Corporations Act - Australia

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is a declaration by the directors:

      (c) whether, in the directors’ opinion, there are reasonable grounds to believe that the company, registered scheme or disclosing entity will be able to pay its debts as and when they become due and payable; and

      (ca) if the company, registered scheme or disclosing entity has included in the notes to the financial statements, in compliance with the accounting standards, an explicit and unreserved statement of compliance with international financial reporting standards — that this statement has been included in the notes to the financial statements; and

      (d) whether, in the directors’ opinion, the financial statement and notes are in accordance with this Act, including:

      (i) section 296 (compliance with accounting standards); and

      (ii) section 297 (true and fair view); and

      (e) if the company, disclosing entity or registered scheme is listed — that the directors have been given the declarations required by section 295A.

      Note: See paragraph 285(3)(c) for the reference to the debts of a registered scheme.

      (5) The declaration must:

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

      (b) specify the date on which the declaration is made; and

      (c) be signed by a director.

      295A Declaration in relation to listed entity’s financial statements by chief executive officer and chief financial officer

      (1) If the company, disclosing entity or registered scheme is listed, the directors’ declaration under subsection 295(4) must be made only after each person who performs:

      (a) a chief executive function; or

      (b) a chief financial officer function;

      in relation to the company, disclosing entity or registered scheme has given the directors a declaration under subsection (2) of this section.

      (2) The declaration is a declaration whether, in the person’s opinion:

      (a) the financial records of the company, disclosing entity or registered scheme for the financial year have been properly maintained in accordance with section 286; and

      (b) the financial statements, and the notes referred to in paragraph 295(3)(b), for the financial year comply with the accounting standards; and

      (c) the financial statements and notes for the financial year give a true and fair view (see section 297); and

      (d) any other matters that are prescribed by the regulations for the purposes of this paragraph in relation to the financial statements and the notes for the financial year are satisfied.

      (3) The declaration must:

      (a) be made in writing; and

      (b) specify the date on which the declaration is made; and

      (c) specify the capacity in which the person is making the declaration; and

      (d) be signed by the person making the declaration.

      A person who performs both a chief executive function and a chief financial officer function may make a single declaration in both capacities.

      (4) A person performs a chief executive function in relation to the company, disclosing entity or registered scheme if the person is the person who is primarily and directly responsible to the directors for the general and overall management of the company, disclosing entity or registered scheme.

      (5) If there is no one person who performs a chief executive function in relation to the company, disclosing entity or registered scheme under subsection (4), a person performs a chief executive function in relation to the company, disclosing entity or registered scheme if the person is one of a number of people who together are primarily and directly responsible to the directors for the general and overall management of the company, disclosing entity or registered scheme.

      (6) A person performs a chief financial officer function in relation to the company, disclosing entity or registered scheme if that person is the person who is:

      (a) primarily responsible for financial matters in relation to the company, disclosing entity or registered scheme; and

      (b) directly responsible for those matters to either:

      (i) the directors; or

      (ii) the person or persons who perform the chief executive function in relation to the company.

      (7) If there is no one person who performs a chief financial officer function in relation to the company, disclosing entity or registered scheme under subsection (6), a person performs a chief financial officer function in relation to the company, disclosing entity or registered scheme if the person is one of a number of people who together are:

      (a) primarily responsible for financial matters in relation to the company, disclosing entity or registered scheme; and

      (b) directly responsible for those matters to either:

      (i) the directors; or

      (ii) the person or persons who perform the chief executive function in relation to the company.

      (8) Nothing in this section derogates from the responsibility that a director has for ensuring that financial statements comply with this Act.

      296 Compliance with accounting standards and regulations

      (1) The financial report for a financial year must comply with the accounting standards.

      Small proprietary companies

      (1A) Despite subsection (1), the financial report of a small proprietary company does not have to comply with particular accounting standards if:

      (a) the report is prepared in response to a shareholder direction under section 293; and

      (b) the direction specifies that the report does not have to comply with those standards.

      Small companies limited by guarantee

      (1B) Despite subsection (1), the financial report of a small company limited by guarantee does not have to comply with particular accounting standards if:

      (a) the report is prepared in response to a member direction under section 294A; and

      (b) the direction specifies that the report does not have to comply with those standards.

      Further requirements

      (2) The financial report must comply with any further requirements in the regulations.

      297 True and fair view

      The financial statements and notes for a financial year must give a true and fair view of:

      (a) the financial position and performance of the company, registered scheme or disclosing entity; and

      (b) if consolidated financial statements are required — the financial position and performance of the consolidated entity.

      This section does not affect the obligation under section 296 for a financial report to comply with accounting standards.

      Note: If the financial statements and notes prepared in compliance with the accounting standards would not give a true and fair view, additional information must be included in the notes to the financial statements under paragraph 295(3)(c).

      298 Annual directors’ report

      (1) The company, registered scheme or disclosing entity must prepare a directors’ report for each financial year.

      (1AA) Except in the case of a company limited by guarantee, the report must include:

      (a) the general information required by sections 299

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