Corporations Regulations 2001

CHAPTER 2M - FINANCIAL REPORTS AND AUDIT  

PART 2M.3 - FINANCIAL REPORTING  

Division 1 - Annual financial reports and directors ' reports  

REGULATION 2M.3.03   PRESCRIBED DETAILS (ACT s 300A)  

2M.3.03(1)    

For paragraph 300A(1)(c) of the Act, the details set out in the table relating to a person are prescribed.

Item	Condition (if any)	Details
General
1		The person ' s name
2		Each position held by the person in the financial year
3	If the person has held a position mentioned in item 2 for less than the whole financial year	(a)	The date on which the person began holding the position
		(b)	The date (if any) on which the person ceased to hold the position
4	If there has been a change in the chief executive officer or a director of the entity during the period:	(a)	The name of each person involved in the change
	(a)	starting immediately after the reporting date; and	(b)	The position involved
	(b)	ending immediately before the date on which the financial report is authorised for issue	(c)	The date on which the change occurred
5	If a person (other than a director or chief executive officer) has retired during the period:	(a)	The person ' s name
	(a)	starting immediately after the reporting date; and	(b)	The position involved
	(b)	ending immediately before the date on which the financial report is authorised for issue	(c)	The date on which the retirement took effect
Payments and benefits
6	Note See subregulation (2).	The person ' s short-term employee benefits, divided into at least the following components:
		(a)	cash salary, fees and short-term compensated absences;
		(b)	short-term cash profit-sharing and other bonuses;
		(c)	non-monetary benefits;
		(d)	other short-term employee benefits
7	Note See subregulation (2).	The person ' s post-employment benefits, divided into at least the following components:
		(a)	pension and superannuation benefits;
		(b)	other post-employment benefits
8	Note See subregulation (2).	The person ' s long-term employee benefits other than benefits mentioned in items 6 and 7, separately identifying any amount attributable to a long-term incentive plan
9	Note See subregulation (2).	The person ' s termination benefits
10	For any position the person started to hold during the financial year	Payments (if any) made to the person, before the person started to hold the position, as part of the consideration for the person agreeing to hold the position, including:
		(a)	the monetary value of the payment; and
		(b)	the date of the payment
11	Note See subregulation (2).	Share-based payments made to the person, divided into at least the following components:
		(a)	equity-settled share-based payment transactions, showing separately:
					(i)	shares and units; and
					(ii)	options and rights;
		(b)	cash-settled share-based payment transactions;
		(c)	all other forms of share-based payment compensation (including hybrids)
Compensation
12	For each grant of a cash bonus, performance-related bonus or share-based payment compensation benefit made to a person, whether part of a specific contract for services or not	The terms and conditions of each grant affecting compensation in the reporting period or a future reporting period, including the following:
		(a)	the grant date;
		(b)	the nature of the compensation granted;
		(c)	the service and performance criteria used to determine the amount of compensation;
		(d)	if there has been any alteration of the terms or conditions of the grant since the grant date - the date, details and effect of each alteration;
		(e)	the percentage of the bonus or grant for the financial year that was paid to the person, or that vested in the person, in the financial year;
		(f)	the percentage of the bonus or grant for the financial year that was forfeited by the person (because the person did not meet the service and performance criteria for the bonus or grant) in the financial year;
		(g)	the financial years, after the financial year to which the report relates, for which the bonus or grant will be payable if the person meets the service and performance criteria for the bonus or grant;
		(h)	estimates of the maximum and minimum possible total value of the bonus or grant (other than option grants) for financial years after the financial year to which the report relates
13	For each contract for services between a person and the disclosing entity (or any of its subsidiaries)	Any further explanation that is necessary in addition to those prescribed in paragraph 300A(1)(ba) of the Act and item 12 to provide an understanding of:
		(a)	how the amount of compensation in the current reporting period was determined; and
		(b)	how the terms of the contract affect compensation in future periods
14	If the terms of share-based payment transactions (including options or rights) granted as compensation to key management personnel have been altered or modified by the disclosing entity or any of its subsidiaries during the reporting period	(a)	The date of the alteration
		(b)	The market price of the underlying equity instrument at the date of the alteration
		(c)	The terms of the grant of compensation immediately before the alteration, including:
					(i)	the number and class of the underlying equity instruments, exercise price; and
					(ii)	the time remaining until expiry; and
					(iii)	each other condition in the terms that affects the vesting or exercise of an option or other right
		(d)	The new terms
		(e)	The difference between:
					(i)	the total of the fair value of the options or other rights affected by the alteration immediately before the alteration; and
					(ii)	the total of the fair value of the options or other rights immediately after the alteration
15	If options and rights over an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries have been provided as compensation to a person during the reporting period	(a)	The number of options and the number of rights that:
	Note See subregulation (3).		(i)	have been granted; and
					(ii)	have vested;
					during the reporting period
		(b)	The terms and conditions of each grant made during the reporting period, including:
					(i)	the fair value per option or right at grant date; and
					(ii)	the exercise price per share or unit; and
					(iii)	the amount, if any, paid or payable by the recipient; and
					(iv)	the expiry date; and
					(v)	the date or dates when the options or rights may be exercised; and
					(vi)	a summary of the service and performance criteria that must be met before the beneficial interest vests in the person
16	If an equity instrument that is issued or issuable by the disclosing entity or any of its subsidiaries has been provided as a result of the exercise during the reporting period of options and rights that have been granted as compensation to a person	(a)	The number of equity instruments
	Note See subregulation (3).	(b)	If the number of options or rights exercised differs from the number of equity instruments disclosed under paragraph (a) - the number of options or rights exercised
		(c)	The amount paid per instrument
		(d)	The amount unpaid per instrument
Remuneration disclosure
17	For an option or right over equity instruments:	The number of each of the following:
	(a)	issued or issuable by the disclosing entity or any of its subsidiaries; and	(a)	options and rights held at the start of the reporting period;
	(b)	held, whether directly, indirectly or beneficially, by any of the following:	(b)	options and rights granted during the reporting period as compensation;
		(i)	each key management person;	(c)	options and rights exercised during the reporting period;
		(ii)	a close member of the family of that person;	(d)	options and rights resulting from any other change during the reporting period;
		(iii)	an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence	(e)	options and rights held at the end of the reporting period;
				(f)	options and rights vested at the end of the reporting period;
				(g)	options and rights vested and exercisable at the end of the reporting period;
				(h)	options and rights vested and unexercisable at the end of the reporting period
18	For an equity instrument (other than an option or a right):	The number of each of the following:
	(a)	issued or issuable by the disclosing entity or any of its subsidiaries; and	(a)	equity instruments held at the start of the reporting period;
	(b)	held, whether directly, indirectly or beneficially, by any of the following:	(b)	equity instruments granted during the reporting period as compensation;
		(i)	each key management person;	(c)	equity instruments received during the reporting period on the exercise of an option or right;
		(ii)	a close member of the family of that person;	(d)	equity instruments resulting from any other change during the reporting period;
		(iii)	an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence	(e)	equity instruments held at the end of the reporting period;
				(f)	equity instruments if included in the number disclosed under paragraph (e), held nominally at the end of the reporting period
19	For a transaction (other than share-based payment compensation) that:	(a)	The nature of each different type of transaction
	(a)	involves an equity instrument issued or issuable by the disclosing entity or any of its subsidiaries; and	(b)	For each transaction, the terms and conditions of the transaction
	(b)	has occurred, during the reporting period, between the disclosing entity or any of its subsidiaries and any of the following:
		(i)	a key management person;
		(ii)	a close member of the family of that person;
		(iii)	an entity over which the person or the family member has, either directly or indirectly, control, joint control or significant influence;
	if the terms or conditions of the transaction were more favourable than those that it is reasonable to expect the entity would adopt if dealing at arms-length with an unrelated person
20	For the aggregate of loans made, guaranteed or secured, directly or indirectly, by the disclosing entity and any of its subsidiaries, in the reporting period in relation to:	(a)	The amount outstanding at the start of the reporting period
	(a)	all key management personnel; and	(b)	The amount of interest paid and payable in the reporting period to the disclosing entity or to any of the entity ' s subsidiaries
	(b)	close members of the family of a member of the key management personnel; and	(c)	The difference between the amount disclosed under paragraph (b) and the amount of interest that would have been charged on an arms-length basis
	(c)	an entity over which any of the persons mentioned in paragraphs (a) and (b) have, directly or indirectly, control, joint control or significant influence	(d)	Each write-down and each allowance for doubtful receivables recognised by the disclosing entity or by any of the entity ' s subsidiaries
		(e)	The amount outstanding at the end of the reporting period
		(f)	The number of key management personnel included in the group aggregate at the end of the reporting period
		(g)	A summary of the terms and conditions of the loans
21	If the aggregate of loans made, guaranteed or secured, directly or indirectly, by the disclosing entity and any of its subsidiaries, in the reporting period in relation to:	(a)	The amount outstanding at the start of the reporting period
	(a)	a particular key management person; and	(b)	The amount of interest paid and payable in the reporting period to the disclosing entity or to any of the entity ' s subsidiaries
	(b)	close members of the family of the key management person; and	(c)	The difference between the amount disclosed under paragraph (b) and the amount of interest that would have been charged on an arms-length basis
	(c)	an entity over which any of the persons mentioned in paragraphs (a) and (b) has, directly or indirectly, control, joint control or significant influence;	(d)	Each write-down and each allowance for doubtful receivables recognised by the disclosing entity or by any of the entity ' s subsidiaries
	is greater than $100 000	(e)	The amount outstanding at the end of the reporting period
		(f)	The highest amount of the key management person ' s indebtedness during the reporting period
		(g)	A summary of the terms and conditions of the loans
22	For a transaction during the reporting period between the disclosing entity, or any of its subsidiaries, and a key management person, a close member of the family of that person, or an entity over which the key management person or the family member has, directly or indirectly, control, joint control or significant influence, other than a transaction mentioned in item 19, 20 or 21 or subregulation (3B)	(a)	Each type of transaction of a different nature
		(b)	The terms and conditions of each type of transaction or, if there are different categories of terms and conditions within a type of transaction, the terms and conditions of each category of transaction
		(c)	For each type of transaction or, if there are different categories of terms and conditions within a type of transaction, for each category of transaction:
					(i)	the names of the persons involved in the transaction; and
					(ii)	the aggregate amount recognised
23	For each aggregate amount disclosed under item 22	(a)	The total of amounts recognised as revenue, separately identifying, if applicable, the total amounts recognised as:
			(i)	interest revenue; or
			(ii)	dividend revenue
		(b)	The total of amounts recognised as expense, separately identifying, if applicable, the total amounts recognised as:
			(i)	interest expense; or
			(ii)	write-downs of receivables and allowances made for doubtful receivables
		(c)	Any further disclosures necessary to provide an understanding of the effects of the transactions on the financial statements prepared in accordance with Australian Accounting Standards
24	For each transaction identified under item 22	(a)	The total of all assets, classified into current and non-current assets, and, if applicable, any allowance for doubtful receivables at the end of the reporting period
		(b)	The total of all liabilities, classified into current and non-current liabilities

2M.3.03(2)    
For items 6, 7, 8, 9 and 11 of the table:

(a) the information of the kind described in the item for the previous financial year must also be disclosed in the financial year to which the item relates (to give comparative information for the purposes of the item); but

(b) paragraph (a) does not apply in relation to the first financial year in which paragraph 300A(1)(c) of the Act applies in relation to a person.

Note: The effect of paragraph (b) is that no comparative information is required in the first period of reporting on a specific individual.

2M.3.03(3)    

For items 15 to 19 of the table, a disclosure required by the item must:

(a) be separated into each class of equity instrument; and

(b) identify each class of equity instrument by:

(i) the name of the disclosing entity or the relevant subsidiary that issued the equity instrument; and

(ii) the class of equity instrument; and

(iii) if the instrument is an option or right - the class and number of equity instruments for which it may be exercised.

2M.3.03(3A)    

For items 20 and 21 of the table in subregulation (1), loans do not include loans involved in transactions that are in substance options, including non-recourse loans.

2M.3.03(3B)    
A transaction with, or an amount that is receivable from or payable under a transaction to, a key management person, a close member of the family of that person, or an entity over which the person or the family member has, directly or indirectly, control, joint control or significant influence, is excluded from the requirements of items 22 to 24 if:

(a) the transaction occurs within a normal employee, customer or supplier relationship on terms and conditions no more favourable than those that it is reasonable to expect the entity would have adopted if dealing at arms-length with an unrelated person; and

(b) information about the transaction does not have the potential to affect adversely decisions about the allocation of scarce resources made by users of the financial statements, or the discharge of accountability by the key management person; and

(c) the transaction is trivial or domestic in nature.

2M.3.03(3C)    
Items 17 to 24 of the table in subregulation (1) apply in relation to a directors ' report for a financial year commencing on or after 1 July 2013.

2M.3.03(4)    

For subregulation (1), a company must apply the requirements of relevant accounting standards when disclosing the information mentioned in the subregulation.

2M.3.03(5)    
In subregulation (1), an expression that is:

(a) used in the subregulation; and

(b) defined in a relevant accounting standard that is applied for the purpose of disclosing information;

has the meaning given by that accounting standard.