Directors’ Report  Cardno Limited and its Controlled Entities for the year ended 30 June 2010  At the date of this report unissued ordinary shares of the Company in relation to performance rights are:  These options and rights do not entitle the holder to participate in any share issue of the Company. During the year KPMG, the Company’s auditor, has performed certain other services in addition to their  statutory duties.  The Board has considered the non-audit services provided during the year by the auditors and in accordance  with written advice provided by resolution of the Audit, Risk & Compliance Committee, is satisfied that the  provision of those non-audit services during the year by the auditor is compatible with, and does not  compromise, the auditor independence requirements of the Corporations Act 2001 for the following reasons:  Details of the amounts paid to the auditor of the Company, KPMG, and its related practices for audit and  non-audit services provided during the year are set out in note 31.  all non-audit services are subject to the corporate governance procedures adopted by the Company  and have been reviewed by the Audit, Risk & Compliance Committee to ensure they do not impact  the integrity and objectivity of the auditor; and  that non-audit services provided do not undermine the general principles relating to auditor  independence as set out in APES 110 Code of Ethics for Professional Accountants, in that they do  not involve reviewing or auditing the auditor’s own work, acting in a management or decision making  capacity for the Company, acting as an advocate for the Company or jointly sharing risks and  rewards.  14. Non-Audit Services  Exercise Date  Expiry date  Exercise price  Number of rights  22 October 2012  22 October 2013  Nil  135,000  2 December 2012  2 December 2013  Nil  224,000  15. Lead Auditor’s Independence Declaration Under Section 307C of the Corporations Act 2001  16. Rounding of Amounts  The lead auditor’s independence declaration is set out on page 20 and forms part of the Directors’ report for  the year ended 30 June 2010.  The Company is of a kind referred to in Class Order 98/100, issued by the Australian Securities and  Investments Commission, relating to the ‘rounding off’ of amounts in the Directors’ report and financial  statements. Amounts in the Directors’ report and financial report have been rounded off in accordance with  that Class Order to the nearest thousand dollars, or in certain cases, to the nearest dollar.  Signed in accordance with a resolution of Directors.  On behalf of the Directors  Brisbane  16 August 2010 Page 19 of 80  JOHN C MASSEY  Chairman 