(1) Details to be included (cf Corporations Act s 300 (1))
The directors’ report for a financial year must 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 co-operative at any time during or since the end of the year and the period for which they were a director; and
(d) the name of each person who:
(i) is an officer of the co-operative 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 co-operative 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 co-operative; and
(e) 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 co-operative (other than the directors); and
(iii) granted to them as part of their remuneration (see subsections (4)–(6)); and
(f) unissued shares or interests under option as at the day the report is made (see subsections (4) and (6)); and
(g) 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 (4) and (7)); and
(h) 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)).
(2) Details included in financial report (cf Corporations Act s 300 (2))
Details do not have to be included in the directors’ report under this section if they are included in the co-operative’s financial report for the financial year.
(3) Details included in financial report—to be identified as “Non-audit (cf Corporations Act s 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 section 300 (11B) (a) or (11C) (b) of the Corporations Act (as applying under section 281), that report must specify, in the section headed “Non-audit services”, where those details may be found in the co-operative’s financial report for that financial year.
(4) Options (cf Corporations Act s 300 (3))
Subsection (1) (e)–(g) cover:
(a) options over unissued shares and interests of the co-operative; and
(b) if consolidated financial statements are required—options over unissued shares and interests of any entity forming part of the consolidated entity.
(5) Options details (cf Corporations Act s 300 (5))
The details of an option granted are:
(a) the 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.
(6) Option details—unissued shares or interests (cf Corporations Act s 300 (6))
The details of unissued shares or interests under option are:
(a) the 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 co-operative or any other entity.
(7) Shares or interests issued as a result of exercise of option (cf Corporations Act s 300 (7))
The details of shares or interests issued as a result of the exercise of an option are:
(a) the entity issuing the shares or interests; and
(b) the number of shares or interests issued; and
(c) if the 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.
(8) Indemnities and insurance premiums for officers or auditors (cf Corporations Act s 300 (8))
The directors’ report for a co-operative must include details of:
(a) any indemnity that is given to a current or former officer or auditor against a liability, 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.
(9) Indemnities and insurance premiums—details required (cf Corporations Act s 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 co-operative paid and any other action the co-operative took to indemnify the officer or auditor; and
(e) for an agreement to indemnify—the amount that the relevant agreement requires the co-operative to pay and any other action the relevant agreement requires the co-operative to take to indemnify the officer or auditor; and
(f) for an insurance premium—the amount of the premium.
The directors’ 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.
(10) Details relating to directors and secretary (cf Corporations Act s 300 (10))
The report for a co-operative 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 the secretary of the co-operative as at the end of the year.
(11) Proceedings on behalf of a co-operative—application for leave (cf Corporations Act s 300 (14))
The report for a co-operative must also include the following details of any application for leave under Part 7.4 made in respect of the co-operative:
(a) the applicant’s name;
(b) a statement as to whether leave was granted.
(12) Proceedings on behalf of a co-operative—with leave granted (cf Corporations Act s 300 (15))
The report for a co-operative must also include the following details of any proceedings that a person has brought or intervened in on behalf of the co-operative with leave under Part 7.4:
(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).
281 Application of Corporations Act—co-operatives with quoted securities—additional information to be provided in directors’ annual report
A co-operative with quoted securities is declared to be an applied Corporations legislation matter for the purposes of the Corporations application legislation of this jurisdiction in relation to sections 299A, 300 (11)–(11E) and 300A of the Corporations Act, subject to the modifications referred to in sections 13 (3) and 264 of this Law so far as they are relevant.
Division 6 Half-year financial report and directors’ report
282 Application of Corporations Act—co-operatives that are disclosing entities—half-year financial reports and directors’ reports
A co-operative that is a disclosing entity within the meaning of the Corporations Act is declared to be an applied Corporations legislation matter for the purposes of the Corporations application legislation of this jurisdiction in relation to Division 2 of Part 2M.3 of the Corporations Act, subject to the modifications referred to in sections 13 (3) and 264 of this Law so far as they are relevant.
Division 7 Audit and auditor’s report
283 Application of Corporations Act—audit and auditor’s report
A co-operative is declared to be an applied Corporations legislation matter for the purposes of the Corporations application legislation of this jurisdiction in relation to Division 3 of Part 2M.3 of the Corporations Act, subject to the following modifications:
(a) section 308 (3AA) of the applied provisions is to be read as if the words “company limited by guarantee” were omitted and the words “small co-operative” were substituted;
(b) section 311 (5) of the applied provisions is to be read as if the reference to section 344 of the Corporations Act were a reference to section 328 of this Law;
(c) the modifications referred to in sections 13 (3) and 264 of this Law so far as they are relevant.
Division 8 Annual financial reporting to members
Section 280 - Co-operatives National Law Application Act 2013 - Annual directors’ report—specific information | Zoe