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## Directors’ Report 

## Cardno Limited and its Controlled Entities for the year ended 30 June 2010 

At the date of this report unissued ordinary shares of the Company in relation to performance rights are: 

<img src='content_image/194837.jpg'>

These options and rights do not entitle the holder to participate in any share issue of the Company. 

## 14. Non-Audit Services 

During the year KPMG, the Company’s auditor, has performed certain other services in addition to their statutory duties. 

The Board has considered the non-audit services provided during the year by the auditors and in accordance with written advice provided by resolution of the Audit, Risk & Compliance Committee, is satisfied that the provision of those non-audit services during the year by the auditor is compatible with, and does not compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons: 

 all non-audit services are subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit, Risk & Compliance Committee to ensure they do not impact the integrity and objectivity of the auditor; and 

 that non-audit services provided do not undermine the general principles relating to auditor independence as set out in APES 110 Code of Ethics for Professional Accountants, in that they do not involve reviewing or auditing the auditor’s own work, acting in a management or decision making capacity for the Company, acting as an advocate for the Company or jointly sharing risks and rewards. 

Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and non-audit services provided during the year are set out in note 31. 

## 15. Lead Auditor’s Independence Declaration Under Section 307C of the Corporations Act 2001 

The lead auditor’s independence declaration is set out on page 20 and forms part of the Directors’ report for the year ended 30 June 2010. 

## 16. Rounding of Amounts 

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 and financial statements. Amounts in the Directors’ report and financial 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 in accordance with a resolution of Directors. 

On behalf of the Directors 

Brisbane 16 August 2010 

