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## DIRECTORs’ REPORT 

## OPTIONS 

There are no unissued shares under option as at the date of this report. No options over unissued shares were granted during or since the end of the financial year. There were no movements in options during the financial year. No shares were issued during or since the end of the financial year as a result of the exercise of an option. 

## INDEMNIFICATION AND INSURANCE OF OFFICERS AND AUDITORS 

The Directors of the Company and such other officers as the Directors determine, are entitled to receive the benefit of an indemnity contained in the Constitution of the Company to the extent allowed by the Corporations Act 2001 , including against liabilities incurred by them in their respective capacities in successfully defending proceedings against them. 

During or since the end of the financial year, the Company has paid premiums under contracts insuring the Directors and officers of the Company and its controlled entities against liability incurred in that capacity to the extent allowed by the Corporations Act 2001 . The terms of the policies prohibit disclosure of the details of the liability and the premium paid. 

Each Director has entered into a Deed of Access, Disclosure, Insurance and Indemnity which provides for indemnity by the Company against liability as a Director to the extent allowed by the law. 

There are no indemnities given or insurance premiums paid during or since the end of the financial year for the auditors. 

## NO OFFICERS ARE FORMER AUDITORS 

No officer of the consolidated entity has been a partner of an audit firm or a Director of an audit company that is the auditor of the Company and the consolidated entity for the financial year. 

## NON-AUDIT SERVICES 

Under its Charter of Audit Independence, the Company may employ the auditor to provide services additional to statutory audit duties where the type of work performed and the fees for services do not impact on the actual or perceived independence of the auditor. 

Details of the amounts paid or payable to the auditor, Ernst & Young, for non-audit services provided during the financial year are set out below. Details of amounts paid or payable for audit services are set out in Note 32 to the financial statements. 

The Board of Directors has received advice from the Audit and Risk Committee and is satisfied that the provision of 

the non-audit services did not compromise the auditor independence requirements of the Corporations Act 2001 because none of the services undermine the general principles relating to auditor independence as set out in Professional Statement F1, including reviewing or auditing the auditor’s own work, acting in a management or a decision- making capacity for the Company, acting as advocate for the Company or jointly sharing economic risk and rewards. 

A copy of the auditor’s independence declaration under section 307C of the Corporations Act 2001  is on page 28 of this report. 

During the financial year, Ernst & Young received or were due to receive the following amounts for the provision of non-audit services: 

Subsidiary company and other audits required by contract or regulatory or other bodies: 

• Australia $243,809 

• Overseas $98,020 

Other assurance and non-assurance services: 

• Australia $225,449. 

## ROUNDING 

The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and Investments Commission, relating to the “rounding off” of amounts in the Directors’ Report. Amounts contained in the Directors’ Report have been rounded off in accordance with that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar. 

Signed on behalf of the Directors in accordance with a resolution of the Directors. 

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22 August 2013 

