22Directors’ reports

#### 22 Directors’ reports (1) For the purposes of subsection 333‑10(1) of the Act, a directors’ report for a financial year prepared by an Aboriginal and Torres Strait Islander corporation must include the following information: (a) a review of operations of the corporation during the financial year and the results of those operations; (b) details of any significant changes in the corporation’s state of affairs during the financial year; (c) a statement of the corporation’s principal activities, and any significant changes in the nature of those activities, during the financial year; (d) details of any matter or circumstance that has arisen since the end of the financial year that has significantly affected, or may significantly affect: (i) the corporation’s operations in future financial years; or (ii) the results of those operations in future financial years; or (iii) the corporation’s state of affairs in future financial years; (e) likely developments in the corporation’s operations in future financial years and the expected results of those operations; (f) if the corporation’s operations are subject to any particular and significant environmental regulation under a Commonwealth, State or Territory law—details of the corporation’s performance in relation to that environmental regulation; (g) details of distributions paid to members during the financial year; (h) details of distributions recommended or declared for payment to members, but not paid, during the financial year; (i) the name of each person who has been a director of the corporation during the financial year and the period of the director’s tenure; (j) details of each director’s qualifications, experience and special responsibilities in relation to the corporation; (k) the number of meetings of the board of directors held during the financial year and each director’s attendance record at those meetings; (l) the number of meetings of each board committee held during the financial year and each director’s attendance record at those meetings; (m) the name of each person who has been a secretary of the corporation during the financial year; (n) details of each secretary’s qualifications and experience; (o) the name of each person who: (i) was an officer of the corporation at any time during the financial year; and (ii) was, when an audit firm or audit company that is an auditor of the corporation undertook an audit of the corporation, a partner in the audit firm or a director of the audit company; (p) a copy of the auditor’s written declaration under subsection 339‑50(2) or (4) of the Act for the audit for the financial year; (q) for any application for leave made during the year under section 169‑5 of the Act: (i) the applicant’s name; and (ii) a statement whether leave was granted; (r) for any proceedings that, during the year, a person has brought or intervened in for the corporation with leave under section 169‑5 of the Act: (i) the person’s name; and (ii) the names of the parties to the proceedings; and (iii) sufficient information to enable members of the corporation to understand the nature and status of the proceedings (including the cause of action and orders made by the Court). (2) The directors’ report must be prepared: (a) if consolidated financial statements are not required—for the corporation; or (b) if consolidated financial statements are required—for the consolidated entity. (3) If the financial report for the financial year includes additional information under paragraph 21(3)(b), the directors’ report must also specify: (a) the directors’ reasons for forming the opinion that the inclusion of the additional information was necessary to give a true and fair view of the financial position and performance of the corporation or the consolidated entity (as the case may be); and (b) where the additional information can be found in the financial report. (4) The directors’ report may omit information that would otherwise be included under paragraph (1)(e) if the inclusion of the information would be likely to result in unreasonable prejudice to the corporation or the consolidated entity. (5) The directors’ report may omit information that is included in the corporation’s financial report for the financial year. (6) If information mentioned in subsections (4) or (5) is not included in the directors’ report, the directors’ report: (a) must contain a statement that the information is not included; and (b) if the information omitted is included in the corporation’s financial report for the financial year—must state where the information may be found in the financial report. (7) The directors’ report must: (a) be prepared in accordance with a resolution of the directors; and (b) specify the date when the report is made; and (c) be signed by a director.