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FLEXIGROUP LIMITED FINANCIAL REPORT 2011
Directors and senior management dealings in
Company securities
The Company’s constitution permits Directors to acquire
securities in the Company. However, the Board has adopted
a Share Trading Policy that prohibits Directors, senior
management and staf from dealing in the Company’s
securities at any time whilst in possession of price
sensitive information which is not generally available
to the marketplace.
The following approvals must also be obtained before a
Director or designated person can deal in the Company’s
securities:
Person
Approval required from
Chairman
Chairman of the Audit
& Risk Committee and
Chief Executive Ofcer
Managing Director or
Chief Executive Ofcer
Chairman
Directors (except Chairman) Chairman
Chief Financial Ofcer
or Company Secretary
Chief Executive Ofcer
Direct reports to Chief
Executive Ofcer and
other designated persons
nominated by the Board
Chief Financial Ofcer or
Company Secretary
The share dealing policy also extends to dealing in a fnancial
product which operates to limit the economic risk of a
holding in the Company’s securities. Dealing in those types
of products is not permitted.
The granting of approval to deal in the Company’s securities
is co-ordinated by the Company Secretary who is also
responsible for reporting to the Board all transactions by
Directors, senior managers and designated persons.
In accordance with the provisions of the
Corporations Act
2001
and the ASX Listing Rules, the Company advises the
ASX of any transaction conducted by Directors in securities
in the Company.
The Share Trading Policy is made available to employees
through the Company’s internal compliance and governance
intranet sites and is also included in the ofer of employment
to new employees.
The Share Trading Policy is also on the FlexiGroup website.
External auditors
PricewaterhouseCoopers was appointed as the external
auditor in 2005. It is PricewaterhouseCoopers’ policy to
rotate audit engagement partners on listed companies
at least every fve years. The performance of the external
auditor is reviewed annually. An analysis of fees paid to
the external auditor, including a break down of fees for
the non-audit services, is provided in the notes to the full
fnancial statements. It is the policy of the external auditor
to provide an annual declaration of independence to the
Audit & Risk Committee. The external auditors are required
to attend the Annual General Meeting and be available to
answer shareholder questions about the conduct of the
audit and the preparation and content of the audit report.
Indemnifcation
The constitution of the Company provides an indemnity
(to the maximum extent permitted by law) in favour of
current and past Directors, Company Secretaries, and all
other past and present executive ofcers when acting in
their capacities in respect of:
(a) all liabilities to another person (other than the Company
or related entities) if the relevant ofcers have acted in
good faith, and
(b) the costs and expenses of successfully defending legal
proceedings
Under Deeds of Access and Indemnity, the Company
has agreed to indemnify each current Director and each
Company Secretary for all liabilities that may arise as a
result of the Directors or Company Secretary acting in
that capacity to the full extent permitted by law. The deed
stipulates that the Company will meet the full amount of
any such liabilities including legal costs.