CORPORATE GOVERNANCE STATEMENT
This statement summarises our key corporate governance practices. It is current as at 23 February 2022 and has been approved by the board. We followed all recommendations of the ASX Corporate Governance Council
throughout 2021 ("year under review") except as referred to below. | ||
only | ||
Principle 1 | Lay solid foundations for management and oversight | |
Roles of Board and Management |
useWe have a dynamic board which has developed and implemented policies and practices, over many years, designed to promote a culture of good corporate governance.
The board's role and responsibilities are detailed in our board charter, which is available on our Corporate Governance webpage located at http://www.eagersautomotive.com.au/shareholders/corporate-governance/.
The board has primary responsibility to shareholders for the welfare of the Company by guiding and monitoring its business and affairs. The board must at all times act honestly, fairly and diligently in accordance with applicable laws and policies. Each Director must act in the best interests of the Company as a whole.
Under the charter, the board's key responsibilities include to:
personal | • | approve the Company's statement of values. |
• | define the Company's strategic objectives. | |
• | set the risk appetite within which management is expected to operate. | |
• | satisfy itself that an appropriate risk management framework is in place, including effective audit, risk | |
management and compliance systems. | ||
• | oversee management's implementation of the Company's strategic objectives and performance generally. | |
• | appoint (and, if appropriate, remove), appraise and determine the remuneration of the Chief Executive | |
Officer. | ||
• | oversee the integrity of the Company's accounting and corporate reporting systems. | |
• | approve the Company's financial statements and monitor the financial results. | |
• | approve: | |
the operating budget and major capital expenditure. | ||
the acquisition or disposal of significant assets. | ||
the payment of any dividends and the issue of any securities. | ||
the Company's remuneration framework. | ||
• | oversee the Company's process for making timely and balanced disclosures. | |
• | delegate powers to the Chief Executive Officer for day-to-day business. | |
The charter also provides that the Chief Executive Officer is responsible for: | ||
For | • | implementing the strategic objectives and carrying on day-to-day business. |
• | in consultation with the board, reviewing the performance and reward framework of other senior | |
management. | ||
• | providing the board with accurate, timely and clear information. |
Agreements with Directors and Senior Executives
A letter of appointment sets out the terms of appointment for each non-executive Director appointed since 2007. It was not standard practice to issue letters of appointment for Directors prior to 2007. A written employment agreement is also in place with the Chief Executive Officer and other senior executives setting out their employment terms. This ensures a clear understanding of their respective roles and responsibilities and of the Company's expectations.
Board Evaluation
Under the board charter, the Chairman is responsible for ensuring that board meetings are conducted competently and ethically and that Directors individually and as a group have opportunities to air differences, explore ideas and generate the collective views and wisdom necessary for the proper operation of the board and Company. In this context, the Chairman undertakes a continuous review of the performance and contribution of individual Directors, whilst the board, as a whole, conducts an ongoing self-assessment of its collective performance and assessment of its committees and of the Chairman. This process was followed during the year under review and has assisted the board to operate efficiently and effectively over many years.
onlyExecutive Evaluation
The board is responsible for approving the remuneration arrangements for the Chief Executive Officer and other executive key management personnel, based on recommendations of the Remuneration & Nomination Committee. The Remuneration & Nomination Committee reviews and makes recommendations to the board regarding remuneration arrangements for the executives. These reviews take place at least annually, taking into account relevant market conditions. The Chief Executive Officer, in consultation with the Chair of the Remuneration & Nomination Committee, reviews the performance of the other executives on an ongoing basis and ensures the appropriateness of their reward framework. This process was followed during the reporting period.
useCompany Secretary
The Company Secretary is accountable to the board, through the Chairman, on all matters to do with the proper functioning of the board. Each director is able to communicate directly with the Company Secretary and vice versa.
Diversity
We recognise the inherent benefits in having a diverse workforce and value the differences between people and the contribution these differences can make to our business. To encourage and foster the move towards a more diverse personalwork force is not only the right thing to do, it also makes good business sense. It provides opportunity to attract and retain the most talented and engaged people whose diversity reflects the communities in which we operate. We believe
this helps to encourage greater innovation within our business.
In order to achieve optimum diversity in our workforce, it is essential that recruitment, selection, training, promotion and career management decisions are based on merit and are non-discriminatory. Our managers are charged with responsibility for ensuring employees are treated fairly and with respect and dignity.
Within our policy of appointing or promoting the best person for the job on a non-discriminatory basis, we endorse the objectives of equal opportunity so that all candidates are given equal consideration.
These principles are reflected in our Diversity Policy which is available on our Corporate Governance webpage.
In accordance with our diversity policy, the board has set the following measurable objectives for achieving diversity in the composition of our board, senior executives and workforce generally, and these are assessed annually:
• Board Composition - The measurable objective for achieving gender diversity in the composition of the board is to have not less than 30% of Directors of each gender within four years to February 2025. Since setting this objective, the proportion of our Directors who are women has risen to 22.2%.
For | • | Diversity & Inclusion Training - 'Inclusiveness' is one of the key values of our Company. This recognises |
the unique contribution that each person brings to our business and the strength and innovation that can | ||
come through a diverse and inclusive workforce. To help embed this value across the group, our objective | ||
is to develop and deliver diversity and inclusion training for all managers over a four-year period, focussing | ||
on increasing awareness of unconscious biases and understanding how differences can contribute to the | ||
development of a high-performance culture. |
use only
- Cultural Diversity Recognition - To better understand the diverse demographic of our workforce and ensure that it is representative of our customers, our objective is to better understand the cultural heritage and diversity of our employees. We aim to achieve this through our annual employee engagement survey, with the survey results utilised to recognise the cultural diversity of our workforce and to develop appropriate programs to address any relevant issues. As referred to above, the annual survey is scheduled for completion in first half of 2022.
personal | ||
Our most recent "Gender Equality Indicators" are available on our Corporate Governance webpage in accordance | ||
with the Workplace Gender Equality Act. | ||
Principle 2 | Structure the board to be effective and add value | |
Independence |
Our board consists of nine Directors, including eight non-executive Directors. The Chief Financial Officer, Ms Sophie Moore, is the only executive Director.
A majority of the board (ie. five Directors) are regarded as being independent - Mr Crommelin (Chairman), Mr Cowper, Mr Birrell, Mr Duncan and Mr Blackhall. The board believes them to be free of any interest, position, association or relationship that might influence, or reasonably be perceived to influence, in a material respect their capacity to bring Foran independent judgement to bear on issues before the board and act in the best interests of the Company and its
shareholders generally.
Mr Crommelin is Chairman of Morgans Holdings (Australia) Limited and brings extensive knowledge and expertise to our board in areas such as corporate finance, risk management and acquisitions. Our board considers that the relationship between the Company and Morgans is not material to Mr Crommelin's independence and that his role with Morgans does not interfere with his capacity to bring independent judgement to bear on issues affecting the Company. On average, we have paid $250,000 per annum to Morgans for corporate advisory services during the last four years.
Mr Cowper brings a wealth of industry knowledge to the board, having previously specialised in providing audit, financial and taxation services to companies in the motor industry, chaired the motor industry specialisation unit of Horwath Chartered Accountants for six years and been the Company's lead audit partner for seven years while at Horwath and Deloitte Touche Tohmatsu until 2008.
Mr Birrell has led a distinguished career in the automotive industry, including 38 years at manufacturer, financier and | |
retail level and 21 years as Executive Chairman of Birrell Motors Group in Victoria and Tasmania. | |
23 February 2022 | 3 |
Mr Duncan has significant experience in the automotive and investment sectors, including leading the Trivett Automotive Group to become the largest prestige automotive retailer in Australia and as chairman of Cox Automotive Australia Board of Management.
Mr Blackhall adds more than fifty years of automotive industry experience to our board. He has a strong background in finance, corporate strategy and marketing. He has worked for automotive manufacturers at Managing Director level, as dealer principal and as franchise owner. He is currently the Chairman of the Australian Automotive Dealer Association, having previously been their Chief Executive for three years until 2019.
onlyIn addition to our independent Directors, the board derives significant benefit from the expertise and experience of Mr Politis, Mr Ryan and Ms Prater. Mr Politis has vast automotive retail industry experience and is a Director and controlling shareholder of the Company's largest shareholder, WFM Motors Pty Ltd. Mr Ryan has significant management experience in the automotive retail and other industries and is a Director and Chief Executive Officer of WFM Motors Pty Ltd. Ms Prater has experience in the automotive and investment sectors including as a Director and in executive roles (both at corporate and operational levels) with Automotive Holdings Group.
This combination of Directors provides appropriate balance on the board given the Company's size and operational requirements and includes a majority of Directors who are regarded as independent.
Details of each Director's term in office, qualifications, professional skills, experience, expertise and responsibilities useare set out in our Directors' Report.
Remuneration & Nomination Committee
Our Remuneration & Nomination Committee consists of Mr Duncan (Committee Chairman), Mr Crommelin and Mr Ryan. Their qualifications, experience and attendance at committee meetings are detailed in our Directors' Report.
The Committee Chairman may invite any member of management, any auditor or any other person to attend committee meetings. The committee may also meet with any person without management in attendance.
As set out in the committee charter (which is available on our Corporate Governance webpage), the committee reviews and makes recommendations to the board in relation to the following matters, and the committee provides an efficient mechanism for bringing focus and independent judgement in overseeing these matters, whilst the full board retains ultimate responsibility for them:
- remuneration structures and arrangements for Directors and senior management, taking into account market conditions and other relevant matters.
- nomination and appointment of Directors.
- succession planning.
personalWhen board vacancies arise, the committee will identify potential candidates with a view to ensuring it will have an appropriate balance of qualities so it may continue to discharge its duties and responsibilities effectively for the benefit of all shareholders. These qualities are described in the Skills Matrix referred to below.
Potential candidates require a disposition enabling them to offer and resolve differing views and ask discerning questions of management and Directors. They are made aware of the time commitments on our board members and appropriate due diligence checks are undertaken before any new member is appointed. Appointments are made on
Fora non-discriminatory basis. Skills Matrix
It is important that the board has a diverse range of qualities enabling Directors individually and collectively to effectively challenge management, provide strategic input and discharge their obligations and responsibilities.
The board is satisfied its current members have an appropriate mix of skills, knowledge, expertise, experience and other qualities, as described in the following Skills Matrix:
- industry and operational (including automotive retail, finance and insurance, real estate, capital markets, mergers and acquisitions).
- executive management, public company directorships and chairmanship.
- commercial acumen (including business management, business development, innovation and strategy).
23 February 2022 | 4 |
- professional skills (including accounting, audit, finance, risk management and regulatory compliance).
- interpersonal qualities (including integrity, standing in the market, ability to identify and communicate ideas and issues, and the degree to which one's skill set complements the skill sets of other board members).
- diversity including geographic diversity (including the main regions in which we operate).
- independence.
onlyImportantly, these qualities enable us to pursue the pillars of our corporate strategy (ie. business optimisation, growth by selective acquisition and development of proprietary brands via innovation and complementary services).
To complement the Skills Matrix, Directors are also entitled to obtain independent professional advice to assist in the proper discharge of their duties, at the Company's expense with the Chairman's prior approval.
Inductions and Professional Development
New Directors are offered an induction program aimed at broadening their understanding of the Company, as appropriate, including site visits and meeting key management. This allows them to participate fully and effectively
usein board decision-making at the earliest opportunity.
Directors are also given professional development opportunities to maintain and develop the skills and knowledge needed to perform their roles effectively, and site visits are available to maintain familiarity with our operating environment.
Principle 3 Instil a culture of acting lawfully, ethically and responsibly
As a company, we have adopted the following values, which express the standards and behaviours we expect of all our team members. They guide our interactions with all stakeholders and provide a platform for bringing together our teams under one banner. They are intended to create a link between our purpose and our strategic goals.
personal | • | Integrity - Doing what we say we will do |
Our reputation is the foundation on which our Company is built. It is shaped by the way each of us behaves | ||
and acts every day. Others need to be able to rely on us while we constantly strive to be better than ever | ||
before. Regardless of success, we value humility and authenticity as these are necessary for creating high | ||
levels of trust and transparency across all parts of our business. Our success is directly linked to us doing | ||
what we say we will do and optimising outcomes for all stakeholders. | ||
• | Inclusiveness - Embracing the value and contribution of all individuals in our team | |
Respect runs deep in our Company. Everyone matters. No one is more or less important as an individual | ||
than anyone else, however we all have different roles to play. Success is never achieved in isolation and | ||
we strive to be a connected team, supporting each other and encouraging each individual contribution to | ||
group goals. Everyone has safe passage to offer their own view based on their unique experiences and | ||
background. We learn together and we succeed as one. | ||
For | • | Owner's Mindset - Taking pride in our work and owning our contribution |
We are a team focussed on continuous improvement in our behaviour, our skills, our standards and our | ||
results. Each individual is empowered to take ownership of their contribution to the team. We support | ||
pragmatic thinking, authentic people who respectfully challenge themselves and each other to do better | ||
every day. | ||
• | Agility - Being flexible in our thinking and open to change |
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A.P. Eagers Limited published this content on 02 March 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 02 March 2022 04:46:03 UTC.