Page 12 - Suncorp_Review

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11. Indemnifcation and insurance of offcers

Under the Company’s Constitution, the Company indemnifes each person who is or has been a director or offcer of the Company. The indemnity relates to all liabilities to another party (other than the Company or a related body corporate) that may arise in connection with the performance of their duties to the Company and its subsidiaries, except where the liability arises out of conduct involving a lack of good faith. The Constitution stipulates that the Company will meet the full amount of such liabilities, including costs and expenses incurred in successfully defending civil or criminal proceedings or in connection with an application, in relation to such proceedings, in which relief is granted under the

Corporations Act 2001 .

The Company has also executed deeds of access, indemnity and insurance with directors and secretaries of the Company and its subsidiaries and deeds of indemnity and insurance with directors of related bodies corporate and joint venture companies. Those deeds, which are subject to certain conditions and limitations, provide an indemnity to the full extent permitted by law for liabilities incurred by that person as an offcer, including reasonable legal costs incurred in respect of certain legal proceedings and an entitlement to directors’ and offcers’ liability insurance. The deeds containing access rights provide access to company books following the cessation of the offcer’s position with the relevant company.

During the fnancial year ended 30 June 2011, the Company paid insurance premiums in respect of a directors’ and offcers’ liability insurance contract. The contract insures each person who is or has been a director or executive offcer (as defned in the Corporations Act 2001 ) of the Company against certain liabilities arising in the course of their duties to the Company and its subsidiaries. The directors have not included details of the nature of the liabilities covered or the amount of the total premium paid in respect of the insurance contract as such disclosure is prohibited under the terms of the contract.

12. Non‑audit services

During the year, KPMG, the Company’s auditor, performed certain services in addition to their statutory duties. The Board has considered the non‑audit services provided during the year by the auditor and, having received appropriate confrmations from the Audit Committee, is satisfed that the provision of those non‑audit services during the year by the auditor is compatible with, and did not compromise, the auditor independence requirements of the

Corporations Act 2001 for the following reasons: –– all non‑audit services were subject to the corporate governance procedures adopted by the Company and have been reviewed by the Audit Committee to ensure they do not impact the integrity and objectivity of the auditor; and

–– the 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 , as they did 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.

Details of the amounts paid or due and payable to the auditor of the Company, KPMG, and its related practices for non‑audit services provided during the year are set out below:

2011 2010 $’000 $’000

Services other than statutory audit

Audit‑related fees (regulatory)

APRA reporting 649 650 Risk management 72 74 Australian Financial Services Licences 108 126 Other regulatory compliance services 995 1,484   1,824 2,334

Audit‑related fees (non‑regulatory)

Other assurance services 944 706   944 706

Non‑audit related

Other services 65 20 Tax fees

Tax compliance 12 12   2,845 3,072

13. Lead auditor’s independence declaration

The lead auditor’s independence declaration is set out on page 35 and forms part of the directors’ report for the fnancial year ended 30 June 2011.

14. Rounding off

The Company is of a kind referred to in ASIC Class Order 98/100 dated 10 July 1998 and in accordance with that Class Order, amounts in the Directors’ Report and consolidated fnancial report have been rounded off to the nearest one million dollars unless otherwise stated.

Directors’ Report (continued)