sec.144Directors’ reports

sec.144 Directors’ reports

The directors of a society must, before (but not more than 3 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 under a resolution of the directors and signed by at least 2 directors— stating the names of the directors in office at the date of the report and stating for each director— the qualifications, experience and special responsibilities (if any) of the director; and any interest of the director in a contract or proposed contract with the society, being an interest declared by the director under division 1 since the commencement or the date on which particulars were last given under this paragraph; and stating that— the society keeps a register under section 131 containing information about the directors; and the register is open for inspection— by a member of the society, without fee; and by anyone else, on payment of the amount (if any) prescribed by the society’s rules; and stating— the society’s principal activities during its last financial year and any significant change in the nature of the activities that happened during that financial year; and the net amount of the society’s profit or loss for that financial year after provision for income tax; and containing a review of the society’s operations during that financial year and of the results of the operations; and giving particulars of any significant change in the society’s state of affairs that happened during that financial year; and 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— the society’s operations; or the results of those operations; or the society’s state of affairs; in financial years after that financial year; and referring to— likely developments in the society’s operations; and the expected results of those operations; in financial years after that financial year. If, in the opinion of the directors of a society, it would prejudice the society’s interests if particular information required under subsection (1) (g) were to be included in a report— the information need not be so included; and the report must contain a statement that some or all of the information required under subsection (1) (g) has not been included in the report. The report must state 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 made (during that or any other financial year) with the society by— the director; or a firm of which the director is a member; or an entity in which the director has a substantial financial interest. If so, the report must state the general nature of each benefit that a director has received or to which a director has become entitled. Subsections (3) and (4) do not apply to— a benefit included in the total amount of emoluments received, or due and receivable, by directors shown under a regulation in force under section 142 (1) (a) ; or the fixed salary of a full-time employee of the society; or the provision of financial accommodation to a director that— does not contravene section 114 ; and is shown in the society’s accounts as required by an applicable accounting standard. Subsection (7) applies if there is attached to or included with a report of the directors (the first report ) laid before a society at its annual general meeting a statement, report or other document about the society’s affairs, not being a statement, report or document required by this Act to be laid before the society in general meeting. For section 226 , the statement, report or other document, is taken to be part of the first report. (sec.144-ssec.1) The directors of a society must, before (but not more than 3 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 under a resolution of the directors and signed by at least 2 directors— stating the names of the directors in office at the date of the report and stating for each director— the qualifications, experience and special responsibilities (if any) of the director; and any interest of the director in a contract or proposed contract with the society, being an interest declared by the director under division 1 since the commencement or the date on which particulars were last given under this paragraph; and stating that— the society keeps a register under section 131 containing information about the directors; and the register is open for inspection— by a member of the society, without fee; and by anyone else, on payment of the amount (if any) prescribed by the society’s rules; and stating— the society’s principal activities during its last financial year and any significant change in the nature of the activities that happened during that financial year; and the net amount of the society’s profit or loss for that financial year after provision for income tax; and containing a review of the society’s operations during that financial year and of the results of the operations; and giving particulars of any significant change in the society’s state of affairs that happened during that financial year; and 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— the society’s operations; or the results of those operations; or the society’s state of affairs; in financial years after that financial year; and referring to— likely developments in the society’s operations; and the expected results of those operations; in financial years after that financial year. (sec.144-ssec.2) If, in the opinion of the directors of a society, it would prejudice the society’s interests if particular information required under subsection (1) (g) were to be included in a report— the information need not be so included; and the report must contain a statement that some or all of the information required under subsection (1) (g) has not been included in the report. (sec.144-ssec.3) The report must state 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 made (during that or any other financial year) with the society by— the director; or a firm of which the director is a member; or an entity in which the director has a substantial financial interest. (sec.144-ssec.4) If so, the report must state the general nature of each benefit that a director has received or to which a director has become entitled. (sec.144-ssec.5) Subsections (3) and (4) do not apply to— a benefit included in the total amount of emoluments received, or due and receivable, by directors shown under a regulation in force under section 142 (1) (a) ; or the fixed salary of a full-time employee of the society; or the provision of financial accommodation to a director that— does not contravene section 114 ; and is shown in the society’s accounts as required by an applicable accounting standard. (sec.144-ssec.6) Subsection (7) applies if there is attached to or included with a report of the directors (the first report ) laid before a society at its annual general meeting a statement, report or other document about the society’s affairs, not being a statement, report or document required by this Act to be laid before the society in general meeting. (sec.144-ssec.7) For section 226 , the statement, report or other document, is taken to be part of the first report.