20/07/2020

This is a service specifically targeted at the needs of busy non-executive directors. We aim to give you a “heads up” on the things that matter for NEDs in the week ahead – all in two minutes or less.

In this Edition, we consider COVID-19 annual reporting guidance, ASX’s latest compliance update and updated FIRB guidance on streamlined exemption certificates.

YOUR KEY BOARDROOM BRIEF

COVID-19 annual reporting guidance for directors.  The Australian Institute of Company Directors (AICD), Chartered Accountants Australia and New Zealand and CPA Australia have published Impacts of COVID-19 on annual report disclosures: a guide for directors, preparers and auditors. The guide provides a summary of the key considerations when assessing how best to disclose the effects of the COVID-19 pandemic in annual reports for the upcoming report season.  From key principles to assessment of going concern, the guide is structured to assist both listed and unlisted entities, including not-for-profits, charities and small to medium entities, to know what to talk about in their directors’ reports, and operating and financial reviews to ensure alignment with the financials.  With investors increasingly looking for additional disclosure and transparency, particularly around the impact on operations and financial position, Directors need to ensure financial statements continue to be meaningful, relevant and timely. See also ASIC’s media release.

ASX releases compliance update for July 2020.  ASX’s latest compliance update confirms its decision to extend its temporary emergency capital raising relief until 30 November 2020.  ASX has also updated the Appendix 4C and 5B Quarterly Cash Flow Reports owing to several entities incorrectly completing section 8 of the report relating to estimated cash available for future operating activities.  The new report forms can be used by entities for the quarter ended 30 June 2020 but must be used for all quarters ending on or after 30 September 2020.  ASX has also released a corrected Appendix 4G.  The latest version of all Appendices can be accessed here.  ASX Listings Compliance managers and advisers continue to work from home as part of ASX’s response to the COVID-19 pandemic and the update restates the home branch email addresses to use for urgent matters.  You can access Compliance Update No. 07/20 here.

FIRB releases updated guidance on streamlined exemption certificates.  In its updated Guidance Note 53 regarding its temporary measures in response to the coronavirus, FIRB advises that in addition to applying for a standard exemption certificate, investors can now apply for three new types of streamlined exemption certificates (ECs).  These streamlined ECs will be available to investors during the period the temporary changes to Australia's foreign investment review framework are in place (ie, until 1 January 2021).  The three new types of streamlined EC are: (i) low-risk business ECs, for investors (including private equity and venture capital fund managers) acquiring small entities in non-sensitive sectors that fall below the old monetary thresholds; (ii) low-risk commercial land ECs, for investors acquiring small interests in developed commercial land, or businesses required to renew a number of commercial leases; and (iii) restoration variations to existing ECs, that will amend the financial limit of existing business and land ECs to ensure that foreign investors can use existing certificates to pursue their original, approved, investment strategies.

THE WEEK AHEAD

Stimulus policies – a cautious phasing out or rapid wind-down?  The resurgence of COVID-19 cases in Victoria and warnings in New South Wales are prompting calls for the Federal Government to extend a range of COVID-19 related temporary relief measures.  Last week the AICD cited insolvent trading relief, the ability to hold AGMs virtually and the insertion of a fault element into continuous disclosure laws as measures that ought to be extended.  Otherwise, 81% of respondents to a recent AICD director survey indicated they would prefer JobKeeper to be phased out gradually while businesses continue to grapple with the day-to-day uncertainties embroiled in the health crisis.

Expertise Area
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Our COVID-19 hub collates important articles and legal advice on various aspects of COVID-19 on how it may impact your business.