Corporations Act 2001

CHAPTER 2M - FINANCIAL REPORTS, SUSTAINABILITY REPORTS AND AUDIT  

PART 2M.3 - FINANCIAL AND SUSTAINABILITY REPORTING  

Division 1 - Annual financial reports, sustainability reports and directors ' reports  

Note: This Division applies to retail CCIVs with modifications: see Subdivision C of Division 4 of Part 8B.4 .

SECTION 292   WHO HAS TO PREPARE ANNUAL FINANCIAL REPORTS AND DIRECTORS ' REPORTS  

292(1)    
A financial report and a directors ' report must be prepared for each financial year by:

(a)    all disclosing entities; and

(b)    all public companies; and

(c)    all large proprietary companies; and

(d)    all registered schemes; and

(e)    

all registrable superannuation entities.

Note 1: This Chapter only applies to disclosing entities incorporated or formed in Australia (see subsection 285(2) ).

Note 2: Section 1232C extends this section to preparing annual financial reports and directors ' reports for sub-funds of retail CCIVs, and applies this Division accordingly.

Small proprietary companies.

292(2)    
A small proprietary company has to prepare the financial report and directors ' report only if:

(a)    it is directed to do so under section 293 or 294 ; or

(b)    it was controlled by a foreign company for all or part of the year and it is not consolidated for that period in financial statements for that year lodged with ASIC by:

(i) a registered foreign company; or

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

(c)    

it has one or more CSF shareholders at any time during the financial year.

The rest of this Part does not apply to any other small proprietary company.

Small companies limited by guarantee.

292(3)    

Despite subsection (1) , a small company limited by guarantee has to prepare the financial report and directors ' report only if it is directed to do sounder section 294A or 294B . The rest of this Part does not apply to any other small company limited by guarantee.

Registrable superannuation entities

292(4)    

The regulations may provide that a financial report prepared by a registrable superannuation entity must comply with prescribed requirements.

292(5)    

The regulations may provide that a directors ' report prepared by a registrable superannuation entity must comply with prescribed requirements.

SECTION 292A   WHO HAS TO PREPARE ANNUAL SUSTAINABILITY REPORTS  

292A(1)    
Subject to subsection (2) , an entity must prepare a sustainability report for a financial year if:

(a)    the entity must prepare a financial report for the financial year under this Chapter; and

(b)    subsection (3) , (5) or (6) of this section applies to the entity for the financial year.

Note: For financial years commencing before 1 July 2027, only certain entities are required to prepare a sustainability report: see Part 10.77 .

292A(2)    
Despite subsection (1) , if:

(a)    the accounting standards require an entity (the parent ) to prepare financial statements in relation to a consolidated entity for the financial year; and

(b)    the parent elects to prepare a sustainability report for the consolidated entity for the financial year;

then:

(c)    the parent is the only entity in the consolidated entity that must prepare a sustainability report for the financial year; and

(d)    the sustainability report must be prepared as if the consolidated entity is a single entity.

Thresholds for sustainability reports

292A(3)    
This subsection applies to an entity for a financial year if it satisfies at least 2 of the following paragraphs:

(a)    the consolidated revenue for the financial year of the entity and the entities it controls (if any) is the following amount or more:

(i) the amount prescribed by regulations made for the purposes of paragraph 45A(2)(a) ;

(ii) if no amount is prescribed - $50 million;

(b)    the value of the consolidated gross assets at the end of the financial year of the entity and the entities it controls (if any) is the following amount or more:

(i) the amount prescribed by regulations made for the purposes of paragraph 45A(2)(b) ;

(ii) if no amount is prescribed - $25 million;

(c)    the entity and the entities it controls (if any) have the following number of employees or more at the end of the financial year:

(i) the number prescribed by regulations made for the purposes of paragraph 45A(2)(c) ;

(ii) if no number is prescribed - 100.

292A(4)    
In counting employees for the purposes of subsection (3) , take part-time employees into account as an appropriate fraction of a full-time equivalent.

292A(5)    
This subsection applies to an entity for a financial year if it is:

(a)    a registered corporation under the National Greenhouse and Energy Reporting Act 2007 at the end of the financial year; or

(b)    required to make an application to be registered under subsection 12(1) of that Act in relation to the financial year.

292A(6)    
This subsection applies to an entity for a financial year if:

(a)    the entity is a registered scheme, registrable superannuation entity or retail CCIV; and

(b)    the value of assets at the end of the financial year of the entity and the entities it controls (if any) is the following amount or more:

(i) the amount prescribed by regulations made for the purposes of this subparagraph;

(ii) if no amount is prescribed - $5 billion.

Matters worked out in accordance with standards

292A(7)    
For the purposes of this section:

(a)    the question whether an entity controls another entity is to be decided in accordance with accounting standards made for the purposes of paragraph 295(2)(b) ; and

(b)    consolidated revenue, the value of consolidated gross assets and the value of assets are to be calculated in accordance with accounting standards in force at the relevant time;

(even if the standards do not otherwise apply to the financial year of some or all of the entities concerned).

SECTION 293   SMALL PROPRIETARY COMPANY - SHAREHOLDER DIRECTION  

293(1)    
Shareholders with at least 5% of the votes in a small proprietary company may give the company a direction to:

(a)    prepare a financial report and directors ' report for a financial year; and

(b)    send them to all shareholders.

293(2)    
The direction must be:

(a)    signed by the shareholders giving the direction; and

(b)    made no later than 12 months after the end of the financial year concerned.

293(3)    
The direction may specify all or any of the following:

(a)    that the financial report does not have to comply with some or all of the accounting standards;

(b)    that a directors ' report or a part of that report need not be prepared;

(c)    that the financial report is to be audited.

SECTION 294   SMALL PROPRIETARY COMPANY - ASIC DIRECTION  

294(1)    
ASIC may give a small proprietary company a direction to comply with requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year.

294(1A)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

294(2)    
The direction may be general or may specify the particular requirements that the company is to comply with.

294(3)    
The direction must specify the date by which the documents have to be prepared, sent or lodged. The date must be a reasonable one in view of the nature of the direction.

294(4)    
The direction must:

(a)    be made in writing; and

(b)    specify the financial year concerned; and

(c)    be made no later than 6 years after the end of that financial year.

SECTION 294A   SMALL COMPANY LIMITED BY GUARANTEE - MEMBER DIRECTION  

294A(1)    
Members with at least 5% of the votes in a small company limited by guarantee may give the company a direction to:

(a)    prepare a financial report and directors ' report for a financial year; and

(b)    send them to members who have elected to receive them under section 316A .

294A(2)    
The direction must be:

(a)    signed by the members giving the direction; and

(b)    made no later than 12 months after the end of the financial year concerned.

294A(3)    
The direction may specify all or any of the following:

(a)    that the financial report does not have to comply with some or all of the accounting standards;

(b)    that a directors ' report or a part of that report need not be prepared;

(c)    that the financial report is to be audited or reviewed.

SECTION 294B   SMALL COMPANY LIMITED BY GUARANTEE - ASIC DIRECTION  

294B(1)    
ASIC may give a small company limited by guarantee a direction to comply with the requirements of this Division and Divisions 3, 4, 5 and 6 for a financial year.

294B(2)    
An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

294B(3)    
The direction may be general or may specify the particular requirements that the company is to comply with.

294B(4)    
The direction must specify the date by which the documents have to be prepared, sent or lodged. The date must be a reasonable one in view of the nature of the direction.

294B(5)    
The direction must:

(a)    be made in writing; and

(b)    specify the financial year concerned; and

(c)    be made no later than 6 years after the end of that financial year.

294B(6)    
A direction given under subsection (1) is not a legislative instrument.

SECTION 295   CONTENTS OF ANNUAL FINANCIAL REPORT  
Basic contents

295(1)    
The financial report for a financial year consists of:

(a)    the financial statements for the year; and

(b)    the notes to the financial statements; and

(ba)    

for a public company - the consolidated entity disclosure statement required by subsection (3A) ; and

(c)    the directors ' declaration about the statements and notes.

Financial statements

295(2)    

The financial statements for the year are:

(a)    unless paragraph (b) applies - the financial statements in relation to the company, registered scheme, registrable superannuation entity or disclosing entity required by the accounting standards; or

(b)    if the accounting standards require the company, registered scheme, registrable superannuation entity or disclosing entity to prepare financial statements in relation to a consolidated entity - the financial statements in relation to the consolidated entity required by the accounting standards.

Notes to financial statements

295(3)    
The notes to the financial statements are:

(a)    disclosures required by the regulations; and

(b)    notes required by the accounting standards; and

(c)    any other information necessary to give a true and fair view (see section 297 ).

Consolidated entity disclosure statement

295(3A)    

The consolidated entity disclosure statement for a public company ' s financial report for a financial year is:

(a)    if the accounting standards require the public company to prepare financial statements in relation to a consolidated entity - a statement that includes the following information for each entity that was, at the end of the financial year, part of the consolidated entity:

(i) the entity ' s name (if any) at that time;

(ii) whether, at that time, the entity was a body corporate, partnership, or trust;

(iii) whether, at that time, the entity was a trustee of a trust within the consolidated entity, a partner in a partnership within the consolidated entity, or a participant in a joint venture within the consolidated entity;

(iv) if the entity is a body corporate - the place at which the entity was incorporated or formed;

(v) if the entity is a body corporate with a share capital - the percentage of the entity ' s issued share capital (excluding any part that carries no right to participate beyond a specified amount in a distribution of either profits or capital) that was held, directly or indirectly, by the public company at that time;

(vi) whether, at that time, the entity was an Australian resident (within the meaning of the Income Tax Assessment Act 1997 ) or a foreign resident (within the meaning of that Act);

(vii) if the entity was a foreign resident as described in subparagraph (vi) - a list of each foreign jurisdiction in which the entity was, at that time, a resident for the purposes of the law of the foreign jurisdiction relating to foreign income tax (within the meaning of that Act); or

(b)    if paragraph (a) does not apply - a statement to that effect.

Directors ' declaration

295(4)    
The directors ' declaration is a declaration by the directors:

(a) (Repealed)

(b) (Repealed)

(c)    

whether, in the directors ' opinion, there are reasonable grounds to believe that the company, registered scheme, registrable superannuation entity or disclosing entity will be able to pay its debts as and when they become due and payable; and

(ca)    

if the company, registered scheme, registrable superannuation entity or disclosing entity has included in the notes to the financial statements, in compliance with the accounting standards, an explicit and unreserved statement of compliance with international financial reporting standards - that this statement has been included in the notes to the financial statements; and

(d)    whether, in the directors ' opinion, the financial statement and notes are in accordance with this Act, including:

(i) section 296 (compliance with accounting standards); and

(ii) section 297 (true and fair view); and

(da)    

whether, in the directors ' opinion, the consolidated entity disclosure statement required by subsection (3A) is true and correct; and

(e)    

if the company, disclosing entity or registered scheme is listed - that the directors have been given the declarations required by section 295A .

Note: See paragraph 285(3)(c) for the reference to the debts of a registered scheme.

295(5)    
The declaration must:

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

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

(c)    be signed by a director.

Note: Section 1228 deals with directors ' resolutions for CCIVs.

SECTION 295A   DECLARATION IN RELATION TO LISTED ENTITY ' S FINANCIAL STATEMENTS BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER  

295A(1)    
If the company, disclosing entity or registered scheme is listed, the directors ' declaration under subsection 295(4) must be made only after each person who performs:

(a)    a chief executive function; or

(b)    a chief financial officer function;

in relation to the company, disclosing entity or registered scheme has given the directors a declaration under subsection (2) of this section.

295A(2)    
The declaration is a declaration whether, in the person ' s opinion:

(a)    the financial records of the company, disclosing entity or registered scheme for the financial year have been properly maintained in accordance with section 286 ; and

(b)    the financial statements, and the notes referred to in paragraph 295(3)(b) , for the financial year comply with the accounting standards; and

(c)    the financial statements and notes for the financial year give a true and fair view (see section 297 ); and

(ca)    

the consolidated entity disclosure statement required by subsection 295(3A) is true and correct; and

(d)    any other matters that are prescribed by the regulations for the purposes of this paragraph in relation to the financial statements and the notes for the financial year are satisfied.

295A(3)    
The declaration must:

(a)    be made in writing; and

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

(c)    specify the capacity in which the person is making the declaration; and

(d)    be signed by the person making the declaration.

A person who performs both a chief executive function and a chief financial officer function may make a single declaration in both capacities.

295A(4)    
A person performs a chief executive function in relation to the company, disclosing entity or registered scheme if the person is the person who is primarily and directly responsible to the directors for the general and overall management of the company, disclosing entity or registered scheme.

295A(5)    
If there is no one person who performs a chief executive function in relation to the company, disclosing entity or registered scheme under subsection (4) , a person performs a chief executive function in relation to the company, disclosing entity or registered scheme if the person is one of a number of people who together are primarily and directly responsible to the directors for the general and overall management of the company, disclosing entity or registered scheme.

295A(6)    
A person performs a chief financial officer function in relation to the company, disclosing entity or registered scheme if that person is the person who is:

(a)    primarily responsible for financial matters in relation to the company, disclosing entity or registered scheme; and

(b)    directly responsible for those matters to either:

(i) the directors; or

(ii) the person or persons who perform the chief executive function in relation to the company.

295A(7)    
If there is no one person who performs a chief financial officer function in relation to the company, disclosing entity or registered scheme under subsection (6) , a person performs a chief financial officer function in relation to the company, disclosing entity or registered scheme if the person is one of a number of people who together are:

(a)    primarily responsible for financial matters in relation to the company, disclosing entity or registered scheme; and

(b)    directly responsible for those matters to either:

(i) the directors; or

(ii) the person or persons who perform the chief executive function in relation to the company.

295A(8)    
Nothing in this section derogates from the responsibility that a director has for ensuring that financial statements comply with this Act.

SECTION 296   COMPLIANCE WITH ACCOUNTING STANDARDS AND REGULATIONS  

296(1)    

The financial report for a financial year must comply with the accounting standards.

Small proprietary companies

296(1A)    

Despite subsection (1), the financial report of a small proprietary company does not have to comply with particular accounting standards if:

(a) the report is prepared in response to a shareholder direction under section 293 ; and

(b) the direction specifies that the report does not have to comply with those standards; and

(c) paragraph 292(2)(c) (about having CSF shareholders) does not apply to the company for the financial year.

Small companies limited by guarantee

296(1B)    

Despite subsection (1), the financial report of a small company limited by guarantee does not have to comply with particular accounting standards if:

(a) the report is prepared in response to a member direction under section 294A ; and

(b) the direction specifies that the report does not have to comply with those standards.

Further requirements

296(2)    
The financial report must comply with any further requirements in the regulations.

SECTION 296A   CONTENTS OF ANNUAL SUSTAINABILITY REPORT  

Basic contents

296A(1)    
The sustainability report for a financial year consists of:

(a)    the climate statements for the year; and

(b)    any notes to the climate statements; and

(c)    any statements requiredunder subsection (5) ; and

(d)    any notes to the statements mentioned in paragraph (1)(c) required under subsection (5) ; and

(e)    the directors ' declaration about the statements and the notes.

Climate statements

296A(2)    
Subject to section 296B , the climate statements for the year are the climate statements in relation to the entity required by sustainability standards made for the purposes of this subsection.

Notes to climate statements

296A(3)    
A sustainability report must include the following notes to the climate statements:

(a)    any disclosures required under subsection (4) ;

(b)    any notes, required by sustainability standards made for the purposes of this paragraph, in relation to:

(i) the preparation of the climate statements; or

(ii) anything included in the climate statements; or

(iii) other matters concerning environmental sustainability;

(c)    notes containing any other information necessary to ensure that the climate statements and notes together make the disclosures required by section 296D .

296A(4)    
The Minister may, by legislative instrument, require a sustainability report to include specified disclosures in relation to:

(a)    the preparation of the climate statements; or

(b)    anything included in the climate statements.

Other statements and notes

296A(5)    
For the purposes of paragraphs (1)(c) and (d) , the Minister may, by legislative instrument, require a sustainability report to include:

(a)    statements relating to financial matters concerning environmental sustainability; and

(b)    notes to the statements.

Directors ' declaration

296A(6)    
The directors ' declaration is a declaration by the directors as to whether, in the directors ' opinion, the substantive provisions of the sustainability report are in accordance with this Act, including:

(a)    section 296C (compliance with sustainability standards etc.); and

(b)    section 296D (climate statement disclosures).

296A(7)    
The declaration must:

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

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

(c)    be signed by a director.

Note: Section 1228 deals with directors ' resolutions for CCIVs.

SECTION 296B   CONTENTS OF CLIMATE STATEMENTS - STATEMENT ABOUT THERE BEING NO FINANCIAL RISKS OR OPPORTUNITIES RELATING TO CLIMATE  

296B(1)    
Despite subsection 296A(2) , if, for a financial year:

(a)    there are none of the following for the entity:

(i) material financial risks relating to climate;

(ii) material financial opportunities relating to climate; and

(b)    none of subsections (2) , (4) and (5) of this section apply to the entity;

the climate statements for the year are:

(c)    a statement of the circumstance mentioned in paragraph (a) of this subsection; and

(d)    a statement explaining how paragraph (a) of this subsection applies to the entity for the financial year.

Entities to which subsection (1) does not apply

296B(2)    
This subsection applies to an entity for a financial year if it satisfies at least 2 of the following paragraphs:

(a)    the consolidated revenue for the financial year of the entity and the entities it controls (if any) is $200 million or more;

(b)    the value of the consolidated gross assets at the end of the financial year of the entity and the entities it controls (if any) is $500 million or more;

(c)    the entity and the entities it controls (if any) have 250 or more employees at the end of the financial year.

296B(3)    
In counting employees for the purposes of subsection (2) , take part-time employees into account as an appropriate fraction of a full-time equivalent.

296B(4)    
This subsection applies to an entity for a financial year if it is:

(a)    a registered corporation under the National Greenhouse and Energy Reporting Act 2007 at the end of the financial year; or

(b)    required to make an application to be registered under subsection 12(1) of that Act in relation to the financial year.

296B(5)    
This subsection applies to an entity for a financial year if:

(a)    the entity is a registered scheme, registrable superannuation entity or retail CCIV; and

(b)    the value of assets at the end of the financial year of the entity and the entities it controls (if any) is $5 billion or more.

296B(6)    
For the purposes of this section, the question of whether there are any of the following for an entity is to be worked out in accordance with sustainability standards made for the purposes of this subsection:

(a)    a material financial risk relating to climate;

(b)    a material financial opportunity.

296B(7)    
For the purposes of this section:

(a)    the question whether an entity controls another entity is to be decided in accordance with accounting standards made for the purposes of paragraph 295(2)(b) ; and

(b)    consolidated revenue, the value of consolidated gross assets and the value of assets are to be calculated in accordance with accounting standards in force at the relevant time;

(even if the standards do not otherwise apply to the financial year of some or all of the entities concerned).

SECTION 296C   COMPLIANCE WITH SUSTAINABILITY STANDARDS ETC.  

296C(1)    
The substantive provisions of the sustainability report must comply with:

(a)    sustainability standards made for the purposes of this paragraph; and

(b)    any further requirements determined under subsection (2) of this section.

296C(2)    
For the purposes of paragraph (1)(b) of this section, the Minister may, by legislative instrument, determine requirements in relation to the substantive provisions of a sustainability report.

SECTION 296D   CLIMATE STATEMENT DISCLOSURES  

296D(1)    
The climate statements for a financial year, and the notes to the climate statements, must together disclose all of the following:

(a)    any:

(i) material financial risks there are for the entity; or

(ii) material financial opportunities relating to climate there are for the entity;

that are required to be disclosed by sustainability standards made for the purposes of this paragraph;

(b)    any metrics and targets of the entity relating to climate that are required to be disclosed by sustainability standards made for the purposes of this paragraph, including metrics and targets relating to:

(i) scope 1 greenhouse gas emissions; or

(ii) scope 2 greenhouse gas emissions; or

(iii) scope 3 greenhouse gas emissions (including financed emissions);

(c)    any information that:

(i) is about governance of, strategy of, or risk-management by, the entity in relation to the risks, opportunities, metrics and targets mentioned in paragraphs (a) and (b); and

(ii) is required to be disclosed by sustainability standards made for the purposes of this paragraph.

296D(2)    
For the purposes of this section, the question of whether there are any of the following for an entity is to be worked out in accordance with sustainability standards made for the purposes of this subsection:

(a)    a material financial risk relating to climate;

(b)    a material financial opportunity relating to climate.

296D(2A)    
Subsection (2B) applies if sustainability standards made for the purposes of subsection (1) require the disclosure of:

(a)    a scenario analysis (within the meaning given by sustainability standards made for the purposes of this paragraph); or

(b)    information derived from a scenario analysis; or

(c)    information about a scenario analysis.

296D(2B)    
For the purposes of subsection (1) , a disclosure of a scenario analysis, information derived from a scenario analysis or information about a scenario analysis is taken not to satisfy that requirement unless the scenario analysis is carried out using at least both of the following scenarios:

(a)    the increase in the global average temperature well exceeds the increase mentioned in subparagraph 3(a)(i) of the Climate Change Act 2022 ;

(b)    the increase in the global average temperature is limited to the increase mentioned in subparagraph 3(a)(ii) of that Act.

296D(3)    
This section does not apply if subsection 296B(1) applies for the financial year.

SECTION 296E   ASIC DIRECTIONS  

Giving directions

296E(1)    
If ASIC considers that a statement made by an entity in a sustainability report is:

(a)    incorrect; or

(b)    incomplete; or

(c)    misleading in any way;

ASIC may, by written notice given to the entity, direct the entity to do any of the following:

(d)    confirm to ASIC that the statement is correct or complete;

(e)    explain to ASIC the statement;

(f)    give to ASIC information or documents that could substantiate or support the statement;

(g)    correct, complete or amend the statement in accordance with the direction;

(h)    if ASIC directs the entity to correct, complete or amend the statement:

(i) publish the corrected, completed or amended statement in accordance with the direction; or

(ii) give the corrected, completed or amended statement to specified persons in accordance with the direction.

296E(2)    
The entity must comply with the direction.

(a)    within the time specified in the direction, which must be a reasonable time; or

(b)    if the direction does not specify a reasonable time - within a reasonable time.

296E(3)    
ASIC may extend the time within which the entity must comply with the direction by written notice given to the entity.

296E(4)    
Before giving to an entity a notice that includes a direction under paragraph (1)(g) , or both a direction under paragraph (1)(g) and a direction under paragraph (1)(h) , ASIC must give the entity an opportunity:

(a)    to appear, or be represented, at a hearing before ASIC that takes place in private; or

(b)    to make submissions to ASIC on the matter.

Varying and revoking directions

296E(5)    
ASIC may vary a direction given under subsection (1) in like manner and subject to like conditions.

296E(6)    
ASIC may revoke a direction given under subsection (1) by written notice given to the entity.

Publication of directions

296E(7)    
As soon as practicable after giving, varying or revoking a direction mentioned in paragraph (1)(g) , ASIC must publish a notice of its action on its website.

Offences

296E(8)    
An offence based on subsection (2) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 297  

297   TRUE AND FAIR VIEW  

The financial statements and notes for a financial year must give a true and fair view of:

(a)    

the financial position and performance of the company, registered scheme, registrable superannuation entity or disclosing entity; and

(b)    if consolidated financial statements are required - the financial position and performance of the consolidated entity.

This section does not affect the obligation under section 296 for a financial report to comply with accounting standards.

Note: If the financial statements and notes prepared in compliance with the accounting standards would not give a true and fair view, additional information must be included in the notes to the financial statements under paragraph 295(3)(c) .

SECTION 298   ANNUAL DIRECTORS ' REPORT  

298(1)    

The company, registered scheme, registrable superannuation entity or disclosing entity must prepare a directors ' report for each financial year.

298(1AA)    

Except in the case of a company limited by guarantee or a company covered under subsection (1AC) , the report must include:

(a)    the general information required by sections 299 (all entities) and 299A (additional requirements for listed entities); and

(b)    

the specific information required by sections 300 , 300A and 300C ; and

(c)    a copy of the auditor ' s declaration under section 307C in relation to the audit for the financial year.

298(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.

298(1AC)    

This subsection covers a company if the company has not had its financial report for the relevant financial year audited because subsection 301(2) or (5) exempts it from the requirement to do so under subsection 301(1) .

298(1AD)    

In the case of a company covered under subsection (1AC) , the report must include:

(a)    the general information required by section 299 ; and

(b)    the specific information required by section 300 .

298(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.

298(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

(c)    be signed by a director.

Note: Section 1228 deals with directors ' resolutions for CCIVs.

Small proprietary companies

298(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; and

(c)    

paragraph 292(2)(c) (about having CSF shareholders) does not apply to the company for the financial year.

Small companies limited by guarantee

298(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 directionunder section 294A ; and

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

SECTION 299   ANNUAL DIRECTORS ' REPORT - GENERAL INFORMATION  

General information about operations and activities

299(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.

299(2)    
The entity reported on is:

(a)    

the company, registered scheme, registrable superannuation entity 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

299(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, registrable superannuation entity or disclosing entity; or

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

If material is omitted, the report must say so.

SECTION 299A   ANNUAL DIRECTORS ' REPORT - ADDITIONAL GENERAL REQUIREMENTS FOR LISTED ENTITIES  

299A(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

(c) the business strategies, and prospects for future financial years, of the entity reported on.

299A(2)    
The entityreported 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).

299A(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

(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.

SECTION 300   ANNUAL DIRECTORS ' REPORT - SPECIFIC INFORMATION  

300(1)    

The directors ' report for a financial year must (in the case of a company, registered scheme or disclosing entity) 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 unissued shares or interests (see subsections (3) and (7) ); and

(g)    indemnities given and insurance premiums paid during or since the end of the year for a person who is or has been an officer or auditor (see subsections (8) and (9) ).

Public companies, listed companies and registered schemes must include additional information under subsections (10) , (11) , (11AA) , (11A) , (11B) , (12) and (13) of this section and section 300A .

Note: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232E .

300(2)    
Details do not have to be included in the directors ' report under this section if they are included in the company ' s financial report for the financial year.

300(2A)    

If subsection (2) is relied on to not include in the directors ' report for a financial year details that would otherwise be required to be included in that report under paragraph (11B)(a) or (11C)(b) , that report must specify, in the section headed " Non-audit services " , where those details may be found in the company ' s financial report for that financial year.

300(3)    
Paragraphs (1)(d) , (e) and (f) cover:

(a)    options over unissued shares and interests of the company, registered scheme or disclosing entity; and

(b)    

if consolidated financial statements are required - options over unissued shares and interests of any controlled entity that is a company, registered scheme, registrable superannuation entity or disclosing entity.

Options details

300(5)    
The details of an option granted are:

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

(b)    the name of the person to whom the option is granted; and

(c)    the number and class of shares or interests over which the option is granted.

300(6)    
The details of unissued shares or interests under option are:

(a)    the company, registered scheme or disclosing entity that will issue shares or interests when the options are exercised; and

(b)    the number and classes of those shares or interests; and

(c)    the issue price, or the method of determining the issue price, of those shares or interests; and

(d)    the expiry date of the options; and

(e)    any rights that option holders have under the options to participate in any share issue or interest issue of the company, registered scheme or disclosing entity or of any other body corporate or registered scheme.

Shares or interests issued as a result of exercise of option

300(7)    
The details of shares or interests issued as a result of the exercise of an option are:

(a)    the company, registered scheme or disclosing entity issuing the shares or interests; and

(b)    the number of shares or interests issued; and

(c)    if the company, registered scheme or disclosing entity has different classes of shares or interests - the class to which each of those shares or interests belongs; and

(d)    the amount unpaid on each of those shares or interests; and

(e)    the amount paid, or agreed to be considered as paid, on each of those shares or interests.

Indemnities and insurance premiums for officers or auditors

300(8)    
The report for a company must include details of:

(a)    any indemnity that is given to a current or former officer or auditor against a liability and that is covered by subsection 199A(2) or (3) , or any relevant agreement under which an officer or auditor may be given an indemnity of that kind; and

(b)    any premium that is paid, or agreed to be paid, for insurance against a current or former officer ' s or auditor ' s liability for legal costs.

Note: Sections 199A and 199B contain general prohibitions against giving certain indemnities and paying certain insurance premiums. This subsection requires transactions that are exceptions to these prohibitions to be reported.

300(9)    
The details required under subsection (8) are:

(a)    for an officer - their name or the class of officer to which they belong or belonged; and

(b)    for an auditor - their name; and

(c)    the nature of the liability; and

(d)    for an indemnity given - the amount the company paid and any other action the company took to indemnify the officer or auditor; and

(e)    for an agreement to indemnify - the amount that the relevant agreement requires the company to pay and any other action the relevant agreement requires the company to take to indemnify the officer or auditor; and

(f)    for an insurance premium - the amount of the premium.

The report need not give details of the nature of the liability covered by, or the amount of the premium payable under, a contract of insurance to the extent that disclosure of those details is prohibited by the insurance contract.

Special rules for public companies

300(10)    
The report for a public company that is not a wholly-owned subsidiary of another company must also include details of:

(a)    each director ' s qualifications, experience and special responsibilities; and

(b)    the number of meetings of the board of directors held during the year and each director ' s attendance at those meetings; and

(c)    the number of meetings of each board committee held during the year and each director ' s attendance at those meetings; and

(d)    

the qualifications and experience of each person who is a company secretary of the company as at the end of the year.

Special rules for listed companies and schemes

300(11)    
The report for a listed company must also include the following details for each director:

(a)    their relevant interests in shares of the company or a related body corporate;

(b)    their relevant interests in debentures of, or interests in a registered scheme made available by, the company or a related body corporate;

(c)    their rights or options over shares in, debentures of or interests in a registered scheme made available by, the company or a related body corporate;

(d)    contracts:

(i) to which the director is a party or under which the director is entitled to a benefit; and

(ii) that confer a right to call for or deliver shares in, or debentures of or interests in a registered scheme made available by the company or a related body corporate;

(e)    

all directorships of other listed companies held by the director at any time in the 3 years immediately before the end of the financial year and the period for which each directorship has been held.

Note: Directors must also disclose interests of these kinds to a relevant market operator under section 205G as they are acquired.

300(11AA)    

If an individual plays a significant role in the audit of a listed company or listed registered scheme for the financial year in reliance on an approval granted under section 324DAA , the report for the company or scheme must also include details of, and reasons for, the approval.

300(11A)    

If a registered company auditor plays a significant role in the audit of a listed company for the financial year in reliance on a declaration made under section 342A , the report for the company must also include details of the declaration.

Listed companies - non-audit services and auditor independence

300(11B)    

The report for a listed company must also include the following in relation to each auditor:

(a)    details of the amounts paid or payable to the auditor for non-audit services provided, during the year, by the auditor (or by another person or firm on the auditor ' s behalf);

(b)    a statement whether the directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) is compatible with the general standard of independence for auditors imposed by this Act;

(c)    a statement of the directors ' reasons for being satisfied that the provision of those non-audit services, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) did not compromise the auditor independence requirements of this Act.

These details and statements must be included in the directors ' report under the heading " Non-audit services " . If consolidated financial statements are required, the details and statements must relate to amounts paid or payable to the auditor by, and non-audit services provided to, any entity (including the company, registered scheme, registrable superannuation entity or disclosing entity) that is part of the consolidated entity.

300(11C)    

For the purposes of paragraph (11B)(a) , the details of amounts paid or payable to an auditor for non-audit services provided, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) are:

(a)    the name of the auditor; and

(b)    the dollar amount that:

(i) the listed company; or

(ii) if consolidated financial statements are required - any entity that is part of the consolidated entity;

paid, or is liable to pay, for each of those non-audit services.

300(11D)    

The statements under paragraphs (11B)(b) and (c) must be made in accordance with:

(a)    advice provided by the listed company ' s audit committee if the company has an audit committee; or

(b)    a resolution of the directors of the listed company if paragraph (a) does not apply.

300(11E)    

For the purposes of subsection (11D) , a statement is taken to be made in accordance with advice provided by the company ' s audit committee only if:

(a)    the statement is consistent with that advice and does not contain any material omission of material included in that advice; and

(b)    the advice is endorsed by a resolution passed by the members of the audit committee; and

(c)    the advice is written advice signed by a member of the audit committee on behalf of the audit committee and given to the directors.

Special rules for listed registered schemes

300(12)    

The report for a registered scheme whose interests are quoted on a declared financial market must also include the following details for each director of the company that is the responsible entity for the scheme:

(a)    their relevant interests in interests in the scheme;

(b)    their rights or options over interests in the scheme;

(c)    contracts to which the director is a party or under which the director is entitled to a benefit and that confer a right to call for or deliver interests in the scheme.

Special rules for registered schemes

300(13)    
The report for a registered scheme must also include details of:

(a)    the fees paid to the responsible entity and its associates out of scheme property during the financial year; and

(b)    the number of interests in the scheme held by the responsible entity or its associates as at the end of the financial year; and

(c)    interests in the scheme issued during the financial year; and

(d)    withdrawals from the scheme during the financial year; and

(e)    the value of the scheme ' s assets as at the end of the financial year, and the basis for the valuation; and

(f)    the number of interests in the scheme as at the end of the financial year.

Note: This subsection applies to sub-funds of retail CCIVs in a modified form: see section 1232E .

Proceedings on behalf of a company

300(14)    
The report for a company must also include the following details of any application for leave under section 237 made in respect of the company:

(a)    the applicant ' s name; and

(b)    a statement whether leave was granted.

300(15)    
The report for a company must also include the following details of any proceedings that a person has brought or intervened in on behalf of the company with leave under section 237 :

(a)    the person ' s name;

(b)    the names of the parties to the proceedings;

(c)    sufficient information to enable members to understand the nature and status of the proceedings (including the cause of action and any orders made by the court).

SECTION 300A   ANNUAL DIRECTORS ' REPORT - SPECIFIC INFORMATION TO BE PROVIDED BY LISTED COMPANIES  

300A(1)    

The directors ' report for a financial year for a company must also include (in a separate and clearly identified section of the report):

(a)    

discussion of board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of the key management personnel for:

(i) the company, if consolidated financial statements are not required; or

(ii) the consolidated entity, if consolidated financial statements are required; and

(b)    discussion of the relationship between such policy and the company ' s performance; and

(ba)    

if an element of the remuneration of a member of the key management personnel for the company, or if consolidated financial statements are required, for the consolidated entity is dependent on the satisfaction of a performance condition:

(i) a detailed summary of the performance condition; and

(ii) an explanation of why the performance condition was chosen; and

(iii) a summary of the methods used in assessing whether the performance condition is satisfied and an explanation of why those methods were chosen; and

(iv) if the performance condition involves a comparison with factors external to the company:

(A) a summary of the factors to be used in making the comparison; and

(B) if any of the factors relates to the performance of another company, of 2 or more other companies or of an index in which the securities of a company or companies are included - the identity of that company, of each of those companies or of the index; and

(c)    

the prescribed details in relation to the remuneration of:

(i) if consolidated financial statements are required - each member of the key management personnel for the consolidated entity; or

(ii) if consolidated financial statements are not required - each member of the key management personnel for the company; and

(iii) (Repealed)

(iv) (Repealed)

(d)    if an element of the remuneration of a person referred to in paragraph (c) consists of securities of a body and that element is not dependent on the satisfaction of a performance condition - an explanation of why that element of the remuneration is not dependent on the satisfaction of a performance condition; and

(da) (Repealed)

(e)    

for each person referred to in paragraph (c):

(i) an explanation of the relative proportions of those elements of the person ' s remuneration that are related to performance and those elements of the person ' s remuneration that are not; and

(ii) the value (worked out as at the time they are granted and in accordance with any applicable accounting standards) of options that are granted to the person during the year as part of their remuneration; and

(iii) the value (worked out as at the time they are exercised) of options that were granted to the person as part of their remuneration and that are exercised by the person during the year; and

(iv) if options granted to the person as part of their remuneration lapse during the financial year - the number of those options, and the financial year in which those options were granted; and

(v) (Repealed)

(vi) (Repealed)

(vii) if the person is employed by the company under a contract - the duration of the contract, the periods of notice required to terminate the contract and the termination payments provided for under the contract; and

(f)    

such other matters related to the policy or policies referred to in paragraph (a) as are prescribed by the regulations; and

(g)    

if:

(i) at the company ' s most recent AGM, comments were made on the remuneration report that was considered at that AGM; and

(ii) when a resolution that the remuneration report for the last financial year be adopted was put to the vote at the company ' s most recent AGM, at least 25% of the votes cast were against adoption of that report;

an explanation of the board ' s proposed action in response or, if the board does not propose any action, the board ' s reasons for inaction; and

(h)    

if a remuneration consultant made a remuneration recommendation in relation to any of the key management personnel for the company or, if consolidated financial statements are required, for the consolidated entity, for the financial year:

(i) the name of the consultant; and

(ii) a statement that the consultant made such a recommendation; and

(iii) if the consultant provided any other kind of advice to the company or entity for the financial year - a statement that the consultant provided that other kind or those other kinds of advice; and

(iv) the amount and nature of the consideration payable for the remuneration recommendation; and

(v) the amount and nature of the consideration payable for any other kind of advice referred to in subparagraph (iii); and

(vi) information about the arrangements the company made to ensure that the making of the remuneration recommendation would be free from undue influence by the member or members of the key management personnel to whom the recommendation relates; and

(vii) a statement about whether the board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the key management personnel to whom the recommendation relates; and

(viii) if the board is satisfied that the remuneration recommendation was made free from undue influence by the member or members of the key management personnel to whom the recommendation relates - the board ' s reasons for being satisfied of this.

300A(1AA)    

Without limiting paragraph (1)(b) , the discussion under that paragraph of the company ' s performance must specifically deal with:

(a)    the company ' s earnings; and

(b)    the consequences of the company ' s performance on shareholder wealth;

in the financial year to which the report relates and in the previous 4 financial years.

300A(1AB)    

In determining, for the purposes of subsection (1AA) , the consequences of the company ' s performance on shareholder wealth in a financial year, have regard to:

(a)    dividends paid by the company to its shareholders during that year; and

(b)    changes in the price at which shares in the company are traded between the beginning and the end of that year; and

(c)    any return of capital by the company to its shareholders during that year that involves:

(i) the cancellation of shares in the company; and

(ii) a payment to the holders of those shares that exceeds the price at which shares in that class are being traded at the time when the shares are cancelled; and

(d)    any other relevant matter.

300A(1A)    

The material referred to in subsection (1) must be included in the directors ' report under the heading " Remuneration report " .

300A(1AAA)    
(Repealed by No 42 of 2011, s 3, Sch 1, Pt 1 [ 21].)

300A(1B)    
(Repealed by No 42 of 2011, s 3, Sch 1, Pt 1 [ 21].)

300A(1C)    

Without limiting paragraph (1)(c) , the regulations may:

(a)    provide that the value of an element of remuneration is to be determined, for the purposes of this section, in a particular way or by reference to a particular standard; and

(b)    provide that details to be given of an element of remuneration must relate to the remuneration provided in:

(i) the financial year to which the directors ' report relates; and

(ii) the earlier financial years specified in the regulations.

300A(2)    

This section applies to any listed disclosing entity that is a company.

300A(3)    
This section applies despite anything in the company ' s constitution.

300A(4)    

For the purposes of this section, if:

(a)    consolidated financial statements are required; and

(b)    

a person holds, in each of 2 or more entities within the consolidated entity, a position covered by subsection (5) , whether or not the person holds the same position in each of those entities;

the person ' s remuneration is taken to include all of the person ' s remuneration from those entities (regardless of the capacity in which the person received the remuneration).

300A(5)    

This subsection covers the following positions:

(a)    director;

(b)    secretary;

(c)    senior manager;

(d)    partner;

(e)    trustee.

SECTION 300B   ANNUAL DIRECTORS ' REPORT - COMPANIES LIMITED BY GUARANTEE  

300B(1)    
The directors ' report for a financial year for a company limited by guarantee must:

(a) contain a description of the short and long term objectives of the entity reported on; and

(b) set out the entity ' s strategy for achieving those objectives; and

(c) state the entity ' s principal activities during the year; and

(d) state how those activities assisted in achieving the entity ' s objectives; and

(e) state how the entity measures its performance, including any key performance indicators used by the entity.

300B(2)    
The entity reported on is:

(a) the company (if consolidated financial statements are not required); or

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

300B(3)    
The directors ' report for a financial year for a company limited by guarantee must also include details of:

(a) the name of each person who has been a director of the company at any time during or since the end of the year and the period for which the person was a director; and

(b) each director ' s qualifications, experience and special responsibilities; and

(c) the number of meetings of the board of directors held during the year and each director ' s attendance at those meetings; and

(d) for each class of membership in the company - the amount which a member of that class is liable to contribute if the company is wound up; and

(e) the total amount that members of the company are liable to contribute if the company is wound up.

SECTION 300C   ANNUAL DIRECTORS ' REPORT - REGISTRABLE SUPERANNUATION ENTITIES  

Remuneration

300C(1)    
The directors ' report for a financial year for a registrable superannuation entity must also include (in a separate and clearly identified section of the report):

(a)    the prescribed details in relation to the remuneration of each member of the key management personnel for the registrable superannuation entity; and

(b)    such other matters (if any) relating to such remuneration as are prescribed by the regulations.

300C(2)    
The material referred to in subsection (1) must be included in the directors ' report under the heading " Remuneration report " .

300C(3)    
Without limiting paragraph (1)(a) , the regulations may:

(a)    provide that the value of an element of remuneration is to be determined, for the purposes of this section, in a particular way or by reference to a particular standard; and

(b)    provide that details to be given of an element of remuneration must relate to the remuneration provided in:

(i) the financial year to which the directors ' report relates; and

(ii) the earlier financial years specified in the regulations.

Non-audit services and auditor independence

300C(4)    
The directors ' report for a registrable superannuation entity for a financial year must also include the following in relation to each auditor:

(a)    details of the amounts paid or payable to the auditor for non-audit services provided, during the year, by the auditor (or by another person or firm on the auditor ' s behalf);

(b)    a statement whether the directors are satisfied that the provision of non-audit services, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) is compatible with the general standard of independence for auditors imposed by this Act;

(c)    a statement of the directors ' reasons for being satisfied that the provision of those non-audit services, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) did not compromise the auditor independence requirements of this Act.

300C(5)    
The details and statements mentioned in subsection (4) must be included in the directors ' report under the heading " Non-audit services " .

300C(6)    
For the purposes of paragraph (4)(a) , the details of amounts paid or payable to an auditor for non-audit services provided, during the year, by the auditor (or by another person or firm on the auditor ' s behalf) are:

(a)    the name of the auditor; and

(b)    the dollar amount that:

(i) the registrable superannuation entity; or

(ii) the RSE licensee for the registrable superannuation entity;

paid, or is liable to pay, for each of those non-audit services.

300C(7)    
The statements under paragraphs (4)(b) and (c) must be made in accordance with advice provided by the registrable superannuation entity ' s audit committee.

300C(8)    
For the purposes of subsection (7) , a statement is taken to be made in accordance with advice provided by the registrable superannuation entity ' s audit committee only if:

(a)    the statement is consistent with that advice and does not contain any material omission of material included in that advice; and

(b)    the advice is endorsed by a resolution passed by the members of the audit committee; and

(c)    the advice is written advice signed by a member of the audit committee on behalf of the audit committee and given to the directors.

Audit

300C(9)    
If an individual plays a significant role in the audit of a registrable superannuation entity for a financial year in reliance on an approval granted under section 324DAA , the directors ' report for the entity for the financial year must also include details of, and reasons for, the approval.

300C(10)    
If a registered company auditor plays a significant role in the audit of a registrable superannuation entity for a financial year in reliance on a declaration made under section 342A , the directors ' report for the entity for the financial year must also include details of the declaration.

SECTION 301   AUDIT OF ANNUAL FINANCIAL REPORT  

301(1)    

A company, registered scheme, registrable superannuation entity or disclosing entity must have the financial report for a financial year audited in accordance with Division 3 and obtain an auditor ' s report.

Small proprietary companies

301(2)    

A small proprietary company ' s financial report for a financial year does not have to be audited if:

(a)    the report is required only because of:

(i) paragraph 292(2)(c) (about having CSF shareholders); or

(ii) a direction under section 293 ; or

(iii) both paragraph 292(2)(c) and a direction under section 293 ; and

(b)    in a case where subparagraph (a)(i) or (iii) applies - as at the end of the financial year, the company has raised a total less than the CSF audit threshold from all the CSF offers it has ever made; and

(c)    in a case where subparagraph (a)(ii) or (iii) applies - the direction did not ask for the financial report to be audited.

Companies limited by guarantee

301(3)    

A company limited by guarantee may have its financial report for a financial year reviewed, rather than audited, if:

(a)    

the company is not one of the following:

(i) a Commonwealth company for the purposes of the Public Governance, Performance and Accountability Act 2013 ;

(ii) a subsidiary of a Commonwealth company for the purposes of that Act;

(iii) a subsidiary of a corporate Commonwealth entity for the purposes of that Act; and

(b)    one of the following is true:

(i) the company is not required by the accounting standards to be included in consolidated financial statements and the revenue of the company for the financial year is less than $1 million;

(ii) the company is required by the accounting standards to be included in consolidated financial statements and the consolidated revenue of the consolidated entity for the financial year is less than $1 million.

301(4)    

A small company limited by guarantee ' s financial report for a financial year does not have to be audited or reviewed if:

(a)    the report is prepared in response to a member direction under section 294A ; and

(b)    the direction does not ask for the audit or review.

301(5)    

A company need not comply with subsection (1) if:

(a)    it is covered under section 738ZI at the end of the financial yearmentioned in subsection (1) ; and

(b)    

as at the end of that financial year, the company has raised less than $3 million from all CSF offers that it has made at any time.

Registrable superannuation entities

301(6)    

The following reports relating to:

(a)    a registrable superannuation entity; and

(b)    a financial year;

may be set out in the same document:

(c)    an auditor ' s report obtained by the entity under subsection (1) ;

(d)    an auditor ' s report provided in relation to the entity under a provision of the RSE licensee law.

SECTION 301A  

301A   AUDIT OF ANNUAL SUSTAINABILITY REPORT  

An entity that is required to prepare a sustainability report for a financial year must:

(a)    have the sustainability report audited in accordance with Division 3 ; and

(b)    obtain an auditor ' s report.

Note: For financial years commencing before 1 July 2030, the requirement to have the sustainability report audited may be modified: see Part 10.77 .

Division2 - Half-year financial report and directors ' report  

SECTION 302  

302   DISCLOSING ENTITY MUST PREPARE HALF-YEAR FINANCIAL REPORT AND DIRECTORS ' REPORT  

A disclosing entity must:

(a)    prepare a financial report and directors ' report for each half-year; and

(b)    have the financial report audited or reviewed in accordance with Division 3 and obtain an auditor ' s report; and

(c)    lodge the financial report, the directors ' report and the auditor ' s report on the financial report with ASIC;

unless the entity is not a disclosing entity when lodgment is due.

Note 1: This Chapter only applies to disclosing entities incorporated or formed in Australia (see subsection 285(2) ).

Note 2: See section 320 for the time for lodgment with ASIC.

Note 3: Subsection 318(4) requires disclosing entities that are borrowers in relation to debentures to also report to the trustee for debenture holders.

Note 4: Section 1232F extends this section to preparing half-year financial reports and directors ' reports for sub-funds of retail CCIVs (if there are ED securities referable to the sub-fund), and applies this Division accordingly.

SECTION 303   CONTENTS OF HALF-YEAR FINANCIAL REPORT  

Basic contents

303(1)    
The financial report for a half-year consists of:

(a)    the financial statements for the half-year; and

(b)    the notes to the financial statements; and

(c)    the directors ' declaration about the statements and notes.

Financial statements

303(2)    

The financial statements for the half-year are:

(a)    unless paragraph (b) applies - the financial statements in relation to the disclosing entity required by the accounting standards; or

(b)    if the accounting standards require the disclosing entity to prepare financial statements in relation to a consolidated entity - the financial statements in relation to the consolidated entity required by the accounting standards.

Notes to financial statements

303(3)    
The notes to the financial statements are:

(a)    disclosures required by the regulations; and

(b)    notes required by the accounting standards; and

(c)    any other information necessary to give a true and fair view (see section 305 ).

Directors ' declaration

303(4)    
The directors ' declaration is a declaration by the directors:

(a) (Repealed)

(b) (Repealed)

(c)    whether, in the directors ' opinion, there are reasonable grounds to believe that the disclosing entity will be able to pay its debts as and when they become due and payable; and

(d)    

whether, in the directors ' opinion, the financial statement and notes are in accordance with this Act, including:

(i) section 304 (compliance with accounting standards); and

(ii) section 305 (true and fair view).

Note: See paragraph 285(3)(c) for the reference to the debts of a disclosing entity that is a registered scheme.

303(5)    
The declaration must:

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

(b)    specify the day on which the declaration is made; and

(c)    be signed by a director.

Note: Section 1228 deals with directors ' resolutions for CCIVs.

SECTION 304  

304   COMPLIANCE WITH ACCOUNTING STANDARDS AND REGULATIONS  

The financial report for a half-year must comply with the accounting standards and any further requirements in the regulations.

SECTION 305  

305   TRUE AND FAIR VIEW  

The financial statements and notes for a half-year must give a true and fair view of:

(a) the financial position and performance of the disclosing entity; or

(b) if consolidated financial statements are required - the financial position and performance of the consolidated entity.

This section does not affect the obligation under section 304 for financial reports to comply with accounting standards.

Note: If the financial statements prepared in compliance with the accounting standards would not give a true and fair view, additional information must be included in the notes to the financial statements under paragraph 303(3)(c).

SECTION 306   HALF-YEAR DIRECTORS ' REPORT  

306(1)    
The directors of the disclosing entity must prepare a directors ' report for each half-year that consists of:

(a)    a review of the entity ' s operations during the half-year and the results of those operations; and

(b)    the name of each person who has been a director of the disclosing entity at any time during or since the end of the half-year and the period for which they were a director.

If consolidated financial statements are required, the review under paragraph (a) must cover the consolidated entity.

Note: This subsection applies to sub-funds of retail CCIVs in a modified form: see subsection 1232F(6) .

306(1A)    

The directors ' report must include a copy of the auditor ' s declaration under section 307C in relation to the audit or review for the half-year.

306(2)    

If the financial report for a half-year includes additional information under paragraph 303(3)(c) (information included to give true and fair view of financial position and performance), the directors ' report for the half-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 305 ; and

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

306(3)    

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

(c)    be signed by a director.

Note: Section 1228 deals with directors ' resolutions for CCIVs.

Division 3 - Audits and auditor ' s reports  

Note: This Division applies to sub-funds of retail CCIVs in a modified form: see section 1232G .

SECTION 307  

307   AUDIT OF FINANCIAL REPORT  

An auditor who conducts an audit of the financial report for a financial year or half-year must form an opinion about:

(a)    whether the financial report is in accordance with this Act, including:

(i) section 296 or 304 (compliance with accounting standards); and

(ii) section 297 or 305 (true and fair view); and

(aa)    

if the financial report includes additional information under paragraph 295(3)(c) or 303(3)(c) (information included to give true and fair view of financial position and performance) - whether the inclusion of that additional information was necessary to give the true and fair view required by section 297 or 305 ; and

(b)    whether the auditor has been given all information, explanation and assistance necessary for the conduct of the audit; and

(c)    

whether the company, registered scheme, registrable superannuation entity or disclosing entity has kept financial records sufficient to enable a financial report to be prepared and audited; and

(d)    

whether the company, registered scheme, registrable superannuation entity or disclosing entity has kept other records and registers as required by this Act.

Note: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232G .

SECTION 307A   AUDIT OF FINANCIAL REPORT TO BE CONDUCTED IN ACCORDANCE WITH AUDITING STANDARDS  

307A(1)    
If an individual auditor, or an audit company, conducts:

(a) an audit or review of the financial report for a financial year; or

(b) an audit or review of the financial report for a half-year;

the individual auditor or audit company must conduct the audit or review in accordance with the auditing standards.

307A(2)    
If an audit firm, or an audit company, conducts:

(a) an audit or review of the financial report for a financial year; or

(b) an audit or review of the financial report for a half-year;

the lead auditor for the audit or review must ensure that the audit or review is conducted in accordance with the auditing standards.

Fault-based offence

307A(3)    

A person commits an offence if the person contravenes subsection (1) or (2).

Strict liability offence

307A(4)    

A person commits an offence of strict liability if the person contravenes subsection (1) or (2).

SECTION 307AA  

307AA   AUDIT OF SUSTAINABILITY REPORT  

An auditor who conducts an audit of the sustainability report for a financial year must form an opinion about:

(a)    whether the sustainability report is in accordance with this Act, including sections 296C (compliance with sustainability standards etc.) and 296D (climate statement disclosures); and

(b)    whether the auditor has been given all information, explanation and assistance necessary for the conduct of the audit; and

(c)    whether the entity that prepared the sustainability report has kept sustainability records sufficient to enable the sustainability report to be prepared and audited.

Note: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232G .

SECTION 307AB   AUDIT OF SUSTAINABILITY REPORT TO BE CONDUCTED IN ACCORDANCE WITH AUDITING STANDARDS  

307AB(1)    
If an individual auditor, or an audit company, conducts an audit of the sustainability report for a financial year, the individual auditor or audit company must conduct the audit in accordance with the auditing standards.

307AB(2)    
If an audit firm, or an audit company, conducts an audit of the sustainability report for a financial year, the lead auditor for the audit must ensure that the audit is conducted in accordance with the auditing standards.

Fault-based offence

307AB(3)    
A person commits an offence if the person contravenes subsection (1) or (2) .

Strict liability offence

307AB(4)    
A person commits an offence of strict liability if the person contravenes subsection (1) or (2) .

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 307B   WORKING PAPERS FOR AUDIT OF FINANCIAL OR SUSTAINABILITY REPORT TO BE RETAINED FOR 7 YEARS  

Contravention by individual auditor or audit company

307B(1)    
An auditor contravenes this subsection if:

(a)    the auditor is an individual auditor or an audit company; and

(b)    

the auditor conducts:

(i) an audit or review of the financial report for a financial year; or

(ii) an audit or review of the financial report for a half-year; or

(iii) an audit of the sustainability report for the financial year; and

(c)    

the auditor does not retain all audit working papers prepared by or for, or considered or used by, the auditor in accordance with the requirements of the auditing standards until:

(i) the end of 7 years after the date of the auditor ' s report prepared in relation to the audit or review to which the audit working papers relate; or

(ii) an earlier date determined for the audit working papers by ASIC under subsection (6) .

307B(2)    
An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability see section 6.1 of the Criminal Code .

Contravention by member of audit firm

307B(3)    
A person (the defendant ) contravenes this subsection if:

(a)    

an audit firm conducts:

(i) an audit or review of the financial report for a financial year; or

(ii) an audit or review of the financial report for a half-year; or

(iii) an audit of the sustainability report for the financial year; and

(b)    

the audit firm fails, at a particular time, to retain all audit working papers prepared by or for, or considered or used by, the audit firm in accordance with the requirements of the auditing standards until:

(i) the end of 7 years after the date of the auditor ' s report prepared in relation to the audit or review to which the documents relate; or

(ii) the earlier date determined by ASIC for the audit working papers under subsection (6) ; and

(c)    the defendant is a member of the firm at that time.

307B(4)    
An offence based on subsection (3) is an offence of strict liability.

Note 1: For strict liability see section 6.1 of the Criminal Code .

Note 2: Subsection (5) provides a defence.

307B(5)    
A member of an audit firm does not commit an offence at a particular time because of a contravention of subsection (3) if the member either:

(a)    does not know at that time of the circumstances that constitute the contravention of subsection (3) ; or

(b)    knows of those circumstances at that time but takes all reasonable steps to correct the contravention as soon as possible after the member becomes aware of those circumstances.

Note: A defendant bears an evidential burden in relation to the matters in this subsection, see subsection 13.3(3) of the Criminal Code .

Earlier retention date for audit working papers

307B(6)    
ASIC may, on application by a person, determine, in writing, an earlier date for the audit working papers for the purposes of paragraphs (1)(c) and (3)(b) if:

(a)    the auditor is an individual auditor and the auditor:

(i) dies; or

(ii) ceases to be a registered company auditor; or

(b)    the auditor is an audit firm and the firm is dissolved (otherwise than simply as part of a reconstitution of the firm because of the death, retirement or withdrawal of a member or members or because of the admission of a new member or members); or

(c)    the auditor is an audit company and the company:

(i) is wound up; or

(ii) ceases to be an authorised audit company.

307B(7)    
In deciding whether to make a determination under subsection (6) , ASIC must have regard to:

(a)    whether ASIC is inquiring into or investigating any matters in respect of:

(i) the auditor; or

(ii) the audited body for the audit to which the documents relate; and

(b)    whether the professional accounting bodies have any investigations or disciplinary action pending in relation to the auditor; and

(c)    whether civil or criminal proceedings in relation to:

(i) the conduct of the audit; or

(ii) the contents of the financial report to which the audit working papers relate;

have been, or are about to be, commenced; and

(d)    any other relevant matter.

Audit working papers kept in electronic form

307B(8)    
For the purposes of this section, if audit working papers are in electronic form they are taken to be retained only if they are convertible into hard copy.

SECTION 307C   AUDITOR ' S INDEPENDENCE DECLARATION  

Contravention by individual auditor

307C(1)    

If an individual auditor conducts:

(a)    

an audit or review of the financial report for a financial year; or

(b)    an audit or review of the financial report for a half-year; or

(ba)    

an audit of the sustainability report for the financial year;

the individual auditor must give the directors of the company, registered scheme, registrable superannuation entity or disclosing entity:

(c)    a written declaration that, to the best of the individual auditor ' s knowledge and belief, there have been:

(i) no contraventions of the auditor independence requirements of this Act in relation to the audit or review; and

(ii) no contraventions of any applicable code of professional conduct in relation to the audit or review; or

(d)    a written declaration that, to the best of the individual auditor ' s knowledge and belief, the only contraventions of:

(i) the auditor independence requirements of this Act in relation to the audit or review; or

(ii) any applicable code of professional conduct in relation to the audit or review;

are those contraventions details of which are set out in the declaration.

307C(2)    
An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability see section 6.1 of the Criminal Code .

Contravention by lead auditor

307C(3)    

If an audit firm or audit company conducts:

(a)    

an audit or review of the financial report for a financial year; or

(b)    an audit or review of the financial report for a half-year; or

(ba)    

an audit of the sustainability report for the financial year;

the lead auditor for the audit must give the directors of the company, registered scheme, registrable superannuation entity or disclosing entity:

(c)    a written declaration that, to the best of the lead auditor ' s knowledge and belief, there have been:

(i) no contraventions of the auditor independence requirements of this Act in relation to the audit or review; and

(ii) no contraventions of any applicable code of professional conduct in relation to the audit or review; or

(d)    a written declaration that, to the best of the lead auditor ' s knowledge and belief, the only contraventions of:

(i) the auditor independence requirements of this Act in relation to the audit or review; or

(ii) any applicable code of professional conduct in relation to the audit or review;

are those contraventions details of which are set out in the declaration.

307C(4)    
An offence based on subsection (3) is an offence of strict liability.

Note: For strict liability see section 6.1 of the Criminal Code .

307C(5)    
The declaration under subsection (1) or (3) :

(a)    

either:

(i) must be given when the auditor ' s report is given to the directors of the company, registered scheme, registrable superannuation entity or disclosing entity; or

(ii) must satisfy the conditions in subsection (5A) ; and

(b)    must be signed by the person making the declaration.

307C(5A)    

A declaration under subsection (1) or (3) in relation to a financial report for a financial year or half-year, or in relation to a sustainability report for a financial year, satisfies the conditions in this subsection if:

(a)    

the declaration is given to the directors of the company, registered scheme, registrable superannuation entity or disclosing entity before the directors pass a resolution under subsection 298(2) or 306(3) (as the case requires) in relation to the directors ' report for the financial year or half-year; and

(b)    a director signs the directors ' report within 7 days after the declaration is given to the directors; and

(c)    

the auditor ' s report on the financial report or sustainability report is made within 7 days after the directors ' report is signed; and

(d)    the auditor ' s report includes either of the following statements:

(i) a statement to the effect that the declaration would be in the same terms if it had been given to the directors at the time the auditor ' s report was made;

(ii) a statement to the effect that circumstances have changed since the declaration was given to the directors, and setting out how the declaration would differ if it had been given to the directors at the time the auditor ' s report was made.

307C(5B)    

An individual auditor or a lead auditor is not required to give a declaration under subsection (1) or (3) in respect of a contravention if:

(a)    the contravention was a contravention by a person of subsection 324CE(2) , 324CF(2) or 324CG(2) ; and

(b)    the person does not commit an offence because of subsection 324CE(4) , 324CF(4) or 324CG(4) .

Self-incrimination

307C(6)    
An individual is not excused from giving a declaration under subsection (1) or (3) on the ground that giving the declaration might tend to incriminate the individual or expose the individual to a penalty.

Use/derivative use indemnity

307C(7)    
However, neither:

(a)    the information included in the declaration; nor

(b)    any information, document or thing obtained as a direct or indirect consequence of including the information in the declaration;

is admissible in evidence against the individual in any criminal proceedings, or in any proceedings that would expose the person to a penalty, other than:

(c)    proceedings for an offence against section 1308 or 1309 in relation to the declaration; or

(d)    proceedings for an offence against section 137.1 or 137.2 of the Criminal Code (false or misleading information or documents) in relation to the declaration.

SECTION 308   AUDITOR ' S REPORT ON ANNUAL FINANCIAL REPORT  

308(1)    
An auditor who audits the financial report for a financial year must report to members on whether the auditor is of the opinion that the financial report is in accordance with this Act, including:

(a)    section 296 (compliance with accounting standards); and

(b)    section 297 (true and fair view).

If not of that opinion, the auditor ' s report must say why.

308(1A)    
(Repealed by No 103 of 2004, s 3, Sch 4, Pt 5 [ 19].)

308(2)    
If the auditor is of the opinion that the financial report does not comply with an accounting standard, the auditor ' s report must, to the extent it is practicable to do so, quantify the effect that non-compliance has on the financial report. If it is not practicable to quantify the effect fully, the report must say why.

308(3)    
The auditor ' s report must describe:

(a)    any defect or irregularity in the financial report; and

(b)    any deficiency, failure or shortcoming in respect of the matters referred to in paragraph 307(b) , (c) or (d) .

308(3AA)    

An auditor who reviews the financial report for a company limited by guarantee must report to members on whether the auditor became aware of any matter in the course of the review that makes the auditor believe that the financial report does not comply with Division 1 .

308(3AB)    

A report under subsection (3AA) must:

(a)    describe any matter referred to in subsection (3AA) ; and

(b)    say why that matter makes the auditor believe that the financial report does not comply with Division 1 .

308(3A)    

The auditor ' s report must include any statements or disclosures required by the auditing standards.

308(3B)    

If the financial report includes additional information under paragraph 295(3)(c) (information included to give true and fair view of financial position and performance), the auditor ' s report must also include a statement of the auditor ' s opinion on whether the inclusion of that additional information was necessary to give the true and fair view required by section 297 .

308(3C)    

If the directors ' report for the financial year includes a remuneration report, the auditor must also report to members on whether the auditor is of the opinion that the remuneration report complies with section 300A . If not of that opinion, the auditor ' s report must say why.

308(3D)    

If the directors ' report for the financial year includes an RSE remuneration report, the auditor must also report to members on whether the auditor is of the opinion that the remuneration report complies with section 300C . If not of that opinion, the auditor ' s report must say why.

308(4)    

A report under subsection (1) or (3AA) must specify the date on which it is made.

308(5)    

An offence based on subsection (1) , (3) , (3AA) , (3AB) , (3A) , (3C) , (3D) or (4) is an offence of strict liability.

Note: For strict liability see section 6.1 of the Criminal Code .

SECTION 309   AUDITOR ' S REPORT ON HALF-YEAR FINANCIAL REPORT  

Audit of financial report

309(1)    
An auditor who audits the financial report for a half-year must report to members on whether the auditor is of the opinion that the financial report is in accordance with this Act, including:

(a) section 304 (compliance with accounting standards); and

(b) section 305 (true and fair view).

If not of that opinion, the auditor ' s report must say why.

309(2)    
If the auditor is of the opinion that the financial report does not comply with an accounting standard, the auditor ' s report must, to the extent that it is practicable to do so, quantify the effect that non-compliance has on the financial report. If it is not practicable to quantify the effect fully, the report must say why.

309(3)    
The auditor ' s report must describe:

(a) any defect or irregularity in the financial report; and

(b) any deficiency, failure or shortcoming in respect of the matters referred to in paragraph 307 (b), (c) or (d).

Review of financial report

309(4)    
An auditor who reviews the financial report for a half-year must report to members on whether the auditor became aware of any matter in the course of the review that makes the auditor believe that the financial report does not comply with Division 2 .

309(5)    
A report under subsection (4) must:

(a) describe any matter referred to in subsection (4); and

(b) say why that matter makes the auditor believe that the financial report does not comply with Division 2 .

309(5A)    

The auditor ' s report must include any statements or disclosures required by the auditing standards.

309(5B)    

If the financial report includes additional information under paragraph 303(3) (c) (information included to give true and fair view of financial position and performance), the auditor ' s report must also include a statement of the auditor ' s opinion on whether the inclusion of that additional information was necessary to give the true and fair view required by section 305 .

Report to specify day made

309(6)    
A report under subsection (1) or (4) must specify the date on which it is made.

309(7)    

An offence based on subsection (1), (3), (4), (5), (5A) or (6) is an offence of strict liability.

Note: For strict liability see section 6.1 of the Criminal Code .

SECTION 309A   AUDITOR ' S REPORT ON SUSTAINABILITY REPORT  

Audit of sustainability report

309A(1)    
An auditor who audits the sustainability report for a financial year must report to members in accordance with subsections (2) , (3) , (4) and (5) on whether the auditor is of the opinion that the sustainability report is in accordance with this Act, including:

(a)    subsection 296A(2) or 296B(1) (contents of climate statements); and

(b)    section 296C (compliance with sustainability standards etc.); and

(c)    section 296D (climate statement disclosures).

If the auditor is not of that opinion, the auditor ' s report must say why.

309A(2)    
The auditor ' s report must describe:

(a)    any defect or irregularity in the sustainability report; and

(b)    any deficiency, failure or shortcoming in respect of the matters referred to in paragraph 307AA(b) .

Requirements for report

309A(3)    
The auditor ' s report must include any statements or disclosures required by the auditing standards.

309A(4)    
If the sustainability report includes additional information under paragraph 296A(3)(c) , the auditor ' s report must also include a statement of the auditor ' s opinion on whether the inclusion of that additional information was necessary to make the disclosures required by section 296D .

309A(5)    
The auditor ' s report must specify the date on which it is made.

Offences

309A(6)    
An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 310   AUDITOR ' S POWER TO OBTAIN INFORMATION  

310(1)    
The auditor:

(a)    has a right of access at all reasonable times to the books of the company, registered scheme or disclosing entity; and

(b)    may require any officer to give the auditor information, explanations or other assistance for the purposes of the audit or review.

A requirement under paragraph (b) must be a reasonable one.

310(2)    

The auditor:

(a)    has a right of access at all reasonable times to the books of a registrable superannuation entity; and

(b)    may, by written notice, require an officer of a registrable superannuation entity to:

(i) give the auditor information, explanations or other assistance for the purposes of the audit or review; and

(ii) do so within 14 days after the notice is given.

A requirement under paragraph (b) must be a reasonable one.

SECTION 311   REPORTING TO ASIC  

Contravention by individual auditor

311(1)    

An individual auditor conducting an audit (other than an audit of a registrable superannuation entity) contravenes this subsection if:

(a)    the auditor is aware of circumstances that:

(i) the auditor has reasonable grounds to suspect amount to a contravention of this Act; or

(ii) amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (6) ); or

(iii) amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

(b)    if subparagraph (a)(i) applies:

(i) the contravention is a significant one;or

(ii) the contravention is not a significant one and the auditor believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor ' s report or bringing it to the attention of the directors; and

(c)    the auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the auditor becomes aware of those circumstances.

311(1A)    

An individual auditor conducting an audit of a registrable superannuation entity contravenes this subsection if:

(a)    the auditor suspects on reasonable grounds that there are circumstances that amount to a contravention of this Act; and

(b)    the auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the auditor forms that suspicion.

311(1B)    

An individual auditor commits an offence if the auditor contravenes subsection (1A) .

311(1C)    

An individual auditor commits an offence of strict liability if the auditor contravenes subsection (1A) .

Contravention by audit company

311(2)    

An audit company conducting an audit (other than an audit of a registrable superannuation entity) contravenes this subsection if:

(a)    the lead auditor for the audit is aware of circumstances that:

(i) the lead auditor has reasonable grounds to suspect amount to a contravention of this Act; or

(ii) amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (6) ); or

(iii) amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

(b)    if subparagraph (a)(i) applies:

(i) the contravention is a significant one; or

(ii) the contravention is not a significant one and the lead auditor believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor ' s report or bringing it to the attention of the directors; and

(c)    the lead auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the lead auditor becomes aware of those circumstances.

311(2A)    

An audit company conducting an audit of a registrable superannuation entity contravenes this subsection if:

(a)    the lead auditor for the audit suspects on reasonable grounds that there are circumstances that amount to a contravention of this Act; and

(b)    the lead auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the lead auditor forms that suspicion.

311(2B)    

An audit company commits an offence if the company contravenes subsection (2A) .

311(2C)    

An audit company commits an offence of strict liability if the company contravenes subsection (2A) .

Contravention by member of audit firm

311(2D)    

A person (the defendant ) contravenes this subsection if:

(a)    an audit firm is conducting an audit of a registrable superannuation entity; and

(b)    the defendant is a member of the firm; and

(c)    the lead auditor for the audit suspects on reasonable grounds that there are circumstances that amount to a contravention of this Act; and

(d)    the lead auditor does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the lead auditor forms that suspicion.

311(2E)    

A person commits an offence if the person contravenes subsection (2D) .

311(2F)    

A person commits an offence of strict liability if the person contravenes subsection (2D) .

311(2G)    

A member of an audit firm does not commit an offence at a particular time because of a contravention of subsection (2D) if the member:

(a)    does not know at that time of the circumstances that constitute the contravention of subsection (2D) ; or

(b)    does know of those circumstances at that time but takes all reasonable steps to correct the contravention as soon as possible after the member becomes aware of those circumstances.

Note: A defendant bears an evidential burden in relation to the matters in this subsection, see subsection 13.3(3) of the Criminal Code .

Contravention by lead auditor

311(3)    
A person contravenes this subsection if:

(a)    

the person is the lead auditor for an audit (other than an audit of a registrable superannuation entity); and

(b)    the person is aware of circumstances that:

(i) the person has reasonable grounds to suspect amount to a contravention of this Act; or

(ii) amount to an attempt, in relation to the audit, by any person to unduly influence, coerce, manipulate or mislead a person involved in the conduct of the audit (see subsection (6) ); or

(iii) amount to an attempt, by any person, to otherwise interfere with the proper conduct of the audit; and

(c)    if subparagraph (b)(i) applies:

(i) the contravention is a significant one; or

(ii) the contravention is not a significant one and the person believes that the contravention has not been or will not be adequately dealt with by commenting on it in the auditor ' s report or bringing it to the attention of the directors; and

(d)    the person does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the person becomes aware of those circumstances.

311(3A)    

A person contravenes this subsection if:

(a)    the person is the lead auditor for an audit of a registrable superannuation entity; and

(b)    the person suspects on reasonable grounds that there are circumstances that amount to a contravention of this Act; and

(c)    the person does not notify ASIC in writing of those circumstances as soon as practicable, and in any case within 28 days, after the person forms that suspicion.

311(3B)    

A person commits an offence if the person contravenes subsection (3A) .

311(3C)    

A person commits an offence of strict liability if the person contravenes subsection (3A) .

Significant contraventions

311(4)    
In determining for the purposes of this section whether a contravention of this Act is a significant one, have regard to:

(a)    the level of penalty provided for in relation to the contravention; and

(b)    the effect that the contravention has, or may have, on:

(i) the overall financial position of the company, registered scheme or disclosing entity; or

(ii) the adequacy of the information available about the overall financial position of the company, registered scheme or disclosing entity; and

(c)    any other relevant matter.

Note: This subsection applies to sub-funds of retail CCIVs in a modified form: see section 1232G .

311(5)    

Without limiting paragraph (4)(a) , a penalty provided for in relation to a contravention of a provision of Part 2M.2 or 2M.3 , or section 324DAA , 324DAB or 324DAC , includes a penalty imposed on a director, because of the operation of section 344 , for failing to take reasonable steps to comply with, or to secure compliance with, that provision.

Person involved in an audit

311(6)    
In this section:

person involved in the conduct of an audit
means:

(a) the auditor; or

(b) the lead auditor for the audit; or

(c) the review auditor for the audit; or

(d) a professional member of the audit team for the audit; or

(e) any other person involved in the conduct of the audit.

SECTION 312   ASSISTING AUDITOR  

312(1)    
An officer of a company, registered scheme or disclosing entity must:

(a)    allow the auditor access to the books of the company, scheme or entity; and

(b)    

give the auditor any information, explanation or assistance required under subsection 310(1) .

Note: Books include registers and documents generally (not only the accounting " books " ): see the definition of books in section 9 .

312(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

312(3)    

An officer of a registrable superannuation entity must:

(a)    allow the auditor access to the books of the entity; and

(b)    give the auditor any information, explanation or assistance required under subsection 310(2) .

Note: Books include registers and documents generally (not only the accounting " books " ): see the definition of books in section 9 .

312(4)    
An offence based on subsection (3) is an offence of strict liability.

SECTION 313   SPECIAL PROVISIONS ON AUDIT OF DEBENTURE ISSUERS AND GUARANTORS  

Auditor to give trustee for debenture holders copies of reports, certificates etc.

313(1)    
The auditor of a borrower in relation to debentures must give the trustee for debenture holders:

(a) a copy of any report, certificate or other document that the auditor must give the borrower or its members under this Act, the debentures or the trust deed; and

(b) a copy of any document that accompanies it.

The copies must be given within 7 days after the auditor gives the originals to the borrower or its members.

Auditor to report on matters prejudicial to debenture holders ' interests

313(2)    
The auditor of a borrower, or guarantor, in relation to debentures must give the borrower or guarantor a written report about any matter that:

(a) the auditor became aware of in conducting the audit or review; and

(b) in the auditor ' s opinion, is or is likely to be prejudicial to the interests of debenture holders; and

(c) in the auditor ' s opinion, is relevant to the exercise of the powers of the trustee for debenture holders, or the performance of the trustee ' s duties, under this Act or the trust deed.

The auditor must give a copy of the report to the trustee for debenture holders. The report and the copy must be given within 7 days after the auditor becomes aware of the matter.

313(3)    

An offence based on subsection (1) or (2) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

Division 4 - Annual financial and sustainability reporting to members  

Note: This Division applies to reports relating to sub-funds of retail CCIVs in a modified form: see section 1232H .

SECTION 314   ANNUAL FINANCIAL AND SUSTAINABILITY REPORTING BY COMPANIES, REGISTERED SCHEMES AND DISCLOSING ENTITIES TO MEMBERS  

314(1)    

A company, registered scheme or disclosing entity must report to members for a financial year by providing either of the following in accordance with subsection (1AE) or (1AF) :

(a)    

all of the following reports (that are required to be prepared):

(i) the financial report for the year;

(ia) the sustainability report for the year;

(ii) the directors ' report for the year (see sections 298 to 300A );

(iii) the auditor ' s report on the financial report;

(iv) the auditor ' s report on the sustainability report for the year;

(b)    a concise report for the year that complies with subsection (2) .

Note: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232H .

314(1AAA)    

This section does not apply to a company limited by guarantee.

Note: The requirement for annual financial reporting to members for those companies is in section 316A .

314(1AA) - (1AD)    
(Repealed by No 9 of 2022, s 3, Sch 2[31] (effective 1 April 2022).)

314(1AE)    

A company, registered scheme or disclosing entity may provide the reports, or the concise report, by sending them to each member.

314(1AF)    

If a company:

(a)    is a public company that is covered under section 738ZI at the end of the financial year mentioned in subsection (1) ; or

(b)    is a small proprietary company that has one or more CSF shareholders at any time during the financial year mentioned in subsection (1) ;

it may provide the reports, or the concise report, for that financial year by making a copy of the reports, or the concise report, readily accessible on a website.

314(1A)    

An offence based on subsection (1) is an offence of strict liability.

Concise report

314(2)    
A concise report for a financial year consists of:

(a)    a concise financial report for the year drawn up in accordance with accounting standards made for the purposes of this paragraph; and

(aa)    

the sustainability report for the year; and

(b)    

the directors ' report for the year (see sections 298 - 300A ); and

(c)    a statement by the auditor:

(i) that the financial report has been audited; and

(ii) whether, in the auditor ' s opinion, the concise financial report complies with the accounting standards made for the purposes of paragraph (a); and

(d)    a copy of any qualification in, and of any statements included in the emphasis of matter section of, the auditor ' s report on the financial report; and

(da)    

the auditor ' s report on the sustainability report for the year; and

(e)    a statement that the report is a concise report and that the full financial report and auditor ' s report will be sent to the member free of charge if the member asks for them.

314(2A)    

If paragraph (1AF)(a) or (b) applies to the company for the financial year mentioned in subsection (1) , apply subsection (2) to the company in relation to that financial year with the following modifications:

(a)    insert the words " if the company ' s financial report for the year is required to be audited - " at the start of each of paragraphs (2)(c) and (d) ;

(b)   omit the words " and that the full financial report and auditor ' s report will be sent to the member free of charge if the member asks for them " in paragraph (2)(e) .

314(3)    
If the accounting standards made for the purposes of paragraph (2)(a) require a discussion and analysis to be included in a concise financial report:

(a)    the auditor must report on whether the discussion and analysis complies with the requirements that the accounting standards lay down for the discussion and analysis; and

(b)    the auditor does not otherwise need to audit the statements made in the discussion and analysis.

314(4) - 314(6)    
(Repealed by No 101 of 2007, s 3, Sch 1, Pt 1 [ 40].)

SECTION 314AA   ANNUAL FINANCIAL REPORTING BY REGISTRABLE SUPERANNUATION ENTITIES TO MEMBERS  

314AA(1)    
A registrable superannuation entity must report to members for a financial year by providing all of the following reports:

(a)    the financial report for the year;

(aa)    

if the registrable superannuation entity is required to prepare a sustainability report for the year - the sustainability report;

(b)    the directors ' report for the year (see sections 298 , 299 and 300C );

(c)    the auditor ' s report on the financial report;

(d)    

the auditor ' s report on the sustainability report.

314AA(2)    
A registrable superannuation entity must provide the reports for a financial year by making a copy of the reports publicly available on the entity ' s website on and after the day on which the reports are lodged with ASIC under section 319 .

314AA(3)    
An offence based on subsection (1) is an offence of strict liability.

SECTION 314A   ANNUAL FINANCIAL REPORTING BY NOTIFIED FOREIGN PASSPORT FUNDS TO AUSTRALIAN MEMBERS  

314A(1)    
A notified foreign passport fund must report to Australian members of the fund for each financial year for the fund by providing Australian members with each of the following:

(a)    a copy of a report for the fund for the year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

(b)    a copy of each auditor ' s report that relates to the report mentioned in paragraph (a).

Note: Under the Passport Rules for this jurisdiction, the operator of a notified foreign passport fund must ensure that the financial report for the fund is audited and an audit report prepared.

314A(2)    

A notified foreign passport fund may provide the reports by sending them to each Australian member.

314A(3)    

If an Australian member of a notified foreign passport fund elects under subsection 110E(2) to be sent reports mentioned in this section in physical form or in electronic form, that election may also include an election to be sent the reports in English or in an official language of the home economy of the fund.

314A(4)    

If the member makes an election to be sent the reports in a language mentioned in subsection (3) of this section:

(a)    for the purposes of section 110F (failure to comply with member ' s election), such a report is not sent in a manner that complies with the election under section 110E unless it is sent in that language; and

(b)    for the purposes of paragraph 110F(4A)(c) , it is a requirement that such a report be sent in that language.

314A(5)    

A notified foreign passport fund must provide the reports in English to the extent that:

(a)    the reports are provided by sending them in accordance with paragraph 110D(1)(e) (sending documents by making them available on a website); or

(b)    the reports are provided to an Australian member for whom an election in accordance with subsection (3) of this section to be sent the reports in a particular language is not in force.

314A(6) - (8)    
(Repealed by No 69 of 2023, s 3, Sch 1[28] (effective 15 September 2023).)

314A(9)    

An offence based on subsection (1) or (5) is an offence of strict liability.

SECTION 315   DEADLINE FOR REPORTING TO MEMBERS  
Public companies and disclosing entities that are not registered schemes

315(1)    
A public company, or a disclosing entity that is not a registered scheme, must report to members under section 314 by the earlier of:

(a)    21 days before the next AGM after the end of the financial year; or

(b)    4 months after the end of the financial year.

Note: For the deadline for holding an AGM, see section 250N .

Small proprietary companies (shareholder direction under section 293)

315(2)    
If a shareholder direction is given to a small proprietary company under section 293 after the end of the financial year, the company must report to members under section 314 by the later of:

(a)    2 months after the date on which the direction is given; and

(b)    4 months after the end of the financial year.

Registered schemes

315(3)    
A registered scheme must report to members under section 314 within 3 months after the end of the financial year.

Note: Section 1232J applies this subsection to retail CCIVs in relation to their sub-funds.

Registrable superannuation entities

315(3AA)    

A registrable superannuation entity must report to members under section 314AA within 3 months after the end of the financial year.

Notified foreign passport funds

315(3A)    
A notified foreign passport fund must report to Australian members of the fund under section 314A within 3 months after the end of the financial year for the fund.

Other proprietary companies

315(4)    
A proprietary company that is not covered by subsection (1) or (2) must report to members under section 314 within 4 months after the end of the financial year.

315(5)    
(Repealed by No 9 of 2022, s 3, Sch 2[35] (effective 1 April 2022).)

315(6)    
(Repealed by No 69 of 2023, s 3, Sch 1[30] (effective 15 September 2023).)

SECTION 316   CHOICES FOR MEMBERS OF COMPANIES, REGISTERED SCHEMES OR DISCLOSING ENTITIES  

316(1)    

A member may request the company, registered scheme or disclosing entity to send them a full financial report, sustainability report (if one is required to be prepared) and the directors ' report and auditor ' s report.

316(1A)    

A request under subsection (1) may be a standing request or for a particular financial year. The member is not entitled to a report for a financial year earlier than the one before the financial year in which the request is made.

316(2)    

The time for complying with a request under subsection (1) is:

(a)    7 days after the request is received; or

(b)    the deadline for reporting under section 315 ;

whichever is later.

316(3)    

A full financial report, sustainability report, directors ' report and auditor ' s report are to be sent free of charge unless the member has already received a copy of them free of charge.

316(4)    

An offence based on subsection (2) or (3) is an offence of strict liability.

316(5)    

This section does not apply in relation to a company limited by guarantee.

SECTION 316AA  

316AA   CHOICES FOR AUSTRALIAN MEMBERS OF NOTIFIED FOREIGNPASSPORT FUNDS  
(Repealed by No 69 of 2023, s 3, Sch 1[31] (effective 15 September 2023).)

SECTION 316A   ANNUAL FINANCIAL AND SUSTAINABILITY REPORTING TO MEMBERS OF COMPANIES LIMITED BY GUARANTEE  

316A(1)    

A member of a company limited by guarantee may, by notifying the company (whether or not in writing), elect to receive the following reports:

(a)    the financial reports;

(aa)    

the sustainability reports;

(b)    the directors ' reports;

(c)    

the auditor ' s reports on the financial report;

(d)    

the auditor ' s reports on the sustainability report.

316A(2)    
If a member makes an election in a financial year, the election:

(a)    is made by the member for that financial year; and

(b)    is a standing election made by the member for each later financial year until the member changes the election.

316A(3)    

If the company prepares a financial report or a directors ' report for a financial year, or obtains an auditor ' s report on the financial report, the company must send a copy of the report, free of charge, to each member who has made an election for that financial year by the earlier of:

(a)    21 days before the next AGM after the end of the financial year; and

(b)    4 months after the end of the financial year.

Note: For the deadline for holding an AGM, see section 250N .

316A(3A)    

If the company prepares a sustainability report for a financial year, the company must send a copy of the report, free of charge, to each member who has made an election for that financial year by the earlier of:

(a)    21 days before the next AGM after the end of the financial year; and

(b)    4 months after the end of the financial year.

Note: For the deadline for holding an AGM, see section 250N .

316A(3B)    

If the company obtains an auditor ' s report on the sustainability report, the company must send a copy of the report, free of charge, to each member who has made an election for that financial year by the earlier of:

(a)    21 days before the next AGM after the end of the financial year; and

(b)    4 months after the end of the financial year.

Note: For the deadline for holding an AGM, see section 250N .

316A(4)    

If a member direction is given to a small company limited by guarantee under section 294A after the end of a financial year, subsection (3) does not apply and the company must send a copy of the reports that the company prepares or obtains as a result of the direction to each member who has made an election for that financial year by the later of:

(a)    2 months after the date on which the direction was given; and

(b)    4 months after the end of the financial year.

316A(5)    

An offence based on subsection (3) , (3A) , (3B) or (4) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 316B   ANNUAL SUSTAINABILITY REPORTING TO THE PUBLIC BY OTHER ENTITIES  

316B(1)    
If:

(a)    an entity is required to prepare a sustainability report for a financial year; and

(b)    the entity is not required by this Division to provide the sustainability report to members;

the entity must ensure that the sustainability report is publicly available on the entity ' s website on and after the day on which the report is lodged with ASIC under section 319 .

316B(2)    
An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability, see section 6.1 of the Criminal Code .

SECTION 317   CONSIDERATION OF REPORTS AT AGM  

317(1)    
The directors of a public company that is required to hold an AGM must lay before the AGM:

(a)    the financial report; and

(aa)    

the sustainability report (if one is required to be prepared); and

(b)    the directors ' reports; and

(c)    

the auditor ' s reports;

for the last financial year that ended before the AGM.

Note 1: If the company ' s first AGM is held before the end of its first financial year, there will be no reports to lay before the meeting.

Note 2: A public company that has only 1 member is not required to hold an AGM (see section 250N ).

Note 3: Section 250RA imposes on the auditor of a listed public company an obligation to attend or be represented at the AGM.

Note 4: This section does not apply to retail CCIVs: see section 1232K .

317(1A)    

Subsection (1) does not apply to a small company limited by guarantee in relation to a report if the company is not required under a member direction made under section 294A or an ASIC direction made under section 294B to prepare or obtain the report.

317(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 318   ADDITIONAL REPORTING BY DEBENTURE ISSUERS  

318(1)    

A company or disclosing entity that was a borrower in relation to debentures at the end of a financial year must give a copy of the annual financial report, sustainability report (if one is required to be prepared), directors ' report and auditor ' s report to the trustee for debenture holders by the deadline for the financial year set by section 315 .

Note: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232L .

318(2)    
A debenture holder may ask the company or disclosing entity that issued the debenture for copies of:

(a)    

the last reports provided to members under section 314 ; or

(b)    

the full financial report, sustainability report (if one was required to be prepared) and the directors ' report and auditor ' s reports for the last financial year.

318(3)    
The company or entity must give the debenture holder the copies as soon as practicable after the request and free of charge.

318(4)    
A disclosing entity that was a borrower in relation to debentures at the end of a half-year must give a copy of the half-year financial report, directors ' report and auditor ' s report to the trustee for debenture holders within 75 days after the end of the half-year.

318(5)    

An offence based on subsection (1) , (3) or (4) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

Division 5 - Lodging reports with ASIC  

SECTION 319   LODGMENT OF ANNUAL REPORTS WITH ASIC  

319(1)    

A company, registered scheme, registrable superannuation entity or disclosing entity that has to prepare or obtain a report for a financial year under Division 1 must lodge the report with ASIC. In the case of a company, registered scheme or disclosing entity, this obligation extends to a concise report provided to members under section 314 .

319(1AA)    
A notified foreign passport fund must lodge each of the following with ASIC for each financial year for the fund:

(a)    a copy of a report for the fund for the year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund;

(b)    a copy of each auditor ' s report that relates to the report mentioned in paragraph (a).

319(1A)    

An offence based on subsection (1) or (1AA) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

319(2)    

Subsection (1) does not apply to:

(a)    

a small proprietary company that prepares a report in response to:

(i) a shareholder direction under section 293 ; or

(ii) an ASIC direction under section 294 ;

if paragraph 292(2)(c) (about having CSF shareholders) does not also apply to the company for the financial year; and

(b)    a small company limited by guarantee that prepares a report in response to a member direction under section 294A or an ASIC direction under section 294B .

319(3)    
The time for lodgment is:

(a)    

within 3 months after the end of the financial year for a disclosing entity, registered scheme, registrable superannuation entity or notified foreign passport fund; and

(b)    within 4 months after the end of the financial year for anyone else.

Registrable superannuation entities

319(4)    

The regulations may require that the lodgment of a report by a registrable superannuation entity under subsection (1) must be in a prescribed manner.

319(5)    

A manner prescribed for the purposes of subsection (4) may involve electronic communication.

319(5A)    
(Repealed by No 180 of 2012, s 3, Sch 1[14].)

319(6)    

Subsection (5) does not limit subsection (4) .

319(7)    

Section 352 does not apply to the lodgment of a report if regulations are in force under subsection (4) of this section in relation to the lodgment of the report.

SECTION 320   LODGMENT OF HALF-YEAR REPORTS WITH ASIC  

320(1)    

A disclosing entity that has to prepare or obtain a report for a half-year under Division 2 must lodge the report with ASIC within 75 days after the end of the half-year.

320(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 321   ASIC POWER TO REQUIRE LODGMENT  

321(1)    

ASIC may give a company, registered scheme, registrable superannuation entity or disclosing entity a direction to lodge with ASIC a copy of reports prepared or obtained by it under Division 1 or 2 .

321(1AA)    

ASIC may give a notified foreign passport fund a direction to lodge with ASIC:

(a)    a copy of a report for the fund for a financial year, prepared in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund; and

(b)    a copy of each auditor ' s report that relates to the report mentioned in paragraph (a) .

321(1A)    

An offence based on subsection (1) or (1AA) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

321(2)    
The direction must:

(a)    be made in writing; and

(b)    specify the period or periods concerned; and

(c)    be made no later than 6 years after the end of the period or periods; and

(d)    specify the date by which the documents have to be lodged.

The date specified under paragraph (d) must be at least 14 days after the date on which the direction is given.

SECTION 322   RELODGMENT IF FINANCIAL REPORTS, SUSTAINABILITY REPORTS OR DIRECTORS ' REPORTS AMENDED AFTER LODGMENT  
Financial reports, sustainability reports and directors ' reports lodged by companies, registered schemes or disclosing entities

322(1)    

If a financial report, sustainability report or directors ' report is amended after it is lodged with ASIC, the company, registered scheme or disclosing entity must:

(a)    lodge the amended report with ASIC within 14 days after the amendment; and

(b)    give a copy of the amended report free of charge to any member who asks for it.

Reports on financial matters lodged by notified foreign passport funds

322(1A)    
If a report lodged with ASIC by a notified foreign passport fund is amended after it is lodged with ASIC, the notified foreign passport fund must:

(a)    lodge the amended report with ASIC within 14 days after the amendment; and

(b)    give a copy of the amended report free of charge to any Australian member who asks for it.

Notifying members if there is a material amendment

322(2)    
If the amendment is a material one, the company, registered scheme, notified foreign passport fund or disclosing entity must also notify members as soon as practicable of:

(a)    the nature of the amendment; and

(b)    their right to obtain a copy of the amended report under subsection (1) or (1A) .

Financial reports, sustainability reports and directors ' reports lodged by registrable superannuation entities

322(2A)    

If:

(a)    

a financial report, sustainability reports or directors ' report for a financial year relates to a registrable superannuation entity; and

(b)    the report is amended after it is lodged with ASIC;

the entity must, within 14 days after the amendment:

(c)    lodge the amended report with ASIC; and

(d)    make both of the following publicly available on the entity ' s website on and after the day on which the amended report is lodged with ASIC under paragraph (c) :

(i) a copy of the amended report;

(ii) a description of the nature of the amendment.

Offence

322(3)    

An offence based on subsection (1) , (1A) , (2) or (2A) is an offence of strict liability.

Note 1: For strict liability , see section 6.1 of the Criminal Code .

Note 2: This section applies to sub-funds of retail CCIVs in a modified form: see section 1232M .

Division 6 - Special provisions about consolidated financial and climate statements  

SECTION 323   DIRECTORS AND OFFICERS OF CONTROLLED ENTITY TO GIVE INFORMATION  

323(1)    

If a company, registered scheme, registrable superannuation entity or disclosing entity has to prepare consolidated financial statements or has to prepare climate statements, a director or officer of a controlled entity must give the company, registered scheme, registrable superannuation entity or disclosing entity all information requested that is necessary to prepare the consolidated financial statements and the notes to those statements or to prepare the climate statements.

323(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 323A   AUDITOR ' S POWER TO OBTAIN INFORMATION FROM CONTROLLED ENTITY  

323A(1)    

An auditor who audits or reviews a financial report that includes consolidated financial statements or a sustainability report that includes consolidated climate statements:

(a)    has a right of access at all reasonable times to the books of any controlled entity; and

(b)    may require any officer of the entity to give the auditor information, explanations or other assistance for the purposes of the audit or review.

A request under paragraph (b) must be a reasonable one.

323A(2)    

The information, explanations or other assistance required under paragraph (1)(b) is to be given at the expense of the company, registered scheme, registrable superannuation entity or disclosing entity whose financial report is being audited or reviewed.

SECTION 323B   CONTROLLED ENTITY TO ASSIST AUDITOR  

323B(1)    

If a company, registered scheme, registrable superannuation entity or disclosing entity has to prepare a financial report that includes consolidated financial statements or has to prepare a sustainability report as if a consolidated entity is a single entity, an officer or auditor of a controlled entity must:

(a)    allow the auditor for the company, scheme or entity access to the controlled entity's books; and

(b)    give the auditor any information, explanation or assistance required under section 323A .

323B(2)    

An offence based on subsection (1) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

SECTION 323C  

323C   APPLICATION OF DIVISION TO ENTITY THAT HAS CEASED TO BE CONTROLLED  

Sections 323 , 323A and 323B apply to the preparation or audit of a financial report or sustainability report that covers a controlled entity even if the entity is no longer controlled by the company, registered scheme, registrable superannuation entity or disclosing entity whose reports are being prepared or audited.

Division 7 - Financial years and half-years  

SECTION 323D   MEANING OF FINANCIAL YEAR AND HALF-YEAR - COMPANY, REGISTERED SCHEME AND DISCLOSING ENTITY  
First financial year

323D(1)    
The first financial year for a company, registered scheme or disclosing entity starts on the day on which it is registered or incorporated. It lasts for 12 months or the period (not longer than 18 months) determined by the directors.

Financial years after first year

323D(2)    

Subject to subsections (2A) and (4) , subsequent financial years must:

(a)    start at the end of the previous financial year; and

(b)    be 12 months long.

The directors may determine that the financial year is to be shorter or longer (but not by more than 7 days).

323D(2A)    

A subsequent financial year may last for a period of less than 12 months determined by the directors if:

(a)    the subsequent financial year starts at the end of the previous financial year; and

(b)    there has not been a period during the previous 5 financial years in which there was a financial year of less than 12 months in reliance on this subsection; and

(c)    the change to the subsequent financial year is made in good faith in the best interests of the company, registered scheme or disclosing entity.

Note: For the purposes of paragraph (b), financial years that, in reliance on subsection (2) or (4) , were less than 12 months are disregarded.

Synchronisation of financial years where consolidated financial statements are required

323D(3)    
A company, registered scheme or disclosing entity that has to prepare consolidated financial statements must do whatever is necessary to ensure that the financial years of the consolidated entities are synchronised with its own financial years. It must achieve this synchronisation by the end of 12 months after the situation that calls for consolidation arises.

323D(3A)    

An offence based on subsection (3) is an offence of strict liability.

Note: For strict liability , see section 6.1 of the Criminal Code .

323D(4)    
To facilitate this synchronisation, the financial year for a controlled entity may be extended or shortened. The extended financial year cannot be longer than 18 months.

Half-years

323D(5)    
A half-year for a company, registered scheme or disclosing entity is the first 6 months of a financial year. The directors may determine that the half-year is to be shorter or longer (but not by more than 7 days).

SECTION 323DAAA   FINANCIAL YEARS FOR REGISTRABLE SUPERANNUATION ENTITIES  

323DAAA(1)    
The financial year for a registrable superannuation entity is the entity ' s year of income (within the meaning of the Superannuation Industry (Supervision) Act 1993 ).

Synchronisation of financial years where consolidated financial statements are required

323DAAA(2)    
A registrable superannuation entity that has to prepare consolidated financial statements must do whatever is necessary to ensure that the financial years of the consolidated entities are synchronised with its own financial years. It must achieve this synchronisation by the end of 12 months after the situation that calls for consolidation arises.

323DAAA(3)    
An offence based on subsection (2) is an offence of strict liability.

323DAAA(4)    
To facilitate this synchronisation, the financial year for a controlled entity may be extended or shortened. The extended financial year cannot be longer than 18 months.

SECTION 323DAA  

323DAA   MEANING OF FINANCIAL YEAR - NOTIFIED FOREIGN PASSPORT FUND  
A financial year for a notified foreign passport fund means:

(a)    a period of 12 months in relation to which the operator of the fund must, under the Passport Rules for the home economy for the fund, prepare a report in accordance with the financial reporting requirements applying to the fund under those Passport Rules; or

(b)    if, under the law of the home economy for the fund, an exception allows a report in accordance with the financial reporting requirements applying to the fund under the Passport Rules for the home economy for the fund to be prepared for a shorter or longer period - that period.

Division 8 - Disclosure by listed companies of information filed overseas  

SECTION 323DA   LISTED COMPANIES TO DISCLOSE INFORMATION FILED OVERSEAS  

323DA(1)   [ Disclosure to overseas exchange]  

A company that discloses information to, or as required by:

(a) the Securities and Exchange Commission of the United States of America; or

(b) the New York Stock Exchange; or

(c) a financial market in a foreign country if that financial market is prescribed by regulations made for the purposes of this paragraph;

must disclose that information in English to each relevant market operator, if the company is listed on the next business day after doing so.

323DA(2)    
(Repealed by No 122 of 2001, s 3, Sch 1, Pt 2 [ 357] (effective 11 March 2002).)

323DA(3)   [ Paramountcy]  

This section applies despite anything in the company's constitution.

Division 9 - Disclosure by listed entities of information about jobkeeper payments  

SECTION 323DB   REQUIREMENT TO NOTIFY MARKET OPERATOR ABOUT JOBKEEPER PAYMENTS  

323DB(1)    
A listed entity must give each relevant market operator a notice, for release to the market, in accordance with this section for a financial year if the listed entity, or a subsidiary of the listed entity, received a jobkeeper payment (within the meaning of the Coronavirus Economic Response Package (Payments and Benefits) Rules 2020 ) in the financial year.

323DB(2)    
The notice must set out the following information for the financial year:

(a)    the listed entity ' s name and ABN;

(b)    the number of individuals for whom the listed entity or a subsidiary of the listed entity received a jobkeeper payment for a jobkeeper fortnight (within the meaning of the Coronavirus Economic Response Package (Payments and Benefits) Rules 2020 ) that ended in the financial year;

(c)    the sum of all jobkeeper payments the listed entity and each subsidiary of the listed entity received in a jobkeeper fortnight that ended in the financial year;

(d)    whether or not the listed entity or a subsidiary of the listed entity has made one or more voluntary payments (whether or not in the financial year) to the Commonwealth by way of a repayment of jobkeeper payments received by the listed entity or a subsidiary of the listed entity in the financial year;

(e)    if the listed entity or a subsidiary of the listed entity has made such a voluntary payment or payments - the sum of those payments.

323DB(3)    
The notice must be given:

(a)    if the listed entity has lodged a report for the financial year under Division 1 with ASIC on or before the day on which Schedule 3 of the Treasury Laws Amendment (2021 Measures No. 2) Act 2021 commenced - within 60 days after that day; or

(b)    otherwise - within 60 days after the listed entity lodges a report for the financial year under Division 1 with ASIC.

323DB(4)    
If the listed entity becomes aware that a notice given in accordance with this section for a financial year has become out of date or is otherwise not correct, the listed entity must give each relevant market operator, for release to the market, an updated notice within 60 days of becoming so aware.

323DB(5)    
An offence based on subsection (1) or (4) is an offence of strict liability.

SECTION 323DC   ASIC MUST PUBLISH REPORT  

323DC(1)    

ASIC must publish on its website a consolidated report of all notices given to relevant market operators under section 323DB and released to the market.

323DC(2)    
ASIC must publish the consolidated report as soon as practicable after a notice or notices under that section are released to the market.

323DC(3)    
ASIC must ensure the consolidated report is regularly updated.