IOOF  | Annual Report 2012 page 29 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 or receive  dividends of the Company or any other body corporate. 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  Group paid insurance premiums to insure against amounts  that IOOF 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  IOOF, 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. 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. Proceedings on behalf of the Company Indemnification and insurance