McConnell Dowell 2018 Annual Review

4 Directors’ Report Directors and Company Secretary The following persons were Directors of McConnell Dowell Corporation Limited during the financial year and up to the date of this report: Directors S.V. Cummins, E.K. Diack, D.J. Morrison, I Luck, A.H. Macartney, C.D. Lock (appointed 1 September 2017), S.J. Flanagan (appointed 6 December 2017) Resignations: W.J.N. Hearst (resigned 31 January 2018) M.I. Seedat (resigned 24 November 2017) H.J. Verster (resigned 22 September 2017) Company Secretary D.J. Morrison Principal activities The principal activity of the consolidated entity is infrastructure construction. There were no significant changes in the principal activities of the consolidated entity during the year. Consolidated result The consolidated result for the year attributable to the members of McConnell Dowell Corporation Limited was a profit after tax of $7.98 million on total group revenue of $1,170 million. The FY18 financial performance represents a successful return to profits, improved operational performance, revenue growth and positive cash generation. The company has resolved the majority of its open legacy project positions during the year, the largest of which was the arbitration decision for the QCLNG Pipeline project which generated a large loss that was reflected within the 2017 financial result. Dividends No dividend (2017 – nil) was declared or paid during the year ended 30 June 2018 to the parent company shareholder. Significant changes in the state of affairs There were no significant changes in the state of affairs of the consolidated entity other than that referred to in the financial statements and notes following. Indemnification and insurance of directors and officers McConnell Dowell Corporation Limited, to the extent permitted by law, indemnify each Director and Company Secretary of the entity and its subsidiaries against liability incurred in the performance of their roles as officers. The directors listed above, individuals who act as Director or Company Secretary of the Company’s subsidiaries and certain individuals who formerly held any of these roles also have the benefit of the indemnity. During the financial year the company paid an insurance premium insuring officers of the consolidated entity for costs and expenses that may be incurred in defending civil or criminal proceedings that may be brought against the officers in their capacity as officers of the company or a related body corporate. The officers of the consolidated entity covered by the insurance policy included the directors listed in this report and all other executive officers and other officers of the consolidated entity. The contract of insurance prohibits disclosure of the amount of the premium. Indemnification of auditors To the extent permitted by law, the Company has agreed to indemnify its auditors, Ernst & Young Australia, as part of the terms of its audit engagement agreement against claims by third parties arising from the audit (for an unspecified amount). No payment has been made to indemnify Ernst & Young Australia during or since the financial year. Safety and environmental regulations The consolidated entity is committed to the highest standard of environmental and workplace safety performance. The Executive Committee (Exco) has the specific charter to monitor the consolidated entities’ performance in respect to its policies and procedures to ensure its obligations are met. The consolidated entity is subject to various environmental and safety regulations under either Commonwealth, State or other international legislation. The Board believes the consolidated entity has adequate systems in place for the management of its environmental and safety policies and is not aware of any breach of these requirements as they apply to the consolidated entity. The Directors present their report on the consolidated entity consisting of McConnell Dowell Corporation Limited (the Company) and its controlled entities for the year ended 30 June 2018.