Public companies, listed companies and registered schemes must include
additional information under subsections (10), (11), (12) and (13).
(2) Details do not have to be included in the directors' report under this
section if they are included in the company's financial report for the
financial year.
(3) Paragraphs (1)(d), (e) and (f) cover:
- (a)
- options over unissued
shares and interests of the company, registered scheme or disclosing entity;
and
- (b)
- if consolidated financial statements are requiredoptions over
unissued shares and interests of any controlled entity that is a company,
registered scheme or disclosing entity.
Options details
(5) The details of an option granted are:
- (a)
- the company,
registered scheme or disclosing entity granting the option; and
- (b)
- the name of the person to whom the option is granted; and
- (c)
- the number and class of shares or interests over which the option is
granted.
(6) The details of unissued shares or interests under option are:
- (a)
- the
company, registered scheme or disclosing entity that will issue shares or
interests when the options are exercised; and
- (b)
- the number and classes of those shares or interests; and
- (c)
- the issue price, or the method of determining the issue price, of those
shares or interests; and
- (d)
- the expiry date of the options; and
- (e)
- any rights that option holders have under the options to participate in
any share issue or interest issue of the company, registered scheme or
disclosing entity or of any other body corporate or registered scheme.
Shares or interests issued as a result of exercise of option
(7) The details
of shares or interests issued as a result of the exercise of an option are:
- (a)
- the company, registered scheme or disclosing entity issuing the shares or
interests; and
- (b)
- the number of shares or interests issued; and
- (c)
- if the company, registered scheme or disclosing entity has different
classes of shares or intereststhe class to which each of those shares or
interests belongs; and
- (d)
- the amount unpaid on each of those shares or interests; and
- (e)
- the amount paid, or agreed to be considered as paid, on each of those
shares or interests.
Indemnities and insurance premiums for officers or auditors
(8) The report
for a company must include details of:
- (a)
- any indemnity that is given to a
current or former officer or auditor against a liability and that is covered
by subsection 199A(2) or (3), or any relevant agreement under which an officer
or auditor may be given an indemnity of that kind; and
- (b)
- 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.
- Note: Sections 199A and 199B contain general prohibitions against giving
certain indemnities and paying certain insurance premiums. This subsection
requires transactions that are exceptions to these prohibitions to be
reported.
(9) The details required under subsection (8) are:
- (a)
- for an
officertheir name or the class of officer to which they belong or
belonged; and
- (b)
- for an auditortheir name; and
- (c)
- the nature of the liability; and
- (d)
- for an indemnity giventhe amount the company paid and any other
action the company took to indemnify the officer or auditor; and
- (e)
- for an agreement to indemnifythe amount that the relevant agreement
requires the company to pay and any other action the relevant agreement
requires the company to take to indemnify the officer or auditor; and
- (f)
- for an insurance premiumthe amount of the premium.
The 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.
Special rules for public companies
(10) The report for a public company that
is not a wholly-owned subsidiary of another company must also include details
of:
- (a)
- each director's qualifications, experience and special
responsibilities; and
- (b)
- the number of meetings of the board of directors held during the year and
each director's attendance at those meetings; and
- (c)
- the number of meetings of each board committee held during the year and
each director's attendance at those meetings.
Special rules for listed companies
(11) The report for a listed company must
also include the following details for each director:
- (a)
- their
relevant interests in shares of the company or a related body corporate;
- (b)
- their relevant interests in debentures of, or interests in a registered
scheme made available by, the company or a related body corporate;
- (c)
- their rights or options over shares in, debentures of or interests in a
registered scheme made available by, the company or a related body corporate;
- (d)
- contracts:
- (i)
- to which the director is a party or under which the director is entitled
to a benefit; and
- (ii)
- that confer a right to call for or deliver shares in, or debentures of or
interests in a registered scheme made available by the company or a related
body corporate.
- Note: Directors must also disclose interests of these kinds to the ASX under
section 205G as they are acquired.
Special rules for listed registered schemes
(12) The report for a
registered scheme whose interests are quoted on a stock market of a
securities exchange must also include the following details for each director
of the company that is the responsible entity for the scheme:
- (a)
- their
relevant interests in interests in the scheme;
- (b)
- their rights or options over interests in the scheme;
- (c)
- contracts to which the director is a party or under which the director is
entitled to a benefit and that confer a right to call for or deliver interests
in the scheme.
Special rules for registered schemes
(13) The report for a registered scheme
must also include details of:
- (a)
- the fees paid to the responsible entity
and its associates out of scheme property during the financial year; and
- (b)
- the number of interests in the scheme held by the responsible entity or
its associates as at the end of the financial year; and
- (c)
- interests in the scheme issued during the financial year; and
- (d)
- withdrawals from the scheme during the financial year; and
- (e)
- the value of the scheme's assets as at the end of the financial year, and
the basis for the valuation; and
- (f)
- the number of interests in the scheme as at the end of the financial year.
Proceedings on behalf of a company
(14) The report for a company must also
include the following details of any application for leave under
section 237 made in respect of the company:
- (a)
- the applicant's name;
and
- (b)
- a statement whether leave was granted.
(15) The report for a company must also include the following details of any
proceedings that a person has brought or intervened in on behalf of the
company with leave under section 237:
- (a)
- the person's name;
- (b)
- the names of the parties to the proceedings;
- (c)
- 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).