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CIMIC Group Limited Annual Report 2016 |
Directors’ Report
BOARD MEETINGS
The number of Board and Board Committee meetings held, and the number of meetings attended by each Director, during the 2016
Financial Year are set out in the table below.
Board
Audit and Risk
Committee
Ethics, Compliance &
Sustainability
Committee
Remuneration &
Nomination
Committee
Special Board
Committee
~
H
A
H
A
H
A
H
A
H
A
Current Directors
M Fernández
Verdes
1
9
8
#
-
4+
4
4
-
3+
1
1
A Valderas
2
1
-
#
-
-
-
-
-
-
-
-
R Chenu
9
7
4
4
4
4
6
6
2
2
J L del Valle Pérez
9
8
-
3+
4
4
6
5
-
-
T Gerber
3
9
8
4
4
4
4
6
6
-
-
P Lopéz Jiménez
4
9
8
-
4+
4
3
6
6
-
-
D Robinson
5
9
9
4
4
-
-
-
5+
2
2
P Sassenfeld
9
8
4
4
-
-
-
4+
-
-
Alternate Director
R Seidler AM
-
9*
-
4*
-
4*
-
5*
-
2*
Former Director
K Ferguson
6
8
6
4
3
4
3
4
3
1
1
H
The number of meetings held during the period the Director/Alternate Director/Former Director was a member of the Board and/or Committee.
A
The number of meetings attended by the Director during the period the Director/Alternate Director/Former Director was a member of the Board
and/or Committee.
~
Meetings held to consider annual results and the Company’s Constitution.
#
Unable to attend a Board meeting due to a declared conflict of interest.
*
The number of meetings attended by the Alternate Director in his capacity as an Alternate Director or as a standing invitee.
+
The number of meetings attended by the Director as a standing invitee of the Committee.
1
Mr Fernández Verdes ceased to be CEO on 18 October 2016 and a member of the Ethics, Compliance and Sustainability Committee on 11 November
2016.
2
Mr Valderas was appointed as CEO on 18 October 2016 and Managing Director on 27 October 2016.
3
Mr Gerber became a member of the Ethics, Compliance and Sustainability Committee on 9 February 2016.
4
Mr Lopéz Jiménez became a member of the Ethics, Compliance and Sustainability Committee on 9 February 2016.
5
Mr Robinson ceased to be a member of the Audit and Risk Committee and became Chair of the Ethics, Compliance and Sustainability Committee on
11 November 2016.
6
Dr Ferguson resigned as a Director on 10 November 2016.
In addition to these formal meetings, briefing sessions were held for Directors on various issues during the year. Where required, the
Board and its Committees also considered matters out of session by way of circulating resolution.
DIRECTORS’ INTERESTS
Details of the Directors’ relevant interests in the issued capital of the Company and its related body corporates as at the date of this
Directors’ Report are listed in the table below.
Name
Relevant interests in CIMIC
Relevant interests in ACS and/or HOCHTIEF AG
Ordinary
shares
Options over
shares
Rights over
shares
Ordinary
shares
Options over
shares
Rights over
shares
M Fernández Verdes
2,745
1
-
-
1,001,527 (ACS)*
12,931 (HOCHTIEF AG)
-
-
A Valderas
15,587
104,612
32,552
1,453 (ACS)
-
-
R Chenu
4,085
-
-
-
-
-
J L del Valle Pérez
1,000
1
-
-
278,902 (ACS)
418,266 (ACS)
-
T Gerber
2,000
-
-
-
-
-
P López Jiménez
1,192
1
-
-
524,145 (ACS)
~
-
-
D Robinson
1,489
-
-
-
-
-
P Sassenfeld
1,858
1
-
-
7,054 (HOCHTIEF AG)
-
-
Mr Seidler AM (Alternate Director for Mr Sassenfeld and Mr del Valle Pérez) holds 2,341 ordinary shares, nil options and nil rights.
1
These shares are held by the relevant director on trust for HOCHTIEF Australia.
*
1,000,916 shares are held by Gesguiver, S.L. (a closely related party to Mr Fernández Verdes).
~
These shares are held by Fapin Mobi, S.L. (a closely related party to Mr López Jiménez).
No Director held a relevant interest in Devine.
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