Indemnity insurance
Deeds of indemnity and insurance
The constitution of Caltex Australia Limited provides that, to the extent permitted by law and subject to the restrictions in section 199A and 199B of the Corporations Act 2001 (Cth), Caltex Australia Limited indemnifies every person who is or has been a director or secretary of Caltex Australia Limited or who is or has been appointed a director or secretary of a subsidiary of Caltex Australia Limited at the request of the directors of Caltex Australia Limited against:
During the year ended 31 December 2007, Caltex Australia Limited resolved to enter into a deed of access, indemnity and insurance with Greig Gailey. Deeds of access, indemnity and insurance have previously been entered into by Caltex Australia Limited with other current directors and secretaries, and with former directors and secretaries, under which similar indemnity provisions and insurance obligations apply.
Under the deeds, Caltex Australia Limited has agreed to indemnify the officers (to the extent permitted by law and subject to the prohibitions in section 199A of the Corporations Act 2001 (Cth) against:
Caltex Australia Limited also effects, maintains and pays the premium on an insurance policy covering directors and officers of Caltex Australia Limited and other companies in the Caltex Australia group. This policy must not seek to insure against liabilities (other than for legal costs) arising out of:
Under the terms of the deed of indemnity and insurance, Caltex Australia has an obligation to effect and maintain and pay the premium on a policy for a period of seven years after the officer leaves office.
Contract of insurance
Caltex Australia Limited has paid a premium in respect of a contract insuring the directors and officers of Caltex Australia Limited against liabilities.
The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability insurance, as such disclosure is prohibited under the terms of the contract.
Deeds of indemnity and insurance
The constitution of Caltex Australia Limited provides that, to the extent permitted by law and subject to the restrictions in section 199A and 199B of the Corporations Act 2001 (Cth), Caltex Australia Limited indemnifies every person who is or has been a director or secretary of Caltex Australia Limited or who is or has been appointed a director or secretary of a subsidiary of Caltex Australia Limited at the request of the directors of Caltex Australia Limited against:
- any liability (other than a liability for legal costs) incurred by that person as a director or secretary of Caltex Australia Limited or a subsidiary of Caltex Australia Limited; and
- reasonable legal costs incurred in defending an action for a liability or alleged liability incurred by that person as a director or secretary of Caltex Australia Limited or a subsidiary of Caltex Australia Limited.
During the year ended 31 December 2007, Caltex Australia Limited resolved to enter into a deed of access, indemnity and insurance with Greig Gailey. Deeds of access, indemnity and insurance have previously been entered into by Caltex Australia Limited with other current directors and secretaries, and with former directors and secretaries, under which similar indemnity provisions and insurance obligations apply.
Under the deeds, Caltex Australia Limited has agreed to indemnify the officers (to the extent permitted by law and subject to the prohibitions in section 199A of the Corporations Act 2001 (Cth) against:
- liabilities incurred as an officer of Caltex Australia Limited or a company in the Caltex Australia group, except for those incurred in relation to legal costs of a kind referred to in the next paragraph; and
- legal costs reasonably incurred in defending an action for a liability incurred or alleged incurred, and preparing for, attending or appearing in administrative proceedings or an investigation or inquiry by an regulatory authority or external administrator in relation to any act, as an officer of Caltex Australia Limited or a company in the Caltex Australia group.
Caltex Australia Limited also effects, maintains and pays the premium on an insurance policy covering directors and officers of Caltex Australia Limited and other companies in the Caltex Australia group. This policy must not seek to insure against liabilities (other than for legal costs) arising out of:
- conduct involving a wilful breach of duty in relation to Caltex Australia Limited or a company in the Caltex Australia group; or
- a contravention of sections 182 or 183 of the Corporations Act 2001 (Cth).
Under the terms of the deed of indemnity and insurance, Caltex Australia has an obligation to effect and maintain and pay the premium on a policy for a period of seven years after the officer leaves office.
Contract of insurance
Caltex Australia Limited has paid a premium in respect of a contract insuring the directors and officers of Caltex Australia Limited against liabilities.
The directors have not included details of the nature of the liabilities covered or the amount of the premium paid in respect of the directors’ and officers’ liability insurance, as such disclosure is prohibited under the terms of the contract.