3.1.1. Obligation to prepare financial statements

A Reporting Entity must:

1. (a)    prepare and maintain all financial statements in accordance with the International Financial Reporting Standards (IFRS) or other financial reporting standards acceptable to the AFSA;
2. (b)    prepare and file an annual report which meets the requirements in MAR 3.2 for each financial year of the Reporting Entity; and
3. (c)    in addition to the annual report, prepare and file a semi-annual report which meets the requirements in MAR 3.3.1 in respect of Shares, Warrants or Certificates over Shares.

3.1.2 Audit of annual financial statements

The annual financial statements of a Reporting Entity must be audited by an independent, competent and qualified Auditor in accordance with the International Standards on Auditing as issued by the International Auditing and Assurance Standards Board (“IAASB”) or other standards acceptable to the AFSA.

3.1.3. Financial reporting standards

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3.2.1. Contents of annual financial report

(1)   The annual report which is required to be produced by a Reporting Entity pursuant to section 84 of the Framework Regulations must include the information specified in (2).

(2)   In respect of the financial year to which the annual report relates, it must contain:

1. (a)financial statements audited in accordance with MAR 3.1.2;
2. (b)a review of the operations during the year and the results of those operations;
3. (c)details of any significant changes in the Reporting Entity’s state of affairs during the financial year;
4. (d)details relating to the Reporting Entity’s principal activities during the year and any significant changes in the nature of those activities during the year;
5. (e)details of any matter or circumstance that has arisen since the end of the year that has significantly affected or may significantly affect the Reporting Entity’s operations in future financial years and the results of those operations; or the Reporting Entity’s state of affairs in future financial years;
6. (f)likely developments in the Reporting Entity’s operations in future financial years and the expected results of those operations;
7. (g)a statement by the Auditor of the Reporting Entity as to whether in the Auditor’s opinion the financial statements represent a true and fair view of the financial position of the Reporting Entity;
8. (h)a statement by Directors whether or not, in their opinion, the business of the Reporting Entity is a going concern, with supporting assumptions or qualifications if necessary;
9. (i)details relating to the identity and holdings of any Connected Person of the Reporting Entity; and
10. (j)annual reporting on compliance with the Corporate Governance Principles pursuant to MAR 2.2.9 by the Reporting Entity, if it is a Reporting Entity to which section MAR 2.2.9 applies.

Guidance

With regard to the opinion required under the obligation in MAR 3.2.1(2)(h), the AFSA recognises that while the financial statements will be prepared by Persons other than the Directors, the Board has overall responsibilities to ensure the integrity and independence of the financial reporting process.

3.2.2 Signing of the annual report

The annual report must be signed by at least two Directors of the Reporting Entity or approved by a body competent to decide on such matters under the Reporting Entity’s constitutive documents and/or applicable law.

3.2.3. Signing of the annual financial report

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3.3.1. Preparation of the semi-annual financial report

A Reporting Entity to which the obligation in MAR 3.1.1(c) applies must prepare a semi-annual report:

1. (a) for the first six months of each financial year or period; and if there is a change to the accounting reference date, prepare such report in respect of the period up to the old accounting reference date; and
2. (b) in accordance with the applicable IFRS standards or other standards acceptable to the AFSA.

3.3.2. Contents of the semi-annual financial report

A Reporting Entity must ensure that the semi-annual report includes:

1. (a)     an indication of important events that have occurred during the first six months of the financial year, and their impact on the financial statements;
2. (b)     a description of the principal risks and uncertainties for the remaining six months of the financial year;
3. (c)     a condensed set of financial statements, an interim management report and associated responsibility statements; and
4. (d)     where financial statements have either been audited or reviewed by Auditors, statements to that effect.
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3.3.3. Signing of the semi-annual financial report

A semi-annual report must be signed by at least two Directors of the Reporting Entity or approved by a body competent to decide on such matters under the Reporting Entity’s constitutive documents and/or applicable law.

3.4.1. Obligation to make market disclosure

(1)    Where a Reporting Entity is required by to prepare any of the following reports:

1. (a)      its annual report;
2. (b)      its semi-annual report. 

it must do so in the time periods specified in MAR 3.4.2.

(2)    Reporting Entities that are Issuers of Exempt Securities (except where such Exempt Securities have been subsequently offered to the public) are required to prepare and disclose in the time periods specified in MAR 3.4.2:

1. (a)       audited annual financial statements pursuant to MAR 3.1.1(a) and MAR 3.1.2; and
2. (b)      interim financial statements or management account statements for the first six months of the financial year.

3.4.2. Time period for making market disclosure

(1)   A Reporting Entity must disclose its required annual and semi-annual reports within the following time periods:

1. (a)       in relation to its annual report: as soon as possible after the financial statements have been approved, but no later than 150 days after the end of the financial period; and
2. (b)      in relation to its semi-annual report: as soon as possible and in any event no later than 75 days after the end of the period to which the report relates.

(2)   A Reporting Entity which is an Issuer of REMS Shares pursuant to MAR 1.3.1(c) for the first time may postpone disclosure of the first annual report and the first semi-annual report by two (2) months from the due dates specified above.

3.5.1. Accounting reference date

(1)   A Reporting Entity must not change its accounting reference date as specified in its most recent Prospectus unless it has obtained the prior approval of the AFSA in accordance with the requirements in (b).

(2)    A Reporting Entity that proposes to change its accounting reference date must:

1. (a)notify the AFSA of its proposal at least 28 business days prior to making such a change; and
2. (b)obtain the AFSA prior approval for the proposed change.

3.5.2. Disclosure of changes to accounting reference date

A Reporting Entity must, where there is a change to its accounting reference date, disclose to the market:

1. (a)     the change to its accounting reference date as soon as possible; and
2. (b)      if it is a Reporting Entity in relation to Shares, a second interim report within six months of the old accounting reference date if the change of the accounting reference date extends the annual accounting period to more than 14 months.
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