ASIC is calling on company directors to ensure material business risks are adequately disclosed in annual reports to better inform shareholders and prospective investors.

As a result of ASIC’s ongoing financial reporting surveillance program and subsequent inquiries of a selection of 2022 annual reports, five listed entities have so far provided disclosure of material business risks in response to our concerns that these had not been sufficiently disclosed in the operating and financial review (OFR) of the directors’ report.

The entities are:

• BlueBet Holdings Limited, which made disclosures in its Quarterly Activities Report released on 27 October 2022; 
• Little Green Pharma Ltd, which made disclosures in its Quarterly Activities Report released on 31 October 2022;
• hipages Group Holdings Limited, which made disclosures in its Chair AGM Address and Presentation released on 10 November 2022; 
• Australian Strategic Materials Limited, which made disclosures in its Addendum to 2022 Annual Financial Report released on 10 November 2022; and
• Australian Agricultural Company Limited, which made disclosures in its interim financial report released on 17 November 2022.

ASIC Commissioner Sean Hughes said, ‘ASIC reminds company directors about the importance of a high-quality OFR, as it helps to inform the decision-making of investors by disclosing material risks that may affect the achievement of a listed entity’s strategies and prospects.’

ASIC continues to closely review a selection of annual reports on a risk-based approach to ensure that entities are correctly disclosing their material business risks as part of the directors’ report.

Background

The directors’ report of a listed entity must contain information that shareholders would reasonably require to make an informed assessment of the entity’s operations, financial position and business strategies, and prospects for future financial years.

The part of the directors’ report containing this information is referred to as an ‘operating and financial review’.

ASIC Regulatory Guide 247 Effective disclosure in an operating and financial review (RG 247) provides guidance for directors of listed entities on providing useful and meaningful information to investors in an OFR.