Commonwealth Authorities and Companies (Report of Operations) Orders 2005 (Cth)
Commonwealth Authorities and Companies (Report of Operations) Orders 2005
I, NICK MINCHIN, Minister for Finance and Administration, make these Orders under section 48 of the Commonwealth Authorities and Companies Act 1997.
Dated 29 June 2005
Nick Minchin
Minister for Finance and Administration
Contents
1Name of Orders 2
2Commencement 2
3Revocation of Commonwealth Authorities and Companies (Report of Operations) Orders 2002 2
4Application of Orders 2
5Interpretation 2
6Report of operations 3
Schedule 1Report of Operations Schedule 4
Part 1Preliminary 4
1Purpose 4
2Interpretation 4
3Exemptions 4
4Certification 4
Part 2 Form and content of the Report of Operations 5
Division 1Overview 5
5Content 5
6Standards of presentation 5
7Obtaining information from subsidiaries 5
Division 2General information about operations and activities 6
8Enabling legislation and responsible Minister 6
9Outline of organisational structure 6
10Review of operations and future prospects 6
11Judicial decisions and reviews by outside bodies 7
12Effects of Ministerial directions 8
13Disclosure requirements for GBEs 8
Division 3Specific information 9
14Directors 9
15Statement on governance 9
16Indemnities and insurance premiums for officers 10
Division 4Miscellaneous 10
17Other statutory requirements 10
18Commonwealth disability strategy 11
Name of Orders
These Orders are the Commonwealth Authorities and Companies (Report of Operations) Orders 2005.
Commencement
These Orders commence on 30 June 2005.
Revocation of Commonwealth Authorities and Companies (Report of Operations) Orders 2002
The Commonwealth Authorities and Companies (Report of Operations) Orders 2002 are revoked.
Application of Orders
These Orders apply to Commonwealth authorities in relation to each financial year ending on or after 30 June 2005.
Interpretation
(1) In these Orders:
CAC Act means the Commonwealth Authorities and Companies Act 1997.
(2) Unless the contrary intention appears, an expression that is used in these Orders and in the CAC Act generally, or in a particular provision of the CAC Act mentioned in these Orders, has the same meaning in these Orders.
Report of operations
The Report of Operations Schedule comprises Schedule 1 to these Orders and specifies the requirements for the report of operations required to be prepared by the directors of a Commonwealth authority and included in its annual report under clause 1 of Schedule 1 to the CAC Act.
Notes
[Basis for annual report] Section 9 of the CAC Act requires the directors of a Commonwealth authority to prepare an annual report in accordance with Schedule 1 of the CAC Act.
[Financial statements requirement] The annual report must include financial statements prepared by the directors (clause 2 of Schedule 1 to the CAC Act) and the Auditor-General’s report on those financial statements. As at 1 July 2005, the Orders relating to financial statements are the Commonwealth Authorities and Companies Orders (Financial Statements for reporting periods ending on or after 30 June 2005).
[Tabling requirement] Section 9 of the CAC Act provides that the directors must give the annual report to the responsible Minister by the 15th day of the 4th month after the end of the Commonwealth authority’s financial year. Where a Commonwealth authority’s financial year ends on 30 June, this means that the annual report must be given to the responsible Minister by 15 October. The responsible Minister must, in turn, table the annual report in both Houses of the Parliament ‘as soon as practicable’.
Schedule 1 Report of Operations Schedule
(order 6)
Part 1 Preliminary
Purpose
This Schedule specifies the requirements for the report of operations required to be prepared by the directors of a Commonwealth authority and included in its annual report under clause 1 of Schedule 1 to the CAC Act.
Interpretation
In this Schedule, unless the contrary intention appears:
operations means activities and processes performed in pursuing the objectives or discharging the functions, as the case requires, of the Commonwealth authority.
period covered by the report means the period from the first day of the financial year to the date on which the report of operations was certified by the directors as being made in accordance with clause 4.
Exemptions
(1) In special circumstances, the Finance Minister, or a delegate of the Finance Minister, may grant a written exemption to the directors of a Commonwealth authority, or a class of Commonwealth authorities, from any requirement specified in this Schedule.
(2) An exemption under subclause (1) may be granted subject to conditions.
(3) Particulars of an exemption granted under subclause (1) must be given in the report of operations to which the exemption applies.
Certification
(1) The report of operations must:
(a) be made in accordance with a resolution of the directors; and
(b) be signed by a director; and
(c) specify the date on which the report is made; and
(d) state that the directors are responsible under section 9 of the CAC Act for the preparation and content of the report of operations in accordance with the Finance Minister’s Orders.
(2) If the Commonwealth authority has only one director, the report of operations must:
(a) be signed by the director; and
(b) specify the date on which the report is made; and
(c) state that the director is responsible under section 9 of the CAC Act for the preparation and content of the report of operations in accordance with the Finance Minister’s Orders.
Part 2 Form and content of the Report of Operations
Division 1 Overview
Content
The report of operations must include:
(a) the general information required by Division 2; and
(b) the specific information required by Division 3; and
(c) any other information required by Division 4.
Standards of presentation
(1) The report of operations must be constructed having regard to the interests of users. Information included in the report must be relevant and reliable and should be concise, readily understandable and balanced.
(2) The text of the report of operations should be free of ambiguity, jargon and excessive use of acronyms and technical terms.
(3) Use should be made in the report of operations of appropriate tables, graphs, diagrams and charts to illustrate and explain matters dealt with in the report.
(4) The report of operations may be accompanied by, or incorporate, other reports (for example, a chief executive officer’s report) not inconsistent with the report of operations, which meet the standards required by this clause.
(5) This Schedule should not be construed as specifying a particular structure for the report of operations, nor as limiting the directors as to any additional matters they may consider appropriate to report upon.
Obtaining information from subsidiaries
If, having taken all reasonable steps as are available to them, the directors of the Commonwealth authority are unable to obtain information from a subsidiary that is required for the purposes of the report of operations within the time necessary to enable the presentation of the annual report to the responsible Minister within the period required under section 9 of the CAC Act, the directors should:
(a) prepare the report of operations without incorporating the information; and
(b) include such qualifications and explanations in the report of operations as are necessary to prevent the report from being misleading.
Division 2 General information about operations and activities
Enabling legislation and responsible Minister
The report of operations must specify:
(a) the Commonwealth authority’s enabling legislation and its objectives and functions, as the case requires, set out in that legislation; and
(b) the name of the responsible Minister at the date of the report and the names of any other responsible Ministers during the period covered by the report.
Outline of organisational structure
The report of operations must provide an outline of the organisational structure of the Commonwealth authority (including subsidiaries) and the location of major activities and facilities.
Review of operations and future prospects
(1) The report of operations must include the following information:
(a) a review of how the Commonwealth authority has performed during the financial year in relation to:
(i) its statutory objects and functions, as the case requires; and
(ii) its corporate plan, where applicable; and
(iii) its principal outputs and contribution to outcomes;
(b) factors, events or trends influencing its performance over the financial year and in the future, including the risks and opportunities that it faces and the strategies adopted or proposed to be adopted to manage those risks and opportunities;
(c) significant events referred to in section 15 of the CAC Act that have taken place during the financial year;
(d) the operational and financial results of the authority during the financial year, including:
(i) its principal outputs; and
(ii) major investing and financing activities; and
(iii) key financial and non-financial performance indicators;
(e) significant changes in the authority’s state of affairs or principal activities that have occurred during the financial year;
(f) developments since the end of the financial year, giving particulars of any matter or circumstance that has arisen and has significantly affected or may significantly affect:
(i) the authority’s operations in future financial years; or
(ii) the results of those operations in future years; or
(iii) the authority’s state of affairs in future financial years.
(2) The assessment of performance required under paragraph (1) (a) should;
(a) address both the efficiency and effectiveness of the operations of the Commonwealth authority in producing its principal outputs; and
(b) make clear links between outcomes, strategies for achieving those outcomes and the principal outputs.
Note The presentation of outcome and output information for Commonwealth authorities in the General Government Sector should be consistent with the relevant Portfolio Budget Statements and Portfolio Additional Estimates Statements under the arrangements for accrual budgeting. Commonwealth authorities in the General Government Sector may be identified from the internet website of the Department of Finance and Administration at (3) In this clause:
effectiveness means the extent to which a Commonwealth authority has achieved the objectives or discharged the functions, as the case requires, set out in its enabling legislation.
efficiency means the extent to which a Commonwealth authority has maximised the outputs produced from a given level and quality of inputs or minimised the inputs used to produce a given level and quality of outputs.
financial results means the results shown in the financial statements of a Commonwealth authority.
financing activities means those activities which relate to changing the size and composition of the financial structure of a Commonwealth authority.
investing activities means those activities which relate to the acquisition and disposal of non-current assets, including property, plant and equipment and other productive assets and investments such as securities which are not cash or cash equivalents.
outcomes means the results, impacts or consequences of actions by the Commonwealth public sector on the Australian community.
outputs means the goods or services produced by the Commonwealth authority for external organisations or individuals. Outputs include goods and services produced for other areas of the Commonwealth public sector external to the authority. Goods and services produced by an authority for consumption within that authority are not regarded as outputs.
Judicial decisions and reviews by outside bodies
The report of operations must include particulars of:
(a) judicial decisions and decisions of administrative tribunals that have had, or may have, a significant impact on the operations of the Commonwealth authority; and
(b) reports on the operations of the authority by the Auditor-General (other than the report on the financial statements), a Parliamentary committee or the Commonwealth Ombudsman.
Effects of Ministerial directions
(1) The report of operations must provide particulars of:
(a) any directions issued by the responsible Minister, or other Minister, under the enabling legislation of the Commonwealth authority or other legislation:
(i) during the financial year; and
(ii) since the end of the financial year; and
(iii) continuing from previous financial years; and
(b) general policies of the Government notified by the responsible Minister under section 28 of the CAC Act:
(i) during the financial year; and
(ii) since the end of the financial year; and
(iii) continuing from previous financial years.
(2) Where a direction or general policy reported under subclause (1) has not been fully complied with, the report should include an explanation of the extent of, and reasons for, the non-compliance.
Disclosure requirements for GBEs
(1) Subject to subclause (2), and to the extent that they are not covered by clause 10 of this Schedule, the following matters must be included in the report of operations of a Commonwealth authority that is a GBE:
(a) an assessment of:
(i) any significant changes in overall financial structure and condition over the financial year; and
(ii) any material events and uncertainties that would cause reported financial information not to be necessarily indicative of future operating results or financial condition;
(b) the amount of dividends paid or recommended in relation to the financial year;
(c) a description of any community service obligations, including:
(i) an outline of the strategies and policies that the GBE adopted to achieve those obligations; and
(ii) an assessment of the cost of those obligations over the financial year.
(2) If the directors of the GBE believe, on reasonable grounds, that relevant information referred to in subclause (1) is commercially sensitive and, if it were included in the report of operations, would be likely to result in unreasonable commercial prejudice to the GBE:
(a) the information need not be included; and
(b) if the information is not included, the report of operations must state that some or all, as the case requires, of the information required has not been included.
Division 3 Specific information
Directors
(1) The following particulars must be given in the report of operations with respect to the directors of the Commonwealth authority:
(a) each director’s name, qualifications, experience and special responsibilities and whether he or she is an executive director or a non-executive director;
(b) the number of meetings of the board of directors held during the financial year and each director’s attendance at those meetings.
(2) The particulars required by subclause (1) should be given for each director who was in office at the date of the report of operations or during the period covered by the report, distinguishing between directors at the date of the report and those who ceased to be directors during the period covered by the report.
(3) The particulars required by paragraph (1) (b) do not apply in the case of a Commonwealth authority which has only one director.
Statement on governance
(1) The report of operations must include a statement of the main corporate governance practices that the Commonwealth authority had in place during the financial year.
Note Australian Stock Exchange Listing Rule 4.10.3 (and the associated Guidance Note 9 ‘Disclosure of Corporate Governance Practices’) contains requirements for listed companies regarding disclosure of corporate governance practices.
(2) The statement must include the following information for each board committee (including the audit committee) of the Commonwealth authority:
(a) the committee’s main responsibilities and rights;
(b) each members’ name, position held within the Commonwealth authority and special responsibilities;
(c) the number of meetings of the committee held during the financial year and each member’s attendance at those meetings.
(3) Without limiting the content of the statement, it may include:
(a) whether there are any formal induction or continuing education processes to inform non-executive directors of their responsibilities and rights; and
(b) whether there is any formal mechanism for reviewing the performance of directors; and
(c) the main procedures by which the directors can seek independent professional advice, at the authority’s expense, in carrying out their duties; and
(d) the directors’ approach to identifying areas of significant business risk and to putting arrangements in place to manage such risk; and
(e) the authority’s policy on the establishment and maintenance of appropriate ethical standards.
Note The Australian Public Service (APS) Values and Code of Conduct in the Public Service Act 1999 apply to the staff of Commonwealth authorities declared under their enabling legislation to constitute a Statutory Agency for the purposes of the Public Service Act 1999.
A range of codes of conduct and governance exist for directors of companies. For example, the Australian Institute of Company Directors has published a code of conduct for company directors.
Indemnities and insurance premiums for officers
(1) The report of operations must include details of:
(a) any indemnity that is given to a current or former officer against a liability, or any relevant agreement under which an officer 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 liability for legal costs.
Note Sections 27M and 27N of the CAC Act contain general prohibitions against giving certain indemnities and exemptions and against paying certain insurance premiums.
(2) The details required under subclause (1) are:
(a) for an officer — their name or the class of officer to which they belong or belonged; and
(b) the nature of the liability; and
(c) for an indemnity given — the amount the authority paid and any other action the authority took to indemnify the officer; and
(d) for an agreement to indemnify — the amount that the relevant agreement requires the authority to pay and any other action the relevant agreement requires the authority to take to indemnify the officer; and
(e) for an insurance premium — the amount of the premium.
(3) The report of operations 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.
Division 4 Miscellaneous
Other statutory requirements
(1) The report of operations must include any matters required to be included in the annual report of the Commonwealth authority by:
(a) the authority’s enabling legislation; and
(b) any other legislation.
(2) Any requirements referred to in subclause (1) must include any such matters carried out by or through a subsidiary of the Commonwealth authority.
Note At the time of the making of these Orders certain information was required to be included in the annual report of a Commonwealth authority by the:
·Commonwealth Electoral Act 1918, section 311A (applies to a Commonwealth authority that is also a Statutory Agency under the Public Service Act 1999).
·Environment Protection and Biodiversity Conservation Act 1999, section 516A. Information on ecologically sustainable development (including the EPBC Act and a suggested approach to meeting the statutory reporting requirements) can be found from the Department of the Environment and Heritage website at: of Information Act 1982, subsection 8 (1).
·Occupational Health and Safety (Commonwealth Employment) Act 1991, section 74.
Commonwealth disability strategy
The report of operations of a Commonwealth authority (other than a GBE) must include an assessment of the authority’s performance in implementing the Commonwealth Disability Strategy in the terms set out in the Guide to the Performance Reporting Framework.
Note Both the Strategy and the Guide are available from the Commonwealth Disability Strategy website at
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