Principles of Corporate Governance

The Board of Directors of the Company is responsible to its Security Holders for the overall corporate governance of the Company including monitoring key performance goals and ensuring the Company is properly  managed  to  protect  and  enhance  Security  Holder value. The Board and Management are committed to managing the Company’s business in accordance with high standards of corporate governance.

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.

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.

Employment Practices

The Company will use its best endeavours to:

  • Provide a workplace that is safe for employees and that complies with the spirit as well as the letter of workplace health and safety laws.
  • Promote equal opportunity for all employees at all levels of the Company irrespective of colour, race, gender, age, ethnicity or religious beliefs.
  • Provide equal opportunity to all qualified individuals in recruitment, compensation, promotion, training and other employment practices.
  • Compensate all employees, including those working outside Australia, in a fair and ethical manner and where appropriate, in accordance with Company policy, provide special entitlements above the statutory minimum.
  • Encourage employee share ownership, but will instigate and enforce polices regarding trading in those securities where employees have inside information.
  • Provide opportunities for employee training and education both through the provision of training and the support of employees pursuing further education outside of the Company.
  • Recognise the need from time to time to give or accept customary business courtesies in accordance with ethical business practices, however, employees will not solicit such courtesies and will not accept gifts, services, benefits or hospitality that might influence, or appear to influence, the employee’s conduct in representing the Company.
  • Not tolerate the offering or acceptance of bribes, inducements or unauthorised commissions by any of its employees or Officers.
  • Not tolerate the misuse of Company assets or resources nor employee use of such assets or resources for their own benefit.
  • Seek to avoid conflicts of interest so that an employee’s interests, or the interests of a family member of the employee, do not affect the way he or she handles the Company’s business.
  • Unless, otherwise agreed in writing between the Company and the employee, expect employees to work exclusively for the Company.

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 Environment

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 

Privacy

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.

Confidential 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:

  • sells material, equipment or property to the Company;
  • provides any service to the Company;
  • has business dealings or contractual relations with the Company including leases and purchases; or
  • is engaged in a similar business or competes with the Company.

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

Within Australia

The Company strives to comply with the spirit and the letter of all legislation affecting its operations.

Outside Australia

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.

SENIOR EXECUTIVE REMUNERATION POLICY

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:

  • fixed salary;
  • short-term incentive bonus based on performance;
  • long-term incentive share/option scheme;
  • other benefits including superannuation; and
  • discretionary bonuses payable in individual circumstances (for example, without limitation, sign-on bonuses )

Fixed Salary

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:

  • the scope of the individual’s role;
  • the individual’s level of skill and experience;
  • the Company’s legal and industrial obligations;
  • labour market conditions; and
  • the size and complexity of the Company’s business.

Performance Bonus

The 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.

Long-Term Incentives

The Company may grant shares/options/performance rights or other equity rights to Executives and Key employees to attract, retain, motivate and provide performance incentives.

Other Benefits

Senior Executives are entitled to statutory superannuation

Termination Payments

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 POLICY

Introduction

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.

Diversity commitment

The Company is committed to promoting diversity among employees, consultants and senior management throughout the Company.

The Board will:

  • Aim to ensure that appropriate procedures and measures are introduced to ensure that the Company’s diversity commitments are implemented appropriately; and
  • Seek to ensure that the diversity profile is a factor that is taken into account in the selection and appointment of qualified employees, senior management and Board candidates.

Strategies

Strategies to help achieve the Company’s diversity objectives include:

  • Facilitating a corporate culture that embraces diversity and recognises employees at all levels have responsibilities outside of the workplace;
  • Ensuring that meaningful and varied development opportunities are available to all employees to enhance the retention of new employees and promotion of existing employees;
  • Recruiting from a diverse pool of candidates for all positions, including Board and senior management appointments; and
  • Reviewing succession plans to ensure an appropriate focus on diversity.

Annual disclosure to shareholders

In accordance with the ASX Corporate Governance Council’s recommendations, the Board will include in the Annual Report each year:

  • Measurable objectives, if any, set by the Board; progress against achieving the objectives; and
  • The proportion of women employees in the whole organisation, at senior management level and at Board level

WGEA Public Reports

WGEA Public Report 2018

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WGEA Public Report 2017

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WGEA Public Report 2016

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WGEA Public Report 2015

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WGEA Public Report 2014

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WGEA Public Report 2013

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