SHARE OPTIONS OPERATING AND FINANCIAL REVIEW  (continued) Business Objectives and Future Prospects  (continued) Business Risks  (continued) INDEMNIFYING AND INSURANCE OF OFFICERS  AND AUDITORS Future Prospects REMUNERATION REPORT DIRECTORS’ MEETINGS Details of unissued shares under option, and shares issued as a result of  the exercise of options, are set out in Note 19 to the Financial Statements.  Details of share, option and “in-substance option” transactions in relation  to Directors and Key Management Personnel of the consolidated entity are  set out in the Remuneration Report. – Development – the building of either new cinema sites or theme parks,  both in Australia and overseas, involves inherent risks to such  development projects, including cost and time overruns, community  distaste for a project, regulatory hurdles and various governmental  requirements and permissions. However, due to the diversity and scale of  the VRL group’s other businesses, any adverse impact on the Group from  any individual development or new operation, whether in Australia or  elsewhere, is not expected to be material, and the significant expertise and  experience of the Group in delivering such projects minimises this risk. Since the commencement of the financial year, the Company has not, in  respect of any person who is or has been an officer or auditor of the  Company or related body corporate, indemnified or made any relevant  agreement for indemnifying against a liability (including costs and expenses  incurred in successfully defending legal proceedings) incurred as an officer  or auditor, nor has the Company paid or agreed to pay a premium for  insurance against any such liabilities incurred as an officer or auditor other  than an un-allocated group insurance premium which has been paid to  insure each of the Directors and Secretaries of the Company against any  liabilities for costs and expenses incurred in defending any legal  proceedings arising out of their conduct as officers of the Company or  related body corporate, other than conduct involving wilful breach of duty. Subject to the business risks outlined above, and general economic risks  and uncertainties, it is anticipated that the VRL group will continue to  produce solid operating profits in future years. The Group has maintained  a conservative net debt position and has enjoyed reliable cash-flows from  its existing businesses. If this continues, the Group may be able to take  advantage of potential future profitable development opportunities when  they arise, which may include opportunities in Australia and elsewhere,  with a focus on Asia. Specific future prospects for each division have been  included in the Operational Results section above. The Remuneration Report, which forms part of this Directors’ Report, is set  out on pages 17 to 28. The Group’s brands are well recognised and respected, and all of the  Group’s businesses are focussed on ensuring that their customers have an  enjoyable entertainment experience to encourage repeat visitation. The  Company is committed to maintaining a consistent, stable dividend return  to shareholders whilst retaining the flexibility for future expansion options. The following table sets out the attendance of Directors at formal Directors’  meetings and committee of Directors’ meetings held during the period that  the Director held office and was eligible to attend: Informal procedural meetings attended by a minimum quorum of three Directors to facilitate document execution and incidental matters are not included  in determining the number of Directors’ meetings held. A description of the VRL group’s position in relation to Australian Tax  Consolidation legislation is set out in Note 4 to the Financial Statements. The amounts contained in this report and in the financial statements have  been rounded (where applicable) to the nearest thousand dollars (unless  stated otherwise) under the option available to the Company under ASIC  Class Order 98/100. The Company is an entity to which the Class Order  applies. Signed in accordance with a resolution of the Directors at Melbourne this  19th day of September 2014. The Auditor’s Independence Declaration to the Directors of the Company,  which forms part of this Directors’ Report, is set out on page 17. NON-AUDIT SERVICES PROVIDED BY AUDITOR Details of the non-audit services provided by the auditor are set out in  Note 26 to the Financial Statements. The non-audit services summarised in  Note 26 were provided by the VRL group’s auditor, Ernst & Young. The  Directors are satisfied that the provision of non-audit services is  compatible with the general standard of independence for auditors imposed  by the  Corporations Act 2001 . The nature and scope of each type of non-audit  service provided means that auditor independence was not compromised. 15 ANNUAL REPORT 2014 G.W. Burke Director AUDITOR INDEPENDENCE ROUNDING TAX CONSOLIDATION NAME OF DIRECTOR NUMBER OF MEETINGS HELD WHILE IN OFFICE NUMBER OF MEETINGS ATTENDED Formal Audit &  Risk Remun- eration Corporate  Governance Nomination Formal Audit &  Risk Remun- eration Corporate  Governance Nomination Robert G. Kirby 8 – – – 1 7 – – – 1 John R. Kirby 8 – – – – 8 – – – – Graham W. Burke 8 – – – – 7 – – – – David J. Evans 8 – – 4 1 8 – – 4 1 Peter D. Jonson 8 3 3 4 – 8 2 3 4 – D. Barry Reardon 8 – 3 – – 8 – 3 – – Peter M. Harvie 8 – – – – 8 – – – – Robert Le Tet 8 3 – – 1 7 3 – – 1 Timothy M. Antonie 8 3 3 4 – 7 3 3 4 – Julie E. Raffe (alternate) 2 – – – – 2 – – – – CLOSE FILE X