Corporations Act 2001

The company, registered scheme, registrable superannuation entity or disclosing entity must prepare a directors’ report for each financial year.

Except in the case of a company limited by guarantee or a company covered under subsection (1AC), the report must include:

the general information required by sections 299 (all entities) and 299A (additional requirements for listed entities); and

the specific information required by sections 300, 300A and 300C; and

a copy of the auditor’s declaration under section 307C in relation to the audit for the financial year.

In the case of a company limited by guarantee, the report must include:

the general information required by section 300B; and

a copy of the auditor’s declaration under section 307C in relation to the audit or review for the financial year.

This subsection covers a company if the company has not had its financial report for the relevant financial year audited because subsection 301(2) or (5) exempts it from the requirement to do so under subsection 301(1).

In the case of a company covered under subsection (1AC), the report must include:

the general information required by section 299; and

the specific information required by section 300.

If the financial report for a financial year includes additional information under paragraph 295(3)(c) (information included to give true and fair view of financial position and performance), the directors’ report for the financial year must also:

set out the directors’ reasons for forming the opinion that the inclusion of that additional information was necessary to give the true and fair view required by section 297; and

specify where that additional information can be found in the financial report.

The report must:

be made in accordance with a resolution of the directors; and

specify the date on which the report is made; and

be signed by a director.

Section 1228 deals with directors’ resolutions for CCIVs.

A small proprietary company does not have to comply with subsection (1) for a financial year if:

it is preparing financial statements for that year in response to a shareholder direction under section 293; and

the direction specified that a directors’ report need not be prepared; and

paragraph 292(2)(c) (about having CSF shareholders) does not apply to the company for the financial year.

A small company limited by guarantee does not have to comply with subsection (1) for a financial year if:

it is preparing the financial statements for that year in response to a member direction under section 294A; and

the direction specified that a directors’ report need not be prepared.