New Zealand Acts

COMPANIES AMENDMENT ACT (NO 2) 2006 - SECT 7

7 New sections 209 to 209B substituted

Section 209 is repealed and the following sections are substituted:

209 Obligation to make annual report available to shareholders

1 The board of a company must send to every shareholder of the company, not less than 20 working days before the date fixed for holding the annual meeting of shareholders,—

a) a copy of the annual report; or

b) a notice containing the statements specified in subsection (3) .

2 Subsection (1) is subject to section 212 .

3 The notice referred to in subsection (1)(b) must contain—

a) a statement to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the annual report; and

b) a statement to the effect that the shareholder may obtain a copy of the annual report by electronic means; and

c) a statement as to how the shareholder may obtain a copy of the annual report by electronic means (for example, from a specified website address); and

d) a statement as to whether the board of the company has prepared, in relation to the same accounting period as the annual report, a concise annual report and, if so, a statement—

i) to the effect that the shareholder has a right to receive from the company, free of charge, a copy of the concise annual report if the shareholder, within 15 working days of receiving the notice, makes a request to the company to receive a copy of the concise annual report; and

ii) to the effect that the shareholder may obtain a copy of the concise annual report by electronic means; and

iii) as to how the shareholder may obtain a copy of the concise annual report by electronic means (for example, from a specified website address).

4 The notice referred to in subsection (1)(b) may be accompanied by any additional information or documentation that the board of the company thinks fit.

5 For the purposes of this section and sections 209A and 209B , every concise annual report for a company must, in relation to an accounting period, include,—

a) in relation to a company that has, on the balance date of the company, no subsidiaries,—

i) financial statements for the accounting period and any auditor's report on those financial statements required under Part 11 ; or

ii) summary financial statements for the accounting period:

b) in relation to a company that has, on the balance date of the company, 1 or more subsidiaries,—

i) group financial statements for the accounting period and any auditor's report on those group financial statements required under Part 11 ; or

ii) summary financial statements for the accounting period prepared in relation to the group comprising the company and its subsidiaries.

6 For the purposes of subsection (5) ,—

a) financial statements must be completed and signed in accordance with section 10 of the Financial Reporting Act 1993 :

b) group financial statements must be completed and signed in accordance with section 13 of the Financial Reporting Act 1993 :

c) summary financial statements must give a true and fair view of the matters to which they relate and comply with generally accepted accounting practice (as defined in section 3 of the Financial Reporting Act 1993 ).

7 If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2) .

209A Board must send copy of annual report or concise annual report on request

1 If the board of a company has sent a notice to a shareholder under section 209(1)(b) and the shareholder, within 15 working days of receiving that notice, makes a request to the company to receive a copy of the annual report, the board of the company must, as soon as practicable, send to the shareholder, free of charge, a copy of that annual report.

2 If a shareholder makes a request under subsection (1) ,—

a) the request must be treated as a request by the shareholder to send to the shareholder each year a copy of the annual report under section 209(1)(a) ; and

b) the board of the company must send to the shareholder each year a copy of the annual report under section 209(1)(a) until the shareholder revokes the request by notice to the company.

3 Subsection (4) applies if—

a) the board of a company has sent a notice to a shareholder under section 209(1)(b) ; and

b) that notice states that the board has prepared a concise annual report; and

c) the shareholder, within 15 working days of receiving that notice, makes a request to the company to receive a copy of the concise annual report.

4 The board of the company must send to the shareholder a copy of the concise annual report, free of charge, as soon as practicable after receiving the request.

5 If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2) .

209B Annual report and concise annual report made available by electronic means

1 If the board of a company has sent a notice to a shareholder under section 209(1)(b) , the board must ensure that—

a) a copy of the annual report is available in the manner described in the notice under section 209(3)(c) at all reasonable times during the period beginning on the date the notice is sent and ending on the date the board acts under section 209(1) in relation to the next accounting period; and

b) the manner described in the notice under section 209(3)(c) allows a copy of the annual report to be readily accessible so as to be usable for subsequent reference.

2 If the board of a company has sent a notice to a shareholder under section 209(1)(b) and that notice states that the board has prepared a concise annual report, the board must—

a) ensure that a copy of the concise annual report is available in the manner described in the notice under section 209(3)(d)(iii) at all reasonable times during the period beginning on the date the notice is sent and ending on the date the board acts under section 209(1) in relation to the next accounting period; and

b) ensure that the manner described in the notice under section 209(3)(d)(iii) allows a copy of the concise annual report to be readily accessible so as to be usable for subsequent reference.

3 If the board of a company fails to comply with this section, every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2) .