134Directors’ reports

#### 134 Directors’ reports 134 Directors’ reports > > (1) The directors of a society, other than a society to which subsection (2) applies, must, before (but not more than 6 weeks before) the day before which the accounts for its last financial year are required under this Division to be prepared, cause to be prepared a report, prepared in accordance with a resolution of the directors and signed by at least 2 directors— > > > > > (a) stating the names of the directors in office at the date of the report and specifying for each director— > > > > > > > (i) the qualifications, experience and special responsibilities (if any) of the director, and > > > > > > > (ii) the number, type and class of any securities for which the society is required to keep particulars, for the director, under section 118 (Register of directors etc), and > > > > > > > (iii) any interest of the director in a contract or proposed contract with the society, being an interest declared by the director under Division 1 (Directors and officers) since the commencement of this section or the date on which particulars were last given under this paragraph, and > > > > > (b) stating that— > > > > > > > (i) the society keeps a register under section 118 containing information about the directors, and > > > > > > > (ii) the register is open for inspection by any member of the society without fee and by any other person on payment of the amount (if any) prescribed by the society’s rules, and > > > > > (c) stating— > > > > > > > (i) the principal activities of the society during its last financial year and any significant change in the nature of those activities that happened during that financial year, and > > > > > > > (ii) the net amount of the profit or loss of the society for that financial year after provision for income tax, and > > > > > > > (iii) the amount (if any) that the directors recommend should be paid by way of dividend and any such amounts that have been paid or declared since the commencement of that financial year, indicating which of those amounts (if any) have been shown in a previous report under this subsection or subsection (2), and > > > > > (d) containing a review of the operations of the society during that financial year and of the results of those operations, and > > > > > (e) giving particulars of any significant change in the state of affairs of the society that happened during that financial year, and > > > > > (f) giving particulars of any matter or circumstance that has arisen since the end of that financial year and that has significantly affected or may significantly affect— > > > > > > > (i) the operations of the society, or > > > > > > > (ii) the results of those operations, or > > > > > > > (iii) the state of affairs of the society, > > > > > > in financial years subsequent to that financial year, and > > > > > (g) referring to— > > > > > > > (i) likely developments in the operations of the society, and > > > > > > > (ii) the expected results of those operations, > > > > > > in financial years subsequent to that financial year. > > > (2) The directors of a society that is a holding society in relation to a financial year must, before (but not more than 6 weeks before) the day before which the group accounts for that financial year are required under this Division to be prepared, cause to be prepared a report, prepared in accordance with a resolution of the directors and signed by at least 2 directors— > > > > > (a) stating the names of the directors in office at the date of the report and specifying for each director— > > > > > > > (i) the qualifications, experience and special responsibilities (if any) of the director, and > > > > > > > (ii) the number, type and class of any securities for which the society is required to keep particulars, for the director, under section 118 (Register of directors etc), and > > > > > > > (iii) any interest of the director in a contract or proposed contract with the society, being an interest declared by the director under Division 1 (Directors and officers) since the commencement of this section or the date on which particulars were last given under this paragraph, and > > > > > (b) stating that— > > > > > > > (i) the society keeps a register under section 118 containing information about the directors, including details of each director’s interests in securities issued by the society, and > > > > > > > (ii) the register is open for inspection by any member of the society, without fee, and by any other person, on payment of the amount (if any) prescribed by the society’s rules, and > > > > > (c) stating— > > > > > > > (i) the principal activities of the entities in the group during that financial year and any significant change in the nature of those activities that happened during that period (even if the entities were not part of the group during all of the financial year), and > > > > > > > (ii) the net amount of the consolidated profit or loss of the entities in the group for that financial year after provision for income tax and after deducting from that consolidated profit or loss any amounts that should properly be attributed to any person other than an entity in the group, and > > > > > > > (iii) the amount (if any) that the directors of the society recommend should be paid by way of dividend, and any such amounts that have been paid or declared since the commencement of that financial year, indicating which of those amounts (if any) have been shown in a previous report under this subsection or subsection (1), and > > > > > (d) containing a review of the operations of the group during that financial year and of the results of those operations, and > > > > > (e) giving particulars of any significant change in the state of affairs of the group that happened during that financial year, and > > > > > (f) giving particulars of any matter or circumstance that has arisen since the end of that financial year and that has significantly affected or may significantly affect— > > > > > > > (i) the operations of the group, or > > > > > > > (ii) the results of those operations, or > > > > > > > (iii) the state of affairs of the group, > > > > > > in financial years subsequent to that financial year, and > > > > > (g) referring to— > > > > > > > (i) likely developments in the operations of the group, and > > > > > > > (ii) the expected results of those operations, > > > > > > in financial years subsequent to that financial year. > > > (3) If, in the opinion of the directors of a society, it would prejudice the interests of the society if any particular information required under subsection (1) (f) or (2) (f) were to be included in a report— > > > > > (a) the information need not be so included, and > > > > > (b) the report must contain a statement that some, or all (as the case may require) of the information required under subsection (1) (f) or (2) (f) has not been included in the report. > > > (4) If a society, or an entity controlled by a holding society, has at any time granted to a person an option to have issued to him or her shares in the society or entity, the directors must state in the report— > > > > > (a) in the case of an option granted by a holding society, or an entity controlled by a holding society, the name of the body granting the option, and > > > > > (b) in the case of an option granted during the financial year or since the end of the financial year— > > > > > > > (i) the name of the person to whom the option was granted or, where it was granted generally to all the holders of shares or debentures or of a class of shares or debentures of that society or entity, that the option was so granted, and > > > > > > > (ii) the number and classes of shares in relation to which the option was granted, and > > > > > > > (iii) the date of expiration of the option, and > > > > > > > (iv) the basis upon which the option is or was to be exercised, and > > > > > > > (v) whether any person entitled to exercise the option had or has any right, by virtue of the option, to participate in any share issue of any other body corporate, and > > > > > (c) particulars of shares issued, during the financial year or since the end of the financial year, by virtue of the exercise of an option, and > > > > > (d) the number and classes of unissued shares under option as at the date of the report, the prices, or the method of fixing the prices, of issue of those shares, the dates of expiration of the options and particulars of the rights (if any) of the holders of the options to participate by virtue of the options in any share issue of any other body corporate. > > > (5) If any of the particulars required by subsection (4) have been stated in a previous report, they may be stated by reference to that report. > > > (6) The report must set out whether or not, during the financial year or since the end of the financial year, a director has received, or has become entitled to receive, a benefit because of a contract that— > > > > > (a) the director, or > > > > > (b) a firm of which the director is a member, or > > > > > (c) an entity in which the director has a substantial financial interest, > > > > has made (during that or any other financial year) with— > > > > > (d) the society, or > > > > > (e) an entity that the society controlled, or a body corporate that was related to the society, when the contract was made or when the director received, or became entitled to receive, the benefit (if any). > > > (7) If so, the report must set out the general nature of each such benefit that a director has so received or to which a director has so become entitled. > > > (8) Subsections (6) and (7) do not apply to— > > > > > (a) a benefit included in the aggregate amount of emoluments received or due and receivable, by directors shown in accordance with any regulations in force for the purposes of section 132 (1) (a) (Requirements applying to accounts and group accounts), or > > > > > (b) the fixed salary of a full-time employee of— > > > > > > > (i) the society, or > > > > > > > (ii) an entity that the society controlled, or a body corporate that was related to the society, at a relevant time. > > > > > (c) (Repealed) > > > (9) If there is attached to or included with a report of the directors laid before a society at its annual general meeting a statement, report or other document relating to the affairs of the society or any of the entities controlled by the society, not being a statement, report or document required by this Act to be laid before the society in general meeting, the statement, report or other document, for the purposes of section 213 (False or misleading information), is taken to be part of that first mentioned report. > > > (10) To avoid doubt, if a society controlled a particular entity during part, but not all, of the financial year, the report need not relate to the entity’s operations or state of affairs during a period during which the society did not control the entity or to the result of those operations. > > **s 134:** Am 2000 No 93, Sch 1.5 \[8\]; 2001 No 56, Sch 2.11 \[5\]; 2016 No 27, Sch 1.9 \[12\] \[13\].