Corporations Act - Australia

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year, by the auditor (or by another person or firm on the auditor’s behalf) is compatible with the general standard of independence for auditors imposed by this Act;

      (c) a statement of the directors’ reasons for being satisfied that the provision of those non‑audit services, during the year, by the auditor (or by another person or firm on the auditor’s behalf) did not compromise the auditor independence requirements of this Act.

      These details and statements must be included in the directors’ report under the heading “Non‑audit services”. If consolidated financial statements are required, the details and statements must relate to amounts paid or payable to the auditor by, and non‑audit services provided to, any entity (including the company, registered scheme or disclosing entity) that is part of the consolidated entity.

      (11C) For the purposes of paragraph (11B)(a), the details of amounts paid or payable to an auditor for non‑audit services provided, during the year, by the auditor (or by another person or firm on the auditor’s behalf) are:

      (a) the name of the auditor; and

      (b) the dollar amount that:

      (i) the listed company; or

      (ii) if consolidated financial statements are required — any entity that is part of the consolidated entity;

      paid, or is liable to pay, for each of those non‑audit services.

      (11D) The statements under paragraphs (11B)(b) and (c) must be made in accordance with:

      (a) advice provided by the listed company’s audit committee if the company has an audit committee; or

      (b) a resolution of the directors of the listed company if paragraph (a) does not apply.

      (11E) For the purposes of subsection (11D), a statement is taken to be made in accordance with advice provided by the company’s audit committee only if:

      (a) the statement is consistent with that advice and does not contain any material omission of material included in that advice; and

      (b) the advice is endorsed by a resolution passed by the members of the audit committee; and

      (c) the advice is written advice signed by a member of the audit committee on behalf of the audit committee and given to the directors.

      Special rules for listed registered schemes

      (12) The report for a registered scheme whose interests are quoted on a prescribed financial market 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).

      300A Annual directors’ report — specific information to be provided by listed companies

      (1) The directors’ report for a financial year for a company must also include (in a separate and clearly identified section of the report):

      (a) discussion of board policy for determining, or in relation to, the nature and amount (or value, as appropriate) of remuneration of the key management personnel for:

      (i) the company, if consolidated financial statements are not required; or

      (ii) the consolidated entity, if consolidated financial statements are required; and

      (b) discussion of the relationship between such policy and the company’s performance; and

      (ba) if an element of the remuneration of a member of the key management personnel for the company, or if consolidated financial statements are required, for the consolidated entity is dependent on the satisfaction of a performance condition:

      (i) a detailed summary of the performance condition; and

      (ii) an explanation of why the performance condition was chosen; and

      (iii) a summary of the methods used in assessing whether the performance condition is satisfied and an explanation of why those methods were chosen; and

      (iv) if the performance condition involves a comparison with factors external to the company:

      (A) a summary of the factors to be used in making the comparison; and

      (B) if any of the factors relates to the performance of another company, of 2 or more other companies or of an index in which the securities of a company or companies are included — the identity of that company, of each of those companies or of the index; and

      (c) the prescribed details in relation to the remuneration of:

      (i) if consolidated financial statements are required — each member of the key management personnel for the consolidated entity; or

      (ii) if consolidated financial statements are not required — each member of the key management personnel for the company; and

      (d) if an element of the remuneration of a person referred to in paragraph (c) consists of securities of a body and that element is not dependent on the satisfaction of a performance condition — an explanation of why that element of the remuneration is not dependent on the satisfaction of a performance condition; and

      (e) for each person referred to in paragraph (c):

      (i) an explanation of the relative proportions of those elements of the person’s remuneration that are related to performance and those elements of the person’s remuneration that are not; and

      (ii) the value (worked out as at the time they are granted and in accordance with any applicable accounting standards) of options that are granted to the person during the year as part of their remuneration; and

      (iii) the value (worked out as at the time they are exercised) of options that were granted to the person as part of their remuneration and that are exercised by the person during the year; and

      (iv) if options granted to the person as part of their remuneration lapse during the financial year because a condition required for the options to vest was not satisfied — the value

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