Directors’ report <strong>AWB</strong> LIMITEDAudit and Non-Audit ServicesErnst & Young is authorised to perform all ‘audit services’, being anexamination or review of the financial statements of the companyin accordance with the laws and rules of each jurisdiction in whichfilings are made, for the purpose of expressing an opinion on suchstatements. The Audit Committee approves the provision of auditservices as part of the annual approval of the audit plan. Whereadditional audit services not contemplated in the annual audit planare subsequently deemed to be necessary during the course of theyear, the provision of these services is separately approved by theAudit Committee prior to commencement of the services.<strong>AWB</strong> <strong>Limited</strong> has not engaged Ernst & Young to perform any of thefollowing non-audit services:• bookkeeping services and other services related to preparing theGroup’s accounting records of financial statements;• financial information system design and implementation services;• appraisal or valuation services, fairness opinions, or contributionin kind reports;• actuarial services;• internal audit services;• management functions or human resources;• broker or dealer, investment adviser, or investment bankingservices;• legal services or expert services unrelated to the audit; and• taxation advice.In addition, all other non-audit services may only be provided by Ernst& Young if the Audit Committee has expressly approved the provisionof the non-audit service prior to commencement of the work, andthe performance of the non-audit service will not cause the totalannual revenue to Ernst & Young from non-audit work to exceed theaggregate annual amount of Ernst & Young’s audit fees. The AuditCommittee will not approve the provision of a non-audit service byErnst & Young if the provision of the service would compromise Ernst& Young’s independence. The Audit Committee requires Ernst & Youngto submit annually to the Audit Committee a formal written statementdelineating all relationships between Ernst & Young and <strong>AWB</strong> <strong>Limited</strong>and its controlled entities. The statement includes a report of allaudit and non-audit fees billed by Ernst & Young in the most recentfiscal year, a statement of whether Ernst & Young is satisfied that theprovision of the audit and any non-audit services is compatible withauditor independence and a statement regarding Ernst & Young’sinternal quality control procedures.A copy of the auditor’s independence declaration is set out on page 55and forms part of this report. The Audit Committee considers whetherErnst & Young’s provision of non-audit services to the company iscompatible with maintaining the independence of Ernst & Young. TheAudit Committee also submits annually to the board a formal writtenreport describing any non-audit services rendered by Ernst & Youngduring the most recent fiscal year, the fees paid for those non-auditservices and explaining why the provision of these non-audit servicesis compatible with auditor independence. If applicable, the AuditCommittee recommends that the board take appropriate action inresponse to the Audit Committee’s report to satisfy itself of Ernst &Young’s independence.Amounts paid or payable to the auditor for non-audit servicesprovided during the year are located in note 25 to the financialstatements.For the reasons set out above, the directors are satisfied that theprovision of non-audit services by the external auditor during the yearended 30 September 2008 is compatible with the general standard ofindependence for auditors imposed by the Corporations Act 2001.Indemnification and InsuranceThe company has not given any indemnity to a current or formerofficer or auditor against any liability that is covered by section199A(2) or (3) of the Corporations Act 2001, nor has the companyentered into any relevant agreement under which an officer or auditormay be given an indemnity of that kind.Under the constitution of <strong>AWB</strong> <strong>Limited</strong>, every person who is or hasbeen a director, secretary or executive officer of the company isindemnified, to the maximum extent permitted by law, out of theproperty of the company against any liability incurred by that personas such an officer, other than:• liability to the company or related body corporate of the company;or• liability arising out of conduct involving a lack of good faith.In addition, under the constitution every such person is indemnified,to the maximum extent permitted by law, out of the property of thecompany against any liabilities for costs and expenses incurred bysuch a person:• in defending any proceedings relating to that person’s positionwith the company, whether civil or criminal, in which judgement isgiven in that person’s favour or in which that person is acquitted orwhich are withdrawn before judgement; or• in connection with any administrative proceedings relating to thatperson’s position with the company, except proceedings whichgive rise to proceedings against that person in which judgementis not given in that person’s favour or in which that person is notacquitted; or• in connection with any application in relation to any proceedingsrelating to that person’s position with the company, whether civilor criminal, in which relief is granted to that person under theCorporations Act 2001 by the court.A Deed of Access, Indemnity and Insurance has been entered intobetween the company and each director and former director of thecompany and agreements have been reached with certain officersand former officers of the company under which the company hasagreed to indemnify the individual in terms similar to the indemnitiescontained in the company’s constitution.In addition, <strong>AWB</strong> <strong>Limited</strong> has provided a limited indemnity to itsauditor, Ernst & Young, for all reasonably foreseeable liabilities, claims,costs and expenses reasonably incurred by it in respect of any claimby a third party related to the audit service provided by Ernst & Young.The indemnity does not cover indirect or consequential losses orlosses resulting from the proved negligent, wrongful or wilful acts oromissions of Ernst & Young.Under the Deeds of Access, Indemnity and Insurance, the companyhas also agreed to maintain a directors’ and officers’ insurancepolicy. During and since the end of the financial year, the companyhas paid a premium for such a policy for the benefit of current andformer directors, secretaries and officers of the company; currentand former directors, secretaries and officers of subsidiaries of thecompany; and current and former outside directorships and companysecretary positions held by employees of the company at the requestof the company. In accordance with common commercial practice,the insurance policy prohibits disclosure of the nature of the liabilityinsured against and the amount of the premium.Except as mentioned above, during and since the end of the financialyear, the company has not paid any other insurance premiums for anyperson who is or has been an officer or auditor of the company.Director’s InterestsThe relevant interest of each director in the shares issued by <strong>AWB</strong><strong>Limited</strong>, as notified by the directors to the Australian SecuritiesExchange (ASX) in accordance with section 205G(1) of theCorporations Act 2001, at the date of this report is as follows:Ordinary shares heldPeter Polson 15,000Gordon Davis 10,000Steve Chamarette 10,500Brendan Fitzgerald 12,000Tony Howarth 31,587Frederick Grimwade 10,000John Schmoll 7,500www.awb.com.au 39
<strong>AWB</strong> LIMITED Directors’ reportDirectors’ MeetingsThe number of meetings of directors (including meetings of committees of directors) held during the year and the number of meetings attendedby each director were as follows:Directors Board Audit CommitteeAttended Eligible to attend Attended Eligible to attendPeter Polson 10 13 5 5Brendan Stewart 13 13 5 5Gordon Davis 13 13 - -Steve Chamarette 13 13 - -Fred Grimwade 10 10 - -Brendan Fitzgerald 13 13 - -Tony Howarth 12 13 5 5Xavier Martin 12 12 5 5Warrick McClelland 3 3 2 2Christopher Moffet 3 3 - -John Schmoll 11 13 5 5Russell McKenzie 9 9 - -Colin Nicholl 9 9 - -Rodger Schirmer 9 9 2 2John Simpson 3 3 - -Directors Nomination & Remuneration Committee Risk CommitteeAttended Eligible to attend Attended Eligible to attendBrendan Stewart 5 5 3 4Peter Polson 5 5 4 4Gordon Davis - - - -Steve Chamarette - - 4 4Fred Grimwade - - 1 1Brendan Fitzgerald 5 5 - -Tony Howarth 5 5 4 4Xavier Martin - - - -Warrick McClelland - - - -Christopher Moffet - - 1 1John Schmoll - - 4 4Russell McKenzie - - 1 1Colin Nicholl 3 3 - -Rodger Schirmer - - - -John Simpson 1 1 - -RoundingThe amounts contained in this report and in the financial statements have been rounded off under the option available to the company underAustralian Securities and Investments Commission (ASIC) Class Order 98/100. Amounts in this report have been rounded off in accordance withthat Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.Signed in accordance with a resolution of the directors:Peter PolsonChairmanGordon DavisManaging Director19 November 200840 www.awb.com.au
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