Corporations Regulations 2001

CHAPTER 2M - FINANCIAL REPORTS AND AUDIT  

PART 2M.3 - FINANCIAL REPORTING  

Division 1 - Annual financial reports and directors ' reports  

REGULATION 2M.3.04   PRESCRIBED DETAILS - ANNUAL DIRECTORS ' REPORT OF A REGISTRABLE SUPERANNUATION ENTITY  

2M.3.04(1)    
For the purposes of paragraph 300C(1)(a) of the Act, the details in the following table in relation to the remuneration of each member of the key management personnel of a registrable superannuation entity are prescribed.

Prescribed details
Item	Applicable members	Details
General
1	Each member	The name of the member
2	Each member who:	The date on which the member:
	(a)	began to hold a position as a member of the key management personnel during the most recently completed financial year; or	(a)	began holding the position; or
	(b)	retired from a position as a member of the key management personnel during the most recently completed financial year	(b)	retired from the position
3	Each member whose position changed during the most recently completed financial year	Both of the following:
		(a)	the member ' s name and position;
		(b)	when the change occurred
4	Each member who retired during the most recently completed financial year	Both of the following:
		(a)	the member ' s name and position;
		(b)	when the retirement took effect
Payments and benefits
5	Each member	The short-term employee benefits of the member for the most recently completed financial year, 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
6	Each member	The post-employment benefits of the member for the most recently completed financial year, divided into at least the following components:
		(a)	pension and superannuation benefits;
		(b)	other post-employment benefits
7	Each member	The long-term employee benefits other than benefits mentioned in items 5 and 6 for the member for the most recently completed financial year (any amount attributable to a long-term incentive plan being separately identified)
8	Each member whose position as a member of the key management personnel was terminated during the most recently completed financial year	The member ' s termination benefits
9	Each member who:	Details of the payment, including:
	(a)	began to hold a position as a member of the key management personnel during the most recently completed financial year; and	(a)	the monetary value of the payment; and
	(b)	received a payment as part of the consideration for agreeing to hold the position	(b)	the date of the payment
10	Each member	The share-based payments made to the member during the most recently completed financial year, 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
11	If a grant of a cash bonus, performance-related bonus or share-based payment compensation benefit, whether part of a specific contract for services or not, was made to a member during the most recently completed financial year - each such member	The terms and conditions of each grant affecting compensation, 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 member, or that vested in the member, in the financial year;
		(f)	the percentage of the bonus or grant for the financial year that was forfeited by the member (because the member did not meet the service and performance criteria for the bonus or grant) in the financial year;
		(g)	the financial years, after the most recently completed financial year, for which the bonus or grant will be payable if the member 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 most recently completed financial year
12	If, during the most recently completed financial year, a contract for services was negotiated between the RSE licensee and a member - each such member	An explanation of:
		(a)	how the amount of compensation was determined; and
		(b)	how the terms of the contract affect compensation in future periods
13	If the terms of share-based payment transactions (including options or rights) granted as compensation to a member were altered or modified by the RSE licensee during the most recently completed financial year - each such member	All of the following:
		(a)	the date of the alteration or modification;
		(b)	the market price of the underlying equity instrument at the date of the alteration or modification;
		(c)	the terms of the grant of compensation immediately before the alteration or modification, including:
			(i)	the number and class of the underlying equity instruments; and
			(ii)	the exercise price for any option or other right affected by the alteration or modification, immediately before and after the alteration or modification; and
			(iii)	the time remaining until expiry of the underlying equity instruments; and
			(iv)	each other condition in the terms affecting the vesting or exercise of an option or other right;
		(d)	the modified or altered terms;
		(e)	the difference between:
			(i)	the total of the fair value of the options or other rights affected by the alteration or modification immediately before the alteration or modification; and
			(ii)	the total of the fair value of the options or other rights immediately after the alteration or modification
14	If, during the most recently completed financial year, options and rights over an equity instrument issued or issuable by the RSE licensee or by a related body corporate were provided as compensation to a member - each such member	All of the following:
		(a)	the number of options and the number of rights that, during the financial year, were:
			(i)	granted; and
			(ii)	vested;
		(b)	the terms and conditions of each grant made during the financial year, 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 member; and
			(iv)	the expiry date of the grant; and
			(v)	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 member
15	If an equity instrument that is issuable by the RSE licensee or a related body corporate was issued as a result of the exercise, during the most recently completed financial year, of options and rights that were granted as compensation to a member - each such member	All of the following:
		(a)	how many equity instruments were issued;
		(b)	if the number of options or rights exercised differs from the number of equity instruments disclosed under paragraph (a) - how many options or rights were exercised;
		(c)	the amount paid under each instrument;
		(d)	the amount payable under each instrument that is yet to be paid
16	If an amount attributable to the service of a member for the most recently completed financial year is paid to an organisation or entity rather than to the member - each such member	Both of the following:
		(a)	the amount;
		(b)	the name of the organisation or entity

2M.3.04(2)    
If:

(a)    a member of the key management personnel receives a payment, benefit or compensation from a related party of the registrable superannuation entity; and

(b)    all or part of the payment, benefit or compensation relates to work performed for the registrable superannuation entity;

then, to the extent that the payment, benefit or compensation relates to that work, the table applies to the payment, benefit or compensation in the same way as if it were paid or given by the registrable superannuation entity.

2M.3.04(3)    
The details referred to in item 14 or 15 of the table must be separated into each class of equity instrument, and each class of equity instrument must be identified by:

(a)    the name of the issuing entity; and

(b)    the class of equity instrument; and

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

Accounting standards apply to the reporting of prescribed details

2M.3.04(4)    
The details are to be determined in accordance with the requirements of any relevant accounting standards.

2M.3.04(5)    
If an expression used in the table, or in subregulation (2) or (3) , is defined in a relevant accounting standard, the expression has the meaning given by the standard.