................................................... 12

Table 2-2: Abbreviations.................................................................................................................................. 17

Table 2-3: Roy Hill Reference documents ....................................................................................................... 20

Table 2-4: External Reference documents ...................................................................................................... 21

Table 7-1: Project Objectives........................................................................................................................... 45

Table 7-2: Operational Mining Phases ............................................................................................................ 50

Table 8-1: Roy Hill Objectives and Targets for environmental factors............................................................ 56

Table 8-2: Roy Hill objectives and targets for social factors............................................................................ 62

Table 8-3: Integrated Management Standards for Operations....................................................................... 65

Table 8-4: Health and Safety Performance Standards for Operations............................................................ 65

FIGURES

Figure 1-1: Environmental and Social Management Framework...................................................................... 9

Figure 1-2: Roy Hill Project Location ............................................................................................................... 11

Figure 5-1: Location of towns, indigenous communities and tourist sites in proximity to the project. ......... 34

Figure 6-1: Environmental impact assessment and management of construction and operation phases of the Project ....................................................................................................................................................... 37

Figure 6-2: Social impact assessment and management ................................................................................ 39

Figure 7-1 – Roy Hill’s Business Framework .................................................................................................... 46

Figure 7-2: Roy Hill organisational operational structure – Operations Team................................................ 51

Figure 7-3: Roy Hill organisational operational structure – Leadership Team................................................ 52

Figure 7-4: Roy Hill Operating Model .............................................................................................................. 52

Figure 8-1: Environment and social management framework........................................................................ 54

Figure 8-2: Roy Hill EMS document hierarchy................................................................................................. 55

Figure 8-3: Roy Hill HSES Framework .............................................................................................................. 60





APPENDICES

Appendix 1: EPA objectives for relevant environmental factors (EPA, 2013)................................................. 92

Appendix 2: Material environmental and social permits relating to the Project............................................ 95

Appendix 3: Equator Principles (June 2013).................................................................................................. 130

Appendix 4: IFC Performance Standards (January 2012) .............................................................................. 132

Appendix 5: IFC Environmental, Health, and Safety General Guidelines (April 2007) .................................. 136

Appendix 6: JBIC Environmental and Social Guidelines ................................................................................ 138

Appendix 7: NEXI Environmental and Social Considerations ........................................................................ 142

Appendix 8: US EX-IM Environmental and Social Due Diligence Procedures and Guidelines....................... 146

Appendix 9: OECD Revised Council Recommendations ................................................................................ 150

Appendix 10: Roy Hill Governance Policy...................................................................................................... 153

Appendix 11: Roy Hill Environmental Policy.................................................................................................. 154

Appendix 12: Roy Hill Health and Safety Policy............................................................................................. 155

Appendix 13: Roy Hill Stakeholder Engagement Policy................................................................................. 156

Appendix 14: Roy Hill Employment Policy..................................................................................................... 157





IntroductionThis document is the Environmental and Social Management Plan (ESMP) for the Roy Hill Project (Project). The Project is situated in the Pilbara region of Western Australia, approximately 115 km north of Newman, on the flat plains at the eastern end of the Chichester Range (Figure 1-2).

With a defined mineralisation of more than 1.2 billion tonnes of +55% Fe iron ore, enough to sustain a mine life of more than 20 years, the Project will produce 55 million tonnes per annum (Mtpa) of Lump and Sinter Fines Iron Ore products for export to steel mills1.

The Project comprises the construction and operation of state of the art facilities including:

55 Mtpa open pit mine and wet processing plant;

344 km heavy haul railway linking the mine and port;

port stockyard and a two-berth export facility in Port Hedland;

integrated Corporate Headquarters and Remote Operations Centre in Perth; and

supporting infrastructure including a mine site airport and accommodation village.

Roy Hill Holdings Pty Ltd (RHH) is 70% beneficially owned by Hancock Prospecting Pty Ltd (HPPL). The remaining 30% is beneficially owned by Marubeni (Japan), POSCO (Korea) and China Steel Corporation (Taiwan).

RHH is the parent company to Roy Hill Iron Ore Pty Ltd (RHIO) and Roy Hill Infrastructure Pty Ltd (RHI). A key aspect of the corporate structure is that RHIO holds mining assets and RHI holds infrastructure assets. This enables the operation of infrastructure to be separated from the operation of the mine.

RHH, RHIO and RHI are jointly referred to as 'Roy Hill' within this document.

Roy Hill is responsible for the construction and operation of the Project.

1.1 Purpose and Scope

This Roy Hill ESMP is an over-arching plan that defines key objectives for environmental and social management during the construction and operational phases of the Project. The ESMP describes and outlines:

the framework for environmental and social management of Project activities (Figure 1-1);

the environmental and social processes and procedures that will be implemented to meet the Roy Hill environmental and social objectives and targets and ensure statutory compliance; and

how the relevant Environmental and Social Standards will be addressed.

This update to the ESMP is made to reflect changes to the Project activities in accordance with paragraph 1.20(i) of Schedule 3 to the Syndicated Loan Facilities Agreement (SLFA).

1 This Project description achieves the requirements of International Finance Corporation Performance Standards (IFC 6.4)





Figure 1-1: Environmental and Social Management Framework

The Environmental and Social Management Framework (ESMF) meets the requirements of the following International Environmental and Social Standards:

Principles of ISO 14001:2004 “Environmental management systems - requirements with guidance for use” (ISO14001:2004);

Equator Principles (June 2013) (EP);

International Finance Corporation (IFC) Performance Standards (January 2012);

Export Credit Agency (ECA) requirements:

o Japan Bank for International Cooperation (JBIC);

o Nippon Export and Investment Insurance (NEXI);

o Export Import Bank of the United States (US-EXIM); and

o Organisation for Economic Cooperation and Development (OECD).

Australian Standards relating to environmental and social management; and

International Conventions relating to the environment to which Australia is a signatory and which have been ratified into Law in Australia (International Conventions).

Roy Hill recognises that some lenders may categorise the Project as Category A under the Equator

Principles. This ESMP documents the ESMF for the Project and demonstrates that implementation of the

ESMF will meet covenants in the SLFA relating to environmental and social management, compliance

reporting and project decommissioning and closure in accordance with the Equator Principles.





The ESMP applies to the construction and operation of the Project including all components of the mine, rail and port projects. Compliance with the ESMP is mandatory for all Roy Hill personnel, all Contractors and their sub-contractors.

Note: The Roy Hill ESMP is structured to demonstrate how the Environmental and Social Standards will be

addressed. An 'IFC Performance Standards, IFC Environment, Health, and Safety General Guidelines and EP

Requirements Guide' box is included at the beginning of each section of this Plan to annotate which IFC

Performance Standard, IFC Environment, Health, and Safety General Guidelines, Equator Principle and ECA

requirement is addressed in that section.





Figure 1-2: Roy Hill Project Location





Definitions and Abbreviations

DefinitionsCapitalised terms not defined in this section have the same meaning as the definitions in the SLFA.

Table 2-1: Definitions

Term Definition

Aboriginal Heritage Act means the Aboriginal Heritage Act 1972 (WA).

Approving Authority means experts and specialists from the Roy Hill Owner's Team, the PMC and other external organisations as appropriate.

Australian Standardsmeans all standards, principles and guidelines relating to environmental and social management that are required to be complied with by Australian Law and practice.

Dangerous Goods Safety Act means the Dangerous Goods Safety Act 2004 (WA Government).

Environment

means all, or any, of the following:

(a) the air (including, without limitation, any layer of the atmosphere and the air within natural or man-made structures whether above or below ground);

(b) water (including, without limitation, marine, coastal, estuarine and inland waters, watercourses, ground and surface water and water in drains and sewers);

(c) land (including without limitation, surface and sub-surface soil and land under water);

(d) flora, fauna, natural habitats, and ecosystems;

(e) amenity, cultural heritage and archaeology; or

(f) civil society and human beings and any material adverse impact thereon including, without limitation, resettlement, land acquisition or any material adverse impact upon the livelihood or living standards (excluding general inflationary changes) of those persons affected by resettlement or land acquisition at the time of or subsequent to but attributable to such resettlement or land acquisition.

Environment and Social Claim

means any claim, proceeding or formal notice by any person other than Roy Hill Holdings Pty Ltd (RHH), Roy Hill Iron Ore Pty Ltd (RHIO) or Roy Hill Infrastructure Pty Ltd (RHI) or investigation by any public authority, in each case in respect of any Environmental and Social Law or Environmental and Social Standard which is initiated against or issued to:

(a) any of RHH, RHIO or RHI in relation to the Project; or

(b) any other person in relation to the implementation of the Project within the Project Sites of which RHH, RHIO or RHI is aware.

Environmental and Social Impact Assessment

means the environmental and social impact assessment with respect to the Project, including any supplements, modifications or amendments, which shall comply with and be carried out in accordance with the Environmental Law and which has been delivered by RHH as an initial condition precedent to Senior Debt Facilities provided under the Syndicated Loan Facilities Agreement.

Environmental and Social Management Plan

This document.

Environmental and Social Incident

means an incident or accident relating to the Project which under Environmental and Social Law requires any of RHH, RHIO or RHI to undertake, (or to the extent not so required under any Environmental or Social Law which should be taken in accordance with Good Mining Practice), emergency or immediate remedial action and which has the following impacts in any of the categories specified:

(a) in relation to health: death, major disability or health damage;

(b) in relation to society: destruction of or damage to a site or object of cultural or religious significance, or serious social conflict within the community; or

(c) in relation to the Environment: serious, material or persistent damage to the Environment or breaches or violations of Environmental and Social Law, the Environmental and Social Management Plan or Environmental and Social Standards.





Term Definition

Environmental and Social Law

means any applicable law or regulation of Western Australia or Australia with respect to the development, construction and operation of the Project within the Project Site and the carrying out of dredging activities at Port Hedland, and which relates to:

(a) the pollution or protection of the Environment;(b) harm to or the protection of human health and safety;(c) any emission or substance capable of causing harm to any living organism or the

Environment;(d) the emission of greenhouse gases; or(e) social and resettlement issues, including employee relations,

in force from time to time, solely to the extent that it is applicable to the Project, and including:

(i) the Environmental Protection and Biodiversity Conservation Act 1999(Cth);

(ii) the Environmental Protection Act 1986 (WA);(iii) the Clean Energy Act 2011 (Cth);(iv) the NGER Scheme;(v) the Occupational Health and Safety Laws;(vi) the Aboriginal Heritage Act; and(vii) the Native Title (State Provisions) Act 1999 (WA).

Environmental and Social Report

means each report required to be delivered by or on behalf of RHH in accordance with the Syndicated Loan Facilities Agreement.

Environmental and Social Requirements

means the Environmental and Social Laws, the Environmental and Social Standards, Material Environmental Authorisations and the Environmental and Social Management Plan.

Environmental and Social Standards

means those environmental and social standards applicable in relation to the Project, and as reflected in the Environmental and Social Management Plan, including as set out in each of the following:

(a) international conventions relating to the Environment to which Australia is a signatory and which have been ratified into law in Australia;

(b) the JBIC Environmental and Social Guidelines;

(c) the NEXI Environmental and Social Guidelines;

(d) the US-EXIM Environmental Procedures and Guidelines (June 2013);

(e) the IFC Environmental, Health and Safety Guidelines (April 2007) including without limitation the General EHS guidelines and all applicable Industry Sector Guidelines;

(f) the IFC Performance Standards (January 2012);

(g) the OECD Revised Council Recommendations on Common Approaches on Environment and Officially Supported Credits (July 2012); and

(h) any environmental and social standards required to be complied with by the Obligors in order to ensure that the Lenders are in compliance with their obligations under the Equator Principles; and

(i) Australian Standards relating to Environmental Management,

provided that in the event of any ambiguity or conflict between any of these standards:

(i) the standards applicable in order to comply with Environmental and Social Law shall apply or (II), if Environmental and Social Law does not apply, the standards applicable in order to comply with the IFC Performance Standards (January 2012) shall apply; and

(ii) an otherwise ambiguous Environmental and Social Standard that relates to a requirement explicitly covered by Environmental and Social Law, the standards applicable to comply with Environmental and Social Law shall apply.

Environmental Authorisation

means any Authorisation which:

(a) is required to be obtained by any of RHH, RHIO or RHI with respect to the Project; or

(b) is otherwise required to be obtained by any of RHH, RHIO or RHI for the development, construction and operation of the Project,

in each case under Environmental and Social Law, including the Material Environmental





Term Definition

Authorisations.

Environmental Protection Act means Environmental Protection Act 1986 (WA Government).

Environmental Protection and Biodiversity and Conservation Act

means the Environmental Protection and Biodiversity Conservation Act 1999 (Australian Government).

Good Mining Practice

means the exercise of that degree of skill, care, prudence, (operational and financial) foresight and operating practice which would reasonably and ordinarily be expected from the operator of a significant, well established and proven iron ore mine and associated rail and port infrastructure similar to the Project with the assets and operating conditions being consistent with those of the Project, and in a manner consistent with applicable law and the Western Australian Government’s Department of Mines, Industry Regulation and Safety’s guidelines and codes of practice.

Hancock Prospecting means Hancock Prospecting Pty Ltd ACN 008 676 417.

HAZID means Hazard Identification Study.

HAZOP means Hazard and Operability Study.

IFC Performance Standardsmeans IFC Performance Standards on Environmental and Social Sustainability dated January 2012.

Intercreditor Agentmeans the relevant financial institution acting on behalf of all other Financial Institutions as Intercreditor Agent.

International Conventionsmeans International Conventions relating to the environment to which Australia is a signatory and which have been ratified into Law in Australia.

JBIC Environmental and Social Guidelines

means the “Japan Bank for International Cooperation Guidelines for Confirmation of Environmental and Social Considerations” dated April 2012.

Land Administration Act means the Land Administration Act 1997 (WA Government).

Material Authorisation means each Authorisation listed in Schedule 21 (Material Authorisations) of the SLFA.

Material Environmental Authorisations

means the Authorisations listed in Part 1 (Environmental Authorisations) of Schedule 21 (Material Authorisations).

Mining Act means the Mining Act 1978 (WA).

National Greenhouse and Energy Reporting Act

means the National Greenhouse and Energy Reporting Act 2007 (Australian Government).

National Pollutant Inventorymeans the legislative regime which requires the reporting of the emissions of specified substances, as established by the e.

Native Title Act means the Native Title Act 1993 (Australian Government).

NEXI Environmental and Social Guidelines

means the “Guidelines on Environmental and Social Considerations in Trade Insurance” published by NEXI on 1 April 2001 as revised on 1 April 2002, 29 March 2005, 29 November 2006, 21 July 2009 and April 2012 and as in force on the Signing Date.

NGER Rulemeans the National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015(Australian Government).

NGER Scheme

means the legislative regime which requires the reporting of greenhouse gas emissions, energy produced and energy consumed, established by the NGER Act and legislative instruments issued pursuant to the NGER Act including:

(a) the National Greenhouse and Energy Reporting Regulations 2008 and the National Greenhouse and Energy Reporting (Measurement) Determination 2008;

(b) any guidelines thereto issued by the Minister or Government Agency administering the NGER Act; and

(c) any replacement, supplementary or analogous legislative regime or guidelines.

Objective means a goal that an organisation sets itself to achieve, which is quantified where practicable.

Planning and Development Act

means the Planning and Development Act 2005 (WA).





Term Definition

Principalmeans either Roy Hill Infrastructure Pty Ltd ACN 130 249 633 or Roy Hill Iron Ore Pty Ltd ACN 123 722 038 or both.

Project

means the development, construction, financing, completion, testing, commissioning, operation, maintenance and ownership by the Obligors of an integrated open pit iron ore mine (in the Pilbara region of Western Australia), railway facility (to connect the Mine Facilities to the Port Facilities) and port facility (at Port Hedland), capable as an integrated project of producing 55 mtpa (in wet metric tonnes) of Product, and including:

(a) the Roy Hill Mine;

(b) the Mine Facilities;

(c) the Railway Facilities;

(d) the Port Facilities;

(e) the Additional Project Infrastructure; and

(f) all other buildings, facilities and infrastructure constructed or to be constructed on the Project Site.

Remedial Action Plan

means a plan to undertake such measures as may be necessary to remove, remedy, abate, contain, treat, ameliorate or otherwise render compliant any matter that has given rise to or the effects of any:

(a) material breaches of Environmental and Social Standards, Material Environmental Authorisations, the Environmental and Social Management Plan or Environmental and Social Laws; or

(b) Material Environmental and Social Incident,

which the plan must in each case specify, to the extent reasonably appropriate having regard to the applicable matter, time-bound actions (including a date by which RHH reasonably believes that the relevant damage or breach that is the subject of the remediation shall be remedied or cured), targets and success criteria or objectives to be achieved in remedying the damage or breach (including any appropriate clean up levels and the methods to be adopted to ascertain such levels such as risk based corrective actions).

Rights in Water and Irrigation Act

means the Rights in Water and Irrigation Act 1914 (WA Government).

Roy Hill means Roy Hill Holdings Pty Ltd, Roy Hill Iron Ore Pty Ltd, Roy Hill Infrastructure Pty Ltd.

Roy Hill Holdings means Roy Hill Holdings Pty Ltd ACN 123 721 077.

Roy Hill Infrastructure means Roy Hill Infrastructure Pty Ltd ACN 130 249 633.

Roy Hill Iron Ore means Roy Hill Iron Ore Pty Ltd ACN 123 722 038.

Roy Hill Project means Roy Hill mine, port and rail facilities.

Safeguard Mechanism

means the mechanism that operates in relation to the Emissions Reduction Fund by ensuring that emissions reductions paid for through the crediting and purchasing elements of the Fund are not displaced by significant increases in emissions above business-as-usual levels elsewhere in the economy. This was established under the National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015 (Australian Government).

Social Law

means any applicable law or regulation of Western Australia or Australia that applies to the construction and operation of the Project and which relates to:

occupational health and safety;

conditions of labour, employment and work;

human health, safety and security;

indigenous relations and heritage; or

land acquisition.

Specified Material Authorisation

means:

(a) each agreement or document listed in Part 2 of Schedule 20 (Project Documents and Tripartite Agreements) to the SLFA; and

(b) each other agreement entered into by Roy Hill under paragraph 1.21(c)(vi) of Schedule 3 (Covenants)of the SLFA, that is nominated by the Intercreditor Agent as a





Term Definition

Specified Project Document.

Supplemental Terms

means:

(a) in relation to an Amortising Construction Sub-Facility, the terms set out for that Sub-Facility in the relevant part of Schedule 9 to the Syndicated Loan Facilities Agreement, or such other terms as may be agreed between the Borrower and the Sub-Facility Agent of that Sub-Facility; and

(b) in relation to a Corporate Sub-Facility or the FX Options Premium Sub-Facility, the terms set out for that Sub-Facility in the relevant part of Schedule 10 to the Syndicated Loan Facilities Agreement, or such other terms as may be agreed between the Borrower and the Sub-Facility Agent of that Sub-Facility.

SWC Projectmeans the South West Creek Dredging and Reclamation Project approved under Ministerial Statement 859.

Syndicated Loan Facilities Agreement

means the Syndicated Loan Facilities Agreement relating to the financing of the Roy Hill Project dated 20 March 2014 between inter alia, Roy Hill Holdings Pty Ltd, as Borrower, Roy Hill Iron Ore Pty Ltd, Roy Hill Infrastructure Pty Ltd and Roy Hill Operations Pty Ltd, as Guarantors, Australia and New Zealand Banking Group Limited, as Intercreditor Agent, ANZ Fiduciary Services Pty Ltd, as Security Trustee, and the various financial institutions as Senior Finance Parties and Sub-Facility Agents (as amended).

Targetmeans a result towards which efforts are directed that is quantified or measured where practicable, in order to achieve an objective, or part thereof.

Native Title Group

A group of people who have jointly made a claim in an application for determination of native title to the Federal Court of Australia and who from time to time come within the description of the native title claim group in the claim. Or in the case of an approved determination of native title, the persons or group of persons holding the rights comprising the native title rights and interests as identified by the Federal Court of Australia.

Transaction Documents means the Senior Finance Documents and the Project Documents as defined in the SLFA.

US-EXIM Environmental and Social Guidelines

means US-EXIM Environmental Procedures and Guidelines (14 August 2008).

US-EXIM Environmental and Social Guidelines Breach

as defined in clause 16.1.9(a)(3)(C) (ECA Environmental and Social Standards).

Wildlife Conservation Act means the Wildlife Conservation Act 1950 (WA Government).

Workforce means anyone employed directly or indirectly, or acting on behalf of the Principal.





AbbreviationsTable 2-2: Abbreviations

Abbreviation Definition

AA Approving Authority

AIIMS Australasian Inter-service Incident Management System

AS/NZS Australian New Zealand Standard

BoD Basis of Design

CEO Chief Executive Officer

COO Chief Operating Officer

DAA Department of Aboriginal Affairs (WA Government) - formerly DIA - now DPLH

DBCA Department of Biodiversity, Conservation and Attractions (WA Government - current) - formerly DPaW

DEC Department of Environment and Conservation (WA Government) - became DER - now DWER

DER Department of Environment Regulation (WA Government) - formerly DEC - now DWER

DIA Department of Indigenous Affairs (WA Government) - became DAA - now DPLH

DJTSI Department of Jobs, Tourism, Science and Innovation (WA Government - current) - formerly DSD

DMIRS Department of Mines, Industry Regulation and Safety (WA Government - current) - formerly DMP

DMP Department of Mines and Petroleum (WA Government) - now DMIRS

DMS Document Management System

DoE Department of the Environment (Australian Government) - formerly DSEWPaC - now DoEE

DoEE Department of the Environment and Energy (Australian Government - current) - formerly DSEWPaC - then DoE

DoH Department of Health (WA Government - current)

DoW Department of Water (WA Government) - now DWER

DPaW Department of Parks and Wildlife (WA Government) - now DBCA

DPLH Department of Planning, Lands and Heritage (WA Government - current) - formerly DIA then DAA

DSD Department of State Development (WA Government) - now DJTSI

DSEWPaCDepartment of Sustainability, Environment, Water, Population and Communities (Australian Government) -became DoE - now DoEE

DWERDepartment of Water and Environment Regulation (WA Government - current) - formerly DEC, DoW and OEPA -then DER, DoW and OEPA

ECA Export Credit Agency

EHSG IFC Environmental, Health, and Safety General Guidelines

EIA Environmental Impact Assessment

EP Equator Principle

EP Act Environmental Protection Act 1986 (WA Government)

EPA Environment Protection Authority (WA Government - current))

EPBC Act Environment Protection and Biodiversity Conservation Act 1999 (Australian Government)

EPC Engineering, Procurement and Construction

EPFI Equator Principles Financial Institution

ESMF Environmental and Social Management Framework

ESMP Environmental and Social Management Plan






ESMS Environmental and Social Management System

FIFO Fly in Fly out

GD Ground Disturbance

GDA94 Geocentric Datum of Australia 1994 (coordinates)

GHG Greenhouse Gas (emissions)

ha Hectares

HPPL Hancock Prospecting Pty Ltd ACN 008 676 417

HSE Health Safety and Environmental

HSECH Health, Safety, Environment, Community and Heritage

HSEHCQ Health, Safety, Environment, Heritage, Community and Quality

HSES Health, Safety, Emergency and Security

HV Heavy vehicle (e.g. haul truck, water truck, digger, excavator, etc.)

IFC International Finance Corporation

ISO International Organisation for Standardisation

JBIC Japan Bank for International Cooperation

kL Kilolitre (measure of volume)

km Kilometre (measure of distance or length)

L Litre (measure of volume)

m Metres (measure of distance or length)

mg/L Milligrams per Litre

MNES Matters of National Environmental Significance

MS Ministerial Statement

Mt Million Tonnes

Mtpa Million Tonnes per Annum (measure of production rate)

NEXI Nippon Export and Investment Insurance

NGERS National Greenhouse Emissions Reporting Scheme

NPI National Pollutant Inventory

OECD Organisation for Economic Co-operation and Development

OEMP Operational Environmental Management Plan

OEPA Office of the Environment Protection Authority (WA Government) - now DWER (called EPA Services)

OPR Operating Principal Requirements

PHPA Port Hedland Port Authority - now PPA

PMC Project Management Contractor

PPA Pilbara Ports Authority - formerly PHPA

PPE Personnel Protective Equipment

PPR Principal Project Requirements

Project Roy Hill Project

RCA Root Cause Analysis

RHH Roy Hill Holdings Pty Ltd

RHI Roy Hill Infrastructure Pty Ltd

RHIO Roy Hill Iron Ore Pty Ltd

SIA Social Impact Assessment

SLFA Syndicated Loan Facilities Agreement

SLTA Senior Lenders’ Technical Advisor






SRL Special Rail Licence

SSoW Safe System of Work

US-EXIM Export Import Bank of the United States

WA Western Australia





Reference DocumentsTable 2-3: Roy Hill Reference documents

Document title Document number

Roy Hill Aboriginal Heritage Management Specification EA-SPC-00001

Roy Hill Bullying and Harassment Procedure HR-PRO-00030

Roy Hill Change Management Procedure OP-PRO-00291

Roy Hill Contractor Health and Safety Guideline 100RH-0000-HS-GUI-2001

Roy Hill Controlled Document Management Procedure KM-PRO-00001

Roy Hill Crisis Management Plan OP-PLN-00002

Roy Hill Cultural Heritage Management Plan EA-PLN-00002

Roy Hill Emergency Management Plan OP-PLN-00086

Roy Hill Employee Relations Guidelines for Contractors 100RH-0000-IR-GUI-2004

Roy Hill Employment Policy RH-POL-00003

Roy Hill Environment Policy RH-POL-00002

Roy Hill Environmental Audit Procedure OP-PRO-00164

Roy Hill Environmental Basis of Design 100RH-0000-EN-BOD-2001

Roy Hill Environmental Management System Manual OP-MAN-00003

Roy Hill Environmental Performance Standards OP-STD-00001

Roy Hill Governance Policy RH-POL-00005

Roy Hill Health, Safety, Emergency and Security Performance Standards OP-STD-00195

Roy Hill Health and Safety Audit Procedure OP-PRO-00984

Roy Hill Health and Safety Performance Standards PS01 to PS19

Roy Hill Health and Safety Policy RH-POL-00001

Roy Hill Incident Investigation Specification OP-SPEC-00156

Roy Hill Incident, Non-Conformance and Action Management Procedure OP-PRO-00702

Roy Hill Aboriginal Relations Standard EA-STD-00001

Roy Hill Integrated Management Standards STD-0001 to STD-0016

Roy Hill Operational Environmental Management Plan OP-PLN-00043

Roy Hill Management of External Complaints EA-PRO-00002

Roy Hill Mine Closure Plan OP-PLN-00031

Roy Hill Mine Emergency Response Plan OP-PLN-00085

Roy Hill Port Emergency Response Plan OP-PLN-00081

Roy Hill Preliminary Rehabilitation and Closure Plan 100RH-1000-EN-REP-2009

Roy Hill Risk Management Procedure CO-PRO-00038

Roy Hill Rail Emergency Response Plan OP-PLN-00017

Roy Hill Stakeholder and Community Consultation Plan EA-PLN-00003

Roy Hill Stakeholder Engagement Policy RH-POL-00006

Roy Hill Systems Documentation and Document Control Standard RH-STD-00019

Roy Hill Training Competency and Awareness Standard RH-STD-00018

Shire of East Pilbara Community Development Plan Not applicable

Town of Port Hedland Community Development Plan Not applicable





Table 2-4: External Reference documents

Document Title Author/Date

“Guidelines on Environmental and Social Considerations in Trade Insurance” published by NEXI dated July 2009.

NEXI, 2009

Common Approaches for Officially Supported Export Credits and Environmental and Social Due Diligence

OECD, 2012

Department of State Development (at http://www.dsd.wa.gov.au) Department of State Development (now Department of Jobs, Tourism, Science and Innovation), 2010

Environmental Protection Authority (at http://www.epa.wa.gov.au/Pages/default.aspx)

EPA, 2012

Export-Import Bank of the United States (at http://www.exim.gov/) EX-IM, 2013

Fair Work Commission (at http://www.fwc.gov.au) Fair Work Commission, 2013

IFC Environmental, Health and Safety General Guidelines dated April 2007 IFC World Bank Group, 2007

IFC Performance Standards on Environmental and Social Sustainability dated January 2012

IFC World Bank Group, 2012

International Finance Corporation 2012 (at http://www.ifc.org/) International Finance Corporation 2012

ISO14001:2004 – Environmental management systems – Requirements with guidance for use

International Organisation for Standardisation, 2004

Japan Bank for International Cooperation “Guidelines for Confirmation of Environmental and Social Considerations” dated April 2012.

JBIC, 2012

Nippon Export and Investment Insurance (at http://nexi.go.jp/en/) NEXI, 2013

OECD Revised Council Recommendations on Common Approaches on Environment and Officially Supported Credits dated June 2007

OECD, 2007

Organisation for Economic Co-operation and Development (at http://www.oecd.org/australia/)

OECD, 2012

Port Hedland Port Authority (at http://www.phpa.com.au/) PHPA (now PPA), 2011

Revised Council Recommendation on Common Approaches on the Environment and Officially Supported Export Credits

OECD, 2007

The Equator Principles, June 2013 (at http://www.equator-principles.com/).

Equator Principle Association, 2013

US-EXIM Environmental and Social Due Diligence Procedures and Guidelines dated June 2013

US-EXIM, 2013

http://www.equator-principles.com/

http://www.equator-principles.com/

http://www.phpa.com.au/

http://www.oecd.org/australia/

http://nexi.go.jp/en/

http://www.ifc.org/

http://www.fwc.gov.au/

http://www.exim.gov/

http://www.epa.wa.gov.au/Pages/default.aspx

http://www.dsd.wa.gov.au/





Lenders General RequirementsIFC Performance Standards and EP Requirements Guide

This section addresses the specific requirements of:

EP8 (EP8.1, EP8.3) – Covenants

The Project is being financed by a combination of equity from the Sponsors (ultimate owners) of RHH and debt finance from a syndicate of Senior Lenders comprising Export Credit Agencies (ECAs) and commercial banks. As a condition of the finance from the Senior Lenders, Roy Hill provides certain covenants and undertakings in relation to the Senior Lenders Environmental and Social Requirements which comprise the:

Environmental and Social Laws. This is defined in the SLFA as:

“any applicable law or regulation of Western Australia or Australia with respect to the development, construction and operation of the Project within the Project Site and the carrying out of dredging activities at Port Hedland, and which relates to:

(a) the pollution or protection of the environment;

(b) harm to or the protection of human health and safety;

(c) any emission or substance capable of causing harm to any living organism or the Environment;

(d) the emission of greenhouse gases; and

(e) social and resettlement issues, including employee relations,

in force from time to time, solely to the extent that it is applicable to the Project, and including:

(i) the Environmental Protection and Biodiversity Conservation Act 1999 (Cth);

(ii) the Environmental Protection Act 1986 (WA);

(iii) the Clean Energy Act 2011 (Cth);

(iv) the NGER Scheme;

(v) the Occupational Health and Safety Laws;

(vi) the Aboriginal Heritage Act 1972;

(vii) the Native Title (State Provisions) Act 1999 (WA); and

(viii) the Native Title Act 1993 (Cth);

Environmental and Social Standards as defined in this document;

Material Environmental Authorisations (Appendix 2); and

Environmental and Social Management Plan” (this document).

The SLFA requires Roy Hill to provide periodic Environmental and Social Reports summarising its compliance with the Environmental and Social Requirements. The reporting requirements include:

the results of the regular material environmental monitoring to be included in Roy Hill’s monthly management report;

prior to and for one (1) year following the Lenders’ Practical Completion Date, within sixty (60) days after the end of the six-month period ending on 30 June and (ii) ninety (90) days after the six-month





period ending on 31 December, deliver to the Intercreditor Agent a report summarising Roy Hill’s compliance (or any non-compliance and remedial actions taken) with Environmental and Social Requirements during that six (6) month period, including a register of all material Environmental and Social Incidents and material Environmental and Social Claims that occurred during that six (6) month period;

after the date falling one (1) year after the Lenders’ Practical Completion Date and within ninety (90) days after the end of each calendar year thereafter, deliver to the Intercreditor Agent a report summarising Roy Hill’s compliance (or any non-compliance and remedial actions taken) with the Environmental and Social Requirements during that year, including a register of all material Environmental and Social Incidents and material Environmental and Social Claims that occurred during that year;

promptly after its issue, provide a copy of the report as to Roy Hill’s greenhouse gas emissions that is provided under the NGER Scheme;

provide such other information as is reasonably requested by the Intercreditor Agent in relation to Roy Hill’s compliance with the Environmental and Social Requirements, as soon as reasonably practicable after the relevant request is made; and

as and when required, provide any additional reporting with respect to the Environment to the extent required under any Supplemental Terms (these Supplemental Terms form part of the finance documentation).

Roy Hill will be subject to the following environmental and social covenants throughout the life of the loan:

(a) Roy Hill will (or will procure that the relevant person will):

(i) obtain, maintain in full force and effect, replace and renew each Environmental Authorisation as and when (A) required by Roy Hill for the implementation of the Project or (B) otherwise required for the implementation of the Project within the Project Site, including the carrying out of any dredging activities at Port Hedland, by Roy Hill or its contractors or sub-contractors with respect to the Project, in all material respects in accordance with the terms of the Transaction Documents;

(ii) procure that all of (A) Roy Hills’ activities in connection with the Project or (B) any other person's activities with respect to the Project within the Project Site, including the carrying out of any dredging activities at Port Hedland, comply in all material respects with the Environmental and Social Requirements;

(iii) engage with other stakeholders and interested parties with respect to the Project as and where required by applicable Law or the Environmental and Social Requirements; and

(iv) ensure that in carrying out any required remediation work at the Project Site the subject of the Port Facilities Lease and License it has or, to the extent held by a third party, it is entitled to rely on any Authorisation required to enable it to carry out that work without breaching the Aboriginal Heritage Act 1972.

(b) Roy Hill will establish, as and when required in relation to the Project, appropriate procedures to monitor and audit compliance with the Environmental and Social Requirements.

(c) Roy Hill will promptly upon becoming aware thereof, notify the Intercreditor Agent of:

(i) any current or threatened material Environmental and Social Claim;





(ii) any event or circumstances that it believes (acting reasonably) are likely to result in any material Environmental and Social Claim;

(iii) any suspension, revocation, denial or non-renewal of any Environmental Authorisation that continues to be required for the implementation of the Project;

(iv) any material non-compliance by it or (in relation to the Project) the Head Engineering, Procurement, Construction (EPC) Contractor with the Environmental and Social Requirements;

(v) any native title claims or Aboriginal site applications made by any person other than Roy Hill with respect to sites or areas in respect of the Project, the Project Site or the Project Assets;

(vi) any material Environmental and Social Incident.

(d) Roy Hill must provide the Intercreditor Agent with a copy of any material amendment to any Environmental Authorisation issued to it and a copy of any new Environmental Authorisation issued to it.

(e) Roy Hill will indemnify each Senior Finance Party against any cost, loss or liability incurred by that Senior Finance Party as a result of any breach of any Environmental and Social Law by Roy Hill in relation to the Project unless it is caused by that Senior Finance Party's wilful misconduct.

(f) Roy Hill must, if it elects to prepare a Remedial Action Plan to rectify a material Environmental and Social Incident:

(i) notify the Intercreditor Agent of such election and provide such Remedial Action Plan to the Intercreditor Agent as soon as reasonably practicable;

(ii) consult with the Intercreditor Agent and the Senior Lenders’ Technical Advisor (SLTA) in relation to the appropriate steps to be included in a finalised Remedial Action Plan and incorporate any reasonable requests from the Intercreditor Agent or the SLTA into the Remedial Action Plan;

(iii) implement the Remedial Action Plan as soon as reasonably practicable in the circumstances, and comply with it in all material respects, whether or not the Remedial Action Plan has been approved by the Intercreditor Agent at that stage;

(iv) provide the Intercreditor Agent with periodic updates (no less than monthly) in relation to the progress made in implementing and completing the actions in the relevant Remedial Action Plan; and

(v) as soon as reasonably practicable following a request from the Intercreditor Agent, provide an approximate estimate of the costs associated with implementing the measures referred to in the Remedial Action Plan, and thereafter provide notice of any material deviations from such estimates.

(g) Any Remedial Action Plan submitted under paragraph (f) above will be subject to the approval of the Intercreditor Agent (acting in consultation with the SLTA), unless the relevant Governmental Agency is required to assess and approve such Remedial Action Plan and the relevant Government Agency undertakes such assessment and provide such approval, in which case no separate approval of the Intercreditor Agent shall be required.

(h) If, within thirty (30) Business Days of receipt of the draft Remedial Action Plan pursuant to paragraph (f)(i), the Intercreditor Agent has not approved the draft Remedial Action Plan (with assistance from





the SLTA), the Intercreditor Agent and the Borrower will continue to consult in good faith on the appropriate steps to be included in the Remedial Action Plan.

(i) Roy Hill may only make material amendments to the Environmental and Social Management Plan with the consent of the Intercreditor Agent, save that no consent of the Intercreditor Agent is required for any amendments that (i) are necessary to reflect changes to the scope of the Project Facilities or Project activities or changes in milestones with respect to the implementation of the Project or (ii) are necessary or desirable to comply with applicable Environmental and Social Laws and applicable Environmental and Social Standards, provided that the Intercreditor Agent is notified in relation to such amendments in (i) and (ii) above.

(j) Notwithstanding the submission of the Remedial Action Plan to the Intercreditor Agent and the SLTA for their review, the Borrower shall bear sole responsibility for the finalised Remedial Action Plan.





Environmental and Social Laws IFC Performance Standards and EP Requirements Guide


EP3.0 (EP3.1) – Environmental and Social Assessment

EP3 (3.2) – Environmental and Social Standards

EP10 (10.2) – Reporting and transparency

Environmental laws are broadly defined as any applicable law or regulation of Western Australia or Australia with respect to the development, construction and operation of the Project within the Project Site and the carrying out of dredging activities at Port Hedland, and which relate to:

the pollution or protection of the environment;

any emission or substance capable of causing harm to any living organism or the environment; and

the emission of greenhouse gases.

Social laws are broadly defined as any applicable law or regulation of Western Australia or Australia that

apply to the construction and operation of the Project and which relate to:


conditions of labour, employment and work;

human health, safety and security;

indigenous relations and heritage; and

land acquisition.

Legal and Other ObligationsRoy Hill is committed to compliance with environmental and social laws and other requirements that apply to the Project. These requirements include, but are not limited to:

federal and state legislation and regulations;

conditions of approvals, licenses and permits;

terms of agreements or contracts with public authorities, private persons or organisations;

industry codes of practice; and

relevant non-regulatory guidelines.

International

A number of international agreements apply to the Project including:

Japan-Australia Migratory Bird Agreement (1974);

China-Australia Migratory Bird Agreement (1986);

Republic of Korea-Australia Migratory Bird Agreement (2007);

Convention on the Conservation of Migratory Species of Wild Animals (The Bonn Convention) (1979); and

The London Protocol (2006).





Australian Commonwealth Legislation

Commonwealth legislation relevant to the environmental and social aspects of the Project includes:

Aboriginal and Torres Strait Islander Heritage Protection Act 1984;

Age Discrimination Act 2004;

Air Space Act 2007 and Regulations;

Australian Human Rights Commission Act 1986;

Australian Jobs Act 2013;

Civil Aviation Safety Regulations 1998;

Disability Discrimination Act 1992;

Energy Efficiency Opportunities Act 2006 and Regulations;

Environment Protection and Biodiversity Conservation Act 1999 (EPBC Act);

Equal Employment Opportunity (Commonwealth Authorities) Act 1987;

Fair Work Act 2009;

Maritime Transport and Offshore Facilities Security Act 2003;

National Greenhouse and Energy Reporting Act 2007;

National Greenhouse and Energy Reporting (Measurement) Determination 2008;

National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015;

Native Title Act 1993;

Ozone Protection and Synthetic Greenhouse Gas Management Act 1989 and Regulations;

Racial Discrimination Act 1975;

Sea Dumping Act 1981;

Sex Discrimination Act 1984; and

Work Health and Safety Act 2011.

Under the EPBC Act, a proposed action that is likely to have a significant impact on a 'Matter of National Environmental Significance' must be referred to the Commonwealth Department of the Environment and Energy (DoEE) for assessment.

The Fair Work Commission is the national workplace relations tribunal. It is an independent body with power to carry out a range of functions relating to:

the safety net of minimum wages and employment conditions;

enterprise bargaining;

industrial action;

dispute resolution;

termination of employment; and

other workplace matters (Fair Work Commission, 2013).

Australia is a signatory to various international conventions which prevent abuse of human rights such as forced and child labour.

http://www.innovation.gov.au/industry/AustralianIndustryParticipation/Pages/AIP-plans-required-Jobs-Act-2013.aspx





Western Australian State Government Legislation

State Legislation relevant to the environmental and social aspects of the Project include:

Aboriginal Heritage Act 1972;

Agriculture and Related Resources Protection Act 1976;

Building Act 2011;

Bush Fires Act 1954;

Conservation and Land Management Act 1984;

Contaminated Sites Act 2003;

Dangerous Goods and Safety Act 2004;

Energy Safety Act 2006;

Environmental Protection Act 1986 (EP Act);

Environmental Protection (NEPM-NPI) Regulations 1998;

Equal Opportunity Act 1984;

Explosives and Dangerous Goods Act 1961;

Firearms Act 1973;

Health Act 1911;

Heritage of Western Australia Act 1990;

Industrial Relations Act 1979;

Land Administration Act 1997;

Litter Act 1979;

Local Government Act 1995;

Long Service Leave Act 1958

Marine and Harbours Act 1981;

Minimum Conditions of Employment Act 1993;

Mining Act 1978;

Mining Rehabilitation Fund Act 2012;

Mines Safety and Inspection Act 1994;

Native Title (State Provisions) Act 1997;

Occupational Safety and Health Act 1984;

Poisons Act 1964;

Pollution of Waters by Oil and Noxious Substances Act 1987;

Port Authorities Act 1999;

Private Railways (Level Crossings) Act 1966;

Rail Safety Act 1998;

Rights in Water and Irrigation Act 1914;

Road Traffic Act 1974;

http://www.slp.wa.gov.au/legislation/statutes.nsf/main_mrtitle_650_homepage.html







Soil and Land Conservation Act 1945;

Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010;

Town Planning and Development Act 1928;

Wildlife Conservation Act 1950; and

Workers' Compensation and Injury Management Act 1981.

Project Approvals

A large number of Project Approvals have been achieved for the Project. The Project has been subject to assessment and approval under various legislation. Key assessments and approvals have included:

Environmental Impact Assessment and Ministerial approval under Part IV of the EP Act (Section 6);

Environmental Impact Assessment on Matters of National Environmental Significance and Ministerial approval under the EPBC Act (Section 6);

construction and operation of a railway under the Rail Safety Act 1998;

construction and operation of a railway under the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010;

dumping of dredge spoil in marine waters (Sea Dumping Permit) under Sea Dumping Act 1981;

construction and operation of prescribed premises (Works Approvals and Operating Licences) under Part V of the EP Act;

construction and operation of a mine (Mining Proposal) under Mining Act 1978;

construction and operation of a mine (Project Development Plan) under Mines Safety and Inspection Act 1994;

construction of water bores, abstraction of groundwater and surface water, dewatering of groundwaterand disturbance to beds and banks of a watercourse under the Rights in Water and Irrigation Act 1914;

construction and Operation of infrastructure (including accommodation facilities, the airport, and rail terminal yard) under the Town Planning and Development Act 1928 and Building Act 2011;

construction of Port facilities (Port Lease and Licence, Construction Licences) under Port Authorities Act1999;

disturbance of heritage sites under the Heritage of Western Australia Act 1990; and

construction and operation of waste and water treatment facilities and food preparation and other facilities under the Health Act 1911.

The above regulatory assessments have required detailed studies to be undertaken to identify potential project impacts and outline how these impacts will be managed. In addition, Roy Hill’s construction and operational methodologies have been outlined and demonstrated to be consistent with and meet standard industry practice and regulatory requirements. To support these approval applications a suite of management plans and procedures have been submitted to regulatory authorities to demonstrate how Roy Hill will achieve environmental, health, heritage, quality, social and safety standards and requirements.









Compliance with Approval RequirementsThe Roy Hill Source Document Register contains all approvals granted for the Project. The Roy Hill Source Document Register is updated as and when approvals are received.

Roy Hill is registered with State Law Publisher to receive electronic updates when environmental and social laws are amended.

All Roy Hill staff have access to the State Law Publisher and Australasian Legal Information Institute websites where copies of relevant environmental and social legislation can be obtained.

Roy Hill’s legal obligations have been recorded in an electronic obligation management system. The system is used to record conditions of project approvals (including ministerial statements, licences, permits, works approvals and tenement conditions), and is updated as new approvals are received. Actions are assigned where required to ensure that personnel complete necessary requirements within defined timeframes. The obligation management system tracks the management of compliance with requirements during the life of the project.

Compliance with legal obligations is an Operating Principal Requirement (OPR) for operational contractors and operational personnel.

The Contractor’s responsibilities to obtain project approvals relevant to their Scope of Work are defined in each specific contract.





Social ContextIFC Performance Standards and EP Requirements Guide


IFC5 – Land acquisition and involuntary resettlement

IFC7 (IFC7.1) – Identification of Indigenous People.

Social Area of InfluenceThe Project is located within the Shire of East Pilbara and Town of Port Hedland.

The Shire of East Pilbara is the largest Shire in the Southern Hemisphere comprising an area of 371,696 km2. The Shire is sparsely populated with approximately 10,500 people residing within the Shire on a permanent basis.2 The main town sites within the Shire are Newman, Marble Bar and Nullagine. These are also the nearest population centres to the Project and are between 60 and 100 km from the project site.

The Town of Port Hedland encompasses an area of nearly 12,000 km2, and is located approximately 1,600 km north of Perth in Western Australia. Approximately 15,000 people reside on a permanent basis within the Town of Port Hedland.3 The two main residential centres are Port Hedland and South Hedland.

The Port of Port Hedland serves the mineral rich Eastern Pilbara region in Western Australia, with its main export commodity being iron ore. The Port also exports salt, manganese, chromite, copper concentrates and livestock. It is Australia's largest port by annual throughput and was the first Port to exceed the 100 million tonne (Mt) ceiling in 2004–05. The port recorded 460 Mt4 throughput in 2015-16 with a modelled capacity of 495 Mt5, making it the largest bulk minerals export port in the world (PHPA (now PPA), 2011).

Land TenureWestern Australian legislation allows for different types of land tenure to overlap and co-exist. This includes tenure issued under the Mining Act 1978, Land Administration Act 1997, Port Authorities Act 1999and various State Agreements and Pastoral Leases.

The Roy Hill mine project is located within Mining Leases 46/518 and 46/519 issued under the Mining Act 1978. These mining leases are held by RHIO and overlie the Roy Hill pastoral station and lease held by Roy Hill Station Pty Ltd.

The rail project is located within Special Rail Licence L4SA, issued under the Mining Act 1978 and in accordance with the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010. The rail corridor passes through the following pastoral stations:

Roy Hill Station;

Bonney Downs Station;

2 http://www.eastpilbara.wa.gov.au

3 http://www.porthedland.wa.gov.au/town/statistics.html

3 https://www.pilbaraports.com.au/

4 http://www.smh.com.au/business/mining-and-resources/port-hedland-port-increases-shipping-capacity-20151113-gkyr92.html

5 http://www.smh.com.au/business/mining-and-resources/port-hedland-port-increases-shipping-capacity-20151113-gkyr92.html

http://www.smh.com.au/business/mining-and-resources/port-hedland-port-increases-shipping-capacity-20151113-gkyr92.html




https://www.pilbaraports.com.au/

http://www.porthedland.wa.gov.au/town/statistics.html

http://www.eastpilbara.wa.gov.au/





Hillside Station;

Mulga Downs Station;

Kangan Station;

Wallareenya Station;

Indee Station; and

Boodarie Station.

The Roy Hill port project is located within the Port Lease and Licence issued under the Port Authorities Act 1999 and agreed between RHI and Pilbara Ports Authority (PPA) (previously Port Hedland Port Authority). The Port project overlies Boodarie Pastoral Station and lease held by BHP Billiton Pty Ltd.

Various other temporary tenures have been granted to Roy Hill to allow for road construction, laydown areas, borrow pits and other supporting infrastructure associated with the mine, port and rail projects.

No re-settlement of any persons or communities has taken place or will take place in the future as part of the Project. Where the project overlies existing pastoral leases, land access agreements have been executed and provide for the payment of compensation. Native Title Agreements have been entered into with three Native Title Claim Groups: the Kariyarra, Palyku and Nyiyaparli Peoples. The Agreements include commitments, compensation and royalties payable to each of the three Native Title Groups. No physical or economic displacement of people or communities has resulted from the Roy Hill acquisition of its mining, rail or port tenure and nor will any result from the construction and operation of the Project.

Mining Exploration and mining titles (tenements) in Western Australia are granted in accordance with the Mining Act 1978. The Department of Mines, Industry Regulation and Safety (DMIRS - formerly Department of Mines and Petroleum) administers this Act.

Mineral exploration and mining activities are administered under the Mining Act 1978 for onshore areas, and for offshore areas to a limit of (nominally) three nautical miles from the coast. There are a number of types of tenements, including prospecting licences, exploration, retention and miscellaneous licences, and mining and general purpose leases.

The Pilbara is the leading mining sector region in Western Australia, producing over 20% of the world’s iron ore requirements.

Exploration and mining and associated tenure has been secured over a large percentage of the Pilbara region.

Mineral exploration has and continues to occur along the mineralized portions of the Chichester Range. Demand for iron ore is expected to continue to grow as a result of demand from South-East Asia and China. To cater for this demand the mining industry has been expanding mine capacities, opening new mines and upgrading existing regional infrastructure, with new port and rail facilities currently under development (Department of State Development, 2010).

No previous mining activity has occurred within the Project area, however mineral exploration by RHIO and its corporate predecessors has been underway since 1993.

Pastoral ActivitiesThe Pilbara contributes only a small part of the overall agricultural production in Western Australia. Regional conditions are generally unfavourable for crop production and therefore low-density pastoral activities, mainly beef production account for the majority of agricultural output. Pastoral leases now cover about one third of the Pilbara and co-exist with mining activities and conservation areas.





TourismThe Pilbara Region offers a diverse range of parks, reserves and recreational areas. Karijini National Park provides for a range of recreational pursuits and is perhaps the region’s greatest natural attraction. Karijini National Park (Figure 5-1) is centred in the Hamersley Ranges of the Pilbara and situated approximately 100 km west of the mine area, covering an area of some 6,274 km2 it is the second largest National Park in Western Australia.

The Fortescue Marsh (Figure 5-1) is a Priority Ecological Community (PEC) and is listed on the Directory of Important Wetlands of Australia as a wetland of national significance.6 Portions of pastoral leases covering areas of the Fortescue Marsh were relinquished in July 2015. The Department of Biodiversity, Conservation and Attractions (DBCA – formerly Department of Parks and Wildlife) intends to obtain reserve status over these portions of the Fortescue Marsh. This may increase tourist interest in the area.

Indigenous PeopleThe Project has entered into Native Title Agreements with three Native Title Claim Groups:

Kariyarra (WAG 6287/98)

Nyiyaparli (WAD 6280/98); and

Palyku (WAG6168/98).

The Native Title process and the provisions of the Native Title Agreements is outlined in Section 6.2.3.

Workforce ProfileThe construction workforce comprised approximately 38,000 people (of differing trades and skills) in total with a peak workforce of approximately 3,700 personnel at any one time. It is expected that steady state operations will comprise a workforce of approximately 2,000 personnel. Roy Hill has a preference to provide employment to Australian based personnel through its selection of staff and contractors.

The nearest population centres are Marble Bar, Nullagine and Newman, all of which are in excess of 60 km from the mine site. Given the distance of these towns from the mine the workforce is fly in, fly out (FIFO) based on a range of rosters, including an eight days on /six days off and 14 day on / 10 day off / 14 day on /11 day off roster during Roy Hill operations. Employees are accommodated on-site for the duration of their FIFO roster at the Roy Hill Accommodation Village.

The workforce at Port Hedland are mixture of FIFO personnel and Port Hedland based employees and their families.

6 https://www.dpaw.wa.gov.au/images/documents/plants-animals/threatened-species/watsnu/20140772_WATSNU_Dec14_Web.pdf

https://www.dpaw.wa.gov.au/images/documents/plants-animals/threatened-species/watsnu/20140772_WATSNU_Dec14_Web.pdf

https://www.dpaw.wa.gov.au/images/documents/plants-animals/threatened-species/watsnu/20140772_WATSNU_Dec14_Web.pdf





Figure 5-1: Location of towns, indigenous communities and tourist sites in proximity to the project.





Environmental and Social Impact Assessment and StandardsIFC Performance Standards and EP Requirements Guide

This section specifically addresses the specific requirements of:

EP2 (EP2.1, 2.2, 2.3) – Environmental and social assessment

EP3 (EP3.1) – Environmental and social standards

EP4 (EP4.2) –Environmental and Social Management System and Equator Principles Management Plan

EP5 (EP5.1, 5.2, 5.3, 5.4) - Stakeholder engagement

EP7 (EP7.1, 7.2) – Independent review

EP10 (10.1) – Reporting and transparency

IFC1(IFC1.1, 1.3) – Assessment and Management of Environmental and Social Risks and Impacts

IFC3 (IFC3.1, 3.2, 3.3, 3.4, 3.5) – Resource efficiency and pollution prevention

IFC4(IFC4.1) – Community, Health, Safety and Security

IFC 5 (IFC 5.1, 5.2, 5.3) – Land acquisition and involuntary resettlement

IFC6 (IFC6.1, 6.2, 6.3, 6.4, 6.5) – Biodiversity Conservation and Sustainable Management of Living Natural Resources

IFC8 (IFC8.1, 8.2, 8.3, 8.4 and 8.6) – Cultural heritage

EHSG3 (EHSG3.1, 3.2) Community Health and Safety

EHSG4 (EHSG1.3) Construction and Decommissioning

Environmental Impact Assessment Processes

Overview of Western Australian Environmental Impact Assessment Process

In Western Australia, the Environmental Protection Authority (EPA) is an independent advisory body established under the EP Act. The legislative process for assessment and approval of significant proposals (projects) includes an independent review and Environmental Impact Assessment (EIA) of proposals with the potential to have significant environmental effect if implemented.

The EPA makes recommendations to the Western Australian Minister for Environment on whether a proposal should be implemented and the conditions and procedures considered necessary to ensure the environmental and social impacts are acceptable within a set of environmental and social objectives (Appendix 1).

The EIA process is risk-based, and the EPA identifies the key environmental and social factors relating to a proposal that the proponent must quantify. The proponent is required to outline how potential impacts will be mitigated and managed to meet the EPA’s objectives. Detailed studies and risk assessments are required to be undertaken by independent experts as part of the EIA process and must identify potential environmental and social impacts relating to proposals.

The EPA draws upon the expertise of a number of government departments, including specialist environmental organisations, in its assessment of a proposal in order to reach its conclusions and make recommendations to the Minister for Environment. The EPA requires proponents to undertake appropriate consultation with the community and stakeholders before an assessment is made. Full details of the current assessment process are described in the Environmental Impact Assessment Administrative Procedures 2016, available on the EPA website (EPA, 2016).





Opportunities are provided through the EIA process for submissions and comment from other regulatory bodies and the public. The EPA report and recommendations is advertised and any person that disagrees with the content of, or recommendations within, the report can lodge an appeal with the Minister for Environment. Any appeals lodged are investigated by an Appeals Convenor who reports to the Minister in an appeal report that is made public. The Minister for Environment determines the outcome of the appeals.

The Minister for Environment then makes a final determination on whether or not a proposal can be implemented, and the conditions and procedures that should be applied to its implementation following consultation and agreement with relevant decision-making authorities.

Such environmental authorisations include conditions that have statutory force and must be complied with. The conditions require that the proposal be implemented as described in the environmental review document and relevant supporting management plans. In this manner, commitments made by the proponent throughout the assessment process also must be implemented.

Environmental Assessment of the Roy Hill Project

Roy Hill referred the mine (Stage 1 and Stage 2), rail and port projects to the EPA for assessment in June 2009, October 2009, July 2010 and November 2010 respectively. The EPA submitted its Report and Recommendations to the Minister for Environment and approval was granted for the mine (Stage 1 and Stage 2), rail and port projects in December 2009, March 2010, November 2010 and March 2011 respectively under Ministerial Statement (MS) 824, MS 829, MS 847 and MS 858. Roy Hill is responsible for ensuring implementation of the mine, port and rail projects in accordance with MS conditions.

Dredging works required for the construction of the Roy Hill shipping berths were conducted as a part of the South West Creek Dredging and Reclamation Project (SWC Project) approved by the Minister for Environment under MS 859 on 15 March 2011. PPA is the proponent for the SWC Project and is therefore responsible for ensuring implementation of the Project in accordance with MS 859 conditions. Roy Hill conducted the dredging works on behalf of PPA in accordance with the requirements of MS 859 and other relevant approvals. The dredging works were completed in May 2013, future maintenance dredging will be required to be undertaken by Roy Hill during the life of the project.

The EPA objective for each relevant environmental and social factor managed under this ESMP is provided in Appendix 1. The environmental authorisations of the referrals are discussed in Section 6.2.4 and provided in Appendix 2.

Roy Hill is required to report its compliance to the EPA on an annual basis to demonstrate compliance with approval conditions.

The following EIA documentation is accessible and available on-line at the EPA website [http://www.epa.wa.gov.au]:

Environmental Review documentation (Mine, Rail, Port);

EPA assessment reports (EPA Reports 1342, 1345, 1370, 1377, 1439); and

Ministerial Statements (824, 829, 847, 858, 902, 978, 979, 864, 980).

A schematic illustrating the environmental impact assessment and management relating to the construction and operation phases of the Project is provided in Figure 6-1.

Overview of Australian Government Environmental Assessment Process

While the states and territories have responsibility for environmental matters at a State and local level, the EPBC Act is the key Australian Commonwealth Government environmental law for protecting ‘Matters of National Environmental Significance’ (MNES).

http://www.epa.wa.gov.au/





The EPBC Act requires an assessment as to whether a proposed action is likely to have a significant effect on a MNES.

The most relevant MNES is that which aims to protect threatened species and ecological communities. The EPBC Act lists flora and fauna species that are either extinct, extinct in the wild, critically endangered, endangered, vulnerable, or conservation dependent. Ecological communities are listed that are critically endangered, endangered or vulnerable. An assessment requires determining the presence (either confirmed or likely) of listed threatened species and communities in the Project area and the likelihood of significant impacts that may be posed by the proposed action.

If the Minister determines that a proposal may have a significant impact on MNES it will be determined a “controlled action” and subject to assessment by DoEE. There are multiple levels of assessment under the EPBC Act depending on the degree of impact and each step in the assessment is available on the DoEE website [http://www.environment.gov.au].

All components of the Project (Port, Mine and Rail) were referred under the provisions of the EPBC Act (refer to Appendix 2). The then Department of Sustainability, Environment, Water, Population and Communities (now DoEE) determined that the mine and port were not controlled actions and did not require assessment under the EPBC Act. The railway was determined to be a controlled action as it has the potential to impact on MNES and was assessed under the EPBC Act. The impact assessment documentation and Ministerial Approval (2010/5424 and 2010/5867) are accessible and available on-line at the DoEE website [http://www.environment.gov.au].

Figure 6-1: Environmental impact assessment and management of construction and operation phases of the Project

http://www.environment.gov.au/

http://www.environment.gov.au/





Social Impact Assessment Processes

Overview of Social Impact Assessment Process

The potential social impacts of the Project were assessed through the following processes:

EIA conducted by the EPA (refer Section 6.1) and approval granted by the Western Australian Minister for Environment under MS 824, 829, 847, 858 and 859;

submission of detailed proposals required under clauses 7, 8, 9 and 10 of the Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010 (State Agreement Act) outlining matters including:

o community development;

o accommodation, water and energy supply;

o local labour, services and suppliers;

o local content, local business, indigenous companies;

o engagement and training of employees, induction and training;

o project regulatory approvals;

o Native Title;

o health, safety and emergency procedures; and

o community and public safety.

assessment and approval of impacts to cultural heritage sites under Section 18 of the Aboriginal Heritage Act 1972;

assessment and approval of a Project Development Plan by the DMP (now DMIRS) that outlines how the port and mine projects will be constructed and operated to comply with the Mine Safety and Inspection Act 1994; and

assessment and approval of Rail Accreditation Plans by the Office of Rail Safety that outlines how the rail project will be constructed and operated to comply with the Rail Safety Act 2010.

In addition, the social impacts of the Project are managed in accordance with various legislation outlined in section 4.1.

A schematic illustrating the social impact assessment and management relating to the Project is provided in Figure 6-2.





Figure 6-2: Social impact assessment and management

State Agreement Act process

State Agreements are contracts between the Government of Western Australia and proponents of major resources projects developed in liaison with relevant Government agencies that are ratified by a project specific Act of the State Parliament. They specify the rights, obligations, terms and conditions for development of the project and establish a framework for ongoing relations and cooperation between the State and the project proponent.

State Agreements are used by the Western Australian Government to approve the construction of major developments, related downstream processing projects and associated infrastructure investments. Major resource projects require long term certainty, extensive or complex land tenure and are often located in remote areas of the State requiring significant infrastructure development.

The Rail component of the Roy Hill Project is subject to the State Agreement Act. The State Agreement Act required Roy Hill to prepare Community Development Plans that outline:

training and guaranteed employment for indigenous and non-indigenous persons living in the Pilbara region;

regional development and local procurement of goods and services;

contribution to community services and facilities; and

a regionally based workforce.

Community Development Plans for the Town of Port Hedland and the Shire of East Pilbara relating to the construction and operation of the Project were prepared and approved by the Minister for State Development – now DJTSI.





Native Title

Native Title is the recognition by Australian law that Aboriginal and Torres Strait Islander people have rights and interests to land if they can establish that they have maintained a connection with their country substantially uninterrupted from the time British asserted sovereignty over the area to the present day.

Aboriginal and Torres Strait Islander people can apply to have their native title rights recognised under the Native Title Act 2007 (NT Act) by lodging an application for a determination of native title (a claimant application) in the Federal Court. These applications are assessed by the Native Title Registrar and provided they meet the requirements set out in the NT Act the claim is registered on the Register of Native Title Claims. The registration of a claim gives the Native Title Claimant/s certain rights and interests which may include, but are not limited to:

live on the area;

access the area for traditional purposes;

visit and protect important places and sites;

hunt, fish and gather food or traditional resources;

teach law and custom on country; and

negotiate on the use of the land.

The right to negotiate on the use of the land is not a right to stop or veto future development or projects going ahead, rather it is a right to be consulted on how a project is implemented. The most practical way for project developers to recognise native title rights is to enter into an Agreement with the Native Title Claimant Group. Roy Hill has Native Title Agreements with three Native Title Groups; the Kariyarra; Palyku and Nyiyaparli People. Under the Agreements Roy Hill consults regularly with the Native Title groups regarding current and proposed operations. The relevant sections of the Agreements that describe the consultation processes include, but are not limited to:

Native Title Agreement between Roy Hill Infrastructure Pty Ltd and Kariyarra People

o Part D: Consents. Clause 11: relates to Native Title Approvals including future tenure and ancillary tenure.; and

o Part E: Cultural Heritage. Clause 12-22: relates to Heritage Approvals and Heritage survey process.

Native Title Agreement between Roy Hill Infrastructure Pty Ltd and Palyku People.

o Part D: Consents. Clause 10: relates to Native Title Approvals including future tenure and ancillary tenure; and

o Part E: Cultural Heritage. Clause 11-21: relates to Heritage Approvals and Heritage survey process.

Roy Hill Project Agreement between Roy Hill Iron Ore Pty Ltd and Nyiyaparli People

o Part B: Consent and Compensation under Project Agreements. Clause 7 relates to Native Title Approvals including future tenure and ancillary tenure; and

o Part C: Cultural Heritage. Clause 9-15 relates to Heritage Approvals and Heritage survey process.





Material Environmental and Social Permits

The key government agencies responsible for assessing the environmental and social impacts of the Project and granting approval for implementation of the project include the EPA, DoEE, Department of Planning, Lands and Heritage (DPLH - formerly Department of Aboriginal Affairs), the Native Title Tribunal, the Department of Water and Environment Regulation (DWER - formerly Department of Environment Regulation, Department of Water and Office of the Environment Protection Authority), DMIRS and the Department of Jobs, Tourism, Science and Innovation (DJTSI - formerly Department of State Development).

Material Authorisations (key State and Commonwealth approvals) secured to date for the Project are outlined in Appendix 2.

The management of aspects and impacts relevant to the Project are outlined in Section 8.

Stakeholder Consultation During AssessmentA comprehensive Stakeholder and Community Consultation Strategy was developed and a Stakeholder Consultation Program implemented in parallel with the formal EIA and SIA processes outlined in Section 6.

Roy Hill consulted with indigenous groups, landholders, mining companies, pastoral lease holders, government agencies, local government authorities, PPA, non-government agencies and community groups. Consultation undertaken for the Project and Roy Hill’s response to the issues raised is outlined in the Project’s Environmental Review documentation, which is available on the EPA website.

The objective of the Stakeholder and Community Consultation Strategy was to establish open and transparent consultation and communication to build relationships with stakeholders, gather information to guide future decisions, resolve issues at an early stage and ensure that stakeholder feedback was considered during Project design and construction. The consultation program included:

meetings with government and non-government agencies to discuss and identify potential Project impacts and management measures required;

written invitation to stakeholders to comment on the proposed Project and provision of information through brochures and a dedicated website; and

consultation with indigenous groups and landholders to reach agreement and identify and resolve immediate and ongoing issues.

The Stakeholder Consultation Strategy is an ongoing component of the Project Environmental and Social Management Framework (refer to section 8.1 and Figure 8-1). Regular consultation with stakeholders will continue into the future to ensure that issues and concerns are addressed and to develop long term, mutually beneficial relationships in relation to indigenous and community employment, management of cumulative local and regional impacts, community participation and project decommissioning and closure.

The Stakeholder and Community Consultation Plan (EA-PLN-00003) has been developed to document how the Strategy will be implemented during project operations.





Environmental and Social Standards The Roy Hill Environmental and Social Framework is aligned to the International Standards Organisation (ISO) Standard 14001:2004 Environmental Management System. The components of ISO14001:2004 and how these will be implemented during the life of the Project is outlined in Section 8.

The Project will be assessed against a number of Environmental and Social Standards as a part of the project financing process, including:

international conventions relating to the Environment to which Australia is a signatory and which have been ratified into Law in Australia (section 4.1);

Equator Principles (June 2013);

the IFC Performance Standards (January 2012);

the IFC Environmental, Health and Safety Guidelines (April 2007) including without limitation the General EHS guidelines and all applicable Industry Sector Guidelines;

the Japan Bank for International Cooperation (JBIC) Environmental and Social Guidelines;

the Nippon Export and Investment Insurance (NEXI) Environmental and Social Guidelines;

the Export Import Bank of the United States (US-EXIM) Environmental and Social Due Diligence Procedures and Guidelines (June 2013); and

the OECD Recommendations on Common Approaches on Environment and Officially Supported Credits (2012).

This section recognises these standards and outlines how the Australian Environmental and Social Framework and the Roy Hill project Environmental and Social Management Framework meet the requirements of these standards.

Equator Principles

The Equator Principles (EP) are a risk management framework adopted by financial institutions, for determining, assessing and managing environmental and social risk in projects and are primarily intended to provide a minimum standard for due diligence to support responsible risk-decision-making (Equator Principle Association, 2011).

Equator Principle Financial Institutions (EPFIs) commit to implementing the EPs in their internal environmental and social policies, procedures and standards for financing projects and will not provide Project Finance or Project-Related Corporate Loans to projects where the client will not, or is unable to comply with EPs (Equator Principle Association, 2011).

Appendix 3 outlines the objectives and specific requirements relevant to each EP and details how the Project will achieve compliance with these requirements.

IFC Performance Standards

The International Finance Corporation (IFC) is the largest global development institution focussed on private sector in developing countries. The IFCs Sustainability Framework articulates the Corporation’s strategic commitment to sustainable development, and is an integral part of IFCs approach to risk management. The Sustainability Framework comprises IFC's Policy and Performance Standards on Environmental and Social Sustainability. The Performance Standards provide guidance on how to identify risks and impacts, and are designed to help avoid, mitigate, and manage risks and impacts as a way of doing business in a sustainable way, including stakeholder engagement and disclosure obligations of the client in relation to project-level activities (International Finance Corporation, 2012).

In order to enable an investment to be made with the IFC, Roy Hill is required to meet the eight IFC Performance Standards.





Appendix 4 outlines the objectives and specific requirements relevant to each IFC Performance Standard and details how the Project will achieve compliance with these requirements.

IFC Environmental, Health, and Safety General Guidelines

The IFC Environmental, Health, and Safety General Guidelines is a technical reference document providing general and industry-specific examples of Good International Industry Practice. These Environmental, Health, and Safety General Guidelines are applied when one or more members of the World Bank Group are involved in a project, as required by their respective policies and standards. The Environmental, Health, and Safety General Guidelines contain the performance levels and measures that are generally considered to be achievable in new facilities by existing technology at reasonable costs (International Finance Corporation, 2007).

Appendix 5 outlines the objectives and specific requirements relevant to the IFC Environmental, Health, and Safety General Guidelines and details how the Project will achieve compliance with these requirements

JBIC Environmental and Social Guidelines

JBIC is a policy based financial institution of Japan which promotes overseas development and securing of resources which are important for Japan and the promotion of overseas business with the purpose of preserving the global environment.

When considering projects for lending, the JBIC applies the Guidelines for Confirmation of Environmental and Social Considerations. The Guidelines are aimed at contributing to the social and economically sound development of the international community through consideration of environmental and social aspects of all projects (JBIC, 2012).

NEXI Environmental and Social Guidelines

NEXI is the official export credit agency of Japan. When considering a project application, NEXI assesses the environmental and social aspects of the project against the Guidelines on Environmental and Social Considerations in Trade Insurance (NEXI Guidelines). The NEXI Guidelines include procedures to screen projects and categorise projects based on predicted impact on the environment. Category A and B projects are subject to environmental review (NEXI, 2013). Environmental reviews are assessed against a project sector specific environmental checklist.

US-EXIM Environmental and Social Due Diligence Procedures

The US-EXIM is the official export credit agency of the United States.

When considering a project for finance, US-EXIM takes into account the potential beneficial and adverse environmental effects. US-EXIM recently reviewed its Environmental Procedures and Guidelines to bring the guidelines into full compliance with the most recent OECD ‘Common Approaches for Officially Supported Export Credits and Environmental and Social Due Diligence,’ in addition to the Equator Principles (US-EXIM, 2013).





OECD Recommendations on Common Approaches on Environment and Officially

Supported Credits

The OECD’s mission is to promote policies that will improve the economic and social wellbeing of people around the world. To enable this, the OECD has developed the ‘Revised Council Recommendation on Common Approaches on the Environment and Officially Supported Export Credits’ (the Recommendation). This Recommendation aims to promote coherence amongst OECD member policies regarding export credit, environmental, climate change, social and human rights policies and commitments under international agreements and conventions, in order to contribute towards sustainable development. The Recommendation also develops common procedures and processes for environmental and social review and good practice and consistent review and assessment processes for projects which benefit from expert credit (OECD, 2012).

An overview of how the JBIC, NEXI, US-EXIM and OECD Guidelines align with the Equator Principles and IFC Performance Standards and what section of this plan addresses these standards is detailed in Appendix 6, Appendix 7, Appendix 8 and Appendix 9 respectively.





Business Management FrameworkIFC Performance Standards and EP Requirements Guide

This section specifically addresses the specific requirements of:

IFC1(IFC1.5) – Assessment and Management of Environmental and Social Risks and Impacts

IFC6 (IFC6.5) - Biodiversity Conservation and Sustainable Management of Living Natural Resources

EHSG2 (EHSG2.1) Occupational Health and Safety

Roy Hill's Business Management Framework comprises a series of interrelated management systems, procedures and plans to ensure the Project is delivered in accordance with Project requirements and is operated to achieve the export of 55 Mtpa of iron ore.

The Project is operated on the basis that sustainability initiatives are sound business decisions that reduce project and operational costs. Sustainability starts with the design of the Project and remains a benefit to the workforce, the stakeholders and the business operations. Key project objectives are critical to ensuring ongoing project sustainability.

Project objectives to be delivered during project execution are outlined in Table 7-1.

Table 7-1: Project Objectives

Objective Description

Safety and Employee Relations Roy Hill is committed to implementing a safe system of work commensurate with achieving acceptable safety performance.

Budget

Roy Hill will award contracts and deliver the Project within budget, by implementing rigorous change management systems to negate unsupportable growth and/or changes and claims arising from otherwise "controllable" issues. Take a 'whole-of-business' approach to option analysis, taking into consideration operating cost, operability, maintainability, safety, heritage and the environmental.

ScheduleRoy Hill will achieve defined commissioning and ramp-up milestones, by implementing strategies to target schedule goals, without compromising safety, environmental, quality and stakeholder requirements.

Performance and Quality

Roy Hill will achieve nameplate capacity across all equipment and the total project system, with zero rework, by delivering facilities that meet specified performance, quality and regulatory standards and targets. Use standardisation where applicable and implement leading edge technologies for automated operation of project systems.

Community

Roy Hill will actively promote and participate in open communication and consultation, with all Project participants, being sensitive to the potential impact of the Project and workforce behaviours on the community. Seek community endorsement that the Project is a positive influence on their lives with tangible community benefits.

EnvironmentRoy Hill will achieve compliance with environmental requirements and commitments, implement control plans and seek community and stakeholder endorsement of the Project in regard to the environment.

Vision and ValuesRoy Hill’s Business Framework provides the systems and structure to achieve the strategic business objectives which focus on five key areas:

apply innovative, risk-managed decision making;

embrace and respect our Roy Hill community;

financial prudence;

business improvement culture; and

utilise technology and capability to future proof our business.





Roy Hill has a vision to be a high performing iron ore business where people contribute and realise their full potential. Roy Hill is committed to:

streamline processes to drive high performance;

work with people who are best in their field;

build a culture of commitment and contribution;

develop a ‘thinking organisation’ to continue our legacy; and

be an organisation which delivers what it says it will deliver.

The Governance Policy (Appendix 10) identifies key corporate principles to achieve this vision whilst delivering sustained, low cost production of ire ore which is consistent in quality and grade.

Figure 7-1 depicts Roy Hill’s Business Framework.

Figure 7-1 – Roy Hill’s Business Framework





Roy Hill has established four core values to assist in defining how the company and employees approach the work of Roy Hill. These core values underpin the behaviours that employees and business are expected to demonstrate when undertaking work and are focused in four areas:

Lead

o To passionately commit to achieving Roy Hills objectives.

o To take accountability for our actions.

Care

o To care for the health, safety and assets of the Roy Hill community.

o To collaborate within and across teams.

o To respect individual differences by being open and fair.

Think

o To combine cross-industry methods, technology and judgment to create innovative prudent solutions.

o To value learning and share knowledge with each other.

Perform

o To manage risk and produce sustainable value.

o To use our capabilities and agility to overcome challenges and achieve great outcomes.

Project Management and Controls

Project Procedures

The project has project-specific management control plans, based on proven systems. The management control plans have supporting procedures and workflows that define how project actions will be undertaken and who has responsibility and accountability for key tasks and activities.

Management control plans have been developed for each core function area. Their corresponding procedures are supported by standard forms and templates.

Contractors engaged to deliver project operational activities are responsible and accountable to undertake and deliver their scope of works in accordance with their established and proven procedures. For largescopes, contractors are required to submit a formal Project Execution Plan, which is reviewed and approved by Roy Hill management.

Environmental and social matters are addressed through implementation of OPRs which are included in the contractor’s contractual requirements.

Engineering

Project engineering is undertaken by contractors in accordance with the Projects functional requirements. Appropriate tollgate reviews including Hazard Identification Study (HAZID), Hazard and Operability Study (HAZOP), design reviews, reliability, operability, maintainability, constructability and commissioning are required to be carried out.

Management of environmental and social impacts are considered and is addressed as appropriate through these engineering tollgate reviews, which are undertaken to determine if all the goals in the development stage have been completed.





Project Controls

Roy Hill has in place the key systems to deliver the Project including:

a cost management system to manage and report capital costs;

a tool for project scheduling;

manual interface procedures established between cost management system and the corporate finance system;

a document control system;

environmental and social management systems;

a safety management system; and

contractor project control plan process.

Trend and Change Management

The Roy Hill Change Management Procedure (OP-PRO-00291) ensures all changes are reported in a change register and are assessed in terms of impact on:

project cost;

schedule;

approvals; and

environmental and social values.

Based on published authority limits and where deemed appropriate, a contract change notice procedure is implemented.

Project Reporting

A Project-wide reporting procedure addresses forecast project costs, performance against commitments and any other known project issues relevant at the time.

Contracts and Procurement

A systematic approach to award of Contracts and procurement of goods and services is undertaken and includes an evaluation of technical, environmental, approval and commercial requirements, a reconciliation with budget and a formal written recommendation for approval to support the contract award or procurement decision.

Risk Management

Roy Hill's Risk Management Framework forms the basis of the approach to risk management across the business, including Project Delivery, Operational Readiness and corporate functions. The framework establishes clear parameters for the monitoring and assurance of risk management activities by contractors, as well as within the Roy Hill business.

The overall objective of the Risk Management Framework is to instil the appropriate behaviours and processes within the business and to drive consistent and effective application of risk management at an enterprise, project and operational level. Specifically, this is achieved by:

discussing the principles that form the basis of the behaviour expected from all staff and contractors in order to achieve a risk-aware culture linked to Roy Hill’s business strategy (objectives and goals);

describing the leadership and governance mechanisms to support this risk-aware culture (responsibilities and accountabilities);





outlining key tools or enablers to be used in the Risk Management Framework (procedures, assessment criteria, risk registers and risk management plans); and

providing guidelines regarding the continuous review and improvement of Roy Hill’s Risk Management Framework (review, governance and assurance).

The Risk Management Procedure (CO-PRO-00038) is required to be implemented during the operations

phase of the project. Monthly operational risk meetings are held with all General Managers where their

risk profiles are aggregated and discussed with the Chief Operating Officer. Action plans and strategies are

then formulated and tracked.

Key environmental and social risks have been captured in the Corporate Risk Management Register and risk owners assigned accordingly. It is the responsibility of the designated risk owner to ensure that the risk controls and other mitigation measures that have been identified are implemented and that the register is updated to reflect these controls. All corporate, project delivery and operational risks are captured within a dedicated risk management data base which is accessible to all key personnel.

Safety Controls

Roy Hill has adopted a systematic approach to the management of Health, Safety, Emergency and Security (HSES). Underpinning this approach is the Roy Hill HSES management system that encompasses the elements of a Safe System of Work (SSoW).

The SSoW defines how work is structured so that it may be executed safely. Four core elements make up the Roy Hill SSoW being:

Planning;

People;

Equipment; and

Response to change.

Environmental and Social Controls

Roy Hill has implemented an Environmental and Social Management Framework aligned to ISO14001:2004, which includes:

Roy Hill Corporate Policies

Environmental and Social Management Plan (this document);

environmental and social objectives and targets;

environmental and social management plans, procedures and guidelines; and

environmental and social legal obligation registers.

Quality Assurance and Control

Quality assurance plans specify the quality assurance requirements of the project to ensure successful compliance with OPRs. Contractors remain responsible for performance of their scope of work or services and Roy Hill have the right to audit contractors against their quality assurance plan.

Project Planning FrameworkA Bankable Feasibility Study was conducted during 2009/2010. A robust study methodology was implemented focusing on a structured approach to develop the project. The approach resulted in a detailed and optimized definition of the Project scope. A standardised approach was adopted across the Project, driven by an integrated management team which included the Owner's Team and the Engineering Consultant, for the following activities:





development of the Basis of Design;

pricing of equipment, commodities and labour;

preparation of capital and operating cost estimates;

preparation of Project Schedules; and

logistics and transport pricing.

In addition, a number of detailed engineering, transport and technical studies were undertaken comprising design option assessments. The assessment of alternative project options included an analysis of impacts to environmental and social values including costs and benefits.

Project Construction FrameworkThe Project was constructed through an Engineering, Procurement and Construction (EPC) and Project Management Contractor (PMC) contract delivery model with early contractor involvement in the design, planning and delivery process. The PMC was engaged to manage the EPC Contractor, infrastructure contractors and subcontractors, and procurement contracts throughout the construction phase of the Project, in an audit and governance role.

A Roy Hill Owner’s Project Construction Team was responsible for delivery of construction of the Project,which was managed by a Project Director who reported directly to the CEO.

An Approving Authority (AA) was established during design and construction to ensure that construction contractors were delivering in accordance with the agreed scope, specification, and quality and risk profileas contained in the PPR documentation. Contractors were contractually required to adhere to PPRs. The AA included experts and specialists from the Roy Hill Owner's Team, the PMC and other external organisations as appropriate.

Operations Management FrameworkRoy Hill will utilise traditional mining methods and equipment to achieve a peak mining rate of 330 Mtpa (dry) of which a peak product of 55 Mtpa will be exported to overseas markets. The remaining material deemed not to be ore, will be either disposed to the tailings storage facility, used to backfill mine pit voids or be disposed to permanent waste rock dumps.

The ore production rate is not expected to peak until 2018. Operational mining phases are shown in Table 7-2 below.

Table 7-2: Operational Mining Phases

Timeframe Operational Mining Phase

April 2014 Mining Contractor commences clear and grub activities for initial mining areas(completed)

July 2014 Mining Contractor commences drill and blast activities (completed)

April 2014 Mining Contractor and owner fleet commence mining activities (including stockpiling of ore) (completed)

September 2015 - January 2016 Commissioning of process plant (completed)

January 2016 - May 2018 Process plant ramp-up (underway)

May 2018 onwards Steady state production through to end of mine life





Mining activities for the entire Life of Mine will be conducted by the owner, Roy Hill. In conjunction with owner operator mining activities, a mining contractor has been engaged during the first four years of mine life to undertake initial pre-strip and ore stockpiling. This enables the ramp up of the owner mining fleet and recruitment of owner mining operating workforce.

Prior to mining, clearing of vegetation and stockpiling of topsoil is undertaken. This material is stored nearby so that it is ready for use at a later date during mine rehabilitation. Once sufficient pit areas have been backfilled and shaped, all newly stripped material will be taken direct to these completed areas and re-spread as part of the progressive rehabilitation process.

Operational Plans

A suite of operational plans and procedures have been developed which inform Roy Hill personnel and contractors of operational management requirements including environment and social management. Operational contractors are contractually obligated to adhere to OPRs.

Operations Management Structure

The organisation model is based upon a single management structure that is centred around theOperations Team. The management structure for the Operations Team, is set out in Figure 7-2.

Figure 7-2: Roy Hill organisational operational structure – Operations Team

The Roy Hill Leadership Team (Figure 7-3) is responsible for assisting the CEO to make key corporate decisions. The Leadership Team has considerable project start-up/ramp-up experience, project delivery and operational experience. The Leadership Team contains key management, project management and operations positions. The Senior Legal Counsel and Head of External Affairs and General Manager People and HSE are part of the Leadership Team and report directly to the CEO.

The Senior Legal Counsel and Head of External Affairs, General Manager People and HSE with support from the Manager Environment and Approvals, Manager Community Development, Manager Regional Health and Safety and Manager Emergency and Security are responsible for ensuring environmental and social requirements and standards are communicated, implemented and complied with throughout the project.





Figure 7-3: Roy Hill organisational operational structure – Leadership Team

Operating Model

The Roy Hill Operating Model (Figure 7-4) is based on five key systems:

The Demand System - defines the fundamental purpose of the company which is to deliver ore from the ore body to customers, with a goal to maximise the value from operations;

The Governance System - identifies risk and works through to deliver adjustments to policy, standards and procedures to mitigate the risk, with a goal to minimise business risk;

The Improvement System - defines the standard process that all improvement functions follow in effectively delivering improvements to the business, with a goal to continuously improve the business;

The People System - encompasses the identification, selection, training and development of people within the organisation, with the goal to deploy people to most efficiently achieve the business objectives; and

The Supply System - defines the fundamental purpose of supply, to assure production continuity and asset availability by delivering the right parts and consumables where and when required to the Mine, Rail and Port operations, with the goal to optimise production availability in line with Demand Chain requirements.

Each system has a specific goal and success criteria which is defined in a business objective map. This map is the basis for determining improvements within the business, utilising the business improvement methodology, whilst retaining a holistic focus on the business rather than being distracted by the localised objectives of a particular business function.

Figure 7-4: Roy Hill Operating Model





Environmental and Social Management IFC Performance Standards and EP Requirements Guide


EP2 (EP2.2, 2.3) – Environmental and Social Assessment

EP3 (EP3.1, 3.2) – Applicable Environmental and Social Standards

EP4 (EP4.1, 4.2) – Environmental and Social management system and Equator Principles action plan.

EP 9 (EP9.1 and 9.2) – Independent monitoring and reporting

EP10 (EP10.2) – Reporting and transparency

IFC1 (IFC1.1, 1.2, 1.4, 1.6, 1.7) – Assessment and Management of Environmental and Social Risks and Impacts

IFC 2 (IFC 2.1, 2.2, 2.3, 2.4, 2.5) – Labour and working conditions

IFC3 (3.1, 3.2, 3.3, 3.4, 3.5) – Resource Efficiency and Pollution Prevention

IFC4 (IFC4.1, 4.2) – Community, Health, Safety and Security

IFC6 (IFC6.1, 6.2, 6.3, 6.4, 6.5) – Biodiversity Conservation and Sustainable Management of Living Natural Resources

IFC7 (IFC7.1, 7.2, 7.3, 7.4, 7.5, 7.6) – Indigenous Peoples

IFC8 (IFC8.1, 8.2, 8.3, 8.4, 8.6, 8.7, 8.8) – Cultural Heritage

EHSG1 (EHSG1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7, 1.8) Environmental Guidelines

EHSG2 (EHSG2.1, 2.3, 2.4, 2.5, 2.6) Occupational Health and Safety Guidelines

EHSG3 (EHSG3.1, 3.2, 3.3, 3.4, 3.5, 3.6) Community Health and Safety Guidelines

EHSG4 (EHSG4.1, 4.2, 4.3) Construction and Decommissioning Guidelines

Environmental Management FrameworkEnvironmental and social management for the design, construction and operation of the Project is implemented in accordance with ISO14001:2004 and the Environmental and Social Management Framework (Figure 8-1) which comprise the following:

overarching policies;

identification of aspects and impacts;

legal requirements;

objectives and targets;

roles and responsibilities;

communications;

operational controls;

emergency response;

monitoring;

audit; and

management review.

Environmental and social risks and impacts are managed through:





avoidance of the project activity where practicable to eliminate the risk or impact;

mitigation and management identification and implementation of measures and actions to eliminate or reduce risks or impacts;

monitor and review the effectiveness of mitigation and management measures and actions and identify and implement contingency actions; and

review of risks and impacts and mitigation, management and monitoring measures on a periodic basis with a view to achieving continual improvement in environmental and social management.

Figure 8-1: Environment and social management framework

Environmental Management System

Environmental objectives and targets will be achieved through the implementation of this document andthe Roy Hill Environmental Management System (EMS).

The structure of the Roy Hill EMS is consistent with the Australian Standard AS/NZS ISO 14001:2004

Environment Management Systems. It is made up of the four principal elements which correspond to the

standard components of any quality management system - Plan, Do, Check, Act.

To deliver the required objectives of the EMS, Roy Hill has developed a document hierarchy that aligns with Roy Hill’s Integrated Management System. The hierarchy provides a structured framework for document management, and is depicted in the Figure 8-2.





Figure 8-2: Roy Hill EMS document hierarchy

Environmental Policy

The Health and Safety Policy and Environmental Policy identifies key corporate principles to good Health, Safety, Environment, Community and Heritage performance.

The Environment Policy (RH-POL-00002) is a principal Project environmental management document. The objectives, targets and practices outlined in this ESMP are consistent with the commitments set out in the Environment Policy. The Environment Policy is communicated to all personnel via the induction process, displayed on notice boards and available on the Roy Hill intranet.

The Environment Policy has been developed to meet the requirements of ISO14001:2004 and is provided as Appendix 11.

EMS Manual

The Environmental Management System (EMS) Manual (OP-MAN-00003) describes the elements of the Environmental Management System and related expectations, which must be met in all Roy Hill activities. The Roy Hill Environmental Performance Standards (OP-STD-00001) outline the key minimum standards that are required to meet mandatory approval conditions and legislative requirements.

The Standards have been developed so that they align with the Environmental Policy, Environmental Management System and Operational Environmental Management Plan (OEMP) (OP-PLN-00043).

The scope of the Environmental Performance Standards covers all facilities, assets and activities under the operational control of Roy Hill. Compliance with these Environmental Performance Standards is mandatory for all Roy Hill personnel, contractors and their sub-contractors.





Environmental Objectives and Targets

The Roy Hill environmental objectives and targets for each environmental factor relevant to the Project are detailed in Table 8-1.

Table 8-1: Roy Hill Objectives and Targets for environmental factors

Factor Roy Hill Objectives Targets

Flora and vegetation Minimise adverse impacts on the

abundance, species diversity, geographic distribution and productivity of vegetation communities.

Maintain ecological integrity and seed viability as far as practicable in stripped topsoil and cleared vegetation for use in progressive rehabilitation.

Compliance with State and Commonwealth environmental legislation relating to native vegetation.

Compliance with project regulatory approval requirements relating to native vegetation.

Maintain topsoil as a resource for reuse.

Develop and maintain stable constructed landforms.

Fauna Minimise the temporary and

permanent reduction or fragmentation of existing fauna habitat.

Minimise direct impacts on fauna including through vehicle collision, entrapment in construction works, or extraordinary exposure to predators.

Minimise disturbance to and mortality of protected or conservation significant fauna within the Project site.

Compliance with State and Commonwealth environmental legislation relating to native fauna.

Compliance with project regulatory approval requirements relating to listed and conservation significant fauna.

Compliance with project regulatory approval requirements relating to native vegetation.

Avoid impacts to priority fauna habitat where practicable.

Minimise mortality of listed fauna of conservation significance where practicable.

Benthic communities and habitat

Minimise impacts to the marine environment.

Minimise actual or potential impacts on mangroves, cyanobacterial mats and benthic primary producing habitat.

Minimise impact to marine fauna

Compliance with State and Commonwealth environmental legislation relating to the marine environment including benthic communities and habitats and marine fauna.

Compliance with project regulatory approval requirements relating to the marine environment including benthic communities and habitats and marine fauna.

No unauthorised release of any emissions to the marine environment during construction works.

Groundwater Minimise impact to the quantity

and quality of groundwater in order to minimise environmental impacts

Compliance with State and Commonwealth environmental legislation relating to






on the surrounding environment.

Ensure changes to groundwater quality and flows (hydrogeology) do not adversely impact on the Fortescue Marsh.

Promote sustainable use of groundwater resources throughout construction and operation and regeneration of the aquifer post-operations.

groundwater resources.

Compliance with project regulatory approval requirements relating to groundwater abstraction and quality.

Groundwater drawdown aligns with the drawdown model.

Surface water and tidal processes

Minimise impacts to the quantity and quality of surface water in order to minimise environmental impacts downstream environments.

Compliance with State and Commonwealth environmental legislation relating to surface water.

Compliance with project regulatory approval requirements relating to surface water and tidal processes.

No unauthorised release of any pollutant to surface water.

Minimise release of sediments to surface water.

Aboriginal heritage To minimise impact to cultural sites

identified through extensive consultation with Native Title Groups.

To meet obligations under Native Title Agreements.

Compliance with State and Commonwealth environmental legislation relating to aboriginal heritage.

Compliance with regulatory approval requirements relating to Aboriginal heritage.

No unauthorised impacts to identified Aboriginal heritage sites.

Dust Minimise the generation of dust. Compliance with State and Commonwealth

environmental legislation relating to air emissions, including dust.

Compliance with project regulatory approval requirements relating to dust.

Minimise impact to nearby sensitive receptors.

Weeds and pathogens Identify populations of declared

weeds within Project areas.

Minimise the spread and proliferation of declared weeds.

Contribute towards eradication of declared weeds within Project areas.

Compliance with State and Commonwealth environmental legislation relating to declared weeds.

Compliance with regulatory approval requirements relating to declared weeds.

Minimise introduction of declared weed species into project site from project






activities.

Weed infestations within project areas are not spread beyond current extent as far as practicable.

Existing declared weed infestations within project site.

Acid sulphate soils Identify Acid Sulphate Soil risk areas

across the Project.

Manage Acid Sulphate Soils in accordance with the Roy Hill Acid Sulphate Soils Management Plan (100RH-4000-EN-PLN-2005).

Compliance with State and Commonwealth environmental legislation relating to acid sulphate soils.

Compliance with regulatory approval requirements relating to acid sulphate soils.

Identify all acid sulphate soils prior to commencement of work.

Minimise potential emissions of acidic leachate from project work areas.

Greenhouse gas Minimise generation of greenhouse

gas emissions through supply demand chain choices where practicable.

Reduce cumulative carbon footprint over the life of the Project as far as practicable.

Compliance with State and Commonwealth environmental legislation relating to greenhouse gas emissions, including the National Greenhouse and Energy Reporting Act 2007.

Maintain greenhouse gas emissions and emissions intensity below Roy Hill’s baseline level as set by the Safeguard Baseline Application under the National Greenhouse and Energy Reporting (Safeguard Mechanism) Rule 2015.

Identify opportunities for energy efficiencies and reductions in potential greenhouse gas emissions through construction, procurement and/or design decisions where practical and economically viable.

Noise and vibration Protect the amenity of fauna and

nearby residents from noise impacts resulting from activities associated with the Project.

Compliance with Environmental Protection (Noise) Regulations 1997 and other relevant legislation.

Compliance with regulatory approval requirements relating to noise.

Minimise impact to nearby sensitive receptors.

Closure and rehabilitation Undertake rehabilitation to ensure

the site is (physically) safe to humans and animals, (geo-technically) stable, (geo-chemically) non-polluting, and capable of

Compliance with State and Commonwealth environmental legislation relating to closure and rehabilitation.

Compliance with regulatory approval requirements relating to closure and






sustaining the agreed post-mining land use.

Develop and update a Mine Closure Plan in accordance with Section 84AA of the Mining Act

Implement Mine Closure Plan during and post mining operations.

rehabilitation.

All disturbed areas not required for ongoing operations are progressively rehabilitated prior to completion of construction.

Mine pit voids are progressively backfilled and rehabilitated to achieve rehabilitation completion criteria outlined in Mine Closure Plan.

Construction landforms are safe, stable and self-sustaining at closure.

The objectives and targets for the factors identified in Table 8-1 will be achieved through implementation of the OPRs and OEMP.

The OPRs and OEMP detail the management strategies to be implemented to ensure the project is managed to meet the Roy Hill objectives and targets, Environmental Performance Standards and project approval requirements.

Operational Environmental Management Plan

The OEMP has been developed for the mine, port and rail components of the Project, and outlines the EMS requirements to be undertaken. The OEMP sets out the environmental objectives and management /mitigation measures to be implemented throughout Project operations, in order to minimise environmental impacts. The OEMP also documents monitoring and reporting procedures and contingency actions to implement in the event of unexpected events.

Health, Safety, Emergency and Security (HSES) Management FrameworkThe Roy Hill HSES Management System Framework (Figure 8-3) forms the basis for the development and application of HSES across the Roy Hill project. The Roy Hill HSES hierarchy of documentation provides the framework for ensuring appropriate HSES systems and controls are established, implemented, maintained and improved. This framework has been developed to allow flexibility in the approach to achieve contemporary industry HSES standards in construction and operations.

The core principles that have been applied in the development of this approach are:

consistency and quality of HSES performance that provides individual areas (and contractors) with the ability to manage HSES effectively; and

ability to be applied across the various regulatory frameworks and areas that apply to Roy Hill activities, for example, marine, mining and rail.





Figure 8-3: Roy Hill HSES Framework

Roy Hill recognises that health and safety must be central to all construction and operational activities. Roy Hill is committed to achieving high levels of health and safety performance with the objective of being “A Better Place to Work”.





In broad terms, and in accordance with the Health and Safety Policy, Roy Hill requires employees and contractors to:

ensure that risk based objectives, targets and actions are established, reviewed and integrated into the planning and decision-making processes;

challenge unsafe behaviours/attitude at any level in the organisation whenever encountered – never walk past any unsafe act or condition or accept poor behaviour without addressing the issue;

establish standards, registers and procedures that recognise and control the major hazards and workplace risks;

always ask if unsure whether knowledge, experience and competency is sufficient to perform the activity/task;

consult on and resolve health and safety issues at the earliest point in time;

establish a belief that attitudes are the driver of behaviours as they serve to motivate and direct what people say and do;

commit adequate and appropriate resources to enable us to achieve these goals; and

monitor and improving systems towards achieving the goal of “A Better Place to Work” for employees, contractors, visitors and public.

The Roy Hill HSES Framework has three major sections:

1. the mandatory components applicable to operations include the Roy Hill Health and Safety Policy(RH-POL-00001) 16 Integrated Management Standards, 19 Performance Standards and the mandatory operational procedures;

2. the individual area/operations/contractors HSES Management Plans and Systems that are established and implemented to deliver the requirements established in the Roy Hill HSES Corporate Management System. Where applicable, this tier of documents must meet the requirements of the Roy Hill HSES Corporate Management System that have been mandated across the project; and

3. the SSoW that are used in the field to deliver the required controls into the activities being conducted.

Health and Safety Policy

Roy Hill’s Health and Safety Policy (Appendix 12) is a principle Project environmental and social management document. Objectives, targets and practices set out in this ESMP will be consistent with the commitments set out in the Policy. The Policy is communicated to all personnel via the induction process, displayed on notice boards and available on the Roy Hill intranet.

Social ManagementSocial Management will be delivered during the construction and operation of the Project through the implementation of:

Roy Hill Governance Policy (RH-POL-00005);

Roy Hill Health and Safety Policy (RH-POL-00001);

Stakeholder Engagement Policy (RH-POL-00006);

Employment Policy (RH-POL-00003);

Stakeholder and Community Consultation Plan (EA-PLN-00003);

Cultural Heritage Management Plan (EA-PLN-00002);

Community Development Plan (EA-PLN-00006);





Roy Hill Employee Relations Guidelines for Contractors (100RH-0000-IR-GUI-2004); and

HSES Management Framework.

Social Policies

The Roy Hill Stakeholder Engagement Policy (RH-POL-00006) sets out key corporate goals for communication with all external stakeholders and is provided in Appendix 13.

The Roy Hill Employment Policy (RH-POL-00003) outlines key corporate practices for appropriate employment, employee development and remuneration and is provided in Appendix 14.

Objectives and Targets

The objectives and targets for social factors relevant to the Project are outlined in Table 8-2 below.

Table 8-2: Roy Hill objectives and targets for social factors.

Factor Roy Hill Objective Target

Conditions of labour, employment and working conditions

To promote fair treatment, non-discrimination and equal opportunity of workers.

To establish, maintain and improve workplace relationships.

To promote compliance with employment and labour legislation.

Compliance with Federal and State legislature including the Equal Employment Opportunity Act and Roy Hill Policies such as the Roy Hill Bullying and Harassment procedures.

Roy Hill has committed to comply with all Federal and State employment and labour legislative requirements. The cornerstone employment and labour legislation is set out in the Fair Work Act 2009.

Occupational health and safety Ensure the health and safety of the

Principal and Contractors is maintained through implementation of appropriate management measures.

Ensure all contractors and employees are provided with adequate and appropriate safety information and training.

Compliance with Contractor Health and Safety Guidelines (100RH-0000-HS-GUI-2001).

Compliance with the Occupational Safety and Health Act 1984 and Regulations (1996).

Compliance with Contractor Health and Safety Guidelines (100RH-0000-HS-GUI-2001) and Health and Safety Management Standards (100RH-0000-HS-STD-2001).

Zero workplace fatalities.

Community health, safety and security Ensure no impacts to the health and

safety of the community as a result of the Project.

Ensure all contractors and employees are provided with adequate and appropriate training relevant to community health, safety and security.

Compliance with Health Act 1911 (WA) and Environmental Protection Act 1986 (WA).

No significant impacts to community health occur as a result of the Project.

Community safety and security is not compromised as a result of the





Factor Roy Hill Objective Target

Project.

External stakeholders To inform stakeholders where

significant impacts exist.

To establish and maintain ongoing relationships with stakeholders and indigenous peoples throughout the life of the Project.

To ensure ongoing Project progress reporting to stakeholders.

To ensure that construction and operation of the Project fosters full respect for human rights, dignity, aspirations, culture, and natural resource-based livelihoods of indigenous people.

To undertake regular and transparent consultation with Native Title Claimants throughout Project activities.

Compliance with Shire of East Pilbara and Town of Port Hedland Community Development Plans where practicable.

Compliance with the Aboriginal Heritage Act 1972 and Native Title Act 1993.

Compliance with Native Title Agreements.

Compliance with AboriginalRelations Standard (EA-STD-00001).

Regional employment and training Promote sustainable community

development benefits.

Training and employment for indigenous and non-indigenous persons living in the region.

Develop and implement indigenous training and education programs.

Facilitate local employment opportunities in the Project.

Increase employment opportunities for indigenous People.

Regional development and local procurement Development of a sustainable

regional community maximising regional and local employment.

Regional development and local procurement of goods and services.

Contract local companies, professional services, manufacturers and contractors as required in accordance with the State Agreement Act.

Foster development of local community through employment opportunities and use of local labour and services.

Regional and local accessibility to services and facilities

To maintain regional and local access to facilities.

To ensure regional and local services are not adversely impacted.

Access to port and public roads is maintained.

Regional and local services are not adversely impacted.





Conditions of Labour, Employment and Work

Roy Hill directly employs a significant percentage of the workforce. These employees are recruited and appointed in line with Roy Hill’s recruitment procedures, which are designed to ensure that competent persons are employed. All employees are provided with an Employment Contract (Common Law Contract).

Roy Hill employees who may be covered by a Fair Work Act Award (such as the Mining Industry Award 2010) are parties to a Roy Hill enterprise agreement, which has been registered and approved by the Fair Work Commission. This ensures that all employees are employed on terms and conditions which are compliant with the Fair Work Act 2009.

Roy Hill engages contractors to provide workers to support various aspects of its operation. All contractors are required to submit industrial relations management plans which ensure that key issues, such as compliance with the Fair Work Act 2009, are satisfactory to Roy Hill prior to the contractor commencing work in the operation. All contractors are required to abide by the Roy Hill Project terms and conditions as set out in the Roy Hill Employee Relations Guidelines for Contractors (100RH-0000-IR-GUI-2004), which has been developed to ensure compliance with the Fair Work Act 2009.

Occupational Health, Safety, Emergency and Security

The objectives and targets outlined in Table 8-2 for health, safety, emergency and security will be achieved through the implementation of HSES Management System and Performance Standards.

Integrated Management Standards

The Roy Hill Integrated Management Standards specify the minimum acceptable requirements for operations. The objectives of these standards are to:

support the delivery of relevant Roy Hill policies, regulatory requirements and requirement that support a Plan-Do-Check-Act approach to HSES;

provide a risk based management system framework, consistent with:

o OHSAS 18001 and National Standards (AS/NZS 4801 Occupational Health and Safety Management Systems); and

o regulatory requirements.

provide auditable criteria, against which HSES management systems and performance can be managed; and

drive improvements in the performance of HSES across the business.

An overview of the content of the Integrated Management Standards is provided in Table 8-3.





Table 8-3: Integrated Management Standards for Operations

Standard Number Standard Title

RH-STD-00001 Supplier and Contractor Management Standard

RH-STD-00005 Business Functional Reference Model (FRM)

RH-STD-00010 Product Quality Management Standard

RH-STD-00011 Planning Goals and Targets Management Standard

RH-STD-00012 Legal Requirements and Other Commitments Standard

RH-STD-00013 Leadership Commitment and Accountability Standard

RH-STD-00014 Risk Management Standard

RH-STD-00015 Change Management Standard

RH-STD-00018 Training Competency and Awareness Standard

RH-STD-00019 Systems Documentation and Document Control Standard

RH-STD-00021 Incident Reporting and Investigation Standard

RH-STD-00022 Action and Task Management Standard

RH-STD-00023 Monitoring Audit and Review Standard

RH-STD-00024 Asset Management Standard

RH-STD-00025 Crisis Emergency and Security Management Standard

RH-STD-00026 Communication Consultation and Participation Standard

RH-STD-00027 Business Continuity Management Standard

RH-STD-00028 Master Data Management Standard

Health and Safety Performance Standards

Performance standards specify the minimum requirements for the management of hazards that relate to Roy Hill activities. The performance standards address potential fatality events associated with iron ore related projects and operations. These standards establish the mandatory performance criteria for the critical controls required to deliver safe and efficient operations. The expectation and performance of these controls is specified in each performance standards. The Performance Standards identified for operations is provided in

Table 8-4.

Table 8-4: Health and Safety Performance Standards for Operations


PS01 Vehicle Operation

PS02 Fall from Heights Prevention

PS03 Lifting Operations

PS04 Guarding and Barricading

PS05 Working with Electricity

PS06 Isolation of Equipment

PS07 Hazardous Materials and Dangerous Goods Management

PS08 Extreme Operating Conditions

PS09 Fire and Explosion

PS10 Working with Stored Energy






PS11 Ground Control

PS12 Working with Explosives

PS13 Biological Hazards

PS14 Fitness for Work

PS15 Radiation

PS16 Safety Processes

PS17 Rail Controls

PS18 Marine Controls

PS19 In Pit Automation

Corporate HSES Procedures (Mandatory Component)

Procedures and processes have been developed and are applied in a consistent manner to ensure that:

a common understanding of mandatory roles and accountabilities is established;

interfaces between areas/contractors are appropriately controlled; and

operational efficiencies are encouraged where personnel are utilised across different areas (i.e. mine, rail, port).

Documented procedures detail the management strategies to be implemented to ensure the project is managed to meet the Roy Hill objectives and targets, relevant legislation and standards for the following factors:

risk management;

change management;

incident investigation;

HSES reporting;

Lock-out Tag-out (LOTO);

contractor management;

traffic management;

explosive transport, handling and storage;

hazardous materials management;

potable water management;

prohibited and restricted equipment; and

crisis and emergency management.

Security

Security personnel are engaged on the Project to protect people and infrastructure and maintain records of personnel movements.

Security companies and their personnel are registered and licenced with the Western Australian Police department in Western Australia and must hold the following:

Security Agents Licence – For companies; and

Security Officer Licence – For individuals.





Roy Hill selects and lists a number of companies to prequalify prior to selecting companies to tender on the basis of their responses to the following:

financial capability;

experience;

capability;

reputation; and

human resources, safety and industrial relations management plans.

Roy Hill selection of security personnel is then based on a specific assessment questionnaire and pricing.

The Roy Hill scope for security does not include any policing matters and any potential actions that break the law are referred to the WA Police or Federal Police (in the matter of the airport security controls) to action.

Community Health and Safety

The environmental and social impact assessment determined that the construction and operation of the Project is unlikely to have a significant impact on the health and safety of sensitive receptors including nearby communities.

During construction and operation of the Project, the objectives and targets outlined in Table 8-2 for community health and safety will be achieved through the implementation of the Roy Hill Social Engagement Policy, Stakeholder and Community Consultation Plan, Community Development Plans and Native Title Agreements.

These documents outline the strategies to be implemented by Roy Hill and its Contractors to meet Roy Hill objectives and targets and legal and other requirements.

External Stakeholders

The objectives and targets outlined in Table 8-2 for engagement with external stakeholders will be achieved through the implementation of the Roy Hill Stakeholder and Community Consultation Plan, Aboriginal Heritage Management Specification (EA-SPC-00001) and Aboriginal Relations Standard (EA-STD-00001). These documents outline the management strategies to be implemented by Contractors and operations personnel on the project to meet Roy Hill objectives and targets and legal and other requirements for the following factors:

Indigenous relations;

Heritage and Culture;

Aboriginal Heritage management requirements; and

Breach of protocols/principles.

Contractors are required to prepare management plans that address key issues and must be approved by Roy Hill.

Regional Employment and Training

The objectives and targets outlined in Table 8-2 for regional employment and training will be achieved through the implementation of the Stakeholder Engagement Policy, Roy Hill Stakeholder and Community Consultation Plan, Community Development Plans and Native Title Agreements.

These documents outline the management strategies to be implemented by Contractors on the project to meet Roy Hill objectives and targets and legal and other requirements for the following factors:

local and indigenous employment





local and indigenous training opportunities

For significant contracts, Contractors are required to prepare an Indigenous Employment, Training and Business Opportunities Plan which must be approved by Roy Hill.

Regional Development and Local Procurement

The objectives and targets outlined in Table 8-2 for regional development and local procurement will be achieved through the implementation of the Roy Hill Stakeholder Engagement Policy, Stakeholder and Community Consultation Plan, Community Development Plans and Native Title Agreements.

These documents detail the management strategies to be implemented by Contractors on the project to meet Roy Hill objectives and targets and legal and other requirements for the following factors:

local contracting opportunities; and

support for community initiatives.

Regional and Local Accessibility to Services and Facilities

The objectives and targets outlined in Table 8-2 for access to services and facilities will be achieved through the implementation of the Roy Hill Stakeholder Engagement Policy, Stakeholder and Community Consultation Plan, Community Development Plans and Native Title Agreements.

Roy Hill participates in local government forums and committees to ensure that potential issues are identified and promptly addressed.

Monitoring Monitoring and measurement of impacts on environmental and social factors is achieved through the implementation of monitoring and review programs and procedures outlined in the various Management Plans described in sections 8.1.1 and 8.2. Periodic monitoring of implementation of environmental and social management measures will identify non-conformances and areas for improvement and facilitate the development of implementation of contingency actions. This will ensure that the Roy Hill objectives, targets and Project approval requirements are being met. Monitoring includes periodic risk based audits relevant and appropriate to each environmental or social factor.

ContingencyContingency actions have been developed for each environmental and social factor, in the event that monitoring indicates that environmental or social objectives, targets and Project approval requirements for environmental or social management are not being met. Contingency measures will ensure continual improvement of environmental and social management for all factors.

Contingency measures for each environmental and social factor are identified in the relevant management plans and procedures.

Reporting

Internal Reporting

Roy Hill is obliged under legislation to submit reports to various State and Commonwealth regulatory agencies. Roy Hill requires Contractors and Roy Hill personnel to report data on a monthly basis so that regulatory reporting requirements can be met.

Contractors report environmental information and data on a monthly basis to Roy Hill in a Contractor Environmental Report, either in hard copy, electronically, or via data entry forms.

In addition, contractors provide monthly reports to Roy Hill management outlining achievements against key performance indicators and contractual requirements. Roy Hill Operations teams provide a monthly





report to senior management outlining progress against key performance indicators relating to health and safety, environment and quality objectives.

External Reporting

Roy Hill is obliged through Environmental and Social Standards to provide management reports to the Senior Lenders and to various State and Commonwealth regulatory agencies. All external reports are prepared by Roy Hill to required reporting standards and demonstrate compliance with relevant environmental and social standards and legal requirements.

External reporting is completed and provided to:

State and Commonwealth Environmental Regulatory Authorities outlining compliance with approvals, licences and legislation;

Minister for State Development (now DJTSI) outlining local content;

DMIRS regarding environmental, health and safety measures, mine and exploration progress and relevant geological information;

Work Place Gender Equality Agency with regards to gender and equal employment information; and

the Senior Lenders to the SLFA as outlined in section 3 (Lenders General Requirements).





Emergency Preparedness and ResponseIFC Performance Standards and EP Requirements Guide

This section addresses the requirements of:

IFC1 (IFC1.1, 1.6) – Assessment and management of environmental and social risks

EHSG2 (EHSG3.3, 3.7) Community Health and Safety

Crisis Emergency and Security Management SystemRoy Hill has streamlined the systems of emergency management and wherever possible has a single document for each area of operation (being Mine, Rail, Port) to minimise risk and injuries. An example of this is the adoption of the Australasian Inter-service Incident Management System (AIIMS) which is locally, state, federally and internationally recognised as the system of management for emergencies.

Potential emergency situations are identified in accordance with the HSES risk management standard and procedure and are recorded in the Corporate Risk Management Register.

The procedures take into account environmental and social incidents arising or likely to arise as a consequence of operating conditions, accidents, and potential situations that may cause incidents or emergency situations.

Emergency preparedness and response procedures are incorporated into the OEMP and HSES Management System Standards.

Crisis Management PlanThe Roy Hill Crisis Management Plan (OP-PLN-00002) has been developed to allow Crisis Management Team members to manage crisis and emergency situations effectively and professionally. The Plan provides an outline of the systems implemented by the organisation during a crisis or emergency incident and how they operate within the corporate structure.

Emergency Management PlanRoy Hill has developed a Mine Emergency Response Plan (OP-PLN-00085), Rail Emergency Response Plan (OP-PLN-00017) and Port Emergency Response Plan (OP-PLN-00081). Each of these plans define the processes for emergency response for incidents occurring within the respective Project sites and includes structural roles and responsibilities for each team member. These management plans are reviewed annually and updated if required.





Incident Management, Corrective Actions and Preventative ActionsIFC Performance Standards and EP Requirements Guide


IFC1 (IFC1.1, 1.6) – Assessment and management of environmental and social risks

ISO14001:2004

All Contractors and Roy Hill personnel are responsible for reporting, investigation and mitigation of incidents that occur within their respective work sites and areas of responsibility.

Incident ManagementA formalised incident management process has been developed and implemented. Incident management, reporting and investigation documents are readily available on Roy Hill’s Incident Management System to persons working for Roy Hill. Roy Hill has developed the Roy Hill Incident Investigation Specification (OP-SPC-00156) and Incident, Non-Conformance and Action Management Procedure (OP-PRO-00702). These documents define the processes for reporting and investigating incidents (or potential incidents), with aview to reducing the likelihood of those incidents recurring.

Incidents that have occurred are reported through Roy Hill’s electronic Incident Management System. This system allows for reporting and managing all HSE-related events such as incidents and injuries as well as the proactive management of investigations, audits and risks. Once submitted, all incidents are documented within the electronic Incident Management System. Once the data is entered, automatic e-mail notifications are sent out to inform Roy Hill Management and other relevant personnel about the incident and actions required.

The Roy Hill Environment and Community Development Teams review close-out of environmental and heritage incidents to ensure that adequate investigation is undertaken and preventative and corrective actions are identified, and implemented.

The Roy Hill Health and Safety Team reviews close-out of health and safety related incidents to ensure that adequate preventative and corrective actions are identified, and implemented.

The Roy Hill Human Resources Team is responsible for reviewing the close out of industrial and employee relations incidents.

Operational Managers are responsible for reviewing the close out of quality related incidents.

Corrective and Preventative ActionsCorrective and preventative actions are recorded in Roy Hill’s electronic Incident Management System which tracks the reporting, investigation and close out of incidents.

Incident investigations are conducted to determine the essential cause and to identify and implement corrective and preventative actions to minimise the potential for re-occurrence of the incident.

All incidents with an actual severity of moderate or greater, using Roy Hill’s Risk Matrix, are required to be

investigated using Essential Factors™. The investigation process is outlined in the Roy Hill Incident

Investigation Specification (OP-SPC-00156) and includes:

establishing the timeline of events leading up to and following the incident; and

identifying:

the conditions and facts relating to those events;

the causal factors;





the essential causes;

more widespread systemic or generic causes; and

corrective actions and risk control measures.

Corrective and preventative actions are assigned to personnel that have the ability and authority to complete those actions. Evidence of completed actions is required to be uploaded into the electronic Incident Management System, and actions which have not been completed within the due date are escalated to management for review and action.





Roles and ResponsibilitiesIFC Performance Standards and EP Requirements Guide


IFC1 (IFC1.5) – Assessment and management of environmental and social risks

Principal

Leadership Team

Individual members of the Roy Hill Leadership Team, particularly the CEO and COO have responsibility to:

support the development, implementation and maintenance of the Roy Hill ESMP;

support annual reviews of the health and safety, environmental and social policies;

promote environmental and social awareness;

support management reviews of the Roy Hill ESMP; and

ensure that adequate resources are provided to enable Roy Hill to comply with environmental and social laws, approvals and standards.

General Managers, Project Directors/Project Managers, Head of Departments

Roy Hill General Managers, Project Directors and Project Managers have responsibility to:

support implementation of the Roy Hill ESMP in consultation with relevant personnel for their area of responsibility (i.e. a facility or activity);

ensure procedures are prepared to implement the elements of the Project environmental and social management framework for their area of responsibility;

delegate selected responsibilities to team leaders (e.g. superintendents, contractor);

authorise corrective, preventative and contingency actions and resolve issues pertaining to non-conformances/compliances;

take appropriate action in the event of inadequate environmental or social performance or unacceptable risk;

allocate adequate and appropriate resources to ensure environmental and social obligations are met; and

ensure suppliers and contractors comply with environmental and social obligations, and clarify where necessary.

Senior Legal Counsel and Head of External Affairs

Roy Hill Senior Legal Counsel and Head of External Affairs has responsibility to:

ensure that the Roy Hill ESMP is effectively implemented, maintained, reviewed and updated during the Project;

support annual reviews of social policies;

promote social awareness;

ensure that adequate resources are provided to enable Roy Hill to comply with legislation, regulations and other social obligations;

allocate sufficient (human, physical and financial) resources to manage the Project’s social obligations;

delegate selected responsibilities to Management Team members;





maintain and control internal communication procedures and ensure that records and files are maintained;

liaise with Project Directors/Managers and/or Contractors on contingency actions which address social issues;

report to the CEO and Leadership Team on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Project Team to enable them to meet their social obligations;

ensure community complaints and non-conformances are recorded in Roy Hill’s electronic incident management system and appropriately considered and remedied where possible;

liaise with the general public and key stakeholders (e.g. government departments) as required;

ensure the necessary approvals are obtained to comply with legislation and regulations;

ensure that Roy Hill responsibilities are incorporated into inductions and are kept up to date; and

oversee social monitoring and reporting requirements as required by government approvals (e.g. licences, permits, tenement conditions).

General Manager People and HSE

The General Manager People and HSE has responsibility to:

ensure the Roy Hill Health, Safety and Environment Policies are effectively implemented, reviewed and updated during the Project;

support management reviews of the Roy Hill ESMP and ensure that adequate resources are provided to enable Roy Hill to comply with legislation, regulations and other environmental and social obligations;

support annual reviews of the Health, Safety, Environment, Community and Heritage (HSECH) policies;

promote industrial relations and social awareness;

ensure the Roy Hill ESMP is effectively implemented, maintained, reviewed and updated during the design, construction and operation phase of the Project;

allocate sufficient (human, physical and financial) resources to manage the Project’s environmental,health and safety, human resources, industrial relations, legal and other obligations;

delegate selected responsibilities to team members;


liaise with General Managers/Project Directors/Managers and/or Contractors on contingency actions which address environmental, health and safety, human resources and industrial relations issues;

report to the CEO and the Leadership Team on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Leadership Team to enable them to meet their environmental, health and safety, human resources and industrial relations obligations;

ensure environmental, health and safety, human resources and industrial relations issues and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 10) and appropriately considered and remedied where possible;

ensure that the necessary health and safety approvals are obtained to comply with legislation and regulations;





ensure environmental, health and safety, human resources and industrial relations awarenessinformation is incorporated in inductions and is kept up to date; and

oversee monitoring and reporting of environmental, health and safety, human resources and industrial relations requirements as required by government approvals (e.g. licences, permits, tenement conditions), legislation and Australian standards.

Head of HSE

The General Manager People and HSE has responsibility to:

ensure the Roy Hill Health, Safety and Environment Policies are effectively implemented, reviewed and updated during the Project;

support management reviews of the Roy Hill ESMP and ensure that adequate resources are provided to enable Roy Hill to comply with legislation, regulations and other environmental and social obligations;

support annual reviews of the Health, Safety, Environment, Community and Heritage (HSECH) policies;

ensure the Roy Hill ESMP is effectively implemented, maintained, reviewed and updated during the design, construction and operation phase of the Project;

allocate sufficient (human, physical and financial) resources to manage the Project’s environmental, health and safety, human resources, industrial relations, legal and other obligations;



liaise with General Managers/Project Directors/Managers and/or Contractors on contingency actions which address environmental, health and safety, human resources and industrial relations issues;

report to the General Manager People and HSE on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Leadership Team to enable them to meet their environmental, health and safety, human resources and industrial relations obligations;

ensure environmental, health and safety issues and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 10) and appropriately considered and remedied where possible;

ensure that the necessary health and safety approvals are obtained to comply with legislation and regulations;

ensure environmental, health and safety awareness information is incorporated in inductions and is kept up to date; and

oversee monitoring and reporting of environmental, health and safety requirements as required by government approvals (e.g. licences, permits, tenement conditions), legislation and Australian standards.

Manager Environment and Approvals

The Manager Environment and Approvals has responsibility to:

ensure the Roy Hill Environment Policy is effectively implemented, reviewed and updated during the Project;

ensure the Roy Hill ESMP is effectively implemented, maintained, reviewed and updated during the Project;





allocate sufficient (human, physical and financial) resources to manage the Project’s environment, legal and other obligations;

delegate selected responsibilities to environmental team members;

maintain and control internal communication procedures and ensure that environmental records and files are maintained;

liaise with Project Directors/Managers and/or Contractors on contingency actions which address environmental issues;

report to the CEO and Leadership Team through the General Manager People and HSE on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Project Team to enable them to meet their environmental obligations;

ensure community complaints and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 13.2.2) and appropriately considered and remedied where possible;


obtain the necessary environmental approvals to ensure compliance with legislation and regulations;

ensure environmental awareness information is incorporated in inductions and are kept up to date; and

ensure that environmental monitoring and reporting requirements as required by government regulatory authorities (e.g. licences, permits, tenement conditions) are submitted within required timeframes.

Manager Regional Health and Safety

The Manager Regional Health and Safety has responsibility to:

ensure the Roy Hill Health and Safety Policy is effectively implemented, reviewed and updated during the Project;


allocate sufficient (human, physical and financial) resources to manage the Project’s health and safety, legal and other obligations;

delegate selected responsibilities to health and safety team members;

maintain and control internal communication procedures and ensure that health and safety records and files are maintained;

liaise with Project Directors/Managers and/or Contractors on contingency actions which address health and safety issues;

report to the CEO and Leadership Team through the General Manager People and HSE on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Project Team to enable them to meet their health and safety obligations;

ensure community complaints and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 10) and appropriately considered and remedied where possible;


obtain the necessary health and safety approvals to ensure compliance with legislation and regulations;





ensure health and safety awareness information is incorporated in inductions and are kept up to date; and

ensure that health and safety monitoring and reporting requirements as required by government regulatory authorities (e.g. licences, permits, tenement conditions) are submitted within required timeframes.

Manager Community Development

The Manager Community Development has responsibility to:

ensure the Roy Hill Stakeholder Engagement Policies are effectively implemented, reviewed and updated during the Project;


allocate sufficient (human, physical and financial) resources to manage the Project’s heritage, legal and other obligations;


maintain and control internal communication procedures and ensure that heritage records and files are maintained;

liaise with Project Directors/Managers and/or Contractors on contingency actions which address heritage issues;

report to the CEO and Leadership Team through the Senior Legal Counsel and Head of External Affairs on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Project Team to enable them to meet their heritage obligations;

ensure community complaints and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 13.2.2) and appropriately considered and remedied where possible;


obtain the necessary heritage approvals to ensure compliance with legislation and regulations;

ensure heritage and cultural awareness information is incorporated in inductions and kept up to date; and

oversee heritage monitoring and reporting requirements as required by government approvals (e.g. licences, permits, tenement conditions).

Manager Corporate Affairs and Communications

The Manager Corporate Affairs and Communications has responsibility to:

ensure the Roy Hill Corporate Affairs and Communication Policies are effectively implemented, reviewed and updated during the Project;


allocate sufficient (human, physical and financial) resources to manage the Project’s legal and other obligations;


maintain and control internal and external communication procedures, records and files are maintained;





liaise with Project Directors/Managers and/or Contractors on contingency actions which address corporate affairs and communication issues;

report to the CEO and Leadership Team through the Senior Legal Counsel and Head of External Affairs on the performance of the Roy Hill ESMP and improvement opportunities;

be available during any critical construction/operation activities and provide support to the Project Team to enable them to meet their corporate affairs and communication obligations;

ensure community complaints and non-conformances are recorded in Roy Hill Incident Management System (refer to Section 10) and appropriately considered and remedied where possible; and

liaise with the general public and key stakeholders (e.g. government departments) as required.

Environmental Superintendents

The Environmental Superintendents have responsibility to:

facilitate design, implementation and operation of environmental monitoring programs, including fostering relationship with consultancy organisations;

review construction phase environmental documentation and facilitate the process to improve policies and procedures for the operational phase;

establish and continuously improve the Roy Hill ESMP, in line with ISO14001 requirements, including all related documentation (e.g. policies, guidelines, procedures, registers);

assist the Manager Environment and Approvals and/or General Manager People and HSE/Senior Legal Counsel and Head of External Affairs to ensure that the Roy Hill ESMP is effectively implemented;

facilitate audits/inspections and review and feedback to the Leadership Team;

facilitate provision of environmental advice and support across Roy Hill to address environmental issues and facilitate compliance with environmental approvals and obligations;

provide direction, guidance and mentoring of environmental advisors and delegate selected responsibilities;

support corporate level liaison with government regulators on permitting, licensing and compliance issues and communicate with the general public on environmental matters; and

oversee the development of environmental plans, applications and/or (annual) reports to government authorities.

Health and Safety Superintendents

The Health and Safety Superintendents have responsibility to:

facilitate design, implementation and operation of relevant social monitoring programs, including fostering relationship with consultancy organisations;

facilitate the development and implementation of social and health and safety policies and procedures for the Project;

establish and continuously improve the Roy Hill ESMP, in line with ISO14001:2004 requirements, including all related documentation (e.g. policies, guidelines, procedures, registers);

assist the Manager Regional Health and Safety and/or General Manager People and HSE to ensure that the Roy Hill ESMP is effectively implemented;

facilitate audits / inspections and review and feedback to the Leadership Team;

facilitate provision of relevant social and health and safety advice and support across Roy Hill;

provide direction, guidance and mentoring of relevant project and operations personnel and delegate selected responsibilities;





provide input into the development of management plans, applications and/or (annual) reports to government authorities; and

support line management in the implementation of HSES procedures and processes.

Roy Hill Environmental and External Affairs Personnel

The Environmental and External Affairs personnel have responsibility to:

develop environmental and external affairs management documentation as required;

comply with legal and contractual requirements;

understand and implement the Roy Hill ESMP;

participate in awareness training, as required via the Roy Hill ESMP;

implement the relevant management actions and environmental and external affairs obligations into its documentation and procedures and routinely inspect its implementation progress;

arrange or conduct training/induction for all personnel prior to commencement of activities;

implement the General Manager People and HSE’s/Senior Legal Counsel and Head of External Affairs’/Manager Environment and Approvals’ directions on environmental and external affairsobligations;

provide relevant information to assist Roy Hill in meeting its legislative and other government reporting requirements (e.g. DWER Licence, National Greenhouse Emission Reporting Scheme (NGERS), National Pollutant Inventory (NPI)); and

report environmental and external affairs incidents and performance as directed.

As part of this Roy Hill ESMP, personnel are to ensure compliance with all conditions of licences, permits, consents, approvals and other legal requirements relating to the Project as recorded in the Roy HillObligation Management System. Contractors are provided with OPR documentation which ensure that activities are undertaken in accordance with legal requirements. The Obligation Management System is reviewed by the Roy Hill Environmental Team every six months or whenever changes in legislation,regulations or approvals occur.

Roy Hill Health and Safety and Human Resources Personnel

The Health and Safety and Human Resources personnel have responsibility to:

complete relevant social management documentation as required;



participate in awareness training, as required via the Roy Hill ESMP;

implement the relevant management actions and relevant health and safety, industrial relations and human resources obligations into its documentation and procedures and routinely inspect its implementation progress;

arrange or conduct training/induction for all personnel prior to commencement of activities;

implement the General Manager People and HSE’s/Health and Safety Manager’s directions on health and safety, industrial relations and human resources obligations;

report health and safety, industrial relations and human resources incidents and performance as directed; and

support line management in the implementation of HSES and Human Resources procedures and processes.





Operational Contractors Contractors have responsibility to:

submit management documentation, as required by the contract and scope of work;

provide adequately skilled resources;



participate in awareness training, as required either by the Contractor’s EMS/ESMP or via the Roy Hill ESMP;

implement the relevant management actions and environmental and social obligations into its documentation and procedures and routinely inspect its implementation progress;

arrange or conduct training/induction for all contractor personnel prior to commencement of activities;

implement the General Manager People and HSE’s/Senior Legal Counsel and Head of External Affairs’/Manager’s directions on environmental and social obligations;

provide relevant information to assist Roy Hill in meeting its legislative and other government reporting requirements (e.g. DWER Licence, NGERS and NPI); and

report incidents and performance as directed.

Each specific contract outlines whether the Contractor is required to provide management plans demonstrating their intent and ability to manage their environmental and social aspects and impacts applicable for their contract scope, or whether the Contractor must comply with Roy Hill management plans.

As part of this Roy Hill ESMP, Contractors are required to ensure compliance with all conditions of licences, permits, consents, approvals and other legal requirements relating to the Project.

All Personnel All personnel associated with the Project are required to:

comply with relevant Acts, Regulations, codes of practice and standards;

comply with the Roy Hill Environment Policy, Roy Hill Health and Safety Policy, procedures and environmental and social obligations;

promptly report to management any hazards, non-conformances, environmental, health and safety and social incidents and/or breaches;

participate in awareness training as directed by the Roy Hill Leadership Team; and

conduct operational activities in an environmentally responsible manner.





Training and AwarenessIFC Performance Standards and EP Requirements Guide


ISO14001:2004

IFC1 (IFC1.1) – Assessment and Management of Environmental and Social Risks


Training Roy Hill has established a set of training requirements that underpin the Training Competency and Awareness Standard (RH-STD-000180). This ensures training and competency requirements are identified, managed and monitored through a variety of sources including, but not limited to:

applicable legislation, codes of practice, standards and other requirements;

company policies, standards, procedures, guidelines and work instructions; and

industry guidelines and best practice.

Additionally, training needs will be assessed based on:

ensuring that high risk work licenses require verification of competency; and

risk commensurate to the Roy Hill Project scope of works.

All personnel working on the project will hold the necessary approvals, permits, certificates, tickets, and licences relevant to their duties and required by law.

Inductions

An induction program has been established and is implemented prior to all staff attending the site. The scope of the induction programme includes:

an over-arching project induction;

a site induction specific to each area (Port, Mine and Rail);

a short-term worker induction;

visitor information/orientation; and

a contractor induction.

The induction program includes training and assessment to ensure that all personnel entering the project are aware of their environmental and social responsibilities and are competent to carry out their work in an environmentally acceptable and safe manner. Environmental topics covered in the induction program include, but are not limited to:

water management;

waste management;

weed hygiene;

hydrocarbon spills;

dust management;

fire management;

fauna management; and





vegetation and flora management.

Social topics covered in the induction program that raise awareness and ensure the project is compliant with Equator Principles and IFC Performance Standards include:

Aboriginal heritage;

indigenous relationships and stakeholders;

communication – internal and external;


community health and safety;

security;

access and recreational land use;

incident reporting and response; and

emergency preparedness and response.

Induction records, including names of people inducted and test results are retained and centrally recorded within the Roy Hill Learning Management System.

Personnel performing tasks that may potentially result in significant environmental impacts are required to:

receive additional induction and / or training in a modular format to further inform them of particular requirements, risks and controls; or

be certified as having completed induction and training processes, and/or as having gained appropriate experience, before undertaking such tasks.

Personnel involved in communication and social interaction, where the recognition of culture, language and the needs of vulnerable groups is required:

receive additional induction and/or training in a modular format to further inform them of particular requirements; or

are certified as having completed induction and training processes, and/or as having gained appropriate experience, before undertaking such tasks.

Training RegisterStructured job descriptions with tasks, responsibilities, and selection criteria are documented. Minimum standards for qualifications, work experience and physical fitness are established for the tasks defined. Selection is conducted based on compliance with defined criteria.

Personnel are required to possess appropriate accreditation, suitable qualifications and competency skills and experience specific to the job requirements, and be fit for work.

Current and valid licences and/or certificates of competency or appropriate statutory exemptions are inspected and documented in the Learning Management System and Document Management System (DMS).





Review and AuditTraining needs are identified and regularly reviewed. Competent accredited trainers accredited training courses, refresher courses and effectiveness reviews are used where available. All training outcomes are determined and documented.

Competency of the workforce is assessed through appropriate training, and social impact inspections and audits to support the identification of any systematic failures and recommend corrective action(s).





CommunicationIFC Performance Standards and EP Requirements Guide


EP4 (EP4.1, 4.2) – Environmental and social management system and Equator Principles Action Plan

EP5 (EP5.1, 5.2, 5.3, 5.4) – Stakeholder engagement

EP6 – Grievance mechanism


IFC1 (1.8, 1.9, 1.10) - Assessment and management of environmental and social risks

IFC7 (7.1, 7.2) – Independent review

IFC8 (8.5) – Cultural Heritage.


Internal Stakeholders

Communication and Participation

The ESMP and the Stakeholder and Community Consultation Plan (EA-PLN-00003) define the strategy and management actions for social engagement and communication with Stakeholders.

Roy Hill conducts informed transparent internal consultation and participation processes which are tailored to the:

environmental and social risks and impacts;

phase of development;

decision making processes; and

community or stakeholder needs.

Roy Hill and contractor personnel are expected to communicate environmental and social issues to the relevant Roy Hill Manager or delegated representatives with a particular focus on items that are:

outside their responsibility;

not adequately managed; and

issues of environmental or social concern (e.g. near miss, environmental, health and safety incidents).

The relevant Roy Hill Manager or appointed delegate reviews, and where appropriate, responds to all internal communication relating to environmental or social issues. All relevant internal communication relating to environmental and social issues are maintained and recorded on the Roy Hill Document Management System, either as emails, memos, minutes or letters.





Grievance / Conflict Mechanism

Management of internal conflicts relating to environmental and social issues follow the internal escalation process at no cost and without retribution. The internal escalation process includes the following four steps:

1. Discussion of the issue within the relevant Roy Hill Team and/or discussion with other Functional or Delivery Teams;

2. If resolution cannot be achieved within one day, the issue is escalated to the Manager of the relevant Department (i.e. Environment, Community Development, Human Resources, Health and Safety, External Affairs);

3. If resolution cannot be resolved within one day following escalation to the Roy Hill Department Manager, the issue is escalated to the relevant General Manger and/or Project Director/s; and

4. If resolution cannot be resolved within one day following escalation to the General Manger or Project Director/s then it is escalated to the CEO.

This process is implemented throughout the Project and is subject to regular review.

Reporting

Weekly and monthly reports are submitted to the CEO outlining:

progress of environmental and social activities;

identification of environmental and social risks; and

key objectives for the following month.

Other internal reporting and methods of communication on environmental and social matters include:

team meetings;

handover meetings (site shift change);

toolbox and pre-start meetings;

site notice boards;

Roy Hill DMS;

electronic alerts (e.g. environment/health and safety notices);

e-mails;

newsletters; and

Roy Hill intranet.





External stakeholders

Communication

The ESMP and Roy Hill Stakeholder and Community Consultation Plan (EA-PLN-00003) define the strategy and management actions for social engagement and communication with Stakeholders.

External communications are managed by the Senior Legal Counsel and Head of External Affairs and General Manager, People and HSE.

Roy Hill conducts informed transparent external consultation and participation processes which are tailored to:

environmental risks and impacts;

phase of development;

language of the relevant community group;

decision making processes; and

community or stakeholder needs.

Roy Hill General Managers and Managers are responsible for managing communication with external stakeholders including government regulators and land tenure holders (e.g. DWER, DMIRS, Department of Planning, Lands and Heritage (DPLH)). Contractors may communicate with land tenure holders if authorised to do so by Roy Hill but do not communicate directly with government agencies on key environmental or social matters relevant to the Project.

The Roy Hill Senior Legal Counsel and Head of External Affairs or nominated delegate is responsible for dealing with all media communications. Contractors and Roy Hill personnel are required to forward media communications to the Senior Legal Counsel and Head of External Affairs. The Senior Legal Counsel and Head of External Affairs or delegate will review the communication and decide on the appropriate course of action, and act as a spokesperson where appropriate.

Records of all external communication are kept within the Roy Hill DMS. Roy Hill ensures that communication received from external stakeholders is documented and responded to in a timely manner.

The Leadership Team and members of the Environment and Land Tenure Teams regularly liaise with relevant public authorities on a range of environmental and social matters relating to the Roy Hill Project.

Methods of external communication include:

media releases;

community consultation / forums / workshops;

written correspondence;

telephone conversations;

site visits;

stakeholder meetings;

Roy Hill website (internet); and

meetings with regulators.





External Grievance Mechanism

Community complaints are managed in accordance with the Roy Hill Management of External Complaints (EA-PRO-00002) at no cost to the community and without retribution. A Roy Hill Community Complaint Form is available for use. Any complaints received are entered into Roy Hills electronic Incident Management System and managed in the same way as all project incidents.

A Roy Hill complaints register is maintained on Roy Hills electronic Incident Management System for external complaints and detailed response procedures are used for community issues.

Reporting

Roy Hill provides regular updates of Project progress to affected communities.

Regulatory environmental and social compliance reporting is undertaken by the relevant department (including External Affairs, Community Development, Health and Safety, Industrial Relations and Human Resources) as required by approvals and legislation.

Indigenous Peoples

Native Title Agreements have been entered into with three Native Title Groups (Kariyarra, Palyku and Nyiyaparli) that outline the process for Roy Hill communication with the Groups as well as other matters including the heritage process, employment, education, training, cross cultural awareness and royalty payments.

Roy Hill meets at least twice yearly with each of the Groups to progress implementation of the commitments in the Agreements as well as any other issues that the Native Title Groups may wish to raise.

Roy Hill also has an Aboriginal Relations Standard (EA-STD-00001) which outlines the following key principles:

Promoting and facilitating awareness and respect for Aboriginal culture and customs.

Acknowledging and respecting the rights of Aboriginal People to practice their culture and customs.

Implementing procedures which identify and promote Indigenous businesses, with priority focus consideration given to the Nyiyaparli, the Palyku and the Kariyarra People, to participate in Roy Hill’s operations on a commercially competitive basis.

Encouraging Aboriginal People to seek employment with the company by assisting them to access and engage in the workforce with culturally appropriate mentoring and support.

Working collaboratively to build sustainable communities in accordance with Roy Hill obligations and commitments.

Monitoring and reporting compliance with Native Title Agreements and the achievement of intended outcomes.

Ensuring honest and open communication and by providing information that is accessible and inclusive.

Promoting respect for Aboriginal heritage and establishing strategies to consult and engage with the Kariyarra, the Nyiyaparli and the Palyku People on matters pertaining to their heritage.

Implementing procedures to manage and protect Aboriginal heritage sites.

Ensuring all reasonable precautions are taken to protect Aboriginal heritage sites from damage caused by construction, operations and associated activities.





Audit and reviewIFC Performance Standards and EP Requirements Guide


EP3 (3.1, 3.2) – Environmental and social standards

EP7 (EP7.2) – Independent review

EP8 (EP8.2) – Covenants

EP9 (EP9.1, 9.2) – Independent Monitoring and Reporting

EP10 (EP10.3) –Reporting and transparency

IFC1 (IFC1.7) – Assessment and Management of Environmental and Social Risks and Impacts

IFC2 (IFC2.1, 2.2, 2.3, 2.4, 2.5) - Labour and working conditions

IFC6 (6.4, 6.5) - Biodiversity Conservation and Sustainable Management Living Natural Resources

Internal Auditing and ReviewAudits and inspections are conducted to ensure activities are completed in accordance with legal and other requirements and to deliver good environmental, health, safety and social practice. Auditing is also conducted to ensure that the ESMP is implemented in an effective manner, and to review and update the ESMP, environmental and social management plans, procedures and monitoring programs.

Roy Hill has developed the Environmental Audit Procedure (OP-PRO-00164) and Health and Safety Audit Procedure (OP-PRO-00984) which outlines the process for scheduling, conducting and reporting on environmental, health and safety audits including audits of licences, conditions and legal requirements and contractor and personnel performance against plans and procedures.

Independent Review

Roy Hill employs technical experts that operate independently from site based personnel. The role of these experts amongst other responsibilities is to conduct independent reviews and audits of environmental and social management practices and to undertake an annual review of the Roy Hill ESMP.

These experts include Environmental, Industrial Relations, Health and Safety, Heritage and Human Resources personnel.

The Roy Hill ESMP is subject to periodic review (no less than annually) and, if required, is amended to reflect changes in Project requirements, to correct disparities identified during audit and review process and ensure consistency with conditions of approvals.

The review of the ESMP takes into account the results of consultation outlined in the Stakeholder and Community Consultation Plan and forms the principal process for identifying social risks and impacts of the Project.

Primary Producer Supply Chain Review Roy Hill is committed to ensuring that Contractors and Suppliers engaged on the Project operate in accordance with the Environmental and Social Standards outlined in this ESMP. The Integrated Management Standard for Supplier and Contractor Management (RH-STD-00001) requires that a contractually enforceable framework for a contractor or supplier exists in line with organisational and legal requirements and standards.





The Roy Hill Project Tender process pre-qualifies Contractors and Suppliers to ensure that their environmental and social (including health and safety, human resource and industrial relations management) standards are consistent with and align to Roy Hill OPR and standards. This requirement is reinforced through clauses in final contracts issued between Roy Hill and Contractors. Roy Hill only engages reputable suppliers.

Contractors are also required to commit to identifying and offering local employment, indigenous employment and business opportunities.

Roy Hill contracts require Contractors to declare that they are compliant with the Environmental and Social Standards outlined in this ESMP.





Control of RecordsIFC Performance Standards and EP Requirements Guide



IFC1 (IFC1.1) – Environmental and social management systems

ISO14001:2004

Document control and record keeping procedures are aligned with the overarching Environmental and Social Management Framework.

Document Control SystemRoy Hill has developed the Systems Documentation and Document Control Standard (RH-STD-00019).Environmental and social management documents are created in accordance with the Roy Hill Controlled Document Management Procedure (KM-PRO-00001).

All Roy Hill documents are subject to internal peer review through the electronic Document Control System.

All final versions of documents are submitted to the Document Control Department who assign a unique identification number to each document, version control the document and file it in the Roy Hill DMS. A finalisation notification is issued by the Document Control Team to the relevant department responsible for the document.

Roy Hill documents are electronically available to all personnel in the Roy Hill DMS.

The DMS contains all procedures, registers, approvals and guidelines that make up the Roy Hill Environmental and Social Management System.

All documents required to be submitted by Contractors under their contract are submitted and recorded by the Roy Hill Document Control Team in the same way.

General Managers and Managers are responsible for ensuring that all documents relevant to their area of responsibility are managed in accordance with document control procedures.

Retention TimesRetention periods of environmental and social management documents have been identified in accordance with regulatory requirements and leading industry practices.

Environmental and social records are retained in accordance with the Controlled Document Management Procedure (KM-PRO-00001).

Access to DocumentsRoy Hill personnel have access to applicable environmental and social documents through the DMS, while contractors and others working on behalf of Roy Hill obtain access to applicable environmental documents through their contractual processes.





Action PlanIFC Performance Standards and EP Requirements Guide


EP4 (EP4.1, 4.2) – Environmental and social management system and equator principles action plan.

IFC1 (IFC1.1) – Environmental and social management systems.

All actions previously identified as being required to be implemented to ensure compliance with environmental standards have been completed.

Should it be identified during a review or audit of this plan that further actions are required to effectively meet environmental standards, an action plan will be developed and followed through to completion.

Appendices





Appendix 1: EPA objectives for relevant environmental factors (EPA, 2013)





Theme Factor EPA Objective Project description

Land Flora and vegetation

To maintain representation, diversity, viability and ecological function at a species, population and community level.

The project will require the total clearing of up to 18,375 ha of native vegetation across mine, port and rail. Progressive rehabilitation will occur across all project sites to facilitate ongoing regeneration of vegetation throughout the life of the project.

Land Terrestrial fauna

To maintain representation, diversity, viability and ecological function at the species, population and assemblage level.

Development of the Roy Hill Project will result in the loss of fauna habitat within the mine, port and rail project areas. Progressive rehabilitation will occur across all project sites to facilitate ongoing restoration of fauna habitat throughout the life of the project.

Marine Benthic communities and habitat

To maintain the structure, function, diversity, distribution and viability of benthic communities and habitats at local and regional scales.

A limited area of mudflat including a small area of cyanobacterial mats will be disturbed for the establishment of port infrastructure. Environmental guidelines and compliance requirements apply to contractors to minimise disturbance and maximise opportunities for mudflat recovery.

Marine Coastal Processes

To maintain the morphology of the subtidal, intertidal and supratidal zones and the local geophysical processes that shape them.

The Port Hedland harbour topography varies from open harbour to tidal creeks, intertidal mudflats, bare coastal mudflats and sandy lowlands. It includes a dredged channel, 20 nautical miles in length, leading to a dredged basin between Nelson Point and Finucane Island. Several intertidal creeks converge in the harbour.

The harbour is already substantially modified by development and operation of the port. The berths that form part of the project are located adjacent to the existing developed port area at the mouth of South West Creek. The project is unlikely to significantly impact tidal flows, given the elevation of the conveyor over South West Creek diversion. Temporary restriction of tidal flows occurred in association with the construction causeway for the overland conveyor. The wharf structure does not significantly alter tidal flows.

Water Hydrological processes

To maintain the hydrological regimes of groundwater and surface water so that existing and potential uses, including ecosystem maintenance, are protected

The majority of the economic mineral ore deposit resides below the water table and the effective management and abstraction of groundwater from the mining pits is critical to economic product recovery. Groundwater will also be abstracted for use during operations, and for water supply to the camp.

Water Inland Waters Environmental Quality

To maintain the quality of groundwater and surface water, sediment and biota so that the environmental values, both ecological and social, are maintained.

The Pilbara is characterised by intermittent, ephemeral surface water flows; occurring within the project Area. The creeks traversing the Mine area are dry for most of the year and only collect water from the foothills of the Chichester Range during storm events. Rain causing runoff intermittently occurs during the warmer months (November to May).

The impact of disturbance during a rainfall event will be mitigated by the maintenance of flows through the landscape by use of culverts, floodways or the temporary diversion of creeks around disturbance areas into downstream catchments including the Fortescue River and the Fortescue Marsh.

People Heritage To ensure that historical and cultural associations are not adversely affected.

The project overlaps the boundaries of three registered Native Title claims: the Kariyarra, Palyku and Nyiyaparli. Roy Hill has reached agreement with each of these Native Title Groups under the Native Title Act 1993 to use the land for port, mine and rail purposes. Applications to disturb known Aboriginal heritage sites over the project footprint have been submitted to the DAA (now DPLH), and State Government approval has been obtained for the mine, port and rail areas.

People Amenity To ensure that impacts to amenity are reduced as low as

Background night time noise at sensitive receptors in Port Hedland and surrounds currently exceed the Environmental





Theme Factor EPA Objective Project description

reasonably practicable Protection (Noise) Regulations 1997. The Port infrastructure for this project will contribute additional noise sources. However, operational noise emissions from the port are predicted to comply with the Regulations and State Planning Policy 5.4.

Air Air quality

(Dust; Greenhouse gas)

To maintain air quality for the protection of the environment and human health and amenity.

Dust may be generated as a result of the following project activities:

clearing and construction activities including blasting;

stockpiles;

crushing and screening operations; and

vehicle movements.

Generation of gaseous emissions will occur through the burning of hydrocarbon fuel in power generation, mobile and fixed plant and vehicles and from the decay of cleared vegetation.

Integrating factor

Rehabilitation and closure

To ensure that premises are closed, decommissioned andrehabilitated in an ecologically sustainable manner, consistent with agreed outcomes and land uses, and without unacceptable liability to the State.

A Mine Closure Plan (OP-PLN-00031) has been developed for the project and is being progressively implemented.





Appendix 2: Material environmental and social permits relating to the Project





Material Authorisations

LICENSEE(S) SITE LOCATION/ TENURE ASPECT ISSUED BY LICENCE/

APPROVAL

DESCRIPTION

PURPOSE COMMENCES EXPIRES REPORTING

REQUIREMENTS

Report on status as at 31

December 2017

1. PORT FACILITIES

1.1 Approvals required under Part IV of the Environmental Protection Act - (Ministerial Statements)

RHI Port Port Lease and Licence

Lot 370 on Plan 35619,

Lot 372 on Plan 35620

and Reserve 50892

Project

construction and

implementation

EPA MS 858 Construct and operate port

infrastructure which includes

Port Ore Handling Facility

Stockyard, Rail Loop, Elevated

Overland Conveyor and South

West Creek Berths within Port

Hedland Inner Harbour.

11 March

2011

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER

due on 23 March each

year

Approval remains current.

The Annual Compliance

Assessment Report covering

the 2016 reporting period was

provided to DWER before the

due date (March 2017). The

2017 report will be lodged

prior to the due date (March

2018).




and Reserve 50892

Ground

Disturbance

EPA MS 858 section

45C approval

(Attachment 1)

Approval to change the

proposal under section 45c of

the Environmental Protection

Act – to increase the area of

ground disturbance and

terrestrial vegetation

clearance from 370ha to

382ha

17 December

2012

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year









2018).




and Reserve 50892

Ground

Disturbance

EPA MS 858 section

45C approval

(Attachment 2)

Approval to change the

proposal under section 45c of

the Environmental Protection

Act to allow discharge of car

dumper hyper saline dewater

into the Roy Hill shipping

20 February

2014

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year











APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

berths in South West Creek. due date (March 2017). The



2018).

1.2 Works Approvals required under Part V of the Environmental Protection Act




and Reserve 50892

Pollution

prevention

DWER Works Approval -

W5396-2013-1 for

the Port Ore

Handling Facility

and Screening

Plant

Approval for construction of

Port ore handling and storage

of loading of ore, including

crushing and screening and

ship loading facility

Commenceme

nt of

construction

of facility

Commissioni

ng approval

granted by

DWER

Commissioning Plan,

Construction Audits

and Commissioning

Report

The Bulk Ore Handling Facility

and Screening Plant

Commissioning Environmental

Management Plan (CEMP) was

submitted.

Compliance audit reports have

been submitted.

Commissioning report

submitted to DWER 14 April

2016.

Operating Licence

L8967/2016/1 issued for Port

Bulk Handling Facility 19

September 2016.




and Reserve 50892

Pollution

prevention

DWER Works Approval -

W5396-2013-1 for

the Port Ore

Handling Facility

and Screening

Plant

Amendment to Works

Approval to allow discharge of

car dumper hyper saline

dewater into the Roy Hill

shipping berths in South West

Creek

23 September

2013

22

September

2016

Reports are as per the

Port Ore Handling

Facility and Screening

Plant discussed above

Works associated with

discharge of dewater into Roy

Hill shipping berths in South

West Creek has been

completed.




Pollution

prevention

DWER Works Approval for

Temporary Port

Approval for construction of a

Temporary Power Station

8 September

2014

8 September

2017

Construction/

Commissioning Audit

Construction and

commissioning reports have






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

and Reserve 50892 Power Station Report to DWER been provided to DWER

An Operating Licence has now

been issued for this facility.

1.3 Operating Licence required under Part V of the Environmental Protection Act




and Reserve 50892

Pollution

prevention

DWER Operating Licence

L8967/2016/1 for

the operation of

the Port Bulk Ore

Handling Facility

and Screening

Plant.

Approval for operation of the

bulk ore handling and storage

of loading of ore, including

crushing and screening.

19 September

2016

19

September

2036

Annual compliance

report including

Annual Audit

Compliance Report is

to DWER provided by

28 September each

year.

Licence remains current.

The Annual Compliance Report

for the 2016/17 period was


due date in September 2017.

The 2017/18 Annual

Compliance Report is due to

be submitted in September

2018.




and Reserve 50892

Pollution

prevention


L8903/2015/1 for

Temporary Port

Power Station

Approval for operation of the

Temporary Power Station

21 September

2015

20

September

2020

Annual Environmental

Report including

Annual Audit


required to be

provided by 30 March

each year.

Quarterly reporting of

data by 30 October, 30

Jan, 30 April, 30 July

each year.


The Annual Environmental

Report for 2016 was provided

to DWER before the due date

in March 2017. The 2017

Annual Environmental Report

is due to be submitted in

March 2018.

The quarterly reports were

provided to DWER by the due

date in January, April, July and

October 2017.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

1.4 Licences to take Groundwater under Section 5C of the Rights in Water and Irrigation Act

RHI Port SRL L4SA Groundwater

abstraction

DWER 5C groundwater

abstraction licence

- GWL176004(1)

Dust suppression for

industrial purposes, railway

construction and

maintenance (Annual water

entitlement: 250,000 kL)

29 March

2017

28 March

2018

Annual Report to

DWER required to be

provided by 31

October each year.

Licence renewal in progress.

Annual report provided on 31

October 2017.

1.5 Mining Tenure required under the Mining Act

RHI Port Port conveyor Tenure DMIRS L45/277 Construction and

maintenance of bridge,

communications facility,

conveyor system, pipeline,

power line and a road

30 April 2012 29 April 2033 An annual

environmental report

is required under the

conditions under

which this mining

tenement was issued.

Tenure remains current.



to DMIRS before the due date




March 2018.

2. RAIL FACILITIES

2.1 Railway (Roy Hill Infrastructure Pty Ltd) Agreement Act 2010

RHI SRL Miscellaneous Lease

4SA - AL70/4 - Roy Hill

Infrastructure Railway,

Shire of Ashburton,

Shire of East Pilbara,

Town of Port Hedland

Tenure Premier Railway (Roy Hill

Infrastructure Pty

Ltd) Agreement Act

2010

State Agreement 5 July 2011 4 July 2041 RHI is required to

advise of any change

to a proposal. Note

the approval to the

revised proposal dated

13 February 2014.

Lease remains current.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


4SA

Project

construction and

implementation

Premier Railway (Roy Hill

Infrastructure Pty

Ltd) Agreement Act

2010

Approval of proposal under

clause 10 of the Railway

Agreement

30 June 2011 Term of

Railway

Agreement

No reporting

requirements



4SA

Project

construction and

implementation


Infrastructure Pty

Ltd) Agreement Act

2010

Approval of revised proposals

under clause 10 of the

Railway Agreement

7 October

2011

Term of

Railway

Agreement

No reporting

requirements



4SA

Project

construction and

implementation


Infrastructure Pty

Ltd) Agreement Act

2010

Approval of revised proposals

under clause 10 of the

Railway Agreement indicating

First Ore on Ship to occur in

2015.

13 February

2014

Term of

Railway

Agreement

No reporting

requirements



RHI Rail Miscellaneous Lease



Shire of Ashburton,



Project

construction and

implementation

EPA MS 847 Construct and operate a

railway of approximately.

320km length and associated

infrastructure

29 November

2010

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year









2018).




Shire of Ashburton,


Project

construction and

implementation

EPA MS 847 - section

45C Approval

2011/000192

Attachment 1 of MS 847:

Change to Rail Corridor

Alignment (Bonney Downs

Rail Alignment)

20 May 2011 End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year











APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

Town of Port Hedland due date (March 2017). The



2018).




Shire of Ashburton,



Project

construction and

implementation

EPA MS 864 -amends

conditions applying

to MS847

MS which amends conditions

applying to MS 847:

Amendment of condition 5-1

of MS 847 to include the

Bonney Downs Rail Alignment

2 June 2011 End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year









2018).




Shire of Ashburton,



Project

construction and

implementation

EPA MS 847

2010/000752-1

(A404252)

Final rail alignment based on

biological and heritage survey

data

7 September

2011

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year









2018).




Shire of Ashburton,



Project

construction and

implementation

EPA MS 847

2011/000564

Final rail alignment based on

biological and heritage survey

data

4 October

2011

End of

project (20+

years)

Annual Compliance

Assessment Report

submitted to DWER


year












APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



2018).




Shire of Ashburton,



Project

construction and

implementation

EPA Section 45C to MS

847

Include a Lateral Access Road

into the project description

10 May 2013 2018 Annual Compliance

Assessment Report

submitted to DWER


year









2018).




Shire of Ashburton,



Project

construction and

implementation


847

Increase in area of

disturbance for construction

to 7,400ha

28 Nov 2013 End of

construction

of railway

Annual Compliance

Assessment Report

submitted to DWER


year









2018).

2.3 Approvals required under the Environmental Protection and Biodiversity Conservation Act




Shire of Ashburton,



Project

construction and

implementation

DoEE EPBC 2010/5424 Construction and operation of

a heavy-haul standard gauge

railway line approximately.

320 km long from the Roy Hill

1 Mine to Port Hedland, in the

Pilbara region of WA and

23 November

2010

1 December

2030

Annual Reporting of

financial contribution

to the trust fund set

up for contribution to

research must be

provided to DoEE.


The annual report under the

Fauna Management Plan is

required to be lodged by 31

July each year. Report was






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

construction of support

infrastructure

Annual (or other)

Reporting as

stipulated in the Final

Rail Alignment Plan,

Fauna Management

Plan, and Threatened

Fauna Offset plan and

any subsequent

revisions

DoEE can request an

audit at any time of all

records substantiating

to all activities

associated with

measures taken to

implement the Final


Fauna Management

Plan, and Threatened

Fauna Offset plan and

any subsequent

revisions

lodged on 19 July 2017.


Threatened Fauna Offset Plan

is required to be submitted by

17 April each year. This was

lodged on 13 April 2017.

Provision of confirmation and

evidence to DoEE within 30

days of the completion of the

construction of fauna friendly

culverts under the Final Rail

Alignment Plan. This was

submitted on 29 January 2016.




Shire of Ashburton,



Project

construction and

implementation

DoEE EPBC 2011/5867 Construction and operation of

Bonney Downs Rail Alignment

& Associated Infrastructure to

transport iron ore from the

Roy Hill mine to Port Hedland

20 May 2011 1 December

2032

Annual Reporting as

stipulated in the Final


Northern Quoll

Research Plan, and

Fauna Management

Plan and any

subsequent revisions



Fauna Management Plan is

required to be lodged by 31

July each year. Report was

lodged on 19 July 2017.







APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

DoEE can request an

audit at any time of all

records substantiating

to all activities

associated with

measures taken to

implement the Final


Northern Quoll

Research Plan, and

Fauna Management

Plan and any

subsequent revisions

Northern Quoll Research Plan

was submitted by e May 2017.

Provision of confirmation and

evidence to DoEE within 30

days of the completion of the

construction of fauna friendly

culverts under the Final Rail

Alignment Plan. This was

submitted on 29 January 2016.





Shire of Ashburton,



Tenure DMIRS Miscellaneous

Licence 4SA

(AL70/4)

Construct, operate and

maintain the rail line

5 July 2011 4 July 2041 No reporting

requirements



4SA

Area of tenement Director

General,

DMIRS

Railway (Roy Hill

Infrastructure Pty

Ltd) Agreement Act

2010

Approval of additional area

designated as File Notation

Area 9848 displayed on the

DMIRS Tengraph electronic

mapping system.

7 October

2011

Term of

Railway

Agreement

No reporting

requirements



6SA Lateral Access

Road to SRL Town of

Port Hedland

Tenure DMIRS Miscellaneous

Licence 6SA

Lateral Access Road to SRL 25 September

2013

25

September

2017

No reporting

requirements

L6SA was surrendered on 29

November 2016 following

Lenders and Ministerial

approval to do so.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

2.5 Licences to Take Groundwater under Section 5C of the Rights in Water and Irrigation Act




Shire of Ashburton,



Groundwater

abstraction

DWER 5C Groundwater

Abstraction

Licence -

GWL178460(2)

Abstraction of 200,000 kL/pa

for rail construction (2)

6 August 2015 5 August

2017

Annual Report to

DWER required to be

provided by 31

October.


October 2017.

Licence has expired.




Shire of Ashburton,



Groundwater

abstraction

DWER 5C Groundwater

Abstraction

Licence -

GWL176892(1)

Abstraction of 4,000,000

kL/pa for rail construction

11 Sep 2013 10 Sep 2023 Annual Report to

DWER required to be

provided by 31

October each year.


October 2017.





Shire of Ashburton,



Groundwater

abstraction

DWER 5C Groundwater

Abstraction

Licence -

GWL176893(2)

Abstraction of 4,500,000

kL/pa for rail construction

5 March 2014 10

September

2023

Annual Report to

DWER required to be

provided by 31

October each year.


October 2017.


2.6 Approvals required under the Aboriginal Heritage Act

RHI Rail Section 18 Notice over

Bonney Downs Rail and

Mine Loop

Heritage DPLH Section 18 Bonney

Downs Rail and

Mine Loop

Disturbance of aboriginal

heritage sites as listed in the

approval

16 December

2011

For life of

mine project

As the salvage of

heritage materials has

been completed and a

final report submitted

to the DPLH, no

further reporting will

be required unless

requested by DPLH.







APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


Port Rail Loop and

Infrastructure

Heritage DPLH Section 18 Port Rail

Loop and

Infrastructure



approval

5 December

2011

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



L 4SA chainage 220-265

Heritage DPLH Section 18 Ch 220-

265 Palyku



approval

24 January

2012

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.





110 Kariyarra



approval

24 January

2012

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.





136



approval

23 March

2012

For life of

mine project

As the salvage of




to the DPLH, no








APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

be required unless

requested by DPLH.

RHI Rail Section 18 Notice of L

4SA (Kariyarra)

chainage 136-165


165



approval

8 May 2012 For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.


2.7 Rail Accreditation Approvals

RHI Rail Roy Hill Railway Safety

requirements

Office of

Rail Safety

Notice of Railway

Accreditation -

RH1-001-30-SR-

PER-0960 (18

November 2010)

Phase 1 of the railway

development covers the

planning, design and

construction of earthworks,

drainage, culverts, bridges

and structures (including

service works, crossings,

construction, communication,

infrastructure and cable

routes) to the sub ballast

capping level of the railway

alignment as described in

RHI's Accreditation

Application Form lodged 16

September. Accreditation is

approved subject to the

conditions set out in the

schedule below.

18 November

2010

Completion

of Phase 1 of

railway

developmen

t

Completion of Phase 1

of railway

development

Phase 1 was completed in

April 2014.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

RHI Rail Roy Hill Railway Safety

requirements

Office of

Rail Safety

Notice of Railway

Accreditation

(Amended 20

December 2012)

for Roy Hill

Infrastructure –

Correspondence

Ref – DT/10/01591

Civil and rail infrastructure

construction works

This phase of the project will

involve the operation of track

work machines, rolling stock

for transport of construction

materials and field testing and

commissioning of the signals

and communications systems,

and associated rail safe

working procedures.

20 December

2012

Completion

of Phase 2 of

railway

developmen

t

Completion of Phase 2

of railway

development

Phase 2 was complete on the

date of Roy Hill’s first

shipment which occurred on

10 December 2015.

RHI Rail Roy Hill Rail Safety

requirements

Office of

the

National

Rail Safety

Regulator

(ONRSR)

Rail Safety National

Law - Notice of

Accreditation

(Issued under the

Rail Safety National

Law (WA) Act

2015)

To Roy Hill

Infrastructure (RHI)

– Correspondence

ONRSR Ref:

A544843

RHI is authorised to carry out

the railway operations listed

in Schedule 1 (railway

operations – rail

infrastructure) and Schedule 2

(railway operations – rolling

stock) with respect to the:

- Rolling stock or rail

infrastructure, and

Railway or geographic

boundary, outlined in this

Notice, for the purposes and

using the manner of carrying

out as specified in this Notice

23 March

2016

Remains in

force until it

is cancelled,

suspended

or surrender

as per the

Rail Safety

National

Law.

This

accreditation

supersedes

previous Rail

Infrastructur

e Manager

and Rolling

Stock

Operator

under the

No further reporting

required under this

Notice of

Accreditation,

however Rail Safety

Regulation stipulates

ongoing reporting

requirements as an

accredited person

under the Rail Safety

National Law (WA) Act

2015


The ‘2016 – 2017 Annual

Review of the Roy Hill

Infrastructure Pty Ltd Rail

Safety Management System

Report’ (OP-REP-00467) was

submitted to the ONRSR.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

requirement

s outlined in

the Rail

Safety Act

WA 2010,

issued by

Office of Rail

Safety.

3. MINE FACILITIES


RHIO Mine

Stage

1

Roy Hill Iron Ore

Mining Project Stage 1,

110 Kilometres North

of Newman, Shire of

East Pilbara – Mining

Leases M46/518 and

M46/519

Project

construction and

implementation

EPA MS 824 Mine iron ore from the Stage

1 project area on the

southern slopes of the

Chichester Range and develop

associated mining

infrastructure

22 December

2009

End of

project (20+

years)

Annual Compliance

Assessment Report to

DWER due on 23

March each year.





provided to the DWER before

the due date (March 2017).

The 2017 report will be lodged


2018).

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

construction and

implementation

EPA Attachment 1 of

MS824: Revised

alignment of

Marble Bar Road -

To allow the diversion of the

existing Marble Bar Road

around mining areas.

15 December

2010

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

construction and

implementation

EPA Attachment 2 of

MS824

To allow changes to mining

schedule, location of key

infrastructure, groundwater

drawdown figure and

coordinates -

3 February

2012

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Ground

Disturbance

EPA MS 902 – amends

conditions applying

to MS824

Condition 9 of MS 824

deleted and replaced; and

Schedule 3 and Figure 8 of MS

824 are deleted

4 July 2012 End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

Infrastructure

footprint

EPA Letter dated 18

July 2013

confirming that the

amendments to

the TSF and

Evaporation Pond

do not constitute a

change in proposal

and therefore

s.45C approval not

required

No change to proposal 18 July 2013 End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

Infrastructure

footprint

EPA MS 979 condition

7-1 of MS 824

To allow changes to surface

water diversion structures

19 August

2014

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

Infrastructure

footprint


824

Amendment to attachment 2

to allow the use saline water

for dust suppression

11 February

2016

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine

Stage

2

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

construction and

implementation

EPA MS 829 Mine iron ore from the Stage

2 project area on the

southern slopes of the

Chichester Range and develop

a remote borefield and

pipeline

31 March

2010

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine Roy Hill Iron Ore Project EPA MS 829 - section Attachment 1 of MS 829: 3 February End of Annual Compliance Approval remains current.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

Stage

2



of Newman, Shire of


Leases M46/518 and

M46/519

construction and

implementation

45C Approval

2011/000970:A450

735

Change to mining schedule,

location of key infrastructure,

groundwater drawdown

figure and coordinates

2012 project (20+

years)


DWER due on 23

March each year.








2018).

RHIO Mine

Stage

2

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

Infrastructure

footprint

EPA MS980 amend

condition 9-1 of

MS 829

To allow changes to surface

water diversion structures

19 August

2014

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).

RHIO Mine

Stage

1

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Project

Infrastructure

footprint


829

Amendment to attachment 2

to allow the use saline water

for dust suppression

11 February

2016

End of

project (20+

years)

Annual Compliance


DWER due on 23

March each year.









2018).


RHI Mine Roy Hill Iron Ore Pollution DWER Works Approval Approval for construction 11 June 2012 10 August Construction Audit, A commissioning report for






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



of Newman, Shire of


Leases M46/518 and

M46/519

prevention W5067/2011/1 Mine Processing Plant and Tailings Storage Facility

Amendment to works approval W5067/2011/1 to include commissioning of Mine Process Plant (Process Plant) and Tailings Storage Facility (TSF) during construction phase of the Process Plant and TSF.

Amendment to works approval W5067/2011/1 to extended commissioning period to include the construction and commissioning of the TSF evaporators.

2016 Commissioning Plan

and Commissioning

Report

the Process Plant and TSF was

submitted on 8 April 2016.

Category 5 added to Operating

Licence L8621/2011/1 on 24

November 2016.

3.3 Operating Licence required under Part V of the Environmental Protection Act

RHIO Mine Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Pollution

prevention


for Operation of

Mine Prescribed

Premises including

Processing Plant

and Tailings

Storage Facility

Approval for operation of

Mine Processing Plant and

Tailings Storage Facility in

November 2016.

The licence was amended in

2016 to include:

(a) Category 5 has been added to the Licence to allow the operation of the ore processing plant;

(b) Category 6 for operation of northern and southern recharge basins.

(c) Category 12 for Screening

13 January

2016

25 March

2034


Report including

Annual Audit


required to be

provided by 30 March

each year.








March 2018.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

etc of material(d) Category 57 for use tyre

storage area.Category 64 for Class II putrescible landfill site.

(e) Category 73 for the bulk storage of chemicals.

3.4 Mining Proposals required under the Mining Act




of Newman, Shire of


Leases M46/518 and

M46/519

Enabling

Infrastructure

and Drilling

DMIRS Mining Proposal -

Enabling

Infrastructure and

Drilling,

Registration ID

29314

Construction of enabling

infrastructure and associated

drilling geotechnical work

24 March

2011

Until project

completion

Annual environmental

report required to be

provided to DMIRS

under the conditions

under which the

mining tenement was

granted.

This report is required

to be provided by 30

April each year.





in April 2017. The 2017


is due to be submitted in April

2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Enabling

Infrastructure

and Drilling


Enabling

Infrastructure and

Drilling 1st

Addendum,

Registration ID

31578

Construction of enabling

infrastructure and associated

drilling geotechnical work

24 August

2011

Until project

completion



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.

RHIO Mine Roy Hill Iron Ore Enabling DMIRS Mining Proposal - Addendum to Mining 23 January Until project Annual environmental Approval remains current.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



of Newman, Shire of


Leases M46/518 and

M46/519

Infrastructure

and Drilling

Enabling

Infrastructure and

Drilling 2nd

Addendum,

Registration ID

33184

Proposal (Reg ID 31578) -

enabling Infrastructure and

Drilling on Mining Lease

46/518 and 46/519

2012 completion report required to be

provided to DMIRS


under which the

mining tenement was

granted.



April each year.







2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Enabling

Infrastructure

and Drilling


Enabling

Infrastructure and

Drilling 3rd

Addendum,

Registration ID

34170

Camp Relocation and Access

Road

18 April 2012 Until project

completion



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Enabling

Infrastructure

and Drilling


Enabling

Infrastructure and

Drilling 4th

Addendum,

Registration ID:

35396

Additional disturbance area to

the M46/518 borrow pit

target areas, north/south

access road and airport, as

well as to introduce new

disturbance areas for a topsoil

dump and surface water

management structures

associated with the airport

construction.

1 June 2012 Until project

completion



provided to DMIRS


under which the

mining tenement was

granted.










2018.






APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

April each year.

RHIO Mine

Stages

1 and

2

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Mining and

associated

infrastructure

DMIRS Mining Proposal - 1

to 5 years,

Registration ID

32525

Approval for Mining Proposal

A - Mining of iron ore from

M46/518 and M46/519

26 July 2012 2019 (when

year 5 mine

pits mined

out)



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Mining

Infrastructure

DMIRS Mining Proposal –

Years 1 – 5, Part B,

Registration ID

37113

Mine infrastructure - Tailings

Storage Facility, Evaporation

Ponds and Kulbee Creek

31 May 2013 October

2031



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Mining and

infrastructure

DMIRS Mining Proposal C

– Registration ID

56658

Approval for mining activities,

operations and infrastructure

for the period following that

the subject of ‘Mining

Proposal – Years 1-5’ referred

to above.

12 November

2015

October

2031



provided to DMIRS


under which the

mining tenement was

granted.













APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



April each year.

2018.




of Newman, Shire of


Leases M46/518 and

M46/519

Mining and

infrastructure

DMIRS Mining Proposal C

– Registration ID

59183

Approval for mining activities,

operations and infrastructure

for the period following that

the subject of ‘Mining

Proposal – Years 1-5’ referred

to above.

14 July 2016 October

2031



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.

3.5 Tenure required under the Mining Act

RHIO Roy

Hill

Mine

Roy Hill Iron Ore



of Newman, Shire of


Leases M46/519

Tenure - Mine DMIRS M46/519 Mine 1 November

2010

31 October

2031



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.

RHIO Roy

Hill

Mine

Roy Hill Iron Ore



of Newman, Shire of

Tenure - Mine DMIRS M 46/518 Mine 1 November

2010

31 October

2031



provided to DMIRS











APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


Leases M46/518

under which the

mining tenement was

granted.



April each year.




2018.

RHIO Roy

Hill

remot

e

borefi

eld

Roy Hill Iron Ore



of Newman, Shire of

East Pilbara – L47/347

Tenure –

borefield and

Pipeline

DMIRS L47/347 Construction and

maintenance of a borefield,

pipeline and power line

10 August

2010

9 August

2031



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.

RHIO Roy

Hill

remot

e

borefi

eld

Roy Hill Iron Ore



of Newman, Shire of

East Pilbara - L47/346

Tenure –

borefield and

Pipeline

DMIRS L47/346 Construction and

maintenance of a borefield,

pipeline and power line

29 March

2012

28 March

2033



provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.



Tenure DMIRS L47/642 Search for groundwater 20 February

2013

19 February

2034










APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


of Newman, Shire of

East Pilbara - L47/642

provided to DMIRS


under which the

mining tenement was

granted.



April each year.






2018.

3.6 Licences to Take Groundwater required under Section 5C of the Rights in Water and Irrigation Act




of Newman, Shire of


Leases M46/518 and

M46/519

Groundwater

abstraction

DWER GWL172642(3) Dewatering of 17,000,000

kL/a for mining purposes,

dust suppression,

construction, earthworks and

processing.

25 July 2013 29 March

2025

Annual Aquifer Review

required to be

provided in October

each year.


Annual Aquifer Review was

submitted on 31 October

2017.


RHIO Mine Section 18 Notice over

M46/518 and M46/519

Heritage DPLH Section 18

10/12/10



approval

10 December

2010

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



M46/518 and M46/519

Heritage DPLH Section 18 Mine

Stage 2



approval

27 June 2011 For life of

mine project

As the salvage of









APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


to the DPLH, no


be required unless

requested by DPLH.


M46/518, M46/519

and L4SA


Stage 3



approval

30 December

2011

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.


RHI Mine Section 18 Notice over

L 4SA chainage 265 -

Mine Bonney Downs

Heritage DPLH Section 18 Ch 265 -

Mine Bonney

Downs



approval

16 December

2011

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



M46/518 and M46/519


Stage 1



approval

18 April 2011 For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.







APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017


M46/518 and M46/519


Stage 4



approval

2 May 2012 For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



M46/518 and M46/519


Stage 5



approval

30 August

2012

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



M46/518 and M46/519


Stage 6



approval

25 October

2012

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.



M46/518 and M46/519


Stage 7



approval

30 January

2013

For life of

mine project

As the salvage of




to the DPLH, no








APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

be required unless

requested by DPLH.


M46/518 and M46/519


Stage 8



approval

11 April 2013 For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.






Specified Material Authorisations

LICENSEE(S) SITE LOCATION/ TENURE ASPECT ISSUED

BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

4. PORT FACILITIES

4.1 Development approvals required under the Port Authorities Act




and Reserve 50892

Tenure PPA Letter dated 20

November 2013

from PPA to RHI

granting approval

to commence

Package 3 Port

Landside Works

and Drive Station

Civil Works.

Approval to commence

Package 3 Port Landside

Works and Drive Station Civil

Works

20 November

2013

Not

applicable

RHI is required to

submit detailed plans

and specifications to

proposed works to the

PPA and must not

undertake works in

accordance with those

works without the

consent of the PPA. If

RHI wishes to make

any change to those

detailed plans and

specifications, it must

obtain PPA’s approval

of the change.





and Reserve 50892

Tenure PPA Letter dated 9

January 2014 from

the PPA to RHI

granting approval

to commence

Package 4 Port

Marine works


Package 4 Port Marine works

9 January 2014 Not

applicable

See above. Approval remains current.

RHI Port Port Lease and Licence Tenure PPA Letter to be issued Approval to commence 14 July 2014 Not See above. Approval remains current.






BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



and Reserve 50892

by the PPA to RHI

granting approval

to commence

Package 3

Structural,

Mechanical and

Piping (SMP)

Package 3 Structural,

Mechanical and Piping

applicable




and Reserve 50892

Tenure PPA Letter to be issued

by the PPA to RHI

granting approval

to commence

construction of

temporary power

station


construction of temporary

power station

13 June 2014 Not

applicable

See above. Approval remains current.

5. RAIL FACILITIES


RHI Rail Bulk Fuel Storage-

Terminal Yard

Pollution

prevention

DWER Works Approval for

Bulk Fuel Storage

and installation of

Waste Water

Treatment Plant at

Rail Terminal Yard

For storage of bulk fuel

quantities and instillation of

Waste Water Treatment

Plant.

4 August 2014 3 August

2017

Works Approval

Compliance Audit

Works Approval

Commissioning Report

Compliance Audit was

submitted on 14 July 2015.

Commissioning report was

submitted on 24 December

2015.

Operating Licence

L8948/2016/1 was issued 4

April 2016.

5.2 Operating Licences required under Part V of the Environmental Protection Act

RHI Rail

Camp

Rail Construction Camp

1, located

Pollution

prevention


L8608/2011/1

For operation of the

Wastewater Treatment Plant

9 July 2012 8 July 2020 Annual Environmental

Report including








BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

1 approximately 50 km

south of Port Hedland

within SRL

and Landfill at Rail Camp 1

An amendment to the Rail

Camp 1 Operating Licence

(L8608/2011) to include the

disposal of reverse osmosis

reject water through the

existing WWTP to the spray

irrigation field.



(L8608/2011) to increase

landfill capacity to 5,000

tonnes/annum.

Licence amended to increase

expiry date to 8 July 2020.

Annual Audit


required to be

provided to the DWER

by 30 March each

year.



in March 2017.

Rail Camp 1 Wastewater

Treatment Plant and all

buildings and aboveground

infrastructure has been

removed. Rehabilitation was

completed in 2017. The

licence will be surrendered in

2018.

RHI Rail

Camp

3


3, located

approximately 160 km


within SRL

Pollution

prevention


L8611/2011/1



and Landfill at Rail Camp 3.



(L8611/2011/1) to increase


tonnes/annum.


expiry date to 2 September

2028.

3 September

2012

2 September

2028


Report including

Annual Audit


required to be


by 30 March each

year.





in March 2017.






completed in 2017. The


2018.






BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

RHI Rail

Camp

4


4, located

approximately 230km


within SRL

Pollution

prevention


L8609/2011/1



and Landfill at Rail Camp 4



(L8609/2011/1) to increase


tonnes/annum.


expiry date to 28 October

2033.

29 October

2012

28 October

2033


Report including

Annual Audit


required to be


by 30 March each

year.





in March 2017.






completed in 2017/18. The


2018.

RHI Rail Bulk Fuel Storage-

Terminal Yard

Pollution

prevention


L8948/2016/1 for

Bulk Fuel Storage

and installation of

Waste Water

Treatment Plant at

Rail Terminal Yard

For Category 73 storage of

bulk fuel quantities and

Category 85 Sewage facility.

4 April 2016 3 April 2036 Annual Environmental

Report including

Annual Audit


required to be


by 30 March each

year.








March 2018.

5.3 Dangerous Good Safety Act

RHI Rail Rail Terminal Yard Dangerous Goods

Site Licence –

terminal yard

DMIRS Handling and

transport of

dangerous goods

Handling and transport of

dangerous goods at Rail

Terminal Yard

11 September

2014

11

September

2019

There is a requirement

under the Dangerous

Goods Act to review

the facility for

compliance once every

five years and to







BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

decommission the

facility once every 10

years in order to

conduct a

comprehensive facility

assessment.

6. MINE FACILITIES


RHIO Mine Mine camp access road Mine DMIRS L46/104 Construction and

maintenance of a road

27 June 2012 27 June 2033 The annual


is required to be

provided to DMIRS


under which the

mining tenement was

granted.



April each year.








2018.

RHIO Mine Mine camp access road

– replacement for L

46/104

Mine DMIRS L46/110 Construction and

maintenance of a road -

replacement for L46/104

Pending RHIO submitted this

application on 13 September

2012. The grant of the licence

is subject to:

(a) the negotiation of an

access agreement with

Fortescue Metals Group

(FMG); and

(b) The Native Title objection






BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017

lodged by the Wunna

Nyiyaparli people being

processed.

RHIO has an agreed access

agreement with FMG. This

was finalised in March 2015.

The tenure is scheduled to be

granted well before it is

required on 31 December

2018.



L4SA, L46/59, E46/567,

E46/728 (part) for

Marble Bar Road

realignment

Heritage DPLH Section 18 for

Marble Bar Road

realignment



approval

24 January

2012

For life of

mine project

As the salvage of




to the DPLH, no


be required unless

requested by DPLH.


6.3 Programme of Work required under the Mining Act

RHI Mine Roy Hill Iron Ore



of Newman, Shire of


Leases M46/518 and

M46/519

Disturbance DMIRS 40601 Drilling investigations and

access tracks

18 Oct 2013 18 Oct 2017 The annual


is required to be

provided to DMIRS


under which the

mining tenement was

granted.













BY:

LICENCE/

APPROVAL

DESCRIPTION


REQUIREMENTS


December 2017



April each year.

2018.



Rev Document Number Author Approver / BFO Issue Date Review Date Page

3 OP-PLN-00075 S Blake Manager Environment ＆ Approvals 09/05/2017 28/04/2018 130 of 157

Appendix 3: Equator Principles (June 2013)





ID Principle Heading Objective Requirement IdentifierRelevant Section

EP1 Review and Categorisation

To categorise Project based on potential environmental and social risks and impacts.

EP1 -Demonstrate Category A Status 1

EP 2 Environmental and Social Assessment

To address relevant environmental and social risks and impacts of the Project.

EP2.1- Environmental Impact Assessment 6

EP2.2 - Social Impact Assessment (Heritage) 6, 8

EP2.3 – Greenhouse Gas (GHG) Alternatives Assessment

6, 8

EP 3 Environmental and Social Standards

To comply with host country laws, regulations and permits that pertains to environmental and social issues.

EP3.1 - Environmental Monitoring/Audit Program

4, 6, 8, 14

EP 3.2 - Social Monitoring/Audit Program (Heritage)

4, 8, 14

EP4 Environmental and Social Management System and Equator Principles Action Plan

To develop and maintain an Environmental and Social Management System

EP4.1 - Environmental Management Plan 8, 13, 16

EP4.2 - Social Management Plan 6, 8, 13, 16

EP5 Stakeholder Engagement

To demonstrate effective ongoing stakeholder engagement

EP5.1 - Informed Consultation and Participation Process

6, 13

EP5.2 - Assessment Documentation Availability

6, 13

EP5.3 - Engagement Results 6, 13

EP5.4 - Indigenous People 6, 13

EP 6 Grievance mechanism

Establish grievance mechanisms to receive and facilitate resolution of concerns and grievances about environmental and social performance

EP6 - Grievance mechanism 13

EP7 Independent review To demonstrate compliance with Equator Principles

EP7.1 - Independent review 6

EP7.2 - Independent review of high risk impacts

6, 14

EP 8 Covenants To incorporate covenants in financial documentation requiring compliance, reporting and decommissioning

EP8.1 - Compliance Covenants (Financing) 3.0

EP8.2 - Equator Principles Financial Institution Reporting

14

EP8.3 - Decommissioning 3.0

EP 9 Independent monitoring and reporting

To assess Project compliance with Equator Principles

EP9.1 - Verification of monitoring 8, 14

EP9.2 - Verification of Independent monitoring

8, 14

EP 10 Reporting and transparency

To demonstrate compliance with client reporting requirements

EP10.1 - Reporting and transparency 6

EP10.2 - Reporting of GHG emissions 4

To comply with EPFI reporting requirements

EP10.3 - EPFI Reporting 8, 13, 14, 15

Source: Equator Principles Association (June 2013)





Appendix 4: IFC Performance Standards (January 2012)





Heading Objectives Requirement identifierRelevant Section

IFC1 Assessment and Management of Environmental and Social Risks

To identify and evaluate environmental and social risks and impacts of the Project

To adopt a mitigation hierarchy to anticipate and avoid, or where avoidance is not possible, minimise, and, where residual impacts remain, compensate/offset for risks and impacts to works, Affected Communities, and the environment

To promote improved environmental and social performance of clients through the effective use of management systems

To ensure that grievances from Affected Communities and external communications from other stakeholders are responded to and managed appropriately.

IFC1.1 - Environmental and Social Management System(ESMS)

6, 8, 9, 10, 12, 15, 16

IFC1.2 - Environmental and Social Policy

8

IFC1.3 - Environmental and Social Assessment

6

IFC1.4 - Environmental and Social Management Program

8

IFC1.5 - ESMS Organisational Structure

7, 11

IFC1.6 - Emergency Response Systems

8, 9, 10

IFC1.7 - Monitoring and review 8, 14

IFC1.8 - Stakeholder Engagement Plan

13

IFC1.9 - External communication -Grievance Mechanism

13

IFC1.10 - Ongoing project progress reports to affected communities

13

IFC2 Labour and working conditions

To promote fair treatment, non-discrimination, and equal opportunity of workers

To establish, maintain, and improve the worker-management relationship

To promote compliance with national employment and labour laws

To protect workers, including vulnerable categories of workers such as children, migrant workers, workers engaged by third parties, and workers in the client's supply chain

To promote safe and healthy working conditions, and the health of workers

To avoid the use of forced labour.

IFC2.1 - Working conditions and management of worker relationships

8

IFC2.2 - Child and forced labour 8

IFC2.3 - Occupational Health and Safety

8

IFC2.4 - Conditions for workers engaged by third parties

8

IFC2.5 - Child and forced labour -contractors

8

IFC3 Resource Efficiency and Pollution Prevention

To avoid or minimise adverse impacts on human health and the environment by avoiding or minimising pollution from project activities

To promote a more sustainable use of resources, including water and energy

To reduce project-related GHG emissions.

IFC3.1 - Resource efficiency and pollution prevention

6, 8

IFC3.1 - GHG Reporting 6, 8

IFC3.2 - Pollution Prevention 6, 8

IFC3.3 - Waste Management 6, 8

IFC3.4 - Pesticide use and management

6, 8

IFC4 Community, Health, Safety and Security

To anticipate and avoid adverse impacts on the health and safety of the Affected Community during the project life from both routine and non-routine circumstances

To ensure that the safeguarding of personnel and property is carried out in accordance with relevant human right principles and in a manner that avoids or minimises risks to the Affected

IFC4.1 - Community health and safety

6, 8

IFC4-2 - Engagement of security personnel

8






Communities.

IFC5 Land acquisition and involuntary resettlement

To avoid, and when avoidance is not possible, minimise displacement by exploring alternative project designs

To avoid forced eviction

To anticipate and avoid, or where avoidance is not possible, minimise adverse social and economic impacts from land acquisition or restrictions on land use by (i) providing compensation for loss of assets at replacement cost and (ii) ensuring that resettlement activities are implemented with appropriate disclosure of information, consultation, and the informed participation of those affected

To improve, or restore, the livelihoods and standards of living of displaced persons

To improve living conditions among physically displaced persons through the provision of adequate housing with security of tenure are resettlement sites.

IFC5.1 - General 5, 6

IFC5.2 - Displacement 5, 6

IFC5.3 - Private Sector Responsibilities Under Government managed resettlement

5, 6

IFC6 Biodiversity Conservation and Sustainable Management Living Natural Resources

To protect and conserve biodiversity

To maintain the benefits from ecosystem services

To promote the sustainable management of living natural resources through the adoption of practices that integrates conservation needs and development priorities.

IFC6.1 - Protection and conservation of biodiversity

6, 8

IFC6.2 - Management of ecosystem services

6, 8

IFC6.3 - Weed, pathogen and feral animal management

6, 8

IFC6.4 - Demonstrate non-primary production of natural resources

6, 8

IFC6.5 - Develop systems and procedures to ensure supply chain meets IFC 6

6, 7, 8

IFC7 Indigenous people

To ensure that the development process fosters full respect for the human rights, dignity, aspirations, culture, and natural resource-based livelihoods of indigenous Peoples

To anticipate and avoid adverse impacts of projects on communities of indigenous Peoples, or when avoidance is not possible, to minimise and/or compensate for such impacts.

To promote sustainable development benefits and opportunities for indigenous Peoples in a culturally appropriate manner.

To establish and maintain an ongoing relationship based on Informed Consultation and Participation (ICP) with the indigenous Peoples affected by a

IFC7.1 - Identification of Indigenous People

5, 8, 13

IFC7.2 - Indigenous People Engagement

8, 13

IFC7.3 - Indigenous People Management Plan.

8

IFC7.4 - Circumstances requiring FPIC.

8

IFC7.5 - Mitigation and compensation for affected communities.

8

IFC7.6 - Private sector responsibilities where Government is responsible for managing indigenous people’s issues.

8






throughout the Projects life-cycle.

To ensure the Free, Prior, and Informed Consent (FPIC) of the Affected Communities of indigenous Peoples when the circumstances described in this PS are present.

IFC8 Cultural Heritage

To protect cultural heritage from the adverse impacts of project activities and support its preservation.

To promote the equitable sharing of benefits from the use of cultural heritage.

IFC8.1 - Cultural Heritage survey. 6, 8

IFC8.2 - Use of competent professionals in the identification and protection of Cultural Heritage.

6, 8

IFC8.3 - Cultural Heritage Impact Assessment

6, 8

IFC8.4 - Management of chance finds

6, 8

IFC8.5- Consultation with Affected Communities

13

IFC8.6 - Cultural Heritage –continued access

6, 8

IFC8.7 - Management of Cultural Heritage

8

IFC8.8 - Commercial use of Cultural Heritage

8

Source: IFC Performance Standards (January 2012)





Appendix 5: IFC Environmental, Health, and Safety General Guidelines (April 2007)






EHSG1 Environmental To incorporate EHS considerations into corporate and facility-level business processes

To identify project hazards and associated risks as early as possible in the facility development or project cycle

To involve EHS professionals to assess and manage EHS impacts and risks and carry out specialised environmental management functions including preparation of project or activity-specific plans and procedures.

EHSG1.1 – Air Emissions and Ambient Air Quality

8

EHSG1.2 – Energy Conservation 8

EHSG1.3 Wastewater and Ambient Water Quality

8

EHSG1.4 – Water Conservation 8

EHSG1.5 – Hazardous Materials Management

8

EHSG1.6 – Waste Management 8

EHSG1.7 – Noise 8

EHSG1.8 – Contaminated Land 8

EHSG2 Occupational Health and Safety

To provide reasonable precautions to manage principle risks to occupational health and safety

To ensure companies hire personnel with the technical capability to manage occupational health and safety issues.

To apply preventative and protective measures based on comprehensive job safety analyses

To design and equip places or work to protect occupational health and safety.

EHSG2.1 - General Facility Design and Operation

7, 8

EHSG2.2 – Communication and Training

12, 13

EHSG2.3 – Physical Hazards 8

EHSG2.4 – Chemical Hazards 8

EHSG2.5 – Biological Hazards 8

EHSG2.6 – Radiological Hazards 8

EHSG2.7 – Personal Protective Equipment

8

EHSG2.8 – Special Hazard Environments

8

EHSG3 Community Health and Safety

To ensure that EHS considerations address aspects of project activities taking place outside of the traditional project boundaries.

EHSG3.1 – Water Quality and Availability

6, 8

EHSG3.2 – Structural Safety of Project Infrastructure

6, 8

EHSG3.3 – Life and Fire Safety 8, 9

EHSG3.4 – Traffic Safety 8

EHSG3.5 – Transport of Hazardous Materials

8

EHSG3.6 – Disease Prevention 8

EHSG3.7 – Emergency Preparedness and Response

9

EHSG4 Construction and Decommissioning

To provide guidance on prevention and control of community health and safety impacts that occur during new project development, at the end of the project life-cycle or due to expansion or modification of existing project facilities.

EHSG4.1 – Environment 8

EHSG4.2 – Occupational Health and Safety

8

EHSG4.3 – Community Health and Safety

6, 8





Appendix 6: JBIC Environmental and Social Guidelines





ID HeadingEquivalent Equator Principles and/or International Finance Corporation guidelines / Additional requirements

ESMP Section (where relevant)

J1 General

J1-1 Environmental Impact Assessment

The requirements of J1-1 are partially addressed by the following:

Environmental Impact Assessment (EP2.1)

Social Impact Assessment (EP2.2)

GHG Alternatives Assessment (EP2.3)

Environmental and Social Assessment (IFC1.3)

Independent Review (EP7.1)

Independent Review of High Risk Impacts (EP7.2)

Additional requirements relate to the assessment of (and recording of outcomes) alternative proposals including an analysis of environmental costs and benefits in as quantitative terms as possible be conducted in close harmony with economic, financial, institutional, social and technical analyses of the Project.

7

J2 Scope of impact to be examined

J2-1 Examination of alternative proposals








Additional requirements include the assessment of multiple alternatives. However, mitigation hierarchy is required via State impact assessment process that may achieve this standard.

7

J2-2 Factors to be investigated

The requirements of J2-2 are fully addressed by the following:

Community Health and Safety (IFC 4)

Community Health and Safety (IFC 4.1).

-

J2-3 Examine derivative and cumulative impacts


Environmental and Social Management System(ESMS) (IFC1.1)

Community Health and Safety (IFC 4)

Community Health and Safety (IFC 4.1)

-

J3 Compliance with laws, standards and plans

J3-1 Compliance with local law


Environmental and Social Standards (EP3).

-

J3-2 Protection of natural and cultural heritage areas


EP3 Environmental and Social Standards

IFC6 Biodiversity Conservation and Sustainable Management Living Natural Resources

IFC8 Cultural Heritage

Cultural heritage impact assessment (IFC 8.3).

J4 Social acceptability and social impacts

J4-1 Social acceptability of projects


Informed Consultation and Participation Process (EP5.1)

Assessment Documentation Availability (EP5.2)

Engagement Results (EP5.3)

Indigenous People (EP5.4)

Stakeholder engagement (IFC 1.8)

Informed consent (IFC 7)

Indigenous People engagement (IFC 7.2)

Identification of Indigenous people (IFC 7.1).

-







J4-2 Consideration of the vulnerable



Identification of Indigenous people (IFC 7.1)

Indigenous People engagement (IFC 7.2).

-

J5 Ecosystem and biota

J5-1 Critical natural habitats


Biodiversity Conservation and Sustainable Management Living Natural Resources (IFC 6)

Protection and conservation of biodiversity (IFC 6.1)

Management of Ecosystem Services (IFC 6.2).

-

J5-2 Illegal logging The requirements of J5-2 are fully addressed by the following:

Biodiversity Conservation and Sustainable Management Living Natural Resources 9 (IFC6)

Protection and conservation of biodiversity (IFC 6.1).

-

J6 Involuntary resettlement

J6-1 Involuntary resettlement avoidance


Land Acquisition and Involuntary Resettlement (IFC 5)

General (IFC 5.1)

Displacement (IFC 5.2)

Private Sector Responsibilities under Government-Managed Resettlement (IFC 5.3).

-

J6-2 Compensation for involuntary resettlement




Private Sector Responsibilities Under Government-Managed Resettlement (IFC 5.3)

-

J6-3 Participation by affected people


Land Acquisition and Involuntary Resettlement

General (IFC 5.1)

Grievance mechanism (EP6).

-

J6-4 Resettlement planning



General (IFC 5.1)

Resettlement is not relevant to the Roy Hill Project.

-

J7 Indigenous peoples

J7-1 Avoidance of impacts on indigenous peoples


Assessment and Management of Environmental and Social Risks (IFC1)

Indigenous Peoples (IFC7)


Mitigation and compensation for Affected Communities (IFC 7.5).

-

J7-2 Respect of indigenous rights


Indigenous Peoples (IFC 7)


Circumstances requiring FPIC (IFC 7.4).

-

J7-3 Indigenous peoples planning



Indigenous People Management Plan (IFC 7.3)

Additional requirements relate to accessible procedures to address grievances by the affected communities, and monitoring and reporting on implementation

13, 16







of an Indigenous Peoples Plan.

J8 Monitoring

J8-1 Monitoring implementation


Environmental Monitoring/Audit Program (EP 3.1)

Social Monitoring/Audit Program (EP 3.2)

Verification of monitoring (EP 9.1)

Independent verification of monitoring (EP 9.2)

Monitoring and review (IFC 1.7)

-

J8-2 Monitoring feasibility and effectiveness




Verification of monitoring (EP 9.1)

Independent verification of monitoring (EP 9.2)

Monitoring and review (IFC 1.7)

-

J8-3 Monitoring results availability




Assessment Documentation Availability (EP 5.2)

Monitoring and Review (IFC 1.7)


-

J8-4 Monitoring implementation


Grievance mechanism (EP 6)

Assessment and Management of Environmental and Social Risks (IFC 1)

External Communication - Grievance Mechanism (IFC 1.9).

-

J9 EIA reports for Category A Projects

J9-1 Environmental Impact Assessment Process


Environmental Impact Assessment (EP 2.1)

Social Impact Assessment (EP 2.2)

GHG Alternatives Assessment (EP 2.3)

Informed Consultation and Participation Process (EP 5.1)




-

J9-2 Scope of Environmental Impact Assessment









-





Appendix 7: NEXI Environmental and Social Considerations





ID HeadingEquivalent Equator Principles and/or International Finance Corporation guidelines / additional requirements

Additional requirement Section (where relevant)

N1 Underlying Principles

N1-1 Environmental Impact Assessment

The requirements of N1-1 are partially addressed by the following:

Environmental and Social Assessment (EP 2)




Additional requirements include an assessment of alternative proposals including an analysis of environmental costs and benefits in as quantitative terms as possible be conducted in close harmony with economic, financial, institutional, social and technical analyses of the Project.

7

N2 Examination of measures

N2-1 Examination of alternative proposals





Environmental and Social Assessment (IFC1.3)Additional requirements include an assessment of multiple alternative proposals.

7

N2-2 Monitoring plans and systems


Environmental Monitoring/Audit Program (EP3.1)

Social Monitoring/Audit Program (EP3.2)

Environmental Management Plan (EP4.1)

Social Management Plan (EP4.2)

Environmental and Social Management System(ESMS) (IFC1.1)

Environmental and Social Management Program (IFC1.4)

Additional requirements include the preparation of cost plans relating to monitoring plans and environmental management plans.

7

N3 Scope of Impacts to be examined

N3-1 Factors to be investigated

The requirements of N3-1 are fully addressed by the following:





Community, Health, Safety and Security (IFC4)

Community Health and Safety (IFC 4.1).

-

N3-2 Protection of natural and cultural heritage areas


Environmental and Social Standards (EP 3)


Cultural Heritage (IFC 8)

Cultural heritage impact assessment (IFC 8.3)

-

N3-3 Critical natural habitats




Management of Ecosystem Services (IFC 6.2)

-

N3-4 Illegal logging The requirements of N3-4 are fully addressed by the following:



-







N4 Social acceptability and social impacts

N4-1 Social acceptability of projects

The requirements of N4-1 are fully addressed by the following and compliance with the Western Australian environmental impact assessment process:

Assessment and Management of Environmental and Social Risks and Impacts (IFC 1)



Engagement Results (EP5.3)

Indigenous People (EP5.4)


Informed consent (IFC 7)


Identification of Indigenous people (IFC 7.1).

-

N4-2 Consideration of the vulnerable





-

N5 Involuntary resettlement

N5-1 Involuntary resettlement avoidance



General (IFC 5.1)


Private Sector Responsibilities Under Government-Managed Resettlement (IFC 5.3).

-

N5-2 Compensation for involuntary resettlement




Private Sector Responsibilities Under Government-Managed Resettlement (IFC 5.3)

-

N5-3 Participation by affected people



General (IFC 5.1)

Grievance mechanism (EP6)

-

N5-4 Resettlement planning

The requirements of N5-4 are addressed by the following:

IFC 5 Land Acquisition and Involuntary Resettlement

General (IFC 5.1).

Resettlement is not relevant to the Roy Hill Project.

-

N6 Indigenous People

N6-1 Avoidance of impacts on indigenous peoples




Identification of indigenous people (IFC 7.1)

Mitigation and compensation for Affected Communities (IFC 7.5).

-

N6-2 Respect of indigenous rights




Circumstances requiring FPIC (IFC 7.4).

-

N6-3 Indigenous peoples planning



Indigenous People Management Plan (IFC 7.3)

16







Additional requirements relate to Indigenous peoples plan to include the elements laid out in the World Bank Safeguard Policy, OP4.10, Annex B.

N7 Monitoring and follow-up

N7-1 Monitoring implementation




Verification of monitoring (EP9.1)

Independent verification of monitoring (EP9.2)

Monitoring and review (IFC 1.7).

-

N7-2 Monitoring feasibility and effectiveness




Verification of monitoring (EP9.1)

Independent verification of monitoring (EP9.2)

Monitoring and review (IFC 1.7).

-

N7-3 Monitoring results availability



Monitoring and Review (IFC 1.7).

-

N7-4 Grievance mechanisms


Grievance mechanism (EP6)


External Communication - Grievance Mechanism (IFC 1.9).

-

N8 EIA reports for Category A projects

N8-1 Environmental Impact Assessment Process









-

N8-2 Scope of Environmental Impact Assessment









-





Appendix 8: US EX-IM Environmental and Social Due Diligence Procedures and Guidelines





ID HeadingEquator Principles and/or International Finance Corporation equivalent guidelines / additional requirements

ESMP section (where relevant)

E1 Assessment

against

international

guidelines

Project assessed against the IFC Performance standards. -

E2 Objectives and scope of EX-IM Bank’s Environmental Guidelines

E2-1 Air Quality In addition, the requirements of E2-1 are partially addressed by the following:

Resource efficiency and pollution prevention (IFC 3.1)

GHG reporting (IFC 3.2)

Waste management (IFC 3.4)



Additional requirement relates to compliance with quantitative limits set forth in the applicable World Bank international guidelines.

16

E2-2 Water Use and

QualityIn addition, the requirements of E2-2 are partially addressed by the following:

Pollution Prevention (IFC 3.3)


Pesticide use and Management (IFC 3.5)



Weed, pathogen and feral animal management (IFC 6.3)

Demonstrate non-primary production of natural resources (IFC 6.4)

Supply chain (IFC 6.5)


16

E2-3 Waste

Management In addition, the requirements of E2-3 are partially addressed by the following:








16

E2-4 Natural and

Manmade Hazards. In addition, the requirements of E2-4 are partially addressed by the following:

Emergency Response Systems (IFC 1.6)






16







E2-5 Biodiversity. In addition, the requirements of E2-5 are partially addressed by the following:








Weed, pathogen and feral animal management (IFC 6.3)

Demonstrate non-primary production of natural resources (IFC 6.4)

Supply chain (IFC 6.5)


16

E2-6 Involuntary

Resettlement,

Indigenous

Peoples, Cultural

Property.

In addition, the requirements of E2-6 are partially addressed by the following:

General (IFC 5.1)


Private Sector Responsibilities Under Government Managed Resettlement (IFC 5.3)



Indigenous Peoples Management (IFC 7.3)

Circumstances requiring FPIC (IFC 7.4)

Mitigation and compensation for Affected Communities (IFC 7.5)

Private sector responsibilities where Government is responsible for managing indigenous peoples issues (IFC 7.6)Given the involuntary resettlement is not relevant to the Project; a requirement gap has not been reported.

-

E2-7 Noise In addition, the requirements of E2-7 are partially addressed by the following:


Pollution prevention (IFC 3.3)



16

E2-8 Protection of

Workers In addition, the requirements of E2-7 are addressed by the following:

Working conditions and management of worker relationships (IFC 2.1)

Child and forced labour (IFC 2.2)

Occupational Health and Safety (IFC 2.3)

A potential gap relates to the compliance with the World Bank EHS Guidelines that sets out prescriptive levels for emissions, energy and water conservation, OH&S, community health and safety, construction and decommissioning.

16

E2-9 Community Health

and SafetyRequires compliance with the World Bank EHS Guidelines 16

E2-10 Global Climate In addition, the requirements of E2-7 are addressed by the following:

Reporting of GHG emissions (EP10.2)


Pollution Prevention (IFC 3.3)Additional requirement relating to compliance with the World Bank EHS Guidelines.

16

E3 Environmental and Social Impact Assessment

Project assessed against the IFC Performance standards. -

E4 Environmental and Social

Project assessed against the IFC Performance standards

Additional requirement relating to compliance with the World Bank EHS Guidelines.

16







Sustainability

E5 EHS Guidelines Project assessed against the IFC Performance standards.

Additional requirement relating to compliance with the World Bank EHS Guidelines.

16





Appendix 9: OECD Revised Council Recommendations





No. HeadingEquator Principles and/or International Finance Corporation equivalent guidelines / additional requirements

ESMP section (where

relevant)

1 Category A Category A status is also recognised under the Equator Principles. -

2

Social review The OECD recommendations are provided through:





Engagement Results (EP5.3).

-

3

Social Impact Assessment

The OECD recommendations are provided through:





Engagement Results (EP5.3).

-

4Benchmarking The Project has been assessed against the IFC Performance Standards and Equator

Principles which are two relevant environmental standards meeting the requirement of this recommendation.

-

5

National and international standards





-

6

Application of standards





-

7Member requirements

Noted -


Noted -


Noted -


Noted -


Noted -


Noted -

13

Member requirements

Noted -


Noted -


Noted -


Noted -


Noted -

18EIA scope and detail



-





No. HeadingEquator Principles and/or International Finance Corporation equivalent guidelines / additional requirements

ESMP section (where

relevant)











Appendix 10: Roy Hill Governance Policy





Appendix 11: Roy Hill Environmental Policy





Appendix 12: Roy Hill Health and Safety Policy





Appendix 13: Roy Hill Stakeholder Engagement Policy





Appendix 14: Roy Hill Employment Policy