sec.280Annual directors’ report—specific information

sec.280 Annual directors’ report—specific information

(cf Corporations Act s 300 (1) ) The directors’ report for a financial year must include details of— dividends or distributions paid to members during the year; and dividends or distributions recommended or declared for payment to members, but not paid, during the year; and 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 the name of each person who— is an officer of the co-operative at any time during the year; and 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 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 options that are— granted over unissued shares or unissued interests during or since the end of the year; and granted to any of the directors or any of the 5 most highly remunerated officers of the co-operative (other than the directors); and granted to them as part of their remuneration (see subsections (4) – (6) ); and unissued shares or interests under option as at the day the report is made (see subsections (4) and (6) ); and 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 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) ). (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. (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. (cf Corporations Act s 300 (3) ) Subsection (1) (e)–(g) cover— options over unissued shares and interests of the co-operative; and if consolidated financial statements are required—options over unissued shares and interests of any entity forming part of the consolidated entity. (cf Corporations Act s 300 (5) ) The details of an option granted are— the entity granting the option; and the name of the person to whom the option is granted; and the number and class of shares or interests over which the option is granted. (cf Corporations Act s 300 (6) ) The details of unissued shares or interests under option are— the entity that will issue shares or interests when the options are exercised; and the number and classes of those shares or interests; and the issue price, or the method of determining the issue price, of those shares or interests; and the expiry date of the options; and 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. (cf Corporations Act s 300 (7) ) The details of shares or interests issued as a result of the exercise of an option are— the entity issuing the shares or interests; and the number of shares or interests issued; and if the entity has different classes of shares or interests—the class to which each of those shares or interests belongs; and the amount unpaid on each of those shares or interests; and the amount paid, or agreed to be considered as paid, on each of those shares or interests. (cf Corporations Act s 300 (8) ) The directors’ report for a co-operative must include details of— 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 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. (cf Corporations Act s 300 (9) ) The details required under subsection (8) are— for an officer—their name or the class of officer to which they belong or belonged; and for an auditor—their name; and the nature of the liability; and 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 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 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. (cf Corporations Act s 300 (10) ) The report for a co-operative must also include details of— each director’s qualifications, experience and special responsibilities; and the number of meetings of the board of directors held during the year and each director’s attendance at those meetings; and the number of meetings of each board committee held during the year and each director’s attendance at those meetings; and the qualifications and experience of each person who is the secretary of the co-operative as at the end of the year. (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— the applicant’s name; a statement as to whether leave was 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 — the person’s name; the names of the parties to the proceedings; 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). (sec.280-ssec.1) (cf Corporations Act s 300 (1) ) The directors’ report for a financial year must include details of— dividends or distributions paid to members during the year; and dividends or distributions recommended or declared for payment to members, but not paid, during the year; and 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 the name of each person who— is an officer of the co-operative at any time during the year; and 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 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 options that are— granted over unissued shares or unissued interests during or since the end of the year; and granted to any of the directors or any of the 5 most highly remunerated officers of the co-operative (other than the directors); and granted to them as part of their remuneration (see subsections (4) – (6) ); and unissued shares or interests under option as at the day the report is made (see subsections (4) and (6) ); and 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 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) ). (sec.280-ssec.2) (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. (sec.280-ssec.3) (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. (sec.280-ssec.4) (cf Corporations Act s 300 (3) ) Subsection (1) (e)–(g) cover— options over unissued shares and interests of the co-operative; and if consolidated financial statements are required—options over unissued shares and interests of any entity forming part of the consolidated entity. (sec.280-ssec.5) (cf Corporations Act s 300 (5) ) The details of an option granted are— the entity granting the option; and the name of the person to whom the option is granted; and the number and class of shares or interests over which the option is granted. (sec.280-ssec.6) (cf Corporations Act s 300 (6) ) The details of unissued shares or interests under option are— the entity that will issue shares or interests when the options are exercised; and the number and classes of those shares or interests; and the issue price, or the method of determining the issue price, of those shares or interests; and the expiry date of the options; and 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. (sec.280-ssec.7) (cf Corporations Act s 300 (7) ) The details of shares or interests issued as a result of the exercise of an option are— the entity issuing the shares or interests; and the number of shares or interests issued; and if the entity has different classes of shares or interests—the class to which each of those shares or interests belongs; and the amount unpaid on each of those shares or interests; and the amount paid, or agreed to be considered as paid, on each of those shares or interests. (sec.280-ssec.8) (cf Corporations Act s 300 (8) ) The directors’ report for a co-operative must include details of— 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 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. (sec.280-ssec.9) (cf Corporations Act s 300 (9) ) The details required under subsection (8) are— for an officer—their name or the class of officer to which they belong or belonged; and for an auditor—their name; and the nature of the liability; and 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 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 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. (sec.280-ssec.10) (cf Corporations Act s 300 (10) ) The report for a co-operative must also include details of— each director’s qualifications, experience and special responsibilities; and the number of meetings of the board of directors held during the year and each director’s attendance at those meetings; and the number of meetings of each board committee held during the year and each director’s attendance at those meetings; and the qualifications and experience of each person who is the secretary of the co-operative as at the end of the year. (sec.280-ssec.11) (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— the applicant’s name; a statement as to whether leave was granted. (sec.280-ssec.12) (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 — the person’s name; the names of the parties to the proceedings; 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).