AS AT 30 JUNE 2011
38
Shares under options, performance rights and
deferred shares
As at the date of this report, there were 17,455,888 unissued
ordinary shares of FlexiGroup Limited subject to options
or performance rights. Of those unissued ordinary shares,
9,684,842 are subject to option with expiry dates between
31 December 2011 and 31 December 2016 and exercise prices
between $1.57 – $2.91, with a weighted average exercise
price of $2.11. The remaining 7,771,046 unissued ordinary
shares are the subject of performance rights with expiry
dates between 31 December 2012 and 31 December 2016.
Options granted over 7,046,753 shares by former
shareholders of Flexirent Holdings Pty Limited in favour
of John DeLano of the Company are not included in this
calculation as the shares have already been issued.
At the date of this report, there are also 11,912,000 deferred
shares which are held by the FlexiGroup Tax Deferred
Employee Share Plan (note 37 (b) for further information).
No option holder has any right under the option to
participate in any other share issues of the Company or
any other entity.
Directors’ indemnifcation
During the year ended 30 June 2011, the Company paid
insurance premiums in respect of a Directors’ and Ofcers’
Liability insurance contract. Disclosure of the total amount
of the premium and the nature of the liabilities in respect
of such insurance is prohibited by the policy.
Indemnity of auditors
The Company has indemnifed its auditors against any
liability (including legal costs) that the auditors incur in
connection with any claim by a third party arising from
the Company’s breach of its agreement with its auditors.
Proceedings on behalf of the Company
No person has applied for leave of Court to bring
proceedings on behalf of the Company or intervene in
any proceedings to which the Company is a party for the
purpose of taking responsibility on behalf of the Company
for all or any part or those proceedings. The Company
was not a party to any such proceedings during the year.
No proceedings have been brought or intervened in on
behalf of the Company with leave of the Court under
section 237 of the
Corporations Act 2001
.
Non-audit services
The Company may decide to employ the auditor on
assignments additional to their statutory audit duties where
the auditor’s expertise and experience with the Company
and/or the Group are important.
Details of the amounts paid or payable to the auditor
(PricewaterhouseCoopers) for audit and non-audit services
provided during the year are set out in note 34 (b) of the
fnancial statements.
The Board of Directors has considered the position and,
in accordance with advice received from the Audit & Risk
Committee, is satisfed that the provision of the non-audit
services is compatible with the general standard of
independence for auditors imposed by the
Corporations
Act 2001
. The Directors are satisfed that the provisions of
non-audit services by the auditor, as set out below, did not
compromise the auditor independence requirement of the
Corporations Act 2001
for the following reasons:
• all non-audit services have been reviewed by the Audit
& Risk Committee to ensure they do not impact the
impartiality and objectivity of the auditor
• none of the services undermine the general principle
relating to auditor independence as set out in APES 110
Code of Ethics for Professional Accountants.
Declaration of interests
Other than as disclosed in the fnancial statements, no
Director of the Company has received or become entitled
to receive a beneft other than remuneration by reason of
a contract made by the Company or a related corporation
with a Director or with a frm of which he is a member, or
with a Company in which he has a substantial fnancial
interest except that Flexirent Capital Pty Limited has rented
premises in Melbourne owned by a company associated with
Mr A Abercrombie. The lease is on standard market terms.
Rounding of amounts
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 of” of amounts in the
Directors’ Report. Amounts in the Directors’ Report have been
rounded of in accordance with that Class Order to the nearest
thousand dollars, or in certain cases, to the nearest dollar.
Auditor’s independence declaration
A copy of the auditor’s independence declaration as
required under section 307C of the
Corporations Act 2001
is set out on page 39 and forms part of this report.
Auditor
PricewaterhouseCoopers continues in ofce in accordance
with section 327 of the
Corporations Act 2001
.
This report is made in accordance with a resolution
of Directors.
Margaret Jackson
Chairman
Sydney
5 August 2011
Directors’ Report (continued)