Co-operatives Act 2009

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;

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) to (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)).

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.

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 the Corporations Act section 300(11B) or (11C)(b) (as applying under section 244S), 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 the financial year.

Subsections (1)(e) to (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.

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.

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 the option holders have under the options to participate in any share issue or interest issue of the co‑operative or any other entity.

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.

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.

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 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 the disclosure of those details is prohibited by the insurance contract.

The report for a co‑operative must also include details of —

each directors’ 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.

The report for a co‑operative must also include the following details of any application for leave under Part 4 Division 6 made in respect of the co‑operative —

the applicant’s name;

a statement as to whether leave was granted.

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 4 Division 6 —

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).