annual report 2011
annual report 2011
annual report 2011
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IOOF | <strong>annual</strong> <strong>report</strong> <strong>2011</strong><br />
Unexercised options over shares, performance rights and deferred shares<br />
At the date of this <strong>report</strong> unexercised options over shares of the Company under option, deferral arrangements and<br />
performance rights are:<br />
Options Performance rights Deferred shares<br />
Expiry<br />
date<br />
Number of<br />
options<br />
Exercise price<br />
per option $<br />
Vesting<br />
date<br />
Number<br />
of rights<br />
Vesting<br />
date<br />
Number of<br />
shares<br />
27 Nov 11 675,000 9.89 1 Dec 11 41,614 1 Jul 12 55,813<br />
30 Nov 11 134,048 5.52 30 Jun 12 121,313 55,813<br />
2 Aug 12 75,000 3.15 31 Jul 12 2,500<br />
22 Nov 12 134,048 9.99 27 Nov 12 75,000<br />
30 Jun 13 339,122 9.36 1 Dec 12 32,970<br />
2 Aug 13 150,000 5.68 30 Jun 13 5,000<br />
15 Feb 14 53,619 2.98 31 Jul 13 1,250<br />
16 Jun 14 26,809 3.73 23 Nov 13 75,000<br />
2 Aug 14 150,000 7.40 27 Nov 13 37,500<br />
30 Jun 15 1,925,000 6.14 1 Jul 14 75,000<br />
27 Nov 15 316,624 5.20 23 Nov 14 37,500<br />
4 May 16 500,000 7.01 27 Nov 14 37,500<br />
23 Nov 16 300,000 6.93 1 Jul 15 37,500<br />
1 Jul 17 300,000 6.81 23 Nov 15 37,500<br />
5,079,270 1 Jul 16 37,500<br />
654,647<br />
The Board has the discretion to either purchase shares on market<br />
or to issue new shares. Shares allocated on vesting will rank<br />
equally with all other ordinary shares on issue.<br />
All options expire on the earlier of their expiry date or termination<br />
of the employee’s employment. In addition, the ability to exercise<br />
options is conditional on service and performance hurdles as<br />
detailed in section 6 of the Remuneration Report.<br />
These options, performance rights and deferred shares do<br />
not entitle the holder to participate in any share issue of the<br />
Company or any other body corporate.<br />
Indemnification and insurance<br />
Rule 84 of the IOOF Holdings Ltd Constitution requires the<br />
Company to indemnify to the extent permitted by law, each<br />
Director and Secretary against liability incurred in, or arising out<br />
of the conduct of the business of the Company or the discharge<br />
of the duties of the Director or Secretary. The Directors and<br />
Secretary named in this Directors Report have the benefit of this<br />
requirement, as do individuals who formerly held one of those<br />
positions.<br />
In accordance with this requirement the Company has entered<br />
into Deeds of Access, Indemnity and Insurance (Deeds of<br />
Indemnity) with each Director. During the financial year, the<br />
IOOF Group paid insurance premiums to insure against amounts<br />
that the IOOF Group may be liable to pay the Directors, and<br />
Secretary pursuant to Rule 84. The insurance policy also insures<br />
the Directors and Secretary of the Company and its controlled<br />
entities, and the general officers of each of the companies in the<br />
Group. Details of the amount of the premium paid in respect<br />
of the insurance contract have not been disclosed as such<br />
disclosure is prohibited under the terms of the contract.<br />
The liabilities insured are legal costs that may be incurred in<br />
defending civil or criminal proceedings that may be brought<br />
against the officers in their capacity as officers of entities in the<br />
Group, and any other payments arising from liabilities incurred<br />
by the officers in connection with such proceedings, other<br />
than where such liabilities arise out of conduct involving a<br />
wilful breach of duty by the officers or the improper use by the<br />
officers of their position or of information to gain advantage<br />
to themselves or someone else or to cause detriment to the<br />
Company.<br />
Proceedings on behalf of the Company<br />
No person has applied to the court under section 237 of the<br />
Corporations Act 2001 for leave to bring proceedings on behalf<br />
of the Company, or to intervene in any proceedings to which the<br />
Company is a party, for the purpose of taking responsibility on<br />
behalf of the Company for all or part of those proceedings.<br />
No proceedings have been brought or intervened in on behalf<br />
of the Company with leave of the Court under section 237 of the<br />
Corporations Act 2001.<br />
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