UNDERSTANDING SSX PERIODIC FINANCIAL
REPORTING REQUIREMENTS
www.ssx.sydney
SYDNEY STOCK EXCHANGE
UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
Table of Contents
1. INTRODUCTION..................................................................................................................................................3
2. OVERVIEW............................................................................................................................................................3
3. QUARTERLY CASH REPORT.................................................................................................................................3
4. HALF YEAR REPORT AND HALF YEAR FINANCIAL STATEMENTS...........................................................4
5. FULL YEAR INDICATIVE FINANCIAL REPORT..................................................................................................5
6. ANNUAL FINANCIAL STATEMENTS...................................................................................................................5
7. ANNUAL REPORT TO MEMBERS....................................................................................................................6
8. REQUIREMENTS ABOUT HALF YEAR/ANNUAL FINANCIAL STATEMENT UNDER THE ACT...............6
9. CONSEQUENCE OF NON COMPLIANCE.................................................................................................8
Appendix 1: Rule Summary – Periodic Financial Reporting Obligations...................................................................9
Appendix 2: Periodic Financial Reporting Timeline...........................................................................................................11
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SYDNEY STOCK EXCHANGE
UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
1. INTRODUCTION
A listee on Sydney Stock Exchange (“SSX”) has mandatory periodic financial reporting obligations under both the Corporations
Act 2001 (the Act) and SSX Listing Rules (the Listing Rules). The policy objective is to ensure the fundamental information
relating to the listee’s financial position and business operations is disclosed accurately and in a timely manner to the public.
This enables the public to assess the value of the listee’s securities, the operations of the company reported on and to provide the
shareholders an opportunity to examine the business operations of the company. Overall, it is a mechanism designed to promote
the fairness, transparency and effectiveness of the market.
There are certain overlapping financial reporting obligations imposed by the Act and the Listing Rules except that they are
referenced in different terms. More importantly, the listee is faced with more reporting obligations under the Listing Rules than unlisted
entities due to the listed status.
2. OVERVIEW
The periodic financial reporting requirements in the Listing Rules are supplemented by, and in addition to, those prescribed by the Act. The
financial reporting requirements under the Act has two parts, the preparation and lodgment of annual and half year reports with ASIC and
the provision of annual reports to shareholders.
The relevant provisions in the Act 1 are as follows:
•
•
•
Div 1 of the Part 2M.3 – Annual Financial Reports and Directors’ Reports (required to be lodged with ASIC).
Div 2 of the Part 2M.3 – Half Year Financial Reports and Directors’ Reports (required to be lodged with ASIC).
Div 4 of the Part 2M.3 – Annual Financial Reporting to Members (dispatched and/or made available to its members).
In addition to the above requirements set out in the Act, listees on SSX market are also bound by the periodic financial reporting obligations
under the Listing Rules, such as:
•
•
•
Rule 15.19 – 15.20: Quarterly Cash Reports; 2
Rule 15.8 – 15.15: Half Year Report and Half Year Financial Statements;
Rule 15.1-15:7: Full Year Indicative Financial Report, Annual Report and Financial Statements.
It is important to note that the periodic financial reporting obligations should not be considered as substitute for the listee’s continuous
disclosure obligation. The listee must disclose any information that is material to the market immediately, even though such information may
later be required to be included in one of the periodic financial reporting reports for the purpose of complying with the listee’s periodic
financial reporting obligation.
3. QUARTERLY CASH REPORT
What does it contain?
The quarterly cash report informs SSX and the market how the listee’s activities have been financed for the previous
quarter and the effect on its cash position at the end of that quarter . It is prepared by way of completing Appendix
15-3 which sets out all the mandatory information the listee is required to provide. However, the listee is by all means
encouraged to disclose any additional information to necessarily enable the market to fully understand the financial position
and prospects of the listee in notes accompanying the report.
1.Part 2M.3 also applies to managed investment schemes to the extent they are registered schemes or disclosing entities as defined by
the Act.
2.Quarterly cash report is required to be disclosed by certain listees. See “who is required to disclose?” under Section 3 – Quarterly Cash
Report.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
Who is required to disclose?
Quarterly cash report is required to be prepared by all mining exploration listees and oil and gas exploration listees, or by other listees
if SSX requires it as condition of admission pursuant to the Listing Rule 4.5. This may apply to a listee who has been admitted to the
official list with less than the three years of audited financial statements or as a cash box. SSX may also, pursuant to its power under
the Listing Rule 15.19(c), require the listee to disclose its quarterly cash report in the circumstances where there are concerns with the
cash flow position of the listee.
Quarterly Market Activities Update
Another form of quarterly reporting is disclosure of quarterly market activities update. There is no specific SSX Listing Rule in relation
to the disclosure of quarterly market activities update. Ability of SSX to impose such obligation derives from the broad discretionary power
conferred upon it by the Listing Rules.
In contrast with the quarterly cash report which is financial in nature, the information contained in quarterly market activities update is
narrative and descriptive. It provides a descriptive indication relative to the same quarter in the previous year. Generally, a quarterly
market activities update contains a description of sales trend, revenue turnover or other factors which will assist the market to interpret
the listee’s trading environment and the listee’s trading circumstances. It may, at the discretion of the listee, contain a financial update.
4. HALF YEAR REPORT AND HALF YEAR FINANCIAL STATEMENTS
What is a Half Year Report?
A listee must prepare and disclose the Half Year Report, on a group basis where relevant, in the format of Appendix 15-1 immediately
when the information is available, and no later than such time as it lodges any financial statements with ASIC. It must do so in any
event within 75 days after the end of the first half year of each financial year. The requirement in relation to Half Year Report does
not apply to a mining exploration listee, an oil and gas exploration listee, or a listee with quoted fixed interest securities only.
What is the Half Year Financial Statements?
In addition to the Half Year Report, A listee is required to disclose the Half Year Financial Statements it lodges with ASIC under section
3
320 of the Act, no later than such time that it lodges them with ASIC .
What is the difference between the Half Year Report and Half Year Financial Statements?
In contrast with Half Year Report whose form and content requirem e n t s a r e prescribed by SSX Listing Rule 15.1 and
Appendix 15-1, the Half Year Financial Statements must conform to the requirements in the Act, namely the relevant
provisions in Div 2 of Pt 2M.3 of the Act. SSX Listing Rules imposes disclosure obligations about the Half Year
Financial Statements, but do not prescribe the requirements in relation to the content.
What does the Half Year Financial Statements contain?
In accordance with s 302 of the Act, a disclosing entity/listee must:
• Prepare a financial report and directors’ report for each half year;
• Have the financial report audited or reviewed and obtain an auditor’s report;
and
The financial report for the half-year consists of the financial statements as required by the accounting standards for
the half-year, the notes to the financial statements and the directors’ declaration about the statements and notes.
A directors’ report for the half year includes a review of the listee’s operations during the half-year and the results
of those operations and the name of each person who has been a director at any time during or since the end of the
3.Under the ASIC Corporations (Electronic Lodgment of Financial Reports) Instrument 2016/81, the half year and annual
financial reports required to be lodged with ASIC under Div 1 or 2 of Pt 2M.3 of the Act (including concise reports and
amended reports) are received by SSX as agent of ASIC when they are electronically lodged with SSX.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
half year and the period for which they were a director. It must also include a copy of the auditor’s declaration in relation
to the audit or review of its half year.
Entities incorporated or established outside Australia are not bound by the Act, therefore not subject to the half year
financial report obligations in the Act. They are, however, by virtue of Listing Rule 15.14(b) and (c), required to disclose
the equivalent financial reports in a similar manner as if they were entities regulated by the Act.
5. FULL YEAR INDICATIVE FINANCIAL REPORT
What is the Full Year Indicative Financial Report?
A listee must prepare and disclose the Full Year Indicative Financial Report, on a group basis, where relevant,
containing at least the information required by Appendix 15-2, on its activities and profit or loss for the financial
year. Similar to the Half Year Report requirements, the requirements in relation to Full Year Indicative Report do
not apply to a mining exploration listee, an oil and gas exploration listee, or a listee with quoted fixed interest
securities only.
When does the Full Year Indicative Report need to be disclosed?
The listee must immediately disclose it following the board approval and in any event within 2 months after the end
of the financial year.
What does the Full Year Indicative Report contain?
Lis t i n g R u l e 1 5 . 1 p r e s c r i b e s t h e minimum content that must be included in the Ful l Y e a r I n d i cative Financial
Report as follows:
• The status of auditor involvement in preparation of the full year indicative financial report;
• The figures in the form of Appendix 15-2 consistent with the presentation to be adopted in the annual financial
statements for the financial year;
• Details of the nature of qualification if the auditor’s report is likely to be qualified; and
• Any significant additional information necessary for the purpose of assessing the results being announced.
6. ANNUAL FINANCIAL STATEMENTS
What are the requirements under the Listing Rules?
The Listing Rules do not contemplate the requirem e n t s in relation to the content or format of the an n u a l financial
statements. Instead, they simply impose the disclosure obligations on the listees to disclose the annual financial
statements they lodge with ASIC under the Act.4
The Listing Rules extend the disclosure requirements, by virtue of Listing Rule 15.4(c)to listees that are not subject to
the Act and would otherwise not be required to disclose the annual financial statements. Under the Listing Rule 15.4
(b), those listees that are not established in Australia are still required to disclose the annual financial statements in a
similar fashion as if they were governed by the Act.
When does the annual financial statement need to be disclosed?
The annual financial statements must be disclosed no later than they are lodged with ASIC and in a n y event within
3 months of the end of the financial year.5
4. SSX requires earnings per share must be disclosed if a listee issues summary financial statements permitted
under the Act unless the listee is a managed investment scheme.
5. Under the ASIC Corporations (Electronic Lodgment of Financial Reports) Instrument 2016/81, the half year and
annual financial reports required to be lodged with ASIC under Div 1 or 2 of Pt 2M.3 of the Act (including any
concise reports and amended r e p o r t s ) a r e re ceived by SSX as agent of ASIC when they are elec t ronically
lodged with SSX.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
7. ANNUAL REPORT TO MEMBERS
What is the obligation of annual financial reporting to members under the Act?
Listed companies in Australia are required under the Act to provide the annual report to their members/shareholders.
The annual report to the shareholders comprises of the financial report for the year, the directors’ report for the year
and the auditor’s report on the financial report. Alternatively, the listed company can elect to provide a concise report
for the year that complies with the requirements set out in the Act.
The Act spells out the detailed requirements for the timing and method of providing the annual report to the shareholders.
Under the Act, a listed company must provide the annual report to its members by the earlier of 21 days before the
next AGM after the end of the financial year, or 4 months after the end of the financial year.
When does the annual report need to be disclosed?
Currently, the Listing Rules are silent about the timeframe for disclosing annual reports by listees. In absence of explicit
requirements, SSX expects the listee to disclose its annual report to shareholders by the earlier of the first day the
listee dispatches the annual report pursuant to s.315 of the Act or the last day permitted by s.315 to dispatch the report.
What are the annual report obligations in the Listing Rules?
Unlike the Listing Rule 15.4 & 15.14 which only imposes the disclosure obligations relating to the listee’s full year and
half year financial statements lodged with ASIC, the Listing Rule 15.3 sets out the content requirement in addition to
those required under the Act in relation to listees’ annual reporting to the members. In accordance with the Listing
Rule 15.3, a listee must disclose a copy of the listee’s annual report which:
• Complies with the Act;
• Includes a statement of the corporate governance principles and practices that the listee had in
place during the reporting period and if a practice had been in place fo r o n l y p a r t o f t h e p e r i o d , t h e
period during which it had been in place, in accordance with the Listing Rules Procedures; and
• Includes any additional materials as prescribed by the Listing Rule Procedures.
8. REQUIREMENTS ABOUT HALF YEAR/ANNUAL FINANCIAL
STATEMENT UNDER THE ACT
As foreshadowed, the content and format in relation to the annual and half year financial statements are prescribed
by the Act. It is therefore essential for listees to acquaint themselves with the relevant requirements in the Act.
The common components for the half year and annual reports under the Act are:
(1) Financial report, (2) directors’ report and (3) auditor’s report.
What does the financial report contain?
The financial report provides people who are interested in a company – such as shareholders, lenders, analysts
and employees – with information about the financial performance and financial position of the company. It is one
of the means by which the listee advises its shareholders on how the business has performed during the year. The
financial report also provides information to shareholders on how the directors have discharged their responsibilities.
Financial reports consist of four primary financial statements 6 for the current financial period and the comparative
previous financial period, the notes to the financial statements and the directors’ declaration.
The four primary financial statements are:
• a statement of comprehensive income;
• a statement of financial position;
• a statement of changes in equity; and
• a statement of cash flows.
6.As defined in s.295 (2) of the Act. It is distinguished from the definition in the Listing Rule.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
Financial statements present info r m a t i o n r e l e v a n t t o t h e c u r r e nt fi n a n c i a l period and comparative figures for
the previous year to illustrate how the financial performance and position of the listee have changed.
The notes in the financial report explain the accounting policies used in its preparation, and provide additional
info r m a t i o n o n m a n y o f t h e a m o u n t s . T h e n o t e s a l s o p r o vide finan c i a l i n f o r m a t ion which is not conta i n e d in
the primary financial statements, such a s i n f o r m a t i o n a b o u t t h e u n c e r t a i n t i e s f a c i n g t h e c o m p a n y t h a t meet
the definition of contingent liabilities and going concern.
The directors’ declaration comprises statements from the directors that:
• the financial statements and the notes comply with accounting standards;
• the financial statements and notes give a true and fair view; and
• there are reasonable grounds to believe that the company is solvent.
What is the annual directors’ report?
While the l i s t e e ’ s f i n a n cial report provi d e s u s e f u l f i n a n c i a l i n f o r m a t i o n i n relation to the liste e ’ s o p e r a t i onal
and financial position, it does n o t c o n t a i n t h e o t h e r a s p e c t s o f t h e c o m pany’s such as any information about
its business strategies, business plans and the prospects relevant to its future financial and operational outlook.
The directors’ report add r e s s e s t h e s e m a t t e r s and provide its shareholders information from a different angle
to enable the shareholders to properly assess the value of the company’s securities based o n t h e i n f o r m a tion
contained in the directors’ report which includes:
• the operations of the company reported on;
• the financial position of that company; and
• the business strategies of that company and its prospects for future financial years (unless their inclusion
would be unreasonably prejudicial).
This information is complemented by:
• a review of operations;
• details of significant changes in the company’s state of affairs;
• a s t a t e m e n t o f t h e company’s pr i n c i p a l a c t i v ities and any s i g n i f i c a n t c h anges in the nature of those
activities;
• details of matters since the end of the year that may significantly affect the company’s future operations,
results or state of affairs;
• refe r e n c e t o like ly developments in the c o m p a n y ’ s f u t u r e o p e r a t i o n s a n d e x p e c t e d r e s u l t s o f t h o s e
operations (unless their inclusion would be unreasonably prejudicial); and
• The directors’ report also include specific information such as details of dividends, officers and s h a r e
options and indemnity and insurance.
The above is only a summary of the inform a t i o n t h a t i s r e q u i r e d t o b e p r o v i d e d i n t h e d i r e c t o r ’ s r e p o r t . T h e
Act sets out the co m p r e h e n s i v e a n d d e t a i l e d r e q u i r e m ents in re l a t i o n t o t h e c ontent of the annual director’s
report. ASIC has also published materials that provide guidance on how to convey useful and meaningful
information to shareholders when preparing the director’s report.7
The prescribed content requirements for the half year director’s report ar e l e s s c o m p r e h e n s i v e. Ge n e r a l l y, it
is common for the listed companies to include in its half-year directors’ report a review of the entity’s o p erations
and the n a m e o f e a c h p e r s o n w h o h a s b e e n a d i r e c t o r a n d t h e p e r i o d during which the relevant person held
such position.
7. For example, ASIC Regulatory Guide 247 – Effective disclosure in an operating and financial review.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
What is auditor’s report?
Auditors are inde p e ndent accountants appo i n t e d b y s h a r e h o l d e r s t o p r o v i d e a n i n d e p endent opinion on the
fin a n c ial report and the remuneration report prepared by the directors. The audit report to the financial report
c o m p r i s e s t w o p a r t s . T h e f i r s t p a r t o f t h e r e p o r t i s t h e a u d i t o r ’ s o p i n i o n about whether the financial report
complies with the Corporations Act 2001 (and if not why not), the Australian Accounting Standards and
I n t e r n a t i o n a l F i n a n c i a l R e p o r t i n g S t a n d a r d s ( a n d if not , the quantitative effect of that non-compliance) and
gives a true and fair view of the reported financial performance, financial position and cash flows of the
company.
The second part of the audit report is the auditor’s opinion about whether all information, explanations
and assistance necessary for the audit has been given, whether sufficient financial records have been
kept to enable the financial report to be prepared and audited, and whether other records and registers
as required by the Corporations Act 2001 have been kept as well as c o n f i r m i ng that the audit was c o n d u c t e d
in accordance with Australian Auditing Standards.
The audit report provides the reader with added assurance of an independent opinion on the information
contained in the financial report,but it does not guarantee the accuracy of the financial information, or
the continued viability of the company. Further, the auditing framework is designed to enable auditors to
make an assessment that is based on a number of factors, including materiality.
9. CONSEQUENCE OF NON COMPLIANCE
Consequences of failure to disclose or delay with disclosure may expose the listee to the sanctions by SSX including
suspension, imposing a fine and potentially delisting.
Sometimes, certain non-compliance with periodic financial reporting obligations in the Listing Rules will also trigger
a breach under the Act. Potentially, the listee may also face regulatory actions from ASIC.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
Appendix 1: Rule Summary – Periodic Financial Reporting Obligations
Type of
reporting
The Listing
Rule
Quarterly
Cash Reports
Rule 15.19
Quarterly
Trading
Activity
Reports
At SSX’s
discretion
Half year
Report
(Appendix
15-1)
Half Year
Financial
8
Statements
Financial Year
Indicative
Reports
Annual
Financial
Statements
Rule 15.10
Rule 15.14
Rule 15.1
Rule 15.4
Equivalent
provision in
the Act
NA
Content and
format
Lodgment
requirements
Consequence of
non- compliance
Appendix 15-3
Within one month after
the end of the quarter
of the financial year
Suspension
NA
Within one month after
No prescribed
the end of the quarter
format under
the Listing Rules of the financial year
NA
Appendix 15-1
As soon as available
and no later than 75
days after the end of
the first h a l f year of
the financial year
Content
requirements
are imposed by
the Act
No later than such
time it lodges them
with ASIC pursuant
to s. 320
Note: h a l f y e a r
financial statem e n t s
lodged with SSX
are received by SSX
as agent of ASIC
Appendix 15-2
As soon as available
and no later than 2
months after the end
of the financial year
s.303
NA
s.295
Content
requirements
are imposed by
the Act 9
No later than when
they are lodged with
ASIC and in any event
w i t h i n 3 m o nths of
t h e e n d o f the
accounting period.
Note: l o d g m e n t o f
annual year financial
statem e n t s l o d g e d
with SSX are
received by SSX as
agent of ASIC
Likely suspension
or other sanctions
by SSX
Suspension
Likely suspension
or other sanctions
by SSX;
Potential ASIC
actions
Suspension
Likely suspension
or other sanctions
by SSX;
Potential ASIC
actions
8. In accordance with ASIC Corporations (Electronic Lodgment of Financial Reports) Instrument 2016/81, SSX
acts as agent of ASIC to receive e l i g i b l e r e p o r t s under Div 1 & 2 of Part 2M.3 of t h e A c t a n d t h e a mended
reports and concise report for members subject to certain conditions.
9. SSX requires earnings per sha r e must be disclosed if a listee issu es summar y financial stateme nts p e r m i t t ed
under the Act unless the listee is a managed investment scheme.
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UNDERSTANDING SSX PERIODIC FINANCIAL REPORTING REQUIREMENTS
Annual Report
to Members
Rule 15.3
s.314
The Listing Rule 15.3
requires additional
disclosure such as
corporate governance
statements apart from
what are required
under the Act
The earlier of the first day
the li s t e e d i s p a t c h es the
annual r e p o r t p u r s u a nt
to s.315 of the Act or the
last da y p e r m i t t e d by
s.315 to dispatch the
10
report
Suspension
10. The listee is considered to comply with both Rule 15.3 and Rule 15.4 if the listee, when it dispatches or made
available of its annual report which contains the information in relation to financial statement under Rule 15.3,
also discloses it to SSX at the same time provided that the disclosure satisfies the timeframe requirements in
Rule 15.4 and the requirement under the Act in relation to timing for providing annual reports to members.
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Appendix 2: Periodic Financial Reporting Timeline
30 June Year End
Last day for lodgement
of annual financial
statements(s.319 of the
Act & Listing Rule 15.1)
Annual report to
shareholders(s.315 of
the Act & Listing Rule
15.3)
Last day for lodgement
of full year indicative
financial report
31
July
31
Aug
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
Last day for lodgement of half
year report (Listing Rule
15.10)and half year financial
statements(s.302 & Listing Rule
15.14)
Last day to hold
AGM(s.250 of the Act
minimum 28 day's
notice)
30
Sep
31
Oct
30
Nov
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
31
Jan
28
Feb
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
31
Mar
30
Apr
30
Jun
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
Note: l a t e d i s c l o s u r e o r n o n - d i s c l o s u r e o f r e p o r t s h i g h l i g h t e d i n r e d r e s u l t s i n i m m e d i a t e s u s p e n s i o n f r o m q u o t a t i o n p r i o r t o t h e c o m m e n c e m e n t o f
trading on the business day after the date on which the reports were due.
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31 December Year End
Last day for lodgement
of annual financial
statements(s.319 of the
Act & Listing Rule 15.1)
Annual report to
shareholders(s.315 of
the Act & Listing Rule
15.3)
Last day for lodgement
of f u l l y e a r i n d i c a t i v e
financial report
31
Jan
28
Feb
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
Last day for lodgement of half
year report (Listing Rule15.10)
and half year financial
statements(s.302 & Listing Rule
15.14)
Last day to hold
AGM(s.250 of the Act
minimum 28 day's
notice)
31
Mar
30
Apr
31
May
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
30
Jun
31
Jul
31
Aug
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
30
Sep
31
Oct
30
Nov
31
Dec
Last day for lodgement of
quarterly cash report or
quarterly market activities
update
12