Directors’ Report  Cardno Limited and its Controlled Entities for the year ended 30 June 2010  Consequences of Performance on Shareholder Wealth  In considering the Group’s performance and benefits for shareholder wealth, the Remuneration Committee  has regard to the following indices in respect of the current financial year and the previous four financial  years.  2010 2009 2008 2007 2006 Net Profit After Tax (‘000’s)  $37,597  $34,154  $27,452  $18,468  $12,663  Dividends Paid or Provided (000’s)  $23,955  $21,434  $16,349  $9,903  $6,859  Change in Share Price – year on  year  $0.53 -$1.06 -$2.69 $2.83 $1.55 Basic Earnings Per Share Growth  0.1%  4.3%  12.6%  18.9%  62.6%  Return on Capital Employed  17.3%  19.0%  25.8%  35.5%  62.7%  Over the past four years, the Group’s profit after income tax has grown at an average rate per annum of 42%  and revenue from $101 million (2005) to $477 million (2010). During the same period average key  management personnel total compensation has grown by approximately 16% per annum. Performance Options & Rights Options and Rights granted to Executive Directors and Officers of the Company  Details of vesting profiles of options and rights granted as remuneration to the Executive Directors and key  management personnel and to the most highly remunerated Offices of the Group and still outstanding at  30 June 2010, including Rights granted during the financial year are as follows:  Key Management  Personnel  Outstanding  Grant Date  Vesting Date  % Vested in  Year  % Forfeited in  Year  Options Rights Directors  Andrew Buckley  -  150,000  60,000  -  22-Oct-09  25-Oct-07  22-Oct-12  19-Oct-10  0.0%  0.0%  0.0%  0.0%  Jeffrey Forbes  -  70,000  30,000  -  22-Oct-09  25-Oct-07  22-Oct-12  19-Oct-10  0.0%  0.0%  0.0%  0.0%  Trevor Johnson  -  50,000  25,000  -  22-Oct-09  25-Oct-07  22-Oct-12  19-Oct-10  0.0%  0.0%  0.0%  0.0%  Graham Tamblyn  -  40,000  20,000  -  22-Oct-09  25-Oct-07  22-Oct-12  19-Oct-10  0.0%  0.0%  0.0%  0.0%  Executives  Roger Collins-Woolcock  -  60,000  45,000  30,000  -  -  2-Dec-09  5-Dec-08  5-Dec-07  2-Dec-12  29-Nov-11  29-Nov-10  0.0%  0.0%  0.0%  0.0%  0.0%  0.0%  Paul Gardiner  -  70,000  55,000  30,000  -  -  2-Dec-09  5-Dec-08  5-Dec-07  2-Dec-12  29-Nov-11  29-Nov-10  0.0%  0.0%  0.0%  0.0%  0.0%  0.0%  Michael Renshaw  -  60,000  45,000  30,000  -  -  2-Dec-09  5-Dec-08  5-Dec-07  2-Dec-12  29-Nov-11  29-Nov-10  0.0%  0.0%  0.0%  0.0%  0.0%  0.0%  Kylie Sprott - 8,000 2-Dec-09 2-Dec-12 0.0% 0.0% Charles Tapp 50,000  35,000  - 5-Dec-08 5-Dec-07  29-Nov-11  29-Nov-10  0.0%  0.0%  0.0%  0.0%  No options were issued to Executive Directors and key management personnel during the financial year.  Non-Executive Directors do not participate in any of the Company’s incentive plans.  No options and rights granted during the financial year have vested. No options or rights have been granted  since the end of the financial year and up to the date of this report. No options or rights were exercised  during the financial year. Details of the performance criteria are included on page 13.  Page 17 of 80 