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DIRECTORS’ REPORT (CONT.)

Loans to directors and executives Indemnity and insurance of auditor

As at 30 June 2015, there were no outstanding loans made                 The Company has not, during or since the end of the
to directors of Specialty Fashion Group Limited and other                financial year, indemnified or agreed to indemnify the
key management personnel of the consolidated entity,                     auditor of the Company or any related entity against a
including their personally related parties (2014: nil).                  liability incurred by the auditor.

Shares under performance rights                                          During the financial year, the Company has not paid a
                                                                         premium in respect of a contract to insure the auditor of
Unissued ordinary shares of Specialty Fashion Group                      the Company or any related entity.
Limited under performance rights at the date of this
report are as follows:                                                   Proceedings on behalf of the
                                                                         Company
Grant date  Expiry date                Number
                                  under rights                           No person has applied to the Court under section
19 February 2013 30 August 2015                                          237 of the Corporations Act 2001 for leave to bring
17 September 2013 30 August 2016     2,800,000                           proceedings on behalf of the Company, or to intervene
31 October 2013 30 August 2016                                           in any proceedings to which the Company is a party for
21 January 2014 30 August 2016          600,000                          the purpose of taking responsibility on behalf of the
                                                                         Company for all or part of those proceedings.
                                        200,000
                                                                         Non-audit services
                                        200,000

                                                              3,800,000  Details of the amounts paid or payable to the auditor
                                                                         for non-audit services provided during the financial year
No person entitled to exercise the performance rights                    by the auditor are outlined in note 32 to the financial
had or has any right by virtue of the performance right to               statements.
participate in any share issue of the Company or of any
other body corporate.                                                    The directors are satisfied that the provision of non-
                                                                         audit services during the financial year, by the auditor
Shares issued on the exercise of                                         (or by another person or firm on the auditor’s behalf), is
performance rights                                                       compatible with the general standard of independence
                                                                         for auditors imposed by the Corporations Act 2001.
There were no ordinary shares of Specialty Fashion Group
Limited issued on the exercise of performance rights                     The directors are of the opinion that the services as
during the year ended 30 June 2015 and up to the date                    disclosed in note 32 to the financial statements do
of this report.                                                          not compromise the external auditor’s independence
                                                                         requirements of the Corporations Act 2001 for the
Indemnity and insurance of officers                                      following reasons:

The Company has indemnified the directors and                            •	 all non-audit services have been reviewed and
executives of the Company for costs incurred, in their                        approved to ensure that they do not impact the
capacity as a director or executive, for which they may                       integrity and objectivity of the auditor; and
be held personally liable, except where there is a lack of
good faith.                                                              •	 none of the services undermine the general principles
                                                                              relating to auditor independence as set out in APES
During the financial year, the Company paid a premium in                      110 Code of Ethics for Professional Accountants issued
respect of a contract to insure the directors and executives                  by the Accounting Professional and Ethical Standards
of the Company against a liability to the extent permitted                    Board, including reviewing or auditing the auditor’s
by the Corporations Act 2001. The contract of insurance                       own work, acting in a management or decision-
prohibits disclosure of the nature of liability and the                       making capacity for the Company, acting as advocate
amount of the premium.                                                        for the Company or jointly sharing economic risks and
                                                                              rewards.

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