Directors’ report – (including remuneration report)
Insurance of officers
During the financial year, Transfield Services Limited paid a premium for Directors’ and Officers’ Liability insurance. The policy covers the Directors and
Secretary of the Company and its controlled entities, and the general managers of each of the divisions of the consolidated entity. The Directors have not
included details of the nature of the liabilities covered and the amount of the premium paid in respect of the Directors’ and Officers’ Liability insurance
policy as such disclosure is prohibited under the terms of the contract.
Proceedings on behalf of the Company
No person has applied to a court under section 237 of the Corporations Act 2001 for leave to bring proceedings on behalf of the Company, or to intervene in
any proceedings to which the Company is a party, for the purpose of taking responsibility on behalf of the Company for all or part of those proceedings.
No proceedings have been brought or intervened in on behalf of the Company with leave of a court under section 237 of the Corporations Act 2001.
Non-audit services
During the year KPMG, the Company’s auditor, has performed certain other services in addition to their statutory duties. Details of the amounts paid or
payable to the auditor for audit and non-audit services (comprising other assurance services and taxation services) provided during the year are set out in
Note 36.
The Board of Directors has considered the non-audit services provided during the year by the auditor and, in accordance with the advice received from the
Risk, Audit and Compliance Committee is satisfied that the provision of those non-audit services, as set out in Note 36, during the year by the auditor is
compatible with, and did not compromise the auditor independence requirements of the Corporations Act 2001 for the following reasons:
• all non-audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Risk, Audit and
Compliance Committee to ensure they do not impact the integrity and objectivity of the auditor; and
• the 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, as they did 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.
Prior to its appointment as auditor KPMG provided taxation services to the Group in relation to research and development activities on a risk and reward
sharing basis. Since its appointment as auditor this arrangement has been replaced with a time and cost fee arrangement.
Auditors’ independence declaration
A copy of the auditor’s independence declaration as required under section 307C of the Corporations Act 2001 is set out on page 71.
Rounding of amounts
The Company is of a kind referred to in Class Order 98/0100, issued by the Australian Securities and Investments Commission, relating to the ‘rounding off’
of amounts in the Directors’ Report. Amounts 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.
KPMG continues in office in accordance with Section 327 of the Corporations Act 2001.
This report is made in accordance with a resolution of the Directors.
Anthony Shepherd Dr Peter Goode
Chairman Managing Director and Chief Executive Officer
at Sydney
26 August 2010