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Corporate Governance Statement <strong>AHG</strong>’s Corporate Governance is based on the belief that the creation of value is intrinsically linked with good governance practices. Strong corporate governance aids effective management and decision making. The Company is committed to sustaining and improving corporate governance systems and reports in accordance with the ASX Corporate Governance Council Principles and Recommendations (“Recommendations”). The Company’s position with respect to each of the relevant ASX Recommendations is described below. <strong>AHG</strong> has followed all of the Recommendations for the financial year ended 30 June 2012. The Company’s website contains a range of information on governance practices and policies including: • Charter of the Board • Charter of the Audit and Risk Management Committee • Charter of the Remuneration and Nomination Committee • Securities Trading – Directors • Securities Trading – Executives • Continuous Disclosure • Code of Conduct for Directors and Key Officers • Code of Conduct – The Company’s Obligations to Stakeholders • External Auditors • Risk Assessment and Management • Effective Shareholder Communication • Workplace Diversity Policy The Charters and Policies, and the processes by which they are adopted in the functioning of the Board and management, provide a comprehensive corporate governance framework (“CGF”) and form the core of the Company’s corporate governance system. We have not summarised the Charters and Policies in this report but commented on the relevance of each to the ASX Recommendations. To view these documents please visit the Company’s website, www.ahgir.com.au. 22 Automotive Holdings Group
2012 Annual Report For the year ended June 2012 Recommendation Principle 1 – Lay Solid Foundations For Management and Oversight Comply YES/NO Reference/ Explanation Recommendation 1.1: Companies should establish the functions reserved to the board and those delegated to senior executives and disclose those functions. YES CGF Recommendation 1.2: Companies should disclose the process for evaluating the performance of senior executives. YES Remuneration Report Recommendation 1.3: Companies should provide the information indicated in the Guide to reporting on Principle 1. YES Corporate Governance Statement / Website Principle 2 – Structure the Board to Add Value Recommendation 2.1: A majority of the board should be independent directors. YES CGF Recommendation 2.2: The chair should be an independent director. YES CGF Recommendation 2.3: The roles of chair and chief executive officer should not be exercised by the same individual. YES CGF Recommendation 2.4: The board should establish a nomination committee. YES CGF Recommendation 2.5: Companies should disclose the process for evaluating the performance of the board, its committees and individual directors. YES CGF / Corporate Governance Statement Recommendation 2.6: Companies should provide the information indicated in the Guide to reporting on Principle 2. YES Corporate Governance Statement / Website Principle 3 – Promote Ethical and Responsible Decision Making Recommendation 3.1 Companies should establish a code of conduct and disclose the code or a summary of the code as to: • The practices necessary to maintain confidence in the company’s integrity; • The practices to take into account the legal obligations and the reasonable expectation of their stakeholders; and • The responsibility and accountability of individuals for reporting and investigating reports of unethical practices. YES CGF / Website Recommendation 3.2: Companies should establish a policy concerning diversity and disclose the policy or a summary of that policy. The policy should include requirements for the board to establish measurable objectives for achieving gender diversity for the board to assess annually both the objectives and progress in achieving them. YES Website Recommendation 3.3: Companies should disclose in each annual report the measurable objectives for achieving gender diversity set by the board in accordance with the diversity policy and progress towards achieving them. YES Corporate Governance Statement Recommendation 3.4: Companies should disclose in each annual report the proportion of women employees in the whole organisation, women in senior executive positions and women on the board. YES Corporate Governance Statement Recommendation 3.5: Companies should provide the information indicated in the Guide to reporting on Principle 3. YES Website Principle 4 – Safeguard Integrity in Financial Reporting Recommendation 4.1: The board should establish an audit committee. YES CGF Recommendation 4.2: Structure of the audit committee. YES CGF Recommendation 4.3: The audit committee should have a formal charter. YES Website Recommendation 4.4: Companies should provide the information indicated in the Guide to reporting on Principle 4. YES As Above 23
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