Western Australian Consolidated Regulations Western Australian Consolidated Regulations[r. 50]
(1) In this Schedule,
unless the contrary intention appears —
financial year has the meaning given by
clause 23(1);
regulations means regulations made under the
Corporations Act .
(2) In this Schedule,
unless the contrary intention appears, expressions (including the expressions
accounting standard , company and financial records ) have the meanings given
to those terms in Part 1.2 of the Corporations Act.
Division 2 — Financial records
2 . Obligation to keep financial records
(cf. s. 286 Corporations Act)
(1) The IMO must keep
written financial records that —
(a)
correctly record and explain its transactions and financial position and
performance; and
(b)
would enable true and fair financial statements to be prepared and audited.
(2) The obligation to
keep financial records of transactions extends to transactions undertaken as
trustee.
(3) The financial
records must be retained for 7 years after the transaction covered by the
records are completed.
3 . Physical format
(cf. s. 288
Corporations Act)
If financial records
are kept in electronic form, they must be convertible into hard copy. Hard
copy must be made available within a reasonable time to a person who is
entitled to inspect the records.
4 . Place where records are kept
(cf. s. 289 Corporations Act)
(1) The IMO may decide
where to keep the financial records.
(2) If financial
records about particular matters are kept outside Australia, sufficient
written information about those matters must be kept in Australia to enable
true and fair financial statements to be prepared.
(3) The IMO must give
the Treasurer written notice of the place where the information is kept.
(4) The Minister may
direct the IMO to produce specified financial records that are kept outside
Australia.
(5) The direction
must —
(a) be
in writing;
(b)
specify a place in Australia where the records are to be produced (the place
must be reasonable in the circumstances); and
(c)
specify a day (at least 14 days after the direction is given) by which
the records are to be produced.
5 . Director access
(cf. s. 290
Corporations Act)
(1) A director has a
right of access to the financial records at all reasonable times.
(2) On application by
a director, the Supreme Court may authorise a person to inspect the financial
records on the director’s behalf.
(3) A person
authorised to inspect records may make copies of the records unless the
Supreme Court orders otherwise.
(4) The Supreme Court
may make any other orders it considers appropriate, including either or both
of the following —
(a) an
order limiting the use that a person who inspects the records may make of
information obtained during the inspection;
(b) an
order limiting the right of a person who inspects the records to make copies
in accordance with subclause (3).
Division 3 — Financial reporting
Subdivision 1 — Annual financial reports and
directors’ reports
6 . Preparation of annual financial reports and
directors’ reports
(cf. s. 292 Corporations Act)
A financial report and
a directors’ report must be prepared for each financial year by the IMO
before 30 September.
7 . Contents of annual financial report
(cf. s. 295 Corporations Act)
(1) The financial
report for a financial year consists of —
(a) the
financial statements for the year;
(b) the
notes to the financial statements; and
(c) the
directors’ declaration about the statements and notes.
(2) The financial
statements for the year are —
(a) a
profit and loss statement for the year;
(b) a
balance sheet as at the end of the year;
(c) a
statement of cash flows for the year; and
(d) if
required by the accounting standards — a consolidated profit
and loss statement, balance sheet and statement of cash flows.
(3) The notes to the
financial statements are —
(a)
disclosures required by the regulations;
(b)
notes required by the accounting standards; and
(c) any
other information necessary to give a true and fair view.
(4) The
directors’ declaration is a declaration by the directors —
(a) that
the financial statements, and the notes referred to in subclause (3)(b),
comply with the accounting standards;
(b) that
the financial statements and notes give a true and fair view;
(c)
whether, in the directors’ opinion, there are reasonable grounds to
believe that the IMO will be able to pay its debts as and when they become due
and payable; and
(d)
whether, in the directors’ opinion, the financial statements and notes
are in accordance with this Schedule, including —
(i)
clause 8 (compliance with accounting standards and
regulations); and
(ii)
clause 9 (true and fair view).
(5) The declaration
must —
(a) be
made in accordance with a resolution of the directors;
(b)
specify the date on which the declaration is made; and
(c) be
signed by at least 2 directors.
8 . Compliance with accounting standards and
regulations
(cf. s. 296 Corporations Act)
(1) The financial
report for a financial year must comply with the accounting standards.
(2) The financial
report must comply with any further requirements in the regulations.
9 . True and fair view
(cf. s. 297
Corporations Act)
(1) The financial
statements and notes in respect of the IMO for a financial year must give a
true and fair view of —
(a) the
financial position and performance of the IMO; and
(b) if
consolidated financial statements are required — the financial
position and performance of the consolidated entity.
(2) This clause does
not affect the obligation under clause 8 for a financial report to comply
with accounting standards.
10 . Annual directors’ report
(cf. s. 298 Corporations Act)
(1) The IMO must
prepare a directors’ report for each financial year.
(2) The report must
include —
(a) the
general information required by clause 11; and
(b) the
specific information required by clause 12.
(3) The report
must —
(a) be
made in accordance with a resolution of the directors;
(b)
specify the date on which the report is made; and
(c) be
signed by at least 2 directors.
11 . Annual directors’
report — general information
(cf. s. 299
Corporations Act)
(1) The
directors’ report for a financial year must —
(a)
contain a review of operations during the year of the IMO and the results of
those operations;
(b) give
details of any significant changes in the IMO’s state of affairs during
the year;
(c)
state the IMO’s principal activities during the year and any significant
changes in the nature of those activities during the year;
(d) give
details of any matter or circumstance that has arisen since the end of the
year that has significantly affected, or may significantly affect —
(i)
the IMO’s operations in future financial years;
(ii)
the results of those operations in future financial
years; or
(iii)
the IMO’s state of affairs in future financial
years;
(e)
refer to likely developments in the IMO’s operations in future financial
years and the expected results of those operations; and
(f) if
the IMO’s operations are subject to any particular and significant
environmental regulation under a law of the State or of the Commonwealth
or of another State or a Territory —give details of the IMO’s
performance in relation to environmental regulation.
(2) If consolidated
financial statements are required, the report must be on the consolidated
entity of which the IMO is part.
(3) The report may
omit material that would otherwise be included under subclause (1)(e) if
it is likely to result in unreasonable prejudice to —
(a) the
IMO; or
(b) if
consolidated financial statements are required — the consolidated
entity or any entity (including the IMO) that is part of the consolidated
entity.
(4) If material is
omitted from the report, the report must say so.
12 . Annual directors’
report — specific information
(cf. s. 300
Corporations Act)
(1) The
directors’ report for a financial year must include details
of —
(a)
dividends or distributions paid during the year;
(b)
dividends or distributions recommended or declared for payment, but not paid,
during the year; and
(c) the
name of each person who has been a director of the IMO at any time during or
since the end of the year and the period for which they were a director.
(2) If —
(a)
during or since the financial year, the IMO has indemnified against a
liability a person who is or has been a director or auditor of the IMO or of a
related body corporate; and
(b) but
for Schedule 2 clause 5(3) or (4), subclause (1) of that
clause would have prohibited the IMO from indemnifying the person against that
liability,
the report must set
out —
(c) the
person’s name;
(d) the
nature of the liability; and
(e) how
much the IMO paid, and what else the IMO did, by way of indemnifying the
person against the liability.
(3) If —
(a)
during or since the financial year, the IMO has made a relevant agreement (as
defined in section 9 of the Corporations Act) for indemnifying against a
liability a person who is or has been a director or auditor of the IMO or of a
related body corporate; and
(b) but
for Schedule 2 clause 5(3) or (4), subclause (1) of that
clause would prohibit the IMO from indemnifying the person against that
liability,
the report must set
out particulars of the relevant agreement, including —
(c) the
person’s name;
(d) the
nature of the liability; and
(e) how
much the relevant agreement provides for the IMO to pay, and what else it
provides for the IMO to do, by way of indemnifying the person against the
liability.
(4) If —
(a)
during or since the financial year, the IMO has paid, or agreed to pay, a
premium in respect of a contract insuring against a liability a person who is
or has been a director or auditor of the IMO or of a related body corporate;
and
(b) but
for Schedule 2 clause 5(8), subclause (5) of that clause would
have prohibited the IMO from paying, or agreeing to pay, the premium,
the report
must —
(c) name
the person and state that the IMO has paid, or agreed to pay, a premium in
respect of a contract insuring the person against a liability; and
(d) set
out, except so far as prohibited by the contract itself, the nature of the
liability and the amount of the premium.
(5) The report must
also include details of —
(a) each
director’s qualifications, experience and special responsibilities;
(b) the
number of meetings of the board 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.
13 . Annual directors’
report — other specific information
(cf. s. 300A
Corporations Act)
The directors’
report for a financial year must also include —
(a)
discussion of board policy for determining the nature and amount of emoluments
of directors and senior executives of the IMO;
(b)
discussion of the relationship between such policy and the IMO’s
performance; and
(c)
details of the nature and amount of each element of the emolument of each
director and each of the 5 named officers of the IMO receiving the
highest emolument.
14 . Audit of annual financial report
(cf. s. 301 Corporations Act)
The IMO must have the
financial report for a financial year audited by the Auditor General in
accordance with Subdivision 2 and clauses 32 and 33 and obtain
an auditor’s report.
Subdivision 2 — Audit and auditor’s report
15 . Audit opinion
(cf. s. 307
Corporations Act)
The Auditor General
must form an opinion about —
(a)
whether the financial report is in accordance with this Schedule,
including —
(i)
clause 8 (compliance with accounting standards and
regulations); and
(ii)
clause 9 (true and fair view);
(b)
whether he or she has been given all information, explanation and assistance
necessary for the conduct of the audit;
(c)
whether the IMO has kept financial records sufficient to enable a financial
report to be prepared and audited; and
(d)
whether the IMO has kept other records and registers as required by this
Schedule.
16 . Auditor General’s report on annual
financial report
(cf. s. 308 Corporations Act)
(1) The Auditor
General must report to the Minister on whether he or she is of the opinion
that the financial report is in accordance with this Schedule,
including —
(a)
clause 8 (compliance with accounting standards and regulations); and
(b)
clause 9 (true and fair view).
(2) If not of that
opinion, the Auditor General’s report must say why.
(3) If the Auditor
General is of the opinion that the financial report does not comply with an
accounting standard, his or her report must, to the extent it is practicable
to do so, quantify the effect that non‑compliance has on the financial
report.
(4) If it is not
practicable to quantify the effect fully, the report must say why.
(5) The Auditor
General’s report must describe —
(a) any
defect or irregularity in the financial report; and
(b) any
deficiency, failure or shortcoming in respect of the matters referred to in
clause 15.
(6) The report must
specify the date on which it is made.
(7) The Auditor
General must give a copy of the report to the directors as soon as practicable
after it has been given to the Minister.
17 . Auditor General’s power to obtain
information
(cf. s. 310 Corporations Act)
The Auditor
General —
(a) has
a right of access at all reasonable times to the books of the IMO; and
(b) may
require any officer of the IMO to give the Auditor General information,
explanations or other assistance for the purposes of the audit or review.
18 . Assisting Auditor General
(cf. s. 312 Corporations Act)
An officer of the IMO
must —
(a)
allow the Auditor General access to the books of the IMO; and
(b) give
the Auditor General any information, explanation or assistance required under
clause 17.
Subdivision 3 — Special provisions about consolidated
financial statements
19 . Directors and officers of controlled entity
to give information
(cf. s. 323 Corporations Act)
If the IMO has to
prepare consolidated financial statements, a director or officer of a
controlled entity must give the IMO all information requested that is
necessary to prepare the consolidated financial statements and the notes to
those statements.
20 . Auditor General’s power to obtain
information from controlled entity
(cf. s. 323A
Corporations Act)
(1) Where the
financial report includes consolidated financial statements, the Auditor
General —
(a) has
a right of access at all reasonable times to the books of any controlled
entity; and
(b) may
require any officer of the entity to give the Auditor General
information, explanations or other assistance for the purposes of the audit or
review.
(2) Any information,
explanation or other assistance required under subclause (1)(b) is to be
given at the expense of the IMO.
21 . Controlled entity to assist the Auditor
General
(cf. s. 323B Corporations Act)
If the IMO has to
prepare a financial report that includes consolidated financial statements, an
officer or auditor of a controlled entity must —
(a)
allow the Auditor General access to the controlled entity’s books; and
(b) give
the Auditor General any information, explanation or assistance required under
clause 20.
22 . Application of subdivision to entity that has
ceased to be controlled
(cf. s. 323C Corporations Act)
Clauses 19, 20 and 21 apply to the preparation or audit of a
financial report that covers a controlled entity even if the entity is no
longer controlled by the IMO when its financial report is being prepared or
audited.
Subdivision 4 — Financial years of the IMO and the entities it
controls
23 . Financial years
(cf. s. 323D
Corporations Act)
(1) The financial year
of the IMO is the 12 month period ending on 30 June.
(2) Where the IMO has
to prepare consolidated financial statements, it must do whatever is necessary
to ensure that the financial years of the consolidated entities are
synchronised with its own financial years.
(3) It must achieve
this synchronisation by the end of 12 months after the situation that
calls for consolidation arises.
Division 4 — Accounting standards
24 . Accounting standards
(cf. s. 334
Corporations Act)
(1) An accounting
standard applies to —
(a)
periods ending after the commencement of the standard; or
(b)
periods ending, or starting, on or after a later date specified in the
standard.
(2) The IMO may elect
to apply the accounting standard to an earlier period unless the standard says
otherwise.
(3) The election must
be made in writing by the directors.
25 . Equity accounting
(cf. s. 335
Corporations Act)
This Schedule (and, in
particular, the provisions on consolidation of financial statements) does not
prevent accounting standards from incorporating equity accounting principles.
26 . Interpretation of accounting standards
(cf. s. 337 Corporations Act)
In interpreting an
accounting standard —
(a)
unless the contrary intention appears, expressions used in the standard have
the same meaning as they have in Chapter 2M of the Corporations Act; and
(b) the
provisions of Part 1.2 of the Corporations Act apply as if the
standard’s provisions were provisions of that Chapter.
27 . Evidence of text of accounting standard
(cf. s. 339 Corporations Act)
(1) This clause
applies to a document that purports to be published by or on behalf of the
AASB or ASIC and to set out the text of —
(a) a
specified standard as in force at a specified time under section 334 of
the Corporations Act; or
(b) a
specified provision of a standard of that kind.
(2) It also applies to
a copy of a document of that kind.
(3) In the absence of
evidence to the contrary, a document to which this clause applies is proof in
proceedings under these regulations that —
(a) the
specified standard was in force at that time under that section; and
(b) the
text set out in the document is the text of the standard referred to in
subclause (1)(a) or the provision referred to in subclause (1)(b).
(1) Where any
provision of this Schedule requires any act or thing to be observed or
performed by a certain date or within a specified time by a person, other than
the Auditor General, the Minister may on application by that person extend the
date of, or the time for observance or performance of such act or thing to
such date or time as the Minister thinks appropriate.
(2) The Minister must
within 14 days after an extension of time is granted under
subclause (1) cause the text of the memorandum evidencing the extension
to be laid before each House of Parliament or dealt with under
regulation 51.
Division 6 — Sanctions for contraventions of this Schedule
29 . Contravention of Divisions 2 and 3
(cf. s. 344 Corporations Act)
(1) A director
contravenes this subclause if he or she fails to take all reasonable steps to
comply with, or to secure compliance with, Division 2 or 3.
(2) The penalty
applicable to a contravention of subclause (1) is —
(a) in a
case to which paragraph (b) does not apply, $5 000; or
(b) if
the offence was committed with intent to deceive or defraud the Minister or
the Treasurer or creditors of the IMO, $20 000.
(3) Subclause (1)
does not apply to clause 17, 18, 20 or 21.
30 . Deadline for reporting to the Minister
(cf. s. 315 Corporations Act)
(1) In
subclause (2) —
prescribed day means the tenth working day after
receipt by the directors under clause 16 of the Auditor General’s
report.
(2) The IMO must, as
soon as practicable but not later than the close of business on the prescribed
day in each year, send to the Minister a copy of the annual report required by
regulation 35.
31 . Annual financial reporting to the Minister
(cf. s. 314 Corporations Act)
The annual report of
the IMO under regulation 35 is to contain the following
documents —
(a) the
financial report for the year;
(b) the
directors’ report for the year;
(c) the
Auditor General’s report on the financial report.
(1) If the Auditor
General cannot complete the audit of the IMO by 30 September in any year
he or she is to submit an interim report to the Minister setting out the
reasons for his or her inability to complete the audit by that date, and the
Minister is to cause copies of the report to be laid before both Houses of
Parliament, within 7 sitting days of receiving that report.
(2) Section 92 of
the Financial Administration and Audit Act 1985 applies to the audit of
the IMO.
33 . Powers and duties of the Auditor General
(1) If the Auditor
General in the course of the performance of duties as auditor of the IMO, is
satisfied that —
(a)
there has been a contravention of any provision of this Schedule; and
(b) the
circumstances are such that in the Auditor General’s opinion the matter
has not been or will not be adequately dealt with by comment in the Auditor
General’s report on the financial statements or by bringing the matter
to the notice of the board,
the Auditor General is
to forthwith report the matter to the Minister in writing.
(2) The provisions of
sections 78 to 80 and 82 to 91 and section 95 of the
Financial Administration and Audit Act 1985 apply to the IMO as if it
were a statutory authority named in Schedule 1 to that Act.