Commonwealth companies must ensure that the following content is included in their annual report as specified by the Public Governance, Performance and Accountability Rule 2014 (PGPA Rule).
The drop down menus below provide detail and guidance on the following annual report requirements:
A company’s corporate plan must set out its purposes at the beginning of the reporting period. The annual report must include the purposes as stated in the company’s corporate plan.
The annual report for a Commonwealth company must include information on the results of measurement and assessment of the company’s performance during the reporting period, including against any performance measures and any targets included in the company’s corporate plan for the period.
The annual report must include the current responsible Minister’s name and the name of any other responsible Ministers during the financial year being reported on.
The title of the responsible Minister(s) must also be included.
Annual reports must include details of any directions issued by the responsible Minister, or other Minister(s), under the company’s constitution, an Act or an instrument during the reporting period.
Under the Public Governance, Performance and Accountability Act 2013, the government may make a government policy order that specifies a policy of the Australian Government that is to apply to one or more companies. A company that is subject to a government policy order is required to include this information in its annual report.
A Commonwealth company must also include in their annual report if they did not comply with a direction or order, and include particulars of the non-compliance.
(Section 28E (f) (i) –(v) – Directors).
The annual report for a Commonwealth company must include the following information about each director of the company during the reporting period:
For the purposes of annual reporting, an executive member is an employee of the company responsible for executive functions in the management and administration of the company.
Non-executive members are independent of corporate management and not employees of the company.
(28E (ga)(i)-(iv) – Management of Human Resources).
Annual reports must include an outline of the organisational structure of the company (and any subsidiaries) and an outline of the location (whether or not in Australia) of major activities or facilities of the company.
The annual report must include the following information which is designed to give readers a high-level understanding of the organisation.
Commonwealth companies must include statistics on the number of employees of the company (with reference to ongoing (meaning permanent) employees and non-ongoing (fixed term contract) employees), at the end of the reporting period and the previous reporting period, in relation to each of the following:
- full time employees, as identified by your company's employment arrangements. As a guide, the Fair Work Ombudsman provides general employment definitions on their website.
- part-time employees as identified by your company's employment arrangements.
- gender, as defined by the Sex Discrimination Act 1984, and in line with the recommendations made in the Attorney-General's Department's Australian Government Guidelines on the Recognition of Sex and Gender (2013).
- location, based on the State or Territory of employment.
It must also include an outline of the location (whether or not in Australia) of major activities or facilities of the company.
All human resources statistics are to be calculated and reported on an actual head count basis (number of employees) as at the end of each reporting period. Full-time equivalent statistics (for example, 1.5 FTE) are not to be reported.
If a company believes the level of disaggregation of employee data could result in significant risk of unintentional identification and consequential harm to a specific employee, then the company has the discretion to report that employee’s data at a higher level without further disaggregation. It is important when considering this, that the level of aggregation of information doesn’t make the reporting “meaningless” or be seen to obfuscate other details.
The annual report must include information on the main corporate governance practices that the company had in place during the financial year.
The content of this statement is at the discretion of the directors; however, it is suggested that the review should include:
- board committees of the company and their main responsibilities
- education and performance review processes for directors
- ethics and risk management policies
- any legislation that specifically applies to the company, by name.
The annual report for a Commonwealth company must include the following:
The decision making process undertaken by the directors of the company for making a decision if:
- the decision is to approve the company paying for a good or service from another Commonwealth entity or a company, or providing a grant to a Commonwealth entity or a company
- the company, and the Commonwealth entity or the company, are related entities
- the value of the transaction, or if there is more than one transaction, the aggregate value of those transactions, is more than $10 000 (inclusive of GST).
If the annual report includes the information above, then the following must be included:
- if there is only one transaction—the value of the transaction ; and
- if there is more than one transaction—the number of transactions and the aggregate of value of the transactions.
- an individual is the accountable authority of both bodies, or
- an individual is a member of the accountable authority, or a director of the board, of both bodies, or
- an individual is a member of the accountable authority of one body and a director of the board of the other body, or
- an individual is the accountable authority of one body and a member of the accountable authority, or director of the board, of the other body.
The annual report must include the decision making process undertaken by the directors of the company when it enters into a procurement or grant transaction where a director of the company holds a similar position in the organisation that provides the good or service or receives the grant.
The organisation providing the good or service or receiving the grant may take the form of a Commonwealth entity, Commonwealth company or a private company.
The annual report must detail any significant activities and changes that affected the operations or structure of the company during the period.
This may include:
- forming or participating in the formation of a company, significant partnership, trust or unincorporated joint venture
- acquiring or disposing of a significant business or shareholding in a company
- amendments to the constitution of the company and to any relevant legislation
- commencing or ceasing a significant business activity
- changes to the membership structure of the company
- amendments to legislation that specifically apply to the company, by name (if applicable).
The annual report must include information on any judicial decisions or decisions of administrative tribunals that have occurred in the reporting period.
The annual report must also include particulars of any report on the company given during the period by:
- the Auditor-General, or
- a Committee of either or both Houses of the Parliament, or
- the Commonwealth Ombudsman, or
- the Office of the Australian Information Commissioner, or
- the Australian Securities and Investments Commission.
The annual report must provide an explanation if directors have been unable to obtain information from a subsidiary that is required to be included in the annual report and the effect of not having the information in the annual report.
(Section 28E (oa) – Executive Remuneration).
Commonwealth companies are required to include information about executive remuneration.
RMG-139 Commonwealth companies Executive Remuneration Reporting Guide for Annual Reports provides additional guidance on reporting executive remuneration and is available under Tools and templates.
(Section 28E (ob)(ii)-(v) – Audit committee).
Annual reports for Commonwealth companies must include the following information about the audit committee for the company:
- a direct electronic address of the charter determining the functions of the audit committee
- the name of each member of the audit committee
- the qualifications, knowledge, skills or experience of those members
- information about each of those members' attendance at meetings of the audit committee
- the remuneration of each of those members.
RMG-202 Audit Committees provides additional guidance on reporting requirements for audit committees and is available under Tools and templates.
Companies should note all annual reports must include a list of requirements to be provided in a consistent format for all companies.
The mandatory table can be located in Appendix A under Tools and templates, in Schedule 2B of the PGPA Rule.
The list of requirements must be included as an appendix to the annual report. If an item specified in the checklist is not applicable to the company, it should be reported as “not applicable” rather than omitted from the list.
Companies must also provide details of the location of the information in the annual report that addresses each of the mandatory requirements specified by the PGPA Rule.
In addition to the above requirements, a government business enterprise (GBE) that is a company is required to disclose the following in the annual report:
- An assessment of:
- significant changes in the company's overall financial structure and financial condition during the reporting period
- any events or risks that could cause financial information that is reported not to be indicative of future operations or financial condition.
- Dividends paid or recommended in relation to the reporting period. Details on dividends are also required under the Corporations Act 2001.
- Details of any community service obligations the GBE has, including:
- an outline of actions the GBE has taken to fulfil those obligations
- an assessment of the cost of fulfilling those obligations.
Information can be excluded where the directors believe, on reasonable grounds, that it is commercially sensitive and would likely result in unreasonable commercial prejudice to the GBE. The annual report must state whether commercially sensitive information has been excluded.