annual report 2011

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