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## INDEMNIFICATION AND INSURANCE OF DIRECTORS’ AND OFFICERS 

Under the Company’s Constitution, each of the Company’s Directors, the Company Secretary and every other person who is an officer is indemnified for any liability to the full extent permitted by law. 

The Company’s Constitution also provides for the Company to indemnify each of the Company’s Directors, the Company Secretary and every other person who is an officer to the maximum extent permitted by law, for legal costs and expenses incurred in defending civil or criminal proceedings. 

Each Director has entered into a Deed of Access, Insurance and Indemnity, which provides for indemnity against liability as a Director, except to the extent of indemnity under an insurance policy or where prohibited by statute. The Deed also entitles the Director to access Company documents and records, subject to confidentiality undertakings. 

The Company maintains Director’s and Officer’s insurance policies, to insure the Company’s Directors, Company Secretary and those Directors and others of its subsidiaries. The Company has paid or has agreed to pay the premium for these policies. 

The terms of the insurance contracts prohibit the Company from disclosing the level of premium paid and the nature of the liabilities insured. 

## REMUNERATION REPORT (AUDITED) 

This remuneration report for the three months to 31 March 2013 outlines the remuneration arrangements of the Group in accordance with the requirements of the Corporations Act 2001  (the Act) and its regulations. This information has been audited as required by section 308(3C) of the Act. 

The remuneration report details the remuneration arrangements for key management personnel (KMP) of the Group, who are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any Director (whether executive or otherwise) of the parent Company. 

For the purposes of this report, the term ’executive’ encompasses the Managing Director/Chief Executive Officer, senior executives, general managers and company secretary of the Company and the Group. 

The remuneration report is presented under the following sections: 

1. Individual Key Management Personnel (KMP) disclosures. 

2. Remuneration at a glance. 

3. Board oversight of remuneration. 

4. Non-executive Director (NED) remuneration arrangements. 

5. Executive remuneration arrangements. 

6. Company performance and link to remuneration. 

7. Executive contractual arrangements. 

8. Equity instruments disclosures. 

## 1. Individual Key Management Personnel disclosures 

Details of KMP of the Group are set out in the following sections. 

(i) Directors 

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