Corporations Act. Australia

Corporations Act

entities); and

(b) the specific information required by sections 300 and 300A; and

(1AB) In the case of a company limited by guarantee, the report must include:

(a) the general information required by section 300B; and

(b) a copy of the auditor’s declaration under section 307C in relation to the audit or review for the financial year.

(1A) If the financial report for a financial year includes additional information under paragraph 295(3)(c) (information included to give true and fair view of financial position and performance), the directors’ report for the financial year must also:

(a) set out the directors’ reasons for forming the opinion that the inclusion of that additional information was necessary to give the true and fair view required by section 297; and

(b) specify where that additional information can be found in the financial report.

(2) The report must:

(a) be made in accordance with a resolution of the directors; and

(b) specify the date on which the report is made; and

Small proprietary companies

(3) A small proprietary company does not have to comply with subsection (1) for a financial year if:

(a) it is preparing financial statements for that year in response to a shareholder direction under section 293; and

(b) the direction specified that a directors’ report need not be prepared.

Small companies limited by guarantee

(4) A small company limited by guarantee does not have to comply with subsection (1) for a financial year if:

(a) it is preparing the financial statements for that year in response to a member direction under section 294A; and

(b) the direction specified that a directors’ report need not be prepared.

299 Annual directors’ report — general information

General information about operations and activities

(1) The directors’ report for a financial year must:

(a) contain a review of operations during the year of the entity reported on and the results of those operations; and

(b) give details of any significant changes in the entity’s state of affairs during the year; and

(c) state the entity’s principal activities during the year and any significant changes in the nature of those activities during the year; and

(d) give details of any matter or circumstance that has arisen since the end of the year that has significantly affected, or may significantly affect:

(i) the entity’s operations in future financial years; or

(ii) the results of those operations in future financial years; or

(iii) the entity’s state of affairs in future financial years; and

(e) refer to likely developments in the entity’s operations in future financial years and the expected results of those operations; and

(f) if the entity’s operations are subject to any particular and significant environmental regulation under a law of the Commonwealth or of a State or Territory — give details of the entity’s performance in relation to environmental regulation.

(2) The entity reported on is:

(a) the company, registered scheme or disclosing entity (if consolidated financial statements are not required); or

(b) the consolidated entity (if consolidated financial statements are required).

Prejudicial information need not be disclosed

(3) The report may omit material that would otherwise be included under paragraph (1)(e) if it is likely to result in unreasonable prejudice to:

(a) the company, registered scheme or disclosing entity; or

(b) if consolidated financial statements are required — the consolidated entity or any entity (including the company, registered scheme or disclosing entity) that is part of the consolidated entity.

If material is omitted, the report must say so.

299A Annual directors’ report — additional general requirements for listed entities

(1) The directors’ report for a financial year for a company, registered scheme or disclosing entity that is listed must also contain information that members of the listed entity would reasonably require to make an informed assessment of:

(a) the operations of the entity reported on; and

(b) the financial position of the entity reported on; and

(2) The entity reported on is:

(a) the company, registered scheme or disclosing entity that is listed (if consolidated financial statements are not required); or

(b) the consolidated entity (if consolidated financial statements are required).

(3) The report may omit material that would otherwise be included under paragraph (1)(c) if it is likely to result in unreasonable prejudice to:

(a) the company, registered scheme or disclosing entity; or

If material is omitted, the report must say so.

300 Annual directors’ report — specific information

(1) The directors’ report for a financial year must include details of:

(a) dividends or distributions paid to members during the year; and

(b) dividends or distributions recommended or declared for payment to members, but not paid, during the year; and

(c) the name of each person who has been a director of the company, registered scheme or disclosing entity at any time during or since the end of the year and the period for which they were a director; and

(ca) the name of each person who:

(i) is an officer of the company, registered scheme or disclosing entity at any time during the year; and

(ii) was a partner in an audit firm, or a director of an audit company, that is an auditor of the company, disclosing entity or registered scheme for the year; and

(iii) was such a partner or director at a time when the audit firm or the audit company undertook an audit of the company, disclosing entity or registered scheme; and

(d) options that are:

(i) granted over unissued shares or unissued interests during or since the end of the year; and

(ii) granted to any of the directors or any of the 5 most highly remunerated officers of the company (other than the directors); and

(iii) granted to them as part of their remuneration;

(see subsections (3), (4) and (5)); and

(e) unissued shares or interests under option as at the day the report is made (see subsections (3) and (6)); and

(f) shares or interests issued during or since the end of the year as a result of the exercise of an option over

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