ASIC Corporations (Amendment) Instrument 2026/313

Explanatory Statement

ASIC Corporations (Amendment) Instrument 2026/313

This is the Explanatory Statement for ASIC Corporations (Amendment) Instrument 2026/313.  

The Explanatory Statement is approved by the Australian Securities and Investments Commission (ASIC).

Summary

1.              ASIC Corporations (Amendment) Instrument 2026/313 (the amending instrument) amends ASIC Corporations (Related Scheme Reports) Instrument 2025/438 (the principal instrument). These amendments enable a registered scheme to include, in its sustainability report for a financial year, the sustainability reports of its related schemes for the financial year, provided certain requirements are met (sustainability reporting relief).  
2.              These amendments are intended to reduce regulatory burden, while facilitating consistent and comparable disclosures for users of these sustainability reports.  

Purpose of the instrument

1.              Under the principal instrument, a registered scheme can include in its financial report or concise report, the financial reports of its related schemes. Similarly, a registered scheme can include in its directors' report, the directors’ reports of its related schemes. This is subject to meeting certain requirements.
2.              The amendments enable a registered scheme to include, in its sustainability report for a financial year, the sustainability reports of its related schemes for the financial year, subject to meeting certain requirements.
3.              These amendments are intended to reduce the regulatory burden on related schemes that have elected, under the principal instrument, to present their financial reports and directors’ reports together, and that are also required to prepare a sustainability report for the financial year (reporting entities) under s292A(1) of the Corporations Act 2001 (the Corporations Act). Without the option to present their sustainability reports on the same basis, these schemes would otherwise face an unreasonable burden in having to prepare and lodge separate sustainability reports with ASIC.
4.              This is because it would:
   1.        lead to unnecessary duplication in sustainability reporting where the same information applies to multiple related schemes; and
   2.       make it more difficult for users to understand the connections between each scheme’s sustainability report and its annual financial report, particularly where the latter can be presented together but the information in the sustainability report must be presented separately: see also paragraphs 21–24 and B39–B44 of Appendix D of AASB S2: Climate-related Disclosures (AASB S2).    
5.              The aim of the amending instrument is to reduce compliance costs for reporting entities that are relying on the principal instrument, while facilitating consistent and comparable disclosures that comply with the sustainability reporting requirements under the Corporations Act and AASB S2.
6.              For example, consistent and comparable disclosures are facilitated through:
   1.        requiring the presentation of sustainability reports together based on the same groupings for presenting the financial reports together to the extent that these registered schemes are also reporting entities: see paragraph 6A(2)(a) of the amending instrument;
   2.       requiring the same auditor for the sustainability report of each registered scheme relying on the sustainability reporting relief: see paragraph 6A(2)(b) of the amending instrument; and
   3.        requiring a prominent statement that identifies where the information required under s296A(1) of the Corporations Act (relating to the content requirements of sustainability reports) is located for each registered scheme that relies on the sustainability reporting relief: see paragraph 6A(2)(c) of the amending instrument.
7.              For the avoidance of doubt, the amending instrument includes relief from the requirement to comply with subsections 296A(1)-(2), s296B(1) and s296C(1)(a) of the Corporations Act only to the extent that those provisions or AASB S2 may prevent a registered scheme from including, in its sustainability report for a financial year, the sustainability reports of related schemes for the financial year.
8.          The sustainability reporting requirements under the Corporations Act and AASB S2 otherwise continue to apply. For example:
   1.        under AASB S2, climate-related financial information relating to each reporting entity must be clearly identifiable and not obscured: see paragraph 62 and paragraph B27 of Appendix D of AASB S2. For instance, material information that is only relevant to a registered scheme cannot be obscured by aggregating information that is dissimilar: see paragraphs B27 and B29–B30 of Appendix D of AASB S2; and
   2.       AASB S2 permits a reporting entity to include tables, graphs or diagrams in addition to narrative text where this would enhance the clarity of the climate-related financial information: see paragraph D27 of Appendix D of AASB S2.

Consultation

1.          In November 2024, ASIC released Consultation Paper 380: Sustainability reporting which sought feedback on a broad range of sustainability reporting-related issues, including whether the principal instrument should be amended for the sustainability reporting context. ASIC also sought industry feedback on this matter in CS 24 Proposed remake of financial reporting-related legislative instruments, prior to remaking the principal instrument in September 2025.
2.          We received two submissions in response to these consultations that supported amending the principal instrument to enable sustainability reporting relief for related schemes. However, the submissions did not substantively address how the information required to be disclosed, under the sustainability reporting requirements, should be presented if such relief were to be granted.
3.          In March 2026, ASIC conducted a targeted consultation with stakeholders representing potential reporting entities, users and assurance providers, to consider this matter further. A draft amending instrument was provided for feedback. We received broad support for these amendments. 15 submissions were received.

Operation of the instrument

1.          Section 4 of the amending instrument provides that the principal instrument is amended as set out in the applicable items in Schedule 1 to the amending instrument.
2.          Item 1 of Schedule 1 to the amending instrument amends the simplified outline to reflect that under the principal instrument, subject to meeting various requirements, the sustainability report of a registered scheme is allowed to include the sustainability reports of related schemes that are required to prepare sustainability reports. The reference to ‘single entity or consolidated financial statements’ is also replaced with ‘financial report’.
3.          Item 2 of Schedule 1 to the amending instrument amends subsection 5(1) of the principal instrument in relation to the meaning of the definition ‘Act’, by inserting ‘the’ in front of ‘Corporations Act’.
4.          Item 3 of Schedule 1 to the amending instrument amends subparagraph 6(1)(a)(i) of the principal instrument by inserting ‘about the statements and notes’ after ‘declaration’. This distinguishes the directors’ declaration about the financial statements and notes in subparagraph 6(1)(a)(i) from the directors’ declaration under paragraph s296A(1)(e) of the Corporations Act.
5.          Item 4 of Schedule 1 to the amending instrument inserts section 6A after section 6 of the principal instrument.
6.          The effect of subsection 6A(1) is to provide relief to enable a registered scheme relying on the relief in the principal instrument to include, in its sustainability report for a financial year, the sustainability reports of related schemes that are required to prepare a sustainability report for the financial year. This includes sustainability reports that are prepared for a consolidated entity.
7.          Subsection 6A(2) provides that the sustainability reporting relief in subsection 6A(1) is only available where:
   1.        the registered scheme and each of its related schemes are reporting entities and relying on the principal instrument. The financial report of the registered scheme must include the financial reports of each of its related schemes that are relying on the sustainability reporting relief in subsection 6A(1). The financial report of the registered scheme may also include the financial reports of related schemes that are not required to prepare sustainability reports;
   2.       the sustainability reports of the registered scheme and each of its related schemes are audited or reviewed by the same auditor (whether an individual auditor, audit company or audit firm). However, the auditor is not required to be the same as the auditor of the annual financial reports of these entities, which broadly reflects the position in s324AA(1) of the Corporations Act that a registered scheme may have more than one auditor;
   3.        the sustainability report of the registered scheme contains a prominent statement identifying where the statements, notes and declaration required by subparagraphs 296A(1)(a)–(e) of the Corporations Act are located for each registered scheme that relies on the sustainability reporting relief. For example, the sustainability report of the registered scheme could include an index table that cross-references to the paragraph numbers that apply to the information required to be disclosed under s296A(1) of the Corporations Act by each registered scheme relying on the sustainability reporting relief;
   4.       the sustainability report of the registered scheme contains a prominent statement that the sustainability reporting relief is being relied on and an explanation of its effect;
   5.        where the related scheme does not have the same responsible entity as the registered scheme, the sustainability report contains a prominent statement to the effect that only the responsible entity for a registered scheme takes responsibility for the sustainability report for that scheme. In addition, a separate directors’ declaration under paragraph 296A(1)(e) of the Corporations Act is required from each responsible entity on behalf of the registered schemes that the responsible entity operates; and
   6.         where the directors’ declaration under paragraph 296A(1)(e) of the Corporations Act covers more than one registered scheme, each directors’ declaration must be presented in a way that enables each registered scheme to which it relates to be readily identified.

Legislative instrument and primary legislation 

1.          The subject matter and policy implemented by the amending instrument is more appropriate for a legislative instrument than primary legislation. This is because it provides relief where strict compliance with the primary legislation would produce an unintended result.
2.          If the matters in the amending instrument were to be inserted into the primary legislation, they would insert, into an already complex statutory framework, a set of specific provisions that would apply only to a relatively small group of entities. This would result in additional cost and unnecessary complexity for other users of the primary legislation.

Duration of the instrument

1.          The amending instrument will cease to have effect on expiry of the principal instrument. ASIC will review these instruments ahead of their sunset dates and consult on options for amending or remaking them as appropriate.

Legislative authority

1.          The amending instrument is made under subsection 341(1) of the Corporations Act, having regard to subsection 342(1) of the Corporations Act and subsection 33(3) of the Acts Interpretation Act 1901.
2.          Subsection 341(1) of the Corporations Act provides that ASIC may make an order in writing in respect of a specified class of companies, registered schemes, RSEs or disclosing entities, relieving any of those entities, auditors of those entities or directors, from all or specified requirements under Part 2M.2, Part 2M.3 and Part 2M.4 (other than Division 4).
3.          Subsection 342(1) of the Corporations Act provides that, to make an order under section 341, ASIC must be satisfied that complying with the relevant requirements would make the financial report, sustainability report or other reports misleading, be inappropriate in the circumstances, or impose unreasonable burdens.
4.          Under subsection 33(3) of the Acts Interpretation Act 1901, where an Act confers a power to make, grant or issue any instrument of a legislative or administrative character (including rules, regulations or by-laws), the power shall be construed as including a power exercisable in the like manner and subject to the like conditions (if any) to repeal, rescind, revoke, amend, or vary any such instrument.
5.          The amending instrument is a disallowable legislative instrument.

Statement of Compatibility with Human Rights 

1.          The Explanatory Statement for a disallowable legislative instrument must contain a Statement of Compatibility with Human Rights under subsection 9(1) of the Human Rights (Parliamentary Scrutiny) Act 2011. A Statement of Compatibility with Human Rights is in the Attachment.

Attachment

Statement of Compatibility with Human Rights

This Statement of Compatibility with Human Rights is prepared in accordance with Part 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.  

ASIC Corporations (Amendment) Instrument 2026/313

Overview

1.              ASIC Corporations (Related Scheme Reports) Instrument 2025/438 (the principal instrument) enables a registered scheme to, subject to meeting certain requirements:
   1.        include in its financial report or concise report, the financial reports of its related schemes; and
   2.       include in its directors' report, the directors’ reports of its related schemes.
2.              ASIC Corporations (Amendment) Instrument 2026/313 amends the principal instrument. The amendments enable a registered scheme to include, in its sustainability report for the financial year, the sustainability reports of its related schemes that are required to prepare a sustainability report for the financial year, provided certain requirements are met.

Assessment of human rights implications

3. This instrument does not engage any of the applicable rights or freedoms.  

Conclusion

4. This instrument is compatible with the human rights and freedoms recognised or declared in the international instruments listed in section 3 of the Human Rights (Parliamentary Scrutiny) Act 2011.