Example directors’ declarations about the sustainability report
Example directors’ declarations about the sustainability report
The mandatory sustainability report required by section 296A of the Corporations Act 2001 includes a directors’ declaration about the climate statements and notes. This article provides more on the who, what, and where of directors’ declarations regarding a sustainability report.
Who makes the directors’ declaration?
The directors required to make the directors’ declaration are the directors of the entity that is required to prepare the sustainability report. For a company, this would be the directors of the company. However:
- For a registrable superannuation entity (RSE), it is the directors of the RSE licensee
- For a registered scheme, it is the directors of the responsible entity, and
- For a retail corporate collective investment vehicle (CCIV), it is the directors of the retail CCIV.
Contents of the directors’ declaration - 1 January 2028 onwards
For financial years beginning on or after 1 January 2028, section 296A(6) of the Corporations Act 2001 requires directors to declare whether, in the directors’ opinion, the sustainability report (other than the directors’ declaration) is in accordance with the Corporations Act 2001, including:
- Section 296C (compliance with sustainability standards)
- Section 296D (the specific climate statement disclosures).
However, there are some modifications for Group 1 and Group 2 entities, as well as for Group 3 entities reporting with financial years beginning before 1 January 2028.
The modified declaration - 1 January 2025 to 31 December 2027
Section 1707C of the Corporations Act 2001 amends the s296A requirement for the directors to make a declaration about the climate statements and notes in the first three years of the mandatory sustainability reporting regime.
Directors’ declarations for financial years beginning from 1 January 2025 until 31 December 2027 (inclusive) are modified so that directors only have to declare that they have taken reasonable steps to ensure that the sustainability report (other than the directors’ declaration) is in accordance with the Corporations Act 2001 and AASB S2.
Where should the directors’ declaration about the sustainability report be placed?
In practice, we have seen the directors’ declaration placed in different parts of the sustainability report. The directors’ declaration must be made in accordance with a resolution of directors (see section 296A(7)), whereas no resolution is required for the remaining climate-related disclosures. In order to facilitate the distinction between the declaration made in accordance with a directors’ resolution and other climate-related disclosures, we recommend that the directors’ declaration be placed either:
- On a separate page, presented immediately before or after the climate-related disclosures, or
- As part of the climate-related disclosures, but at the very beginning or the very end of the climate-related disclosures.
Example wording for directors’ declaration - single entity
The following illustration shows one possible way to present (word) the modified directors’ declaration for a single entity’s sustainability report.
Directors’ declaration - Sustainability report
The directors of XYZ Limited declare that, in their opinion, XYZ Limited has taken reasonable steps to ensure that the substantive provisions of XYZ Limited’s sustainability report for the financial year ended 30 June 2026, set out on pages 1 to 30, are in accordance with the Corporations Act 2001 (the Act), including:
- Section 296C of the Act (compliance with Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures), and
- Section 296D of the Act (climate statement disclosures).
This declaration is made in accordance with a resolution of the board of directors of XYZ Limited, and is signed for and on behalf of the board of directors by:
John Smith
Director
18 September 2026
Example wording for directors’ declaration - group
Similarly, the illustration below shows one way to present (word) the modified directors’ declaration regarding the sustainability report for a group.
Directors’ declaration - Sustainability report
The directors of XYZ Limited declare that, in their opinion, XYZ Limited has taken reasonable steps to ensure that the substantive provisions of the sustainability report of XYZ Limited and its subsidiaries (the Group) for the financial year ended 30 June 2026, set out on pages 1 to 30, are in accordance with the Corporations Act 2001 (the Act), including:
- Section 296C of the Act (compliance with Australian Sustainability Reporting Standard AASB S2 Climate-related Disclosures), and
- Section 296D of the Act (climate statement disclosures).
This declaration is made in accordance with a resolution of the board of directors of XYZ Limited, and is signed for and on behalf of the board of directors by:
John Smith
Director
18 September 2026
More information
You can find practical guidance about how best to comply with your sustainability reporting obligations in the Australian Securities and Investments Commission’s (ASIC’s) Regulatory Guide 280 Sustainability reporting, which also explains ASIC’s approach to supervision and enforcement, particularly in the early years.
Need help?
The mandatory sustainability reporting rules are new and complex, and different to what finance teams are familiar with for financial reporting. Our sustainability reporting and carbon accounting experts are always available to assist with your sustainability reporting journey. Contact us for help.
