1. Chapter 16 Accounts and Reporting
Corporate Governance

2. Corporate Reporting
Financial records required under the Corporations Act:
1. Records that:
Correctly record and explain transactions and financial position and performance and,
Would enable true and fair financial statements to be prepared and audited.
Must be retained for 7 years after the transaction has been completed.
Corporate Governance

3. Corporate Reporting Continued
2. Minute Books (S251A) record: Proceedings and resolutions of members’ and directors’ meetings. Resolutions passed with a meeting. Declarations by the director. Members are entitled to inspect and request copies of these under S251B.
Corporate Governance

4. Corporate Reporting Continued
3. Register of members, option holders and debenture holders, S Register of charges, S271. In respect of creditors whom have been provided assets as security. 5. Register of relevant interests: S627DA
Corporate Governance

5. Lodgement with ASIC
S121 – a company must lodge an address in Australia as the registered office. This serves as a point of contact for the public, as well as a location to store records. Annual Review ASIC require an annual review and an annual review fee. The review date is the anniversary of the company’s registration. Other lodgements include informing ASIC of certain changes when they occur, such as a change in director.
Corporate Governance

6. Financial Reporting
Financial reporting requirements differ according to company size and nature:
Corporate Governance

7. Financial Reports S295 defines financial reports as including:
Financial statements for the year for the company
Statement of Comprehensive Income
Statement of Financial Balance
Statement of Cash Flows
Notes
A directors’ declaration
Corporate Governance

8. Other Requirements Must comply with S296 accounting standards.
Must give a true and fair view of financial standing.
Must be audited according to S301.
Must be sent to company members 21 days before a AGM.
They must be lodged with ASIC four months before the end of the financial year.
Corporate Governance

9. Directors’ Report
Must be prepared by every company, except a proprietary company at the request of members (S298).
Includes:
Operations and results
Principal activities
Post balance-date events that will have an impact
Future developments
Compliance with environmental regulation
Information for shareholders
Corporate Governance

10. Directors’ Report Continued
Specific items to be included are found in S300 and S300A. They are:
Directors’ details.
Dividends paid or recommended.
Options over unissued shares.
Indemnities given and insurance premiums paid.
Copy of the auditor’s independence declaration.
And for listed companies:
Directors’ interests in company securities
Any other directorships held in the last three years
Non audit services provided by the auditor
Derivative proceedings under S237
Report on directors’ remuneration: S300A
Corporate Governance

11. Half-yearly Reporting
Disclosing entities must produce a half-yearly report that must be audited. However, these need not be send to auditors. They should be lodged with ASIC.
Corporate Governance

12. Continuous Disclosure
Arising from ASX Rules and the Corporations Act S , a company must keep stock market participants informed of events related to the companies performance.
Corporate Governance

13. Remuneration Reports
S300A states that directors of listed companies must prepare a reuneration report that details policy and practices for directors, secretaries and management. The report must be put to the AGM.
Corporate Governance