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APN
annual report
2011
directors’ report
APN News & Media Limited and Controlled Entities
8. LIKELY DEVELOPMENTS AND EXPECTED RESULTS OF OPERATIONS
Overall strategic direction and prospects are discussed in the Chairman’s and Chief Executive’s Reviews on pages 4 to 7 and the operational
review on pages 9 to 17.
Further information as to likely developments in the operations of the consolidated entity and the expected results of those operations in
subsequent financial years has not been included in this report because, in the opinion of the Directors, it would prejudice the interests of
the consolidated entity.
9. ENVIRONMENTAL REGULATION
The Directors recognise the importance of environmental and occupational health and safety issues. The Directors are committed to
compliance with all relevant laws and regulations to ensure the protection of the environment, the community and the health and safety
of employees. The operations of the consolidated entity are not subject to any particular and significant environmental regulation under
the law of the Commonwealth of Australia or any of its states or territories, or New Zealand.
10. REMUNERATION REPORT
A remuneration report is set out on pages 34 to 43 and forms part of this Directors’ Report.
11. DIRECTORS’ MEETINGS
The number of meetings of the full Board of Directors and Board Committees held in the period each Director held office during the financial
year and the number of those meetings attended by each Director were:
Director
Board of Directors
Audit
Committee
Remuneration
Committee
Nomination
Committee
Held Attended
Held Attended
Held Attended
Held Attended
GK O’Reilly
11
11
5
5
1
1
AE Harris
11
11
9
9
5
5
BD Chenoweth
11
11
PP Cody
11
10
(1)
1
1
PM Cosgrove
11
11
1
1
VC Crowley
11
11
5
5
EJ Harvey
11
11
9
7
(2)
KJ Luscombe
11
11
9
8
5
5
JH Maasland
11
10
9
9
1
1
(1) Non-attendance due to declaration of interest.
(2) Two meetings of the Audit Committee were held prior to EJ Harvey’s appointment to the Audit Committee.
Two meetings of the Allotment Committee were held and were attended by GK O’Reilly (2) and BD Chenoweth (2). Two meetings of the
Options Committee were held and attended by GK O’Reilly (2) and BD Chenoweth (2). Five meetings of a Board Committee formed for
purposes including reviewing and approving the half-yearly and annual financial statements, dividend payments, 2010 Annual Report and
Shareholder Review, and Notice of Meeting were held and were attended by AE Harris (5) and BD Chenoweth (5).
12. DIRECTORS’ INTERESTS
Note 26 to the financial statements contains details of shareholdings of the Directors and Senior Executives as at 31 December 2011.
13. SHARES UNDER OPTION
Note 18 to the financial statements contains details of the number of unissued shares of APN News & Media Limited under option at
31 December 2011 and shares issued during the financial year as a result of the exercise of options. No options have been granted since
the end of the financial year.
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The parent entity’s Constitution provides for an indemnity for Directors against any liability incurred by a Director in their capacity as an
officer. Under the
Corporations Act 2001
, this indemnity does not extend to a liability to the parent entity or a related body corporate of
the parent entity, a liability for a pecuniary penalty or compensation order under certain provisions of the
Corporations Act 2001
or a liability
that is owed to someone other than the parent entity or a related body corporate of the parent entity which did not arise out of conduct in
good faith.