INDEMNIFICATION AND INSURANCE OF DIRECTORS’ AND OFFICERS REMUNERATION REPORT (AUDITED) 1. Individual Key Management Personnel disclosures Under the Company’s Constitution, each of the Company’s Directors, the Company Secretary and every other person who is an officer is  indemnified for any liability to the full extent permitted by law.  The Company’s Constitution also provides for the Company to indemnify each of the Company’s Directors, the Company Secretary and every other  person who is an officer to the maximum extent permitted by law, for legal costs and expenses incurred in defending civil or criminal proceedings. Each Director has entered into a Deed of Access, Insurance and Indemnity, which provides for indemnity against liability as a Director, except to the  extent of indemnity under an insurance policy or where prohibited by statute. The Deed also entitles the Director to access Company documents  and records, subject to confidentiality undertakings.  The Company maintains Director’s and Officer’s insurance policies, to insure the Company’s Directors, Company Secretary and those Directors and  others of its subsidiaries. The Company has paid or has agreed to pay the premium for these policies. The terms of the insurance contracts prohibit the Company from disclosing the level of premium paid and the nature of the liabilities insured. This remuneration report for the three months to 31 March 2013 outlines the remuneration arrangements of the Group in accordance with the  requirements of the  Corporations Act 2001  (the Act) and its regulations. This information has been audited as required by section 308(3C) of  the Act. The remuneration report details the remuneration arrangements for key management personnel (KMP) of the Group, who are defined as those  persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or  indirectly, including any Director (whether executive or otherwise) of the parent Company. For the purposes of this report, the term ’executive’ encompasses the Managing Director/Chief Executive Officer, senior executives, general  managers and company secretary of the Company and the Group. The remuneration report is presented under the following sections: Details of KMP of the Group are set out in the following sections. 1.  Individual Key Management Personnel (KMP) disclosures. 2.  Remuneration at a glance. 3.  Board oversight of remuneration. 4.  Non-executive Director (NED) remuneration arrangements. 5.  Executive remuneration arrangements. 6.  Company performance and link to remuneration. 7.  Executive contractual arrangements. 8.  Equity instruments disclosures. (i) Directors Annual Report 2013 23 Mr. D. McGauchie  Chairman (non-executive) Mr. D. Farley Managing Director and Chief Executive Officer Mr. A. Paliulis Director (non-executive) Mr. S. Black  Director (non-executive) Mr. D. Crombie  Director (non-executive) Mr. T. Keene  Director (non-executive) Dr. S. Dissanayake  Director (non-executive) Dr. M. Abdullah (appointed 10 April 2013) Director (non-executive) Mr. I. Allana (resigned 14 May 2013) Alternate Director Mr. D. Munang  Alternate Director