In determining what is best practice governance for AMA Group, the Board's philosophy is to adopt principles, practices and recommendations that are in the best interests of AMA Group's stakeholders.
Consistent with the ASX Best Practice Recommendations, AMA Group's corporate governance practices are regularly reviewed and are available here: Corporate Governance Statement – 2016. This statement has been approved by the Board. It is current as at 26 August 2016.
This Statement explains how AMA Group addresses the ASX Corporate Governance Council’s, ‘Corporate Governance Principles and Recommendations – 3rd Edition' (referred to as either ASX Principles or Recommendations).
The AMA GROUP Board believes best practice corporate governance standards support sustainable performance by AMA GROUP over time.
The Company is currently listed on the Australian Stock Exchange, holding investments in the wholesale vehicle aftercare and accessories market, including smash repair panel shops, vehicle protection equipment, brakes and transmission service workshops and the wholesale distribution of automotive and electrical accessories.
The Company will continue to evaluate investment opportunities as and when they arise which in the view of the Board have the potential to provide an opportunity for future returns to shareholders.
The Board of the Company (“Board”) has the ultimate responsibility to its shareholders for the strategy and performance of the Company in general. The Board is dedicated to fulfilling these duties in a lawful and professional manner, and with the utmost integrity and objectivity. As such, the Board actively pursues best practice governance processes.
Good governance policies and processes are critical for ensuring that the Company is governed in the best interests of the Company as a whole. With this in mind, the Board has reviewed and updated the corporate governance framework within which the Company operates.
This document outlines the Company’s Corporate Governance Policy in the form of a Board Charter, which is a written policy document that defines the respective roles, responsibilities and authorities of the Board, both individually and collectively, and of management in setting the direction, management and the control of the organisation. As such, it establishes the guidelines within which the Directors and Officers are to operate as they carry out their respective roles. It does not in anyway constitute legal advice or act as a substitute for legal advice.
The purpose of this Board Charter is to document the policies upon which the Board has decided to meet its legal and other responsibilities.
The Charter is structured in accordance with the Company’s view of a Corporate Governance Charter.
Part A - Defining Governance Roles;
Part B – Board Processes;
Part C - Key Board Functions; and
Part D - Continuing Improvement.
The Board Charter will be regularly reviewed and updated to reflect changes in the legal framework within which the Company operates and amendments and developments in Board policies and procedures. It is the responsibility of the Company Secretary to ensure that the Board is consulted regarding any changes and updates, that the Charter is kept current and is reviewed and amended on a yearly basis, and that all Board Members are provided with the latest versions of the Charter.
Nothing in this Charter must conflict with the Company’s Constitution (“Constitution”). If such a conflict occurs, the Constitution shall prevail.
Any reference to gender in this Charter should be interpreted as applicable to all genders.
Audit Committee CharterDownload PDF
The Board is ultimately responsible for all matters relating to the running of the Company.
The Board’s role is to govern the Company rather than to manage it. In governing the Company, the Directors must act in the best interests of the Company as a whole. It is the role of Senior Management to manage the Company in accordance with the direction and delegations of the Board and the responsibility of the Board to oversee the activities of management in carrying out these delegated duties.
The Board has the final responsibility for the successful operations of the Company. In general, it is responsible for, and has the authority to determine, all matters relating to the policies, practices, management and operations of the Company. It is required to do all things that may be necessary to be done in order to carry out the objectives of the Company. In carrying out its governance role, the main task of the Board is to drive the performance of the Company. The Board must also ensure that the Company complies with all of its contractual, statutory and any other legal obligations, including the requirements of any regulatory body.
Without intending to limit this general role of the Board, the principal functions and responsibilities of the Board include the following:
The detail of some Board functions will be handled through Board Committees. However, the Board as a whole is responsible for determining the extent of powers residing in each Committee and is ultimately responsible for accepting, modifying or rejecting Committee recommendations.
The Board has determined that, consistent with the size of the Company and its activities, the Board shall be comprised of at least 3 Directors.
The Board's policy is that the majority of Directors shall be independent, Non-executive Directors.
The Board has adopted the definition of independence set out in the ASX Corporate Governance Council Principles of Good Corporate Governance and Best Practice Recommendations (2003).
The independence of the Company’s Non-executive Directors will be assessed on an ongoing basis.
In the opinion of the Board, all Directors should bring specific skills and experience that add value to the Company. The balance of skills and experience of the Board is to be regularly reviewed by the Nomination Committee (or full Board in the absence of a Nomination Committee).
When considering the potential reappointment of an existing Director, the Board will take into account the individual’s performance as well as the skills and experience mix required by the Board into the future.
When considering vacancies, the Board will take into account a candidate’s capacity to enhance the mix of skills and experience of the Board.
From time to time it may be necessary or desirable to vary the policy of having a majority of independent directors. If so, such variation will only be made after close consideration by the Board and with a view, whether short or medium term, to bring the Board back into compliance with the policy.
The Directors may at any time appoint a person to be Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the maximum number specified by the Constitution. Any Director so appointed holds office only until the next following General Meeting and is then eligible for re-election, but shall not be taken into account in determining the Directors who are to retire by rotation (if any) at that meeting.
Any person seeking election as a Director (other than a Director seeking re-election) may submit their application and signed nomination at least 6 weeks before the General Meeting, to the Registered Office of the Company. All nominations shall then be treated as in regards to the Company’s Constitution.
Directors will serve for as long as the Directors’ skill base and contribution is considered beneficial to the Company and otherwise of course, at the pleasure of the shareholders.
It is envisaged that Directors shall remain on the Board until required to vacate the office by law or as detailed in the Constitution. The Terms and Conditions for Directors are contained in their Letter of Appointment.
As Members of the peak decision-making body in the Company, Directors share ultimate responsibility for the Company’s overall success. Directors need to ensure that the Board is providing:
In accordance with legal requirements and agreed ethical standards, Directors and Key Executives of the Company:
(*From the AICD Code of Conduct ) ( From the ASX Corporate Governance Council’s Principles of Good Corporate Governance)
Since the Board needs to work together as a group, Directors need to establish a set of standards for Board Meetings. At the Company, it is expected that Directors shall, in good faith, behave in a manner that is consistent with generally accepted procedures for the conduct of meetings at all meetings of the Board.
Directors are expected to be forthright in Board Meetings and have a duty to question, request information, raise any issue, and fully canvas all aspects of any issue confronting the Company, and cast their vote on any resolution according to their own judgment.
Outside the boardroom, however, Directors will support the letter and spirit of Board decisions in discussions with all stakeholders including any shareholders, special interest groups, customers, staff, suppliers and any other parties.
Directors will keep confidential all Board discussions and deliberations. Similarly, all confidential information received by a Director in the course of the exercise of the Director’s duties remains the property of the Company and is not to be discussed outside the boardroom. It is improper to disclose it, or allow it to be disclosed, unless that disclosure without appropriate authorisation.
Directors must disclose to the Board actual or potential conflicts that may or might reasonably be thought to exist between the interests of the Director and the interests of the Company. Whether an interest is material or not will vary depending on individual circumstances. Directors are expected to know when a matter is material and accordingly to declare any material conflict.
On appointment, Directors will have an opportunity to declare any such interests and they will be entered into the Company’s Register of Ongoing Conflicts of Interests.
Directors should update this disclosure by notifying the Company Secretary in writing as soon as they become aware of any conflicts. Directors are also expected to indicate to the Chairman any actual or potential conflict of interest situation as soon as it arises. To ensure Directors have an opportunity to disclose new conflicts of interest, the first Agenda item for each Board Meeting will be the disclosure of any conflicts of interest. Any amendments to disclosures are to be tabled at this time and entered into the Register of Ongoing Conflicts of Interest.
The Board can request a Director to take reasonable steps to remove the conflict of interest. If a Director cannot or is unwilling to remove a conflict of interest then the Director must absent himself or herself from the room when discussion and voting occur on matters to which the conflict relates. The entry and exit of the Director concerned will be minuted by the Company Secretary.
Directors do not have to absent themselves when either (a) conflict of interest relates to an interest common to all Company Members/shareholders or (b) the Board passes a resolution that identifies the Director, the nature and extent of the Director’s interest and clearly states that the other Directors are satisfied that the interest should not disqualify the Director concerned from discussion and/or voting on the matter.
Related party transactions include any financial transaction between a Director or Officer and the Company and will be reported in writing to each Board Meeting.
In general, the Corporations Act requires related party transactions to be approved by the shareholders; the Board cannot approve these transactions. An exemption to this requirement occurs where the financial benefit is given on ‘arm’s length’ terms.
If a related party transaction is brought before the board, then the Director or Officer related to the transaction must excuse themself from the approval process.
Related party for this process means:
(a) a spouse or de facto spouse of the Director or Officer; or (b) a parent, son or daughter of the Director or Officer or their spouse or de facto spouse; or (c) an entity over which the Director or Officer or a related party defined in (a) or (b) has a controlling interest.
The Company Secretary will maintain a Register of Related Parties Transactions as well as the Register of Ongoing Conflicts of Interests.
The Chairman’s role is a key one within the Company. The Chairman is considered the "lead" Director and utilises his/her experience, skills and leadership abilities to facilitate the governance processes.
There are two main aspects to the Chairman’s role. They are the Chairman’s role within the boardroom and the Chairman’s role outside the boardroom.
Inside the boardroom the role of the Chairman is to:
Outside the boardroom the role of the Chairman is to:
In the event that the Chairman is, at any time, also the CEO the Chairman’s role will be interpreted, with necessary changes, to recognise the dual roles. In particular, the responsibility referred to in item 5.2(7) will be performed by the Independent Director who is at that time, the Chairman of the Remuneration Committee.
The Company Secretary is charged with facilitating the Company’s Corporate Governance processes and so holds primary responsibility for ensuring that the Board processes and procedures run efficiently and effectively. The Company Secretary is accountable to the Board, through the Chairman, on all governance matters and reports directly to the Chairman as the representative of the Board. The Company Secretary is appointed and dismissed by the Board and all Directors have as of right access to the Company Secretary.
The tasks of the Company Secretary shall include:
Meetings and Minutes
The Chief Executive Officer (CEO) is responsible for the attainment of the Company’s goals and vision for the future, in accordance with the strategies, policies, programs and performance requirements approved by the Board. The position reports directly to the Board.
The CEO’s primary objective is to ensure the ongoing success of the Company through being responsible for all aspects of the management and development of the Company. The CEO is of critical importance to the Company in guiding the Company to develop new and imaginative ways of winning and conducting business. The CEO must have the industry knowledge and credibility to fulfil the requirements of the role.
The CEO will manage a Team of Executives responsible for all functions contributing to the success of the Company.
The CEO’s specific responsibilities will include:
Board Meetings are a fundamental component of governance processes. Each Board Meeting is critical, as it is the main opportunity for Directors to:
The Board Meeting Agenda is equally as important because it shapes the information flow and subsequent discussion.
The Board will meet approximately 8 times per year but no less than six times per year, unless otherwise agreed. Committees will generally meet as required. Where Board and Committee Meetings are scheduled for the same month, where possible, Committee Meetings will precede the Board.
The Board usually meets at the Company’s registered office or a place of business. Board Meetings usually commence at 10am Australian time, but this may vary depending on the Agenda of each individual meeting, the availability of key participants and the location of the participants in the meeting. Teleconference facilities will be made available at all meetings to enable board members to attend from remote locations if needed.
To assist the smooth running of Board processes, the Board has adopted an indicative cycle as follows. The indicative cycle gives Board Members seven days to review the Agenda and Board Papers to save valuable time at meetings by being prepared for discussions and allowing them to seek clarification or further information in advance on ambiguous items.
Under normal circumstances, Board Meetings shall follow the following cycle:
|Company Secretary reviews the proposed Agenda with the Chairman||-7|
|Board Papers and Agenda are finalised||-7|
|Board Papers are printed||-7|
|All Board Papers are circulated to Board Meeting attendees||-7|
|Draft Minutes sent to Chairman & or Directors||7|
All days indicated are calculated in relation to the Board Meeting day (day zero).
Please note, that this is an indicative cycle only. The actual timing of events in the lead up to and follow up from Board
Meetings will be dependent upon the circumstances surrounding each individual meeting.
The Chairman will determine the degree of formality required at each meeting while maintaining the decorum of such meetings. As such, the Chairman will:
In order for a decision of the Board to be valid, a quorum of Directors must be present. In accordance with the Company’s constitution a quorum is 2 Directors present and entitled to vote. Questions arising at Board Meetings are to be decided by a majority of votes of Directors who are present or via telecommunications device, and entitled to vote.
As provided by the Constitution, a written resolution or circular resolution may be passed on the basis that it is signed by the majority of Directors.
An Agenda will be prepared for each Board and Committee Meeting.
The Company Secretary, in consultation with the Chairman and the CEO is responsible for preparing an Agenda for each Board Meeting. However, any Director may request items to be added to the Agenda for upcoming meetings.
The Company Secretary circulates the Agenda to all Directors with the Board Papers at least seven days prior to the meeting.
The Company Secretary together with the CEO is responsible for the preparation and circulation of Board Papers. The Board Papers will be circulated to Directors prior to the Board Meeting. If a Board Paper relates to a matter in which there is a known conflict of interest with a particular Director then the relevant Board Paper will be removed by the Company Secretary (on the instructions of the Chairman) from the set of Board Papers sent to that Director.
In the case of the Chairman having a conflict of interest, the Board will appoint another Director to make final decisions on the forwarding of Board Papers to the Chairman.
The Company Secretary maintains a complete set of Board Papers at the Company’s registered office. However, individual Directors may retain their own Board Papers in a secure location.
Minutes are to be a concise summary of the matters discussed at a Board Meeting. Minutes will contain a brief reference to relevant Board Papers tabled plus any official resolutions adopted by Directors. All decisions will be recorded in the Minutes by means of a formal resolution.
In order to provide an even distribution of work over each financial year, the Board will adopt a twelve-month Board Calendar. Included will be all proposed Board and Committee meetings as well as major corporate and Board. It will be updated and approved prior to the start of each calendar year.
The Board currently has two Committees:
It is expected that the Committees will have its Committee Charters approved by the Board. Nevertheless, the Board has the ability to alter the role of the Committees as it sees fit. The Committee Charters form Attachments A & B.
Each year the Board will engage senior management in a strategic planning process outside the cycle of formal Board meetings. The Board will determine from time to time what form that process will take.
It is recognised that a Key Directorial duty is providing a sounding board for CEO ideas and challenges. Recognising that the CEO-Board relationship is critical to effective corporate governance, Directors should provide frank and honest advice to the CEO. It is expected that the chairman will play a key part of this role and will maintain regular contact with the CEO.
All advice should be constructive in nature and provided in a positive manner. Where appropriate, Directors should recommend possible alternative advisers if they do not feel adequately trained to assist.
The Board has designated the CEO or the Chairman (where appropriate) to speak to the press on matters associated with the Company. In speaking to the press, the CEO or the Chairman will not comment on price sensitive information that has not already been disclosed to ASX, however, they may clarify previously released information.
The Company discloses its financial and operational results to the market each half year as well as informing the market of other events throughout the year as they occur. Financial Reports, media releases and AGM speeches are all lodged with the ASX.
In addition to the above disclosures, the Company does conduct briefings and discussions with analysts and institutional investors. However, price sensitive information will not be discussed unless that particular information has been previously formally disclosed to the market via an ASX announcement. Slides and presentations used in briefings will also be released immediately prior to the briefing to the market via the ASX.
After the conclusion of each briefing or discussion, it will be reviewed to determine whether any price sensitive information has been inadvertently disclosed. If any price sensitive information was disclosed it will be announced immediately to the ASX.
While the Company recognises the need from time to time to give or accept customary business courtesies in accordance with ethical business practices, Directors and Officers will not solicit such courtesies and will not accept gifts, services, benefits or hospitality that might influence, or appear to influence, the Directors’ and Officers’ conduct in representing the Company.
Another essential function of the Board is to monitor the performance of the organisation in implementing its strategy and overall operational performance. This will be done on an ongoing basis. The Board will continually review its operations and achievements during the year and critically appraise the achievement of corporate objectives, the performance of Management and the Board.
The Board is charged with overseeing, reviewing and ensuring the integrity and effectiveness of the Company’s compliance systems. The Board has established an Audit Committee that is responsible for overseeing the Company’s compliance systems and reporting to the Board on those systems.
Since Audit Risk & Compliance is a complex and critical component of the Company’s governance, the Board has established an Audit Committee to oversee and guide the detail of this topic. The CEO is charged with implementing appropriate risk systems within the Company. Aspects of this process may be delegated.
The Audit Committee system is based on the Australian Standard AS/NZS4360:1999.
Audit Risk & Compliance is considered a key governance and management process. It is not an exercise merely to ensure regulatory compliance. Therefore, the primary objectives of the Audit Committee are to ensure:
In line with these objectives, the Audit Committee system covers:
The Audit Committee reviews major strategies for their impact on the risk facing the Company and makes appropriate recommendations to the Board. The Committee will review risk profiles on an ongoing basis.
In addition, as specified by Recommendation 7.2 of the ASX Corporate Governance Council’s Principles of Good Corporate Governance and Best Practice Recommendations , the CEO and CFO provide a written assurance that the Audit Committee system is effective, efficient and accurately reflected in the Company’s financial statements.
Directors are responsible for any delegations of their responsibilities with regard to corporate operations. As such, they decide as a Board what Company matters are delegated to either specific Directors or management. As a consequence, individual Directors have no individual authority to participate in the day-to-day management of the Company including making any representations or agreements with member companies, suppliers, customers, employees or other parties or organisations.
The exception to this principle occurs where the Board through resolution explicitly delegates an authority to the Director individually. Additionally, it is recognised that all Executive Directors will carry significant delegated authority (whether implied or explicit) by virtue of their management position as outlined in their job description or specific delegation authorities.
Similarly, Committees and their Members require specific delegations from the Board as a whole and these will be contained in each Committee’s respective Terms of Reference.
All operating units will be made aware of their relevant delegations and authorities.
In general, the Board delegates all powers and authorities required to effectively and efficiently carry out the Company's business.
The following decisions must be referred to the Board for approval:
Directors will adhere to the following protocol when seeking information:
A Director of the Company is expected to exercise considered and independent judgment on the matters before them. To discharge this expectation a Director may, from time to time, need to seek independent, expert opinion on matters before them.
All Directors have the individual authority to commit the Company to up to $2,000 per annum in professional advice.
Prior to seeking professional advice a Director shall inform the Chairman about the nature of the opinion or information sought, the reason for the advice, the terms of reference for the advice and the estimated cost of the advice. Where more than one Director is seeking advice about a single issue, the Chairman shall endeavour to coordinate the provision of the advice.
If the cost of professional advice is likely to exceed $2,000, the Director shall seek authority from the Chairman prior to engaging an external expert. The Chairman has delegated authority to authorise expenditures up to $50,000. If the Chairman withholds authorisation, the Director has the right to seek authority from the Board at the next Board meeting.
If the cost of professional advice is likely to exceed $50,000, then the Board must approve the engagement of an external expert. Advice so received should be received on behalf of the Board as a whole.
The Directors have the right to access board Papers as granted by the Corporations Act.
The Company will maintain a Director's & Officer's Liability Policy, if agreed to by the board.
The Board considers the evaluation of its own and senior executive performance as fundamental to establishing a culture of performance and accountability. The common process that guides evaluation at the Company is set out in figure 1 and ensures that those evaluated clearly understand performance expectations prior to the evaluation period.
The Board considers the ongoing development and improvement of its own performance as a critical input to effective governance. As a result, the Board undertakes an Annual evaluation of the Board’s and Director’s performance.
As part of the Board evaluation, Directors are assessed of their Committee contributions. The Committees also review their own performance on an ongoing basis.
All Senior Executives at the Company are subject to an Annual performance evaluation. These evaluations are aligned to overall business goals and the Company’s requirements of the position.
Informal assessment of progress is carried out on an ongoing basis.
Non-executive Directors are paid their fees out of the maximum aggregate amount approved by shareholders for the remuneration of non-executive Directors. The sum each non-executive Director is paid is determined by the Remuneration Committee (or full Board in the absence of a Remuneration Committee) from time to time. Additional fees are not paid for participation on Board Committees without the approval of the Board; however, if they are paid, then the total fees paid to non-executive Directors, including fees paid for participation on Board Committees, are kept within the total amount approved by shareholders.
Non-executive Directors do not receive performance-based bonuses.
Non-executive Directors may choose to receive shares in the Company as part of their remuneration instead of receiving cash. However, Non-executive Directors may not participate in equity schemes of the Company, such as option schemes, without shareholder approval.
Non-executive Directors are entitled to statutory superannuation. In addition, Non-executive Directors do have their indemnity insurance paid by the Company.
The Company is committed to continuing development of its Directors and Executives. Any Director wishing to undertake specific Directorial training courses mayapproach the Chairman for approval of the proposed course. Development may be in both governance and governance processes or in the Company’s industry. If approved by the Chairman, the Company will reimburse the Director for the cost of the course to a maximum amount in aggregate as determined by the Chairman.
New Directors will undergo an induction process in which they will be given a full briefing on the Company. This will include meeting with Key Executives, tours of the premises, an induction package and presentations. Information conveyed to the new Director will include:
Note: The nominations function, which in some companies is performed by the Remuneration Committee, is performed by the full Board of the Company.
Commitment to the Code of Conduct
The Board, management and all employees of the Company are committed to implementing the Company’s core principles and values as stated in this Code of Conduct when dealing with customers, clients, government authorities, creditors and the community as whole as well as other employees.
The Company is dedicated to delivering outstanding performance for investors, customers, consumers and employees. The Company aspires to be the leader in its field while operating openly, with honesty, integrity and responsibility. The Company will conduct its business ethically.
Responsibilities to Shareholders and the Financial Community Generally
The Company is committed to delivering value to its shareholders and to representing the Company’s growth and progress truthfully and accurately. The Company also complies with the spirit as well as the letter of all laws and regulations that govern shareholders’ rights.
The Company is committed to safeguarding the integrity of financial reporting and as such will promote and instigate a structure of review and authorisation designed to ensure the truthful and factual presentation of the Company’s financial position.
The Company will prepare and maintain its accounts fairly and accurately in accordance with the accounting and financial reporting standards that represent the generally accepted guidelines, principles, standards, laws and regulations of the country in which the Company conducts its business.
Responsibilities to Clients, Customers and Consumers
Each employee has an obligation to use their best efforts to deal in a fair and responsible manner with each of the Company’s clients, customers and consumers. Each employee will assist the Company in the delivery of superior service and product quality to each client, customer and consumer and will follow the Company’s procedures to ensure the safety of goods produced by the Company.
The Company for its part is committed to providing clients, customers and consumers with fair value.
The Company will use its best endeavours to:
Obligations Relative to Fair Trading and Dealing
The Company strives to deal fairly with the Company’s customers, suppliers, competitors and employees and encourages it employees to strive to do the same. Employees are prohibited from taking unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other practice that involves unfair dealing.
In its competitive environment, the Company will compete fairly and ethically and in accordance with the competition laws of Australia and of each country in which the Company operates.
The Company aims to conduct its business fairly. It will compete solely on the qualities and price of its products and services. The Company deems false statements, misleading statements or innuendo as being inappropriate and unacceptable.
Responsibilities to the Community
The Company is committed to conducting its business in accordance with the spirit and letter of all applicable environmental laws and regulations.
Donations and Sponsorship
The Company receives a number of requests for sponsorship in the form of either monetary donations or in kind. As a result, all employees should refer requests for sponsorship to the CEO.
The Company does encourage all employees to make donations to community organisations from their personal funds.
However, it should be made clear that all such donations are from the employee personally and not from the Company.
Responsibility to the Individual
The Company receives private information from its employees. Unless required by law, such personal information will not be shared with a third party without the consent of the employee. Within the Company, personal information on employees will only be provided on a “need to know” basis and will only be used for the purpose for which it was intended.
Similarly, employees will often be furnished with personal information from clients, customers, consumers and investors. Unless required by law, such personal information will not be shared with a third party without the consent of the person providing the information.
All employees must maintain the confidentiality of business information and protect it from any disclosure. This obligation of confidentiality applies while an employee as well as after ceasing to be an employee of the Company.
Information that must be kept confidential includes internal, confidential or proprietary information related to the Company’s business, technological and other knowledge, processes, computer passwords, computer software, product formulations, business strategies and plans, and information concerning the Company’s operations, customers, vendors, suppliers and employees.
Conflicts of Interest
Where an individual’s private interests are variance in any way with the interests of the Company as a whole a conflict of interest exists. Further, a conflict of interest can be seen to exist where an employee or family member has a direct or indirect financial interest in, or receives any compensation/other benefit from, any individual or firm that:
Employees and Directors must avoid conflicts between personal interests and the interests of the Company, or even the semblance of such interests. Where an employee or Director is concerned that there may be a conflict of interest it should be discussed with the CEO or Board Members as soon as possible.
How the Company complies with legislation affecting its operations
The Company strives to comply with the spirit and the letter of all legislation affecting its operations.
The Company will abide by local laws in all countries in which it operates.
How the Company Monitors and Ensures Compliance with its Code
The Board, management and all employees of the Company are committed to implementing this Code of Conduct. Therefore, it is up to each individual to comply with the Code and they will be accountable for such compliance. Where an employee is concerned that there has been a violation of this Code, it can be reported in good faith to the Chairman of the Board. While a record of such reports will be kept by the Company for the purposes of the investigation, the report may be made anonymously. No one making such a report will be subject to any form of retribution.
The disciplinary measures that may be imposed for violations of this Code include, but are not limited to, counselling, verbal or written reprimands, warnings, suspension without pay, demotion, reduction in salary, termination of employment or restitution.
This share trading policy (Policy) sets out the policy of AMA Group Limited (Company) regarding the trading in Company shares and securities. In this Policy:
This policy applies to all Executive and Non-executive directors, officers and employees of the Company (including those defined as Key Management Personnel according to AASB 124 Related Party Disclosures) and their associates as well as contractors, consultants, advisors and auditors (collectively, Employees) of the Company, and its subsidiaries (collectively, Group)
The Company has adopted this Policy to regulate dealings by Employees in Securities.
All Employees must comply at all times with the provisions of the Corporation Act and Australian Securities Exchange ( ASX ) Listing Rules concerning Share dealings including:
It is each Employee’s own responsibility to ensure that they are fully aware of their legal obligations with respect of share dealings.
All trading in Securities by Employees must be in accordance with this Policy. Despite anything else in this Policy, Employees should not deal in the Company’s securities when they possess Price Sensitive Information relating to the Company that is not generally available to the market.
3.1 Insider Trading
Employees who possess material price sensitive information (inside information) relating to the Company, are prohibited in all circumstances from:
3.2 Price Sensitive InformationNon-public price sensitive information is information which is not generally available to the public and which a reasonable person would expect to have a material effect on the price or value of Securities. The person who holds the information knows, or ought reasonably to know, that the information is not generally available and, if it were, it might have a material effect on the price or value of the Company’s Securities.
Examples of price sensitive information include, but are not limited to:
Information is considered generally available if:
3.3 Black Out PeriodsGiven the heightened risk of actual or perceived insider trading, the Board has determined that Employees are prohibited from dealing in Company Securities during the following periods (Closed Periods):
3.4 Excluded Trading
Trading that is not covered by the restrictions in this Policy, includes:
3.5 Trading inside a Black Out Period - Exceptional Circumstances
An Employee, who is not in possession of non-public price sensitive information affecting Securities, may be given prior written approval to sell or otherwise dispose of Securities during a Closed Period where there are exceptional circumstances. Exceptional circumstances may include:
When requesting prior written approval to sell or otherwise dispose of Securities during a Closed Period, an Employee must submit an application in writing (which can be by email) to the Chairman, generally through the Company Secretary (in the case of the Chairman an application in writing (which can be by email) to the non-executive Directors) including the reasons for requesting approval and confirming the Employee is not in possession of non-public price sensitive information. Approval, if granted, must be in writing (which can be by email) and must specify a time period for which the approval applies.
4 Extension of restrictions to family members and others
A number of the restrictions described in this Policy prohibit the communication of non-public price sensitive information to other people or arranging for another person to trade in Securities. Where a person related to or closely connected with an Employee undertakes trading in Securities which are restricted by this Policy, there is often a presumption that such person has been privy to information which is held by the Employee. If that presumption is correct, both the Employee and the other person may have engaged in insider trading. Even if that presumption is incorrect, such trading may create a perception of insider trading.
Accordingly, to the extent that it is within Employee’ power to do so, Employees should ensure that any Securities trading which is prohibited by this Policy is not undertaken by their:
5 Notification of Trading in Securities
At all times General Managers and all employees reporting directly to the General Managers, are required to seek approval from the Chief Operating Officer before they trade in the Company’s securities.
Executive & Non-Executive directors must provide to the Company Secretary, all information regarding the trading of the Company securities within 2 (two) days of a trade in the Company’s securities to ensure compliance with all requirements of the Corporations Act and the Listing Rules.
6 Anti-hedging Policy
Executives are not permitted to enter into transactions with Securities (or any derivative thereof) in associated products which limit the economic risk of any unvested entitlements under any equity based remuneration schemes offered by the Company.
7 Review of this Policy
This Policy will be reviewed regularly by the Company’s Directors having regard to the changing circumstances of the Company and any changes to this Policy will be notified to affected persons in writing.
8 Breaches of this Policy
Strict compliance with this policy is mandatory for all Employees. Breaches of this policy may damage the Company’s reputation in the investment community and undermine confidence in the market for Company Securities.
Any Employee who becomes aware of a violation of this Policy should immediately report the violation to the Company Secretary.
It should also be noted that, in some circumstances, the Company may be obliged to notify regulatory and/or criminal authorities of a serious breach of this Policy.
If you have any questions or need further information on how to comply with this policy, please contact the Company Secretary.
The Company is committed to remunerating its Senior Executives in a manner that is market competitive, consistent with best practice and supports the interests of shareholders. The Company aims to align the interests of Senior Executives with those of shareholders by remunerating Senior Executives where and when appropriate, through performance and long-term incentive plans in addition to their fixed remuneration.
Consequently, Senior Executives’ remuneration may consist of the following elements:
The salary of Senior Executives is determined from a review of the market and reflects core performance requirements and expectations. In addition, the Company considers the following:
Performance BonusThe purpose of the performance bonus is to reward actual achievement by the individual of performance objectives and for materially improved Company performance. Consequently, performance-based remuneration is paid where a clear contribution to successful outcomes for the Company is demonstrated and the individual attains and excels against pre-agreed Key performance indicators during a performance cycle.
The Company may grant shares/options to Executives to attract, retain, motivate and provide performance incentives. All issues will be subject to shareholder approval and will be reasonable in relation to the existing capitalisation of the Company.
Senior Executives are entitled to statutory superannuation
Senior Executives may be entitled to a payment upon termination of employment from the Company. Where so entitled, the termination payment has been agreed in the Senior Executive’s contract of employment and it is not payable where termination of employment is for misconduct.
Diversity includes, but is not limited to, an individual’s race, ethnicity, gender, sexual orientation, age, physical abilities, educational background, socioeconomic status, and religious, political or other beliefs.
AMA Group Limited (the Company) recognises the benefits arising from employee, senior management and Board diversity, including a broader pool of high quality employees, improving employee retention, accessing different perspectives and ideas and benefiting from all available talent.
The Company is committed to promoting diversity among employees, consultants and senior management throughout the Company.
The Board will:
Strategies to help achieve the Company’s diversity objectives include:
Annual disclosure to shareholders
In accordance with the ASX Corporate Governance Council’s recommendations, the Board will include in the Annual Report each year: