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CIMIC Group Limited Annual Report 2016 |
Directors’ Report
OPTIONS
As at the date of this Directors’ Report, there are 552,231 options over unissued shares in the Company. These options were granted
under the LTI plan and were made to eligible Senior Executives in February 2016 as their 2015 LTI, the details of which are set out below:
2015 Options
Number of participants at date of grant
36
Date of grant
29 October 2015
Exercise price
$27.53
Expiry date
29 October 2020
Number of options
Original grant
735,636
On issue 10 Feb 2016
1
735,636
Exercised since 10 Feb 2016
-
Vested since 10 Feb 2016
-
Lapsed since 10 Feb 2016
183,405
On issue 8 Feb 2017
2
552,231
1
Date of the Directors’ Report contained in the 2015 CIMIC Annual Report.
2
Date of this Directors’ Report.
There was no LTI grant in the 2016 Financial Year.
On vesting, these rights and options may be satisfied through the issue of ordinary shares in the Company or the allocation of ordinary
shares in the Company acquired on-market. During the 2016 Financial Year 337,683 ordinary shares were acquired on-market at an
average price of $30.60 per share. Holders of these rights and options receive no voting rights and are not entitled to participate in any
share or rights issue made by the Company.
Refer to the Remuneration Report for summaries of our STI, LTI and option plans and ‘Note 36: Employee benefits’ to the Financial Report
within this Annual Report for further details. Refer to the Shareholdings section of this Annual Report for details regarding the
distribution of holdings of STI rights, LTI rights and options.
AUDIT
The declaration by the Group’s external auditor, Deloitte, to the Directors in relation to the auditor’s compliance with the independence
requirements of the Corporations Act, and any applicable code of professional conduct for external auditors, is set out in the section of
this Directors’ Report titled ‘Lead Auditor’s independence declaration under section 307C of the Corporations Act’.
No person who was an officer of the Company during the 2016 Financial Year was a director or partner of the Group’s external auditor at
a time the Group’s external auditor conducted the audit.
INDEMNITY FOR GROUP OFFICERS AND AUDITORS
CONSTITUTION
The Constitution includes indemnities in favour of people who are, or have been, an ‘Officer’ or auditor of the Company. ‘Officer’ is
defined in the Constitution as any Director, Secretary or executive officer of the Company.
The Constitution states that, to the extent permitted by law, the Company indemnifies every person who is or has been:
•
an Officer, against any liability to any person (other than the Company or a related entity) incurred while acting in that capacity and
in good faith; and
•
an Officer or auditor of the Company, against costs and expenses incurred by that person in that capacity in successfully defending
legal proceedings and ancillary matters.
DIRECTORS’ DEED OF INDEMNITY
The Company has entered into deeds of indemnity, insurance and access with its current and former Directors. Under each director’s
deed, the Company indemnifies the Director to the extent permitted by law against any liability (including liability for legal defence costs)
incurred by the Director as an Officer or former Officer of the Company or any Operating Company, or while acting at the request of the
Company or any Operating Company as an Officer of a non-controlled entity.
DEEDS OF INDEMNITY FOR CERTAIN OFFICERS AND EMPLOYEES
The Company has entered into deeds of indemnity with particular Officers, employees or former Officers and employees of the Company
and Operating Companies. These deeds of indemnity give similar indemnities in favour of those Officers, employees or former Officers
and employees in respect of liabilities incurred by them while acting in their applicable capacities in the Company or any Operating
Company, or while acting at the request of the Company or any Operating Company as an Officer or employee of a non-controlled entity.
The Officers and employees who have the benefit of a deed of indemnity are, or were at the time, a Secretary of the Company, Directors
of an Operating Company, or a General Manager or Senior Manager within the Group, as defined by that deed.
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