Directors' reports

The directors’ report helps members understand the corporation’s business. 

Who needs to prepare a directors’ report

Your corporation must prepare and lodge a directors’ report each year if it’s:

  • a large corporation
  • any size corporation with a consolidated gross operating income (CGOI) of $5 million or more
  • required to provide financial reports as a consolidated entity.

Small and medium corporations with a CGOI of less than $5 million don’t need to do a directors’ report. 

Consolidated gross operating income is the total value of the money made by the corporation and any entities it controls.

Learn more about:

Timing for directors’ reports

Lodge your directors’ report between 1 July and 31 December each year unless you have an exemption or extension.

Contents of directors’ reports

If the financial report already has some details, the directors’ report can state where to find the information instead of repeating it.

A directors’ report describes the corporation’s operations during the financial year. It includes:

  • a detailed overview of the corporation’s performance
  • reasons for results and financial position
  • information on meetings and sub-committees
  • a description of the corporation’s activities
  • experience of directors and secretary
  • any relevant court proceedings.

Requirements from regulations

The report must include this information from the Corporations (Aboriginal and Torres Strait Islander) Regulations 2017.

333-10.02 (1)(a): A review of operations of the corporation during the year and the results of those operations.

333-10.02 (1)(b): Details of any significant changes in the corporation’s state of affairs during the year.

333-10.02 (1)(c): A statement of the corporation’s principal activities during the year and any significant changes in the nature of those activities during the year.

333-10.02 (1)(d): Details of any matter or circumstance that has arisen since the end of the year that has significantly affected, or may significantly affect:

  • the corporation’s operations in future financial years, or
  • the results of those operations in future financial years, or
  • the corporation’s state of affairs in future financial years.

333-10.02 (1)(e) *(4) and (5): Likely developments in the corporation’s operations in future financial years and the expected results of those operations. This can be left out if it could result in unreasonable prejudice to the corporation or consolidated group, but the report must say so.

333-10.02 (1)(f): If the corporation’s operations are subject to any particular and significant environmental regulation under a Commonwealth, state or territory law—details of the corporation’s performance in relation to environmental regulation.

333-10.02 (1)(g): Details of distributions paid to members during the year.

333-10.02 (1)(h): Details of distributions recommended or declared for payment to members, but not paid during the year.

333-10.02 (1)(i): The name of each person who has been a director of the corporation during the year and the period of each director’s tenure.

333-10.02 (1)(j): Details of each director’s qualifications, experience, and special responsibilities.

333-10.02 (1)(k): The number of meetings of the board of directors held during the year and each director’s attendance record at those meetings.

333-10.02 (1)(l): The number of meetings of each board committee held during the year and each director’s attendance record at those meetings.

333-10.02 (1)(m): The name of each person who has been a secretary of the corporation during the year.

333-10.02 (1)(n): Details of each secretary’s qualifications and experience.

333-10.02 (1)(o): The name of each person who:

  • was an officer of the corporation at any time during the year, and
  • was, when an audit firm or audit company that is an auditor of the corporation undertook an audit of the corporation, a partner in the audit firm or a director of the audit company.

333-10.02 (1)(p): A copy of the auditor’s declaration under section 339-50 of the CATSI Act for the audit for the financial year.

333-10.02 (1)(q): For any application for leave made during the year under section 169-5 of the Act:

  • the applicant’s name, and
  • a statement whether leave was granted.

333-10.02 (1)(r): For any proceedings that, during the year, a person has brought or intervened in for the corporation with leave under section 169-5 of the Act:

  • the person’s name,
  • the names of the parties to the proceedings, and
  • sufficient information to enable members to understand the nature and status of the proceedings (including the cause of action and orders made by the court).

333-10.02 (3): If the notes to the financial report include additional information to give a true and fair view of financial position and performance, the directors’ report must include:

  • the directors’ reasons for why they decided the additional information was necessary, and
  • where the additional information can be found in the financial report.

333-10.02 (8)(a): A copy of the resolution approving the directors’ report. Note: This resolution can be passed at a directors’ meeting or by circulation.

333-10.02 (8)(b): The date the report was made.

333-10.02 (8)(c): The report must be signed by a director.

Content last updated: