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ARTICLE · 29 SEPTEMBER 2011

Directors duties and annual reports – the Centro Decision

The Federal Court held that directors must have sufficient financial literacy to understand financial statements.

AustraliaCorporate/Commercial Law
Matthew Murphy
Matthew Murphy

In late June 2011, the Australian Federal Court was asked to look at the scope of a director's duties when signing off company accounts and the annual reports. The Australian Securities and Investment Commission ("ASIC") sued the directors of Centro Properties Limited, Centro Property Trust and Centro Retail, on the basis that they had breached the Corporations Act 2001 (Cth) when they failed to notice "significant errors" in the consolidated financial statements of this group. The directors claimed to have relied on the work done by their auditors, PWC, in signing off on the accounts and report. The court looked at the degree to which a director is required to critically review financial statements, so as to essentially form an educated independent opinion as to the accuracy of the accounts – the court held that directors must have sufficient financial literacy to understand financial statements and the relevant accounting standards to be followed, and it was not

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