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Significant changes to the state of affairs

On 23 August 2007, the AMP Board announced that it had
agreed that Andrew Mohl would leave AMP at the end of his
contract on 31 December 2007, following more than fi ve years
as CEO. In September, the Board appointed Craig Dunn to take
over as CEO from 1 January 2008.

On 11 December 2007, AMP announced the sale of its closed
reinsurance and general insurance operations, Cobalt/Gordian,
to Enstar Group Limited for $585 million. See Note 21 of the
Financial Report for further details.

Details of capital changes during 2007 are set out earlier in
this report.

There have been no other significant changes in the state of
affairs during this fi nancial year.

Events occurring after the reporting date

Dividends

On 14 February 2008, AMP proposed a final dividend on ordinary
shares. Details of the proposed final dividend and dividends paid
and declared during the financial year are disclosed in Note 16
of the Financial Report.

As at the date of this report, the directors are not aware of any
matter or circumstance that has arisen since the end of the
year that has significantly affected or may signifi cantly affect
the operations of the consolidated entity, the results of its
operations or its state of affairs, which is not already refl ected
in this report.

Likely developments

In the opinion of the directors, disclosure of further information
about likely developments in AMP’s businesses is commercially
sensitive and would likely be detrimental and result in
unreasonable prejudice to the company.

The environment

AMP’s environmental policy guides improvements in direct
environmental impacts by reducing our use of energy, water,
paper and other materials. It also outlines environmental
considerations in our purchasing decisions and product design.

During 2007, initiatives to reduce the direct environmental
impact of AMP’s operations included the expansion of a
recycling system and implementation of water saving initiatives.

As an investor, AMP believes that engagement with
companies on environmental issues is an effective way
to influence management practices for the benefi t of
customers and the environment. During 2007, AMP Capital
Investors was a signatory to the Carbon Disclosure Project
(www.cdproject.net) and an active participant in the Investor
Group on Climate Change (www.igcc.org.au). AMP Capital
Investors is also a signatory to the United Nations Principles
of Responsible Investment.

In the normal course of its business operations, AMP is subject
to a range of environmental regulations, of which there have
been no material breaches during the year.

The environment policy is available on AMP’s website:
www.amp.com.au

Remuneration disclosures

The remuneration arrangements for AMP directors and senior
executives are outlined in the remuneration report which forms
part of the directors’ report for the year ended 31 December
2007. The remuneration report meets the remuneration
disclosure requirements of both the Corporations Act 2001
and AASB 124 Related Party Disclosures.

Directors’ and senior executives’ interests in AMP Limited shares
are also set out in the remuneration report.

Non-audit services

The Audit Committee has reviewed details of the amounts paid
or payable for non-audit services provided to the AMP group of
companies during the year ended 31 December 2007, by the
Company’s auditor, Ernst & Young.

The Committee is satisfied that the provision of those non-audit
services by the auditor is compatible with the general standard of
independence for auditors imposed by the Corporations Act and
did not compromise the auditor independence requirements of
the Corporations Act for the following reasons:

–
All non-audit assignments were approved in accordance with
the process set out in the AMP Charter of Audit Independence.
–
No non-audit assignments were carried out which
were specifically excluded by the AMP Charter of Audit
Independence.
–
The level of fees for non-audit services amounted to
$1,482,000 or 14 per cent of total audit fees.
(Refer to Note 33 of the Financial Report for further details.)
Auditor’s independence declaration to the directors of
AMP Limited

The directors have obtained an independence declaration from
our auditor, Ernst & Young, a copy of which is attached to this
report and forms part of the directors’ report for the year ended
31 December 2007.

Indemnification and insurance of directors and offi cers

Under its Constitution, the company indemnifies, to the extent
permitted by law, all officers of the company (including the
directors) against any liability (including the costs and expenses
of defending actions for an actual or alleged liability) incurred
in their capacity as an officer of the company.

This indemnity is not extended to current or former employees
of the AMP group against liability incurred in their capacity as an
employee, unless approved by the board. No such indemnities
have been provided during or since the end of the fi nancial year.

During the financial year, the company agreed to insure all of the
officers (including all directors) of the AMP group against certain
liabilities as permitted by the Corporations Act. The insurance
policy prohibits disclosure of the nature of the cover, the amount
of the premium, the limit of liability and other terms.

In addition, the company and each of the directors are parties
to Deeds of Indemnity and Access, as approved by the board.
Those Deeds of Indemnity and Access provide that:

–
the directors will have access to the books of the company
for their period of office and for seven years after they cease
to hold offi ce
–
the company indemnifies the directors to the extent permitted
by law
–
the indemnity covers liabilities incurred by the directors in
their capacity as officers of the company and of other AMP
group companies, and
–
the company will maintain directors’ and offi cers’ insurance
cover for the directors to the extent permitted by law for the
period of their office and for seven years after they cease to
hold offi ce.
Rounding

In accordance with the Australian Securities and Investments
Commission Class Order 98/100, amounts in this directors’ report
and the accompanying Financial Report have been rounded off to

the nearest million Australian dollars, unless stated otherwise.

 

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