Brambles 2006 Annual Report - Alle jaarverslagen

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Brambles
2006 Annual Report DIRECTORS’ REPORT – OTHER INFORMATION
Director Listed Company Period Directorship Held
J Nasser AO
D J Turner
BHP Billiton Limited
BHP Billiton plc
British Sky Broadcasting Group plc
Whitbread plc
Commonwealth Bank of Australia
2006 to current
2006 to current
2000 to current
2001 to 2006
2006 to current
Interests in securities
Pages 61, 62, 68, 69 and 71 of the Remuneration
Report include details of the interests of Directors and
their director-related entities and of the five most highly
remunerated executive officers of Brambles in shares and
other securities of Brambles companies. There have been
no changes in the interests of Directors and their directorrelated
entities in shares and other securities of Brambles
companies between 30 June 2006 and one month before
the date of the notice of the Annual General Meetings.
Contracts with Directors
Mr D J Turner and Mr M F Ihlein, being Executive Directors
in the full-time employment of BIL, have entered into
service contracts. Under the terms of these contracts,
they are entitled to receive benefits including shares and
options. The principal terms of contracts are described
in the Remuneration Report on page 60.
Letters of appointment for the Non-executive Directors,
which are contracts for service but not contracts of
employment, have been put in place with each of the
Non-executive Directors. A copy of the standard letter
of appointment used by Brambles can be found on the
Brambles website at www.brambles.com. These letters
confirm that the Non-executive Directors have no right to
compensation on the termination of their appointment for
any reason, other than for unpaid fees and expenses for
the period actually served.
Since the end of the year, no Director of BIL or BIP has
received or become entitled to receive a benefit (other
than a benefit included in the aggregate amount of
Directors’ emoluments shown in the Remuneration Report
forming part of this Directors’ Report) or fixed salary as a
full-time employee of BIL or BIP by reason of a contract
made by BIL or BIP, their controlled entities or a related
body corporate with the Director, or with a firm of which
the Director is a member, or with an entity in which the
Director has a substantial financial interest.
Indemnities
Indemnities provided to the Directors and officers in
accordance with the constitution of BIL or the articles of
association of BIP are detailed in Note 36 on pages 142
and 143.
Corporate governance and corporate
social responsibility
A report on Brambles’ corporate governance practices
is on pages 44 to 53.
A report on Brambles’ corporate social responsibility
policies, on issues such as health and safety, the
environment, community programs and ethics, is on
pages 31 to 37.
Share capital and options
Details of the changes in the issued share capital of BIL
and BIP, the number of shares reserved for issue in BIP
and options outstanding over BIL and BIP shares at the
year end are given in Notes 27 and 28 on pages 126 to 129.
Share Buy-Backs
On 29 November 2005, Brambles announced that it would
release at least A$2.8 billion (£1.2 billion) of surplus capital
which would be used to undertake, amongst other things,
on-market share buy backs and would do so where share
purchase opportunities arose which were in the best
interests of Brambles’ shareholders.
During the year and subsequent to the above
announcement, Brambles made on-market purchases of
20,679,697 BIL shares, representing 2.1 per cent of the
issued share capital of BIL, for an aggregate consideration
of A$222 million, and 59,562,443 BIP shares, representing
8.9 per cent of issued share capital of BIP, with a nominal
value of £3.0 million and an aggregate consideration of
£259 million. The shares purchased were all cancelled.
BIL‘s on-market buy back is still current, although neither
it nor BIP has made on-market purchases from the end of
the year to the date of this report.
At the annual general meetings held during 2005,
shareholders authorised BIP to make on-market purchases
of up to 72,439,640 of its ordinary shares, representing
approximately 10 per cent of BIP issued share capital at
that time. Shareholders will be asked at the 2006 annual
general meetings to renew this authority.
Non-audit services
The amount of US$1,363,000 was paid or is payable to
PricewaterhouseCoopers, Brambles’ auditors, for non-audit
services provided during the year, by them (or another
person or firm on their behalf). These services primarily
related to tax consulting advice, of which US$1,302,000
was incurred in the UK. The Directors are satisfied that
the provision of non-audit services by Brambles’ auditors
(or a person or firm on their behalf) did not compromise the
auditor independence requirements of the Corporations Act
2001 (Australia) for the following reasons: the nature of the
non-audit services provided for the year; the quantum of
non-audit fees compared to overall audit fees; and the
pre-approval, monitoring and ongoing review requirements
under the Audit Committee Charter in relation to non-audit
work. The auditors have also provided the Committee with
a letter confirming that, in their professional judgement,
as at 23 August 2006, they have maintained their
independence in accordance with their firm’s requirements,
with the provisions of Professional Statement F1 –
Professional Independence, the applicable provisions of the
Corporations Act 2001 (Australia), and other professional
and regulatory requirements in Australia and the UK.