Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011

  • revoked
  • Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011: revoked, on 29 March 2013, by clause 14 of the Financial Reporting Act (Australian Issuers) Exemption Notice 2013 (SR 2013/63).

Reprint
as at 29 March 2013

Coat of Arms of New Zealand

Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011

(SR 2011/318)

  • Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011: revoked, on 29 March 2013, by clause 14 of the Financial Reporting Act (Australian Issuers) Exemption Notice 2013 (SR 2013/63).


Note

Changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in this reprint.

A general outline of these changes is set out in the notes at the end of this reprint, together with other explanatory material about this reprint.

This notice is administered by the Financial Markets Authority.


Pursuant to section 35A of the Financial Reporting Act 1993, the Financial Markets Authority gives the following notice (to which is appended a statement of reasons of the Financial Markets Authority).

Notice

1 Title
  • This notice is the Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011.

2 Commencement
  • This notice comes into force on 16 September 2011.

3 Expiry
  • This notice expires on the close of 30 September 2016.

4 Application
  • An exemption granted by this notice applies to the following accounting periods of an exempt issuer:

    • (a) the accounting period that ended on 31 March 2011; and

    • (b) subsequent accounting periods.

5 Interpretation
  • (1) In this notice, unless the context otherwise requires,—

    approved auditor means an accountant who is qualified under the laws of Australia to give an opinion as to whether the specified financial statements comply with generally accepted accounting practice in Australia

    exempt issuer means an issuer that—

    • (a) is a company incorporated in Australia; and

    • (b) has 1 or more subsidiaries

    specified financial statements, in relation to an exempt issuer, means the consolidated financial statements of the exempt issuer that are required to be prepared in accordance with the laws of Australia, including any financial information that is appended to those statements in accordance with the Corporations Regulations 2001 (Aust).

    (2) Any term or expression that is defined in the Act and used, but not defined, in this notice has the same meaning as in the Act.

6 Exemptions from sections 10(1), 11, 13, 14, 15, and 16 of Act
  • (1) Every director of an exempt issuer is exempted from sections 10(1), 11, 13, 14, 15, and 16 of the Act in respect of the exempt issuer.

    (2) However, the directors of an exempt issuer are not exempt from sections 13, 14, 15, and 16 of the Act to the extent that those sections impose requirements relating to financial statements for a group's New Zealand business (see section 9(2) of the Act).

7 Exemption from section 18(1) of Act in respect of financial statements
  • Every director of an exempt issuer is exempted from section 18(1) of the Act in respect of the exempt issuer to the extent that section 18(1) requires copies of the financial statements of an exempt issuer, together with a copy of the auditor’s report on those statements, to be delivered to the Registrar for registration.

8 Conditions of exemptions in clauses 6 and 7
  • (1) The exemptions in clauses 6 and 7 are subject to the following conditions:

    • (a) the exempt issuer, in relation to its specified financial statements, must comply with the laws of Australia that relate to the preparation, content, auditing, and public filing of those statements:

    • (b) the specified financial statements of an exempt issuer, when delivered to the Registrar under clause 10,—

      • (i) must be accompanied by a report by an approved auditor that complies with the requirements of the Corporations Act 2001 (Aust):

      • (ii) must, if the specified financial statements do not give a true and fair view of the matters to which they relate, be accompanied by a statement containing the information and explanations required to give a true and fair view of those matters:

      • (iii) must, if the specified financial statements omit material information about the financial performance, financial position, and cash flows of the exempt issuer in the accounting period to which the financial statements relate, be accompanied by a statement disclosing that information.

    (2) In subclause (1)(b)(iii), material information means information that a reasonable person would expect to have a material effect on the decision of a holder of the securities who commonly invests in securities as to whether to continue to hold the securities.

9 Exemption from section 18(1) of Act in respect of group financial statements
  • (1) Every director of an exempt issuer is exempted from section 18(1) of the Act in respect of the exempt issuer to the extent that section 18(1) requires copies of group financial statements, together with a copy of the auditor's report on those statements, to be delivered to the Registrar for registration.

    (2) However, the directors of an exempt issuer are not exempt from section 18(1) of the Act to the extent that it imposes requirements relating to financial statements for a group's New Zealand business (see section 9(2) of the Act).

10 Conditions of exemption in clause 9
  • The exemption in clause 9 is subject to the following conditions:

    • (a) the specified financial statements of an exempt issuer must be delivered to the Registrar for registration annually, and no later than the date on which group financial statements would, but for the exemption in clause 9, be required to be delivered for registration:

    • (b) the exempt issuer must, at the same time, pay to the Registrar the prescribed registration fee that would, but for the exemption in clause 9, be required to be paid under section 18(2) of the Act.

Dated at Wellington this 12th day of September 2011.

Sean Hughes,
Chief Executive.


Statement of reasons

This notice, which comes into force on 16 September 2011 and expires on the close of 30 September 2016, exempts the directors of companies incorporated in Australia that are issuers for the purposes of the Financial Reporting Act 1993 (the Act) from various provisions of the Act. The notice relates to ongoing financial reporting requirements of those issuers. It does not affect the financial disclosure of the issuers in offer documents for offers of securities.

The exemptions allow the directors of exempt issuers to register consolidated financial statements for the group and summary information on the parent entity that comply with the preparation and audit requirements of Australia. The principal differences between financial statements that comply with the Act and the financial statements to be filed under this notice are—

  • the exempt issuer will not need to prepare, have audited, and register full separate parent entity financial statements because this is no longer required under Australian law; and

  • the consolidated financial statements of the exempt issuer, and the associated audit report, will comply with generally accepted accounting practice in Australia and Australian requirements for audit reports.

The Financial Markets Authority (FMA), after satisfying itself as to the matters set out in section 35A(2) of the Act, considers that it is appropriate to grant the exemptions because—

  • changes made to financial reporting laws in Australia in June 2010 removed the requirement for consolidated financial statements to be accompanied by separate parent entity financial statements. Associated changes, however, require specified summary financial information about the parent entity to be provided in the note disclosures of the consolidated financial statements:

  • the exemptions reduce regulatory compliance costs of Australian issuers that are reporting entities under the Financial Reporting Act 1993 by exempting them from the need to prepare, have audited, and register with the Registrar of Companies financial statements that comply with New Zealand generally accepted accounting practice, including full separate parent entity financial statements, that they are otherwise not required to prepare in Australia:

  • FMA has had regard to the financial reporting and audit requirements that Australian issuers must comply with and considers that the financial reporting obligations under the laws of Australia, together with any additional information required under the conditions of the exemption, will provide New Zealand securities holders with adequate financial information about companies in which they invest. FMA also considers that Australia has adequate regulatory and enforcement mechanisms in this regard:

  • FMA considers that full consolidated financial statements of a company supplemented with summary financial information on the parent entity will, in most cases, provide sufficient information to satisfy the information needs of an entity's investors. However, there may be some circumstances where additional material information on the parent entity needs to be disclosed for investors to understand the financial position, performance, and cash flows of the parent entity as those matters affect their investment. The conditions of this notice require directors of the exempt issuers to consider and disclose any such information:

  • in the light of the Australian requirements, and the additional information that must be disclosed under the conditions of the notice if necessary to provide investors with all material information about the financial position, financial performance, and cash flows of the parent entity, FMA does not consider the exemption will cause significant detriment to New Zealand security holders of the exempt issuers. Further, the exemptions only apply to Australian issuers, and those issuers are still required to prepare, have audited, and publicly file financial statements in New Zealand but may do so on the basis of compliance with Australian laws and the additional information required by this notice. Accordingly, FMA is satisfied that the extent of the exemptions is not broader than is reasonably necessary to address the matters that gave rise to the exemptions.


Issued under the authority of the Acts and Regulations Publication Act 1989.

Date of notification in Gazette: 15 September 2011.


Financial Reporting Act (Australian Issuers) Exemption Notice 2013

(SR 2013/63)

Pursuant to section 35A of the Financial Reporting Act 1993, the Financial Markets Authority gives the following notice (to which is appended a statement of reasons of the Financial Markets Authority).

Notice

2 Commencement
  • This notice comes into force on the day after the date of its notification in the Gazette.

Part 3
General provisions

15 Transitional provision
  • (1) This clause applies if, before the revocation of the Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011, an Australian parent entity has appointed an auditor in respect of an accounting period that has commenced before the commencement of this notice.

    (2) The Australian parent entity may either—

    • (a) rely on the exemptions contained in the Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011 (as in force immediately before that notice was revoked, as if that notice were still in force) in respect of that accounting period; or

    • (b) rely on the exemptions contained in Part 1 of this notice as if it were an exempt issuer for the purposes of this notice.

Dated at Wellington this 25th day of March 2013.

Sue Brown,
Head of Primary Regulatory Operations.

Date of notification in Gazette: 28 March 2013.


Contents

  • 1General

  • 2Status of reprints

  • 3How reprints are prepared

  • 4Changes made under section 17C of the Acts and Regulations Publication Act 1989

  • 5List of amendments incorporated in this reprint (most recent first)


Notes
1 General
  • This is a reprint of the Financial Reporting Act (Australian Parent Entity Financial Statements) Exemption Notice 2011. The reprint incorporates all the amendments to the notice as at 29 March 2013, as specified in the list of amendments at the end of these notes.

    Relevant provisions of any amending enactments that contain transitional, savings, or application provisions that cannot be compiled in the reprint are also included, after the principal enactment, in chronological order. For more information, see http://www.pco.parliament.govt.nz/reprints/ .

2 Status of reprints
  • Under section 16D of the Acts and Regulations Publication Act 1989, reprints are presumed to correctly state, as at the date of the reprint, the law enacted by the principal enactment and by the amendments to that enactment. This presumption applies even though editorial changes authorised by section 17C of the Acts and Regulations Publication Act 1989 have been made in the reprint.

    This presumption may be rebutted by producing the official volumes of statutes or statutory regulations in which the principal enactment and its amendments are contained.

3 How reprints are prepared
  • A number of editorial conventions are followed in the preparation of reprints. For example, the enacting words are not included in Acts, and provisions that are repealed or revoked are omitted. For a detailed list of the editorial conventions, see http://www.pco.parliament.govt.nz/editorial-conventions/ or Part 8 of the Tables of New Zealand Acts and Ordinances and Statutory Regulations and Deemed Regulations in Force.

4 Changes made under section 17C of the Acts and Regulations Publication Act 1989
  • Section 17C of the Acts and Regulations Publication Act 1989 authorises the making of editorial changes in a reprint as set out in sections 17D and 17E of that Act so that, to the extent permitted, the format and style of the reprinted enactment is consistent with current legislative drafting practice. Changes that would alter the effect of the legislation are not permitted.

    A new format of legislation was introduced on 1 January 2000. Changes to legislative drafting style have also been made since 1997, and are ongoing. To the extent permitted by section 17C of the Acts and Regulations Publication Act 1989, all legislation reprinted after 1 January 2000 is in the new format for legislation and reflects current drafting practice at the time of the reprint.

    In outline, the editorial changes made in reprints under the authority of section 17C of the Acts and Regulations Publication Act 1989 are set out below, and they have been applied, where relevant, in the preparation of this reprint:

    • omission of unnecessary referential words (such as of this section and of this Act)

    • typeface and type size (Times Roman, generally in 11.5 point)

    • layout of provisions, including:

      • indentation

      • position of section headings (eg, the number and heading now appear above the section)

    • format of definitions (eg, the defined term now appears in bold type, without quotation marks)

    • format of dates (eg, a date formerly expressed as the 1st day of January 1999 is now expressed as 1 January 1999)

    • position of the date of assent (it now appears on the front page of each Act)

    • punctuation (eg, colons are not used after definitions)

    • Parts numbered with roman numerals are replaced with arabic numerals, and all cross-references are changed accordingly

    • case and appearance of letters and words, including:

      • format of headings (eg, headings where each word formerly appeared with an initial capital letter followed by small capital letters are amended so that the heading appears in bold, with only the first word (and any proper nouns) appearing with an initial capital letter)

      • small capital letters in section and subsection references are now capital letters

    • schedules are renumbered (eg, Schedule 1 replaces First Schedule), and all cross-references are changed accordingly

    • running heads (the information that appears at the top of each page)

    • format of two-column schedules of consequential amendments, and schedules of repeals (eg, they are rearranged into alphabetical order, rather than chronological).

5 List of amendments incorporated in this reprint (most recent first)
  • Financial Reporting Act (Australian Issuers) Exemption Notice 2013 (SR 2013/63): clause 14