MIRVAC gRoup AnnuAl RepoRt 2012 - Mirvac - Mirvac Group

DIReCtoRs’ RepoRt
8 ADDitionAl infoRMAtion / continueD
e) options over unissued securities
During the year ended 30 June 2012, no options over Mirvac
stapled securities were issued to executives under the LTIP.
options over 391,076 (2011: 152,617) Mirvac stapled securities
were forfeited during the year as a result of employees
leaving the Group. No securities in the Group or any of its
controlled entities were issued during or since the year
ended 30 June 2012 as a result of the exercise of an option
over unissued securities. Dilution that may result from
securities being issued under Mirvac’s LTI plans is capped
at the limit set out in Australian Securities and Investments
Commission’s (“ASIC”) Class order 03/184, which provides
that the number of unissued securities under those plans
must not exceed five per cent of the total number of
securities of that class as at the time of the relevant offer.
f) other benefits
Fees paid by Mirvac for Directors’ and officers’ liability
insurance are not itemised for each Director as their
disclosure would breach the terms of the policy.
executives and Directors (including Non-executive Directors)
are entitled to participate in arrangements available to
directly purchase Mirvac developed residential property,
on the same terms and conditions as for other employees
within the Group.
g) loans to elt
Information on the loans to members of the eLT is disclosed
in note 34 to the financial statements. Loans are not
provided to Non-executive Directors.
non-audit services
Mirvac may decide to employ the auditor on assignments
additional to their statutory audit duties where the auditor’s
expertise and experience with the Group are relevant.
Details of the amounts paid or payable to the auditor
(PricewaterhouseCoopers) for audit and non-audit services
provided during the year ended 30 June 2012 are set out
in note 38 to the financial statements.
The Board has considered its position and, in accordance
with the advice received from the ARCC, is satisfied that
the provision of non-audit services is compatible with the
general standard of independence for auditors imposed by
the Corporations Act 2001. The Directors are satisfied that
the provision of non-audit services by the auditor, as set in
note 38 to the financial statements, did not compromise the
auditor independence requirements of the Corporations Act
2001 for the following reasons:
— all non-audit services have been reviewed by the ARCC to
ensure they do not affect the impartiality and objectivity of
the auditor; and
— none of the services undermines the general principles
relating to auditor independence as set out in Accounting
Professional and ethical Standards (“APeS”) 110 Code of
ethics for Professional Accountants, including reviewing or
auditing the auditor’s own work, acting in a management
or a decision-making capacity for the Group, acting as
advocate for the Group or jointly sharing economic risk
and rewards.
26 mirvac group annual report 2012
significant changes in the state of affairs
Details of the state of affairs of the Group are disclosed within
the review of operations and activities.
Matters subsequent to the end of the year
No matter or circumstance has arisen since 30 June 2012
that has significantly affected, or may significantly affect:
— the Group’s operations in future years; or
— the results of those operations in future years; or
— the Group’s state of affairs in future years.
Insurance of officers
During the year, Mirvac paid a premium for an insurance
policy insuring any past, present or future Director, secretary,
executive officer or employee of the Group against certain
liabilities. In accordance with commercial practice, the
insurance policy prohibits disclosure of the nature of the
liabilities insured against and the amount of the premium.
Auditor’s independence declaration
A copy of the auditor’s independence declaration required
under section 307C of the Corporations Act 2001 is set
out on page 27.
Auditor
PricewaterhouseCoopers continues in office in accordance
with section 327 of the Corporations Act 2001.
Rounding of amounts
Mirvac is an entity of the kind referred to in Class order
98/0100 issued by ASIC, relating to the rounding off of
amounts in the financial statements. Amounts in the financial
statements have been rounded off to the nearest tenth of a
million (“m”) dollars in accordance with that class order.
This statement is made in accordance with a resolution
of the Directors.
nicholas collishaw
Director
Sydney
21 August 2012