AUTOSPORTS GROUP LIMITED. — Governance Information 2021

Aug 29, 2021

Rules 4.7.3 and 4.10.3

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Appendix 4G

Key to Disclosures Corporate Governance Council Principles and Recommendations

Name of entity

AUTOSPORTS GROUP LIMITED

ABN/ARBN 54 614 505 261	Financial year ended:
54 614 505 261	30 June 2021

Our corporate governance statement[1] for the period above can be found at:[2]

• ☐ These pages of our annual report:

☒ This URL on our website: http://investors.autosportsgroup.com.au/investors/?page=corporat e-governance

The Corporate Governance Statement is accurate and up to date as at 30 August 2021 and has been approved by the board.

The annexure includes a key to where our corporate governance disclosures can be located.[3] Date: 30 August 2021

Name of authorised officer Caroline Raw, Company Secretary authorising lodgement:

1 “Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during a particular reporting period.

Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a statement is located. The corporate governance statement must disclose the extent to which the entity has followed the recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a recommendation for any part of the reporting period, its corporate governance statement must separately identify that recommendation and the period during which it was not followed and state its reasons for not following the recommendation and what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.

Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of Listing Rule 4.10.3.

Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of Listing Rule 4.10.3.

The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve different purposes and an entity must produce each of them separately.

2 Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.

3 Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection. See notes 4 and 5 below for further instructions on how to complete this form.

ASX Listing Rules Appendix 4G (current at 17/7/2020)

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ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES

Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1	A listed entity should have and disclose a board charter setting out: (a) the respective roles and responsibilities of its board and management; and (b) those matters expressly reserved to the board and those delegated to management.	☒ and we have disclosed a copy of our board charter at: http://investors.autosportsgroup.com.au/investors/?page=corpor ate- governance	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.2	A listed entity should: (a) undertake appropriate checks before appointing a director or senior executive or putting someone forward for election as a director; and (b) provide security holders with all material information in its possession relevant to a decision on whether or not to elect or re-elect a director.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.3	A listed entity should have a written agreement with each director and senior executive setting out the terms of their appointment.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.4	The company secretary of a listed entity should be accountable directly to the board, through the chair, on all matters to do with the proper functioning of the board.	☒	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable

4 Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert the location where that disclosure has been made, where indicated by the line with “ insert location ” underneath. If the disclosure in question has been made in your corporate governance statement, you need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate governance/charters/”).

5 If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.5	A listed entity should: (a) have and disclose a diversity policy; (b) through its board or a committee of the board set measurable objectives for achieving gender diversity in the composition of its board, senior executives and workforce generally; and (c) disclose in relation to each reporting period: (1) the measurable objectives set for that period to achieve gender diversity; (2) the entity’s progress towards achieving those objectives; and (3) either: (A) the respective proportions of men and women on the board, in senior executive positions and across the whole workforce (including how the entity has defined “senior executive” for these purposes); or (B) if the entity is a “relevant employer” under the Workplace Gender Equality Act, the entity’s most recent “Gender Equality Indicators”, as defined in and published under that Act. If the entity was in the S&P / ASX 300 Index at the commencement of the reporting period, the measurable objective for achieving gender diversity in the composition of its board should be to have not less than 30% of its directors of each gender within a specified period.	☒ and we have disclosed a copy of our diversity policy at: http://investors.autosportsgroup.com.au/investors/?page=corpora te- governance and we have disclosed the information referred to in paragraph (c) in our Corporate Governance Statement and if we were included in the S&P / ASX 300 Index at the commencement of the reporting period our measurable objective for achieving gender diversity in the composition of its board of not less than 30% of its directors of each gender within a specified period.	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
1.6	A listed entity should: (a) have and disclose a process for periodically evaluating the performance of the board, its committees and individual directors; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
1.7	A listed entity should: (a) have and disclose a process for evaluating the performance of its senior executives at least once every reporting period; and (b) disclose for each reporting period whether a performance evaluation has been undertaken in accordance with that process during or in respect of that period.	☒ and we have disclosed the evaluation process referred to in paragraph (a) in our Corporate Governance Statement and whether a performance evaluation was undertaken for the reporting period in accordance with that process in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1	The board of a listed entity should: (a) have a nomination committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a nomination committee, disclose that fact and the processes it employs to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee in Our Corporate Governance Statement and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a nomination committee and the processes we employ to address board succession issues and to ensure that the board has the appropriate balance of skills, knowledge, experience, independence and diversity to enable it to discharge its duties and responsibilities effectively in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.2	A listed entity should have and disclose a board skills matrix setting out the mix of skills that the board currently has or is looking to achieve in its membership.	☒ and we have disclosed our board skills matrix in our Corporate Governance Statement	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.3	A listed entity should disclose: (a) the names of the directors considered by the board to be independent directors; (b) if a director has an interest, position, affiliation or relationship of the type described in Box 2.3 but the board is of the opinion that it does not compromise the independence of the director, the nature of the interest, position or relationship in question and an explanation of why the board is of that opinion; and (c) the length of service of each director.	☒ and we have disclosed the names of the directors considered by the board to be independent directors in our Corporate Governance Statement and, where applicable, the information referred to in paragraph (b) in our Corporate Governance Statement and the length of service of each director in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
2.4	A majority of the board of a listed entity should be independent directors.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
2.5	The chair of the board of a listed entity should be an independent director and, in particular, should not be the same person as the CEO of the entity.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
2.6	A listed entity should have a program for inducting new directors and for periodically reviewing whether there is a need for existing directors to undertake professional development to maintain the skills and knowledge needed to perform their role as directors effectively.	☒	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1	A listed entity should articulate and disclose its values.	☒ and we have disclosed our values in our Corporate Governance Statement and at: http://investors.autosportsgroup.com.au/investors/?page=corpo governance	☐ set out in our Corporate Governance Statement
3.2	A listed entity should: (a) have and disclose a code of conduct for its directors, senior executives and employees; and (b) ensure that the board or a committee of the board is informed of any material breaches of that code.	☒ and we have disclosed our code of conduct at: http://investors.autosportsgroup.com.au/investors/?page=corpo governance	☐ set out in our Corporate Governance Statement
3.3	A listed entity should: (a) have and disclose a whistleblower policy; and (b) ensure that the board or a committee of the board is informed of any material incidents reported under that policy.	☒ and we have disclosed our whistleblower policy at: http://investors.autosportsgroup.com.au/investors/?page=corpo governance	☐ set out in our Corporate Governance Statement
3.4	A listed entity should: (a) have and disclose an anti-bribery and corruption policy; and (b) ensure that the board or committee of the board is informed of any material breaches of that policy.	☒ and we have disclosed our anti-bribery and corruption policy at: http://investors.autosportsgroup.com.au/investors/?page=corpo governance	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1	The board of a listed entity should: (a) have an audit committee which: (1) has at least three members, all of whom are non- executive directors and a majority of whom are independent directors; and (2) is chaired by an independent director, who is not the chair of the board, and disclose: (3) the charter of the committee; (4) the relevant qualifications and experience of the members of the committee; and (5) in relation to each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have an audit committee, disclose that fact and the processes it employs that independently verify and safeguard the integrity of its corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://investors.autosportsgroup.com.au/investors/?page=corpo governance and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an audit committee and the processes we employ that independently verify and safeguard the integrity of our corporate reporting, including the processes for the appointment and removal of the external auditor and the rotation of the audit engagement partner …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
4.2	The board of a listed entity should, before it approves the entity’s financial statements for a financial period, receive from its CEO and CFO a declaration that, in their opinion, the financial records of the entity have been properly maintained and that the financial statements comply with the appropriate accounting standards and give a true and fair view of the financial position and performance of the entity and that the opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.	☒	☐ set out in our Corporate Governance Statement
4.3	A listed entity should disclose its process to verify the integrity of any periodic corporate report it releases to the market that is not audited or reviewed by an external auditor.	☒	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1	A listed entity should have and disclose a written policy for complying with its continuous disclosure obligations under listing rule 3.1.	☒ and we have disclosed our continuous disclosure compliance policy at: http://investors.autosportsgroup.com.au/investors/?pa ge=corpor ate-governance	☐ set out in our Corporate Governance Statement
5.2	A listed entity should ensure that its board receives copies of all material market announcements promptly after they have been made.	☒	☐ set out in our Corporate Governance Statement
5.3	A listed entity that gives a new and substantive investor or analyst presentation should release a copy of the presentation materials on the ASX Market Announcements Platform ahead of the presentation.	☒	☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1	A listed entity should provide information about itself and its governance to investors via its website.	☒ and we have disclosed information about us and our governance on our website at: http://investors.autosportsgroup.com.au/investors/?pa ge=corpor ate-governance	☐ set out in our Corporate Governance Statement
6.2	A listed entity should have an investor relations program that facilitates effective two-way communication with investors.	☒	☐ set out in our Corporate Governance Statement
6.3	A listed entity should disclose how it facilitates and encourages participation at meetings of security holders.	☒ and we have disclosed how we facilitate and encourage participation at meetings of security holders in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
6.4	A listed entity should ensure that all substantive resolutions at a meeting of security holders are decided by a poll rather than by a show of hands.	☒	☐ set out in our Corporate Governance Statement
6.5	A listed entity should give security holders the option to receive communications from, and send communications to, the entity and its security registry electronically.	☒	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1	The board of a listed entity should: (a) have a committee or committees to oversee risk, each of which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a risk committee or committees that satisfy (a) above, disclose that fact and the processes it employs for overseeing the entity’s risk management framework.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://investors.autosportsgroup.com.au/investors/?pa ge=corpor ate-governance and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a risk committee or committees that satisfy (a) and the processes we employ for overseeing our risk management framework at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
7.2	The board or a committee of the board should: (a) review the entity’s risk management framework at least annually to satisfy itself that it continues to be sound and that the entity is operating with due regard to the risk appetite set by the board; and (b) disclose, in relation to each reporting period, whether such a review has taken place.	☒ and we have disclosed whether a review of the entity’s risk management framework was undertaken during the reporting period in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement
7.3	A listed entity should disclose: (a) if it has an internal audit function, how the function is structured and what role it performs; or (b) if it does not have an internal audit function, that fact and the processes it employs for evaluating and continually improving the effectiveness of its governance, risk management and internal control processes.	☒ [If the entity complies with paragraph (a):] and we have disclosed how our internal audit function is structured and what role it performs in our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have an internal audit function and the processes we employ for evaluating and continually improving the effectiveness of our risk management and internal control processes at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
7.4	A listed entity should disclose whether it has any material exposure to environmental or social risks and, if it does, how it manages or intends to manage those risks.	☒ and we have disclosed whether we have any material exposure to environmental and social risks in our Corporate Governance Statement and, if we do, how we manage or intend to manage those risks in our Corporate Governance Statement	☐ set out in our Corporate Governance Statement

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1	The board of a listed entity should: (a) have a remuneration committee which: (1) has at least three members, a majority of whom are independent directors; and (2) is chaired by an independent director, and disclose: (3) the charter of the committee; (4) the members of the committee; and (5) as at the end of each reporting period, the number of times the committee met throughout the period and the individual attendances of the members at those meetings; or (b) if it does not have a remuneration committee, disclose that fact and the processes it employs for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive.	☒ [If the entity complies with paragraph (a):] and we have disclosed a copy of the charter of the committee at: http://investors.autosportsgroup.com.au/investors/?pa ge=corpor ate-governance and the information referred to in paragraphs (4) and (5) in our Corporate Governance Statement [If the entity complies with paragraph (b):] and we have disclosed the fact that we do not have a remuneration committee and the processes we employ for setting the level and composition of remuneration for directors and senior executives and ensuring that such remuneration is appropriate and not excessive: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance StatementOR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.2	A listed entity should separately disclose its policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives.	☒ and we have disclosed separately our remuneration policies and practices regarding the remuneration of non-executive directors and the remuneration of executive directors and other senior executives in our Corporate Governance Statement (and in the Remuneration Report in our Annual Report)	☐ set out in our Corporate Governance Statement OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
8.3	A listed entity which has an equity-based remuneration scheme should: (a) have a policy on whether participants are permitted to enter into transactions (whether through the use of derivatives or otherwise) which limit the economic risk of participating in the scheme; and (b) disclose that policy or a summary of it.	☒ and we have disclosed our policy on this issue or a summary of it in our Corporate Governance Statement and at http://investors.autosportsgroup.com.au/investors/?pa ge=corpor ate-governance	☐ set out in our Corporate Governance StatementOR ☐ we do not have an equity-based remuneration scheme and this recommendation is therefore not applicableOR ☐ we are an externally managed entity and this recommendation is therefore not applicable

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Corporate Governance Council recommendation	Corporate Governance Council recommendation	Where a box below is ticked,4we have followed the recommendationin full for the wholeof the period above. We have disclosed this in our Corporate Governance Statement:	Where a box below is ticked, we have NOT followed the recommendation in full for the whole of the period above. Our reasons for not doing so are:5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1	A listed entity with a director who does not speak the language in which board or security holder meetings are held or key corporate documents are written should disclose the processes it has in place to ensure the director understands and can contribute to the discussions at those meetings and understands and can discharge their obligations in relation to those documents.	☐ and we have disclosed information about the processes in place at: ……………………………………………………………………… [insert location]	☐ set out in our Corporate Governance Statement OR ☐ we do not have a director in this position and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.2	A listed entity established outside Australia should ensure that meetings of security holders are held at a reasonable place and time.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and this recommendation is therefore not applicable OR ☐ we are an externally managed entity and this recommendation is therefore not applicable
9.3	A listed entity established outside Australia, and an externally managed listed entity that has an AGM, should ensure that its external auditor attends its AGM and is available to answer questions from security holders relevant to the audit.	☐	☐ set out in our Corporate Governance StatementOR ☐ we are established in Australia and not an externally managed listed entity and this recommendation is therefore not applicable ☐ we are an externally managed entity that does not hold an AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
-	Alternative to Recommendation 1.1 for externally managed listed entities: The responsible entity of an externally managed listed entity should disclose: (a) the arrangements between the responsible entity and the listed entity for managing the affairs of the listed entity; and (b) the role and responsibility of the board of the responsible entity for overseeing those arrangements.	☐ and we have disclosed the information referred to in paragraphs (a) and (b) at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement
-	Alternative to Recommendations 8.1, 8.2 and 8.3 for externally managed listed entities: An externally managed listed entity should clearly disclose the terms governing the remuneration of the manager.	☐ and we have disclosed the terms governing our remuneration as manager of the entity at: …………………………………………………………………………….. [insert location]	☐ set out in our Corporate Governance Statement

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Autosports Group Limited

CORPORATE GOVERNANCE STATEMENT

2021

Page 1

Table of Contents

1. The	Board and management ............................................................................................... 4
1.1	The role of the Board and management .................................................................................................... 4
1.2	Director selection and succession planning .............................................................................................. 5
1.3	Agreements with Board and senior executives ......................................................................................... 5
1.4	Director independence ............................................................................................................................... 6
1.5	Induction and professional development ................................................................................................... 6
1.6	Company secretary .................................................................................................................................... 6
2. People & Remuneration ...................................................................................................... 7
2.1	People and Remuneration Committee ...................................................................................................... 7
2.2	Diversity ..................................................................................................................................................... 7
2.3	Board skills matrix ...................................................................................................................................... 8
2.4	Remuneration of non-executive directors .................................................................................................. 9
2.5	Remuneration of executive directors ......................................................................................................... 9
2.6	Remuneration of senior executives ........................................................................................................... 9
2.7	Minimum shareholding policy .................................................................................................................. 10
2.8	Board performance evaluation process ................................................................................................... 10
2.9	Senior executive performance evaluation process .................................................................................. 10
3. Audit & Risk ....................................................................................................................... 11
3.1	Audit & Risk Committee ........................................................................................................................... 11
3.2	Risk Management Framework ................................................................................................................. 11
3.3	Internal audit ............................................................................................................................................ 11
3.4	Economic, environmental and social sustainability ................................................................................. 12
3.5	Chief Executive Officer and Chief Financial Officer declaration .............................................................. 12
3.6	Corporate Reporting ................................................................................................................................ 12
4. Governance policies .......................................................................................................... 13
4.1	Autosports Group Values ......................................................................................................................... 13
4.2	Disclosure Policy ..................................................................................................................................... 13
4.3	Privacy Policy and Data Breach Response Plan ..................................................................................... 13
4.4	Code of Conduct ...................................................................................................................................... 14
4.5	Anti-Bribery and Corruption ..................................................................................................................... 14
4.6	Whistleblower Policy ................................................................................................................................ 14
4.7	Modern Slavery ....................................................................................................................................... 14
4.8	Reporting Incidents ................................................................................................................................. 14
5. Communication with shareholders .................................................................................... 15

Page 2

Overview

The Board is committed to conducting the business of Autosports Group Limited ( Autosports Group, Group or Company ) in accordance with high standards of corporate governance and with a view to creating and delivering value for Autosports Group’s shareholders. To this end, the Board maintains a system of risk management processes and corporate governance policies and practices which are designed to support and promote the responsible management and conduct of Autosports Group.

This Corporate Governance Statement sets out the key features of Autosports Group’s governance framework and reports against the Corporate Governance Principles and Recommendations (4th edition) published by the ASX Corporate Governance Council ( ASX Principles and Recommendations ).

In accordance with the ASX Principles and Recommendations, Autosports Group’s policies and charters referred to in this statement are available on the corporate governance section of Autosports Group’s website: http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.

This Corporate Governance Statement is current as at 30 August 2021 and has been approved by the Board of Autosports Group.

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1. The Board and management

1.1 The role of the Board and management

The Board is responsible for overseeing the governance of Autosports Group. Its role is to:

• represent and serve the interests of shareholders by overseeing and appraising the Company’s strategies, policies and operational performance;

• protect and optimise Company performance and build sustainable value for shareholders in accordance with any duties and obligations imposed on the Board by law and the Company’s Constitution;

• set and monitor compliance with the Company’s governance framework;

• ensure shareholders and other stakeholders are kept informed of the Company’s performance and major developments;

• select, appoint and evaluate the performance of the Chief Executive Officer ( CEO );

• review the performance of the CEO, Company Secretary and Key Management Personnel ( KMP );

• oversee capital management including dividend and distribution payments; and

• consider Board succession planning and monitor Board performance.

• The Company maintains a Delegation of Authority Policy which:

• defines authorities delegated by the Board to the Audit and Risk Committee, the People and Remuneration Committee and to management, in order to make binding decisions on behalf of Autosports Group; and

• clarifies the powers that are reserved to the Board.

• The Board maintains a Board Charter which provides an overview of:

• the Board’s structure, composition and responsibilities, and

• the relationship and interaction between the Board, Board Committees and management.

The diagram below summarises Autosports Group’s governance framework.

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1.2 Director selection and succession planning

The Board seeks to ensure that it is comprised of directors with a broad range of skills, expertise, experience and backgrounds. The Board, with the assistance of the People and Remuneration Committee, regularly reviews its membership.

A brief overview of the process for the selection and appointment of directors is set out below.

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1.3 Agreements with Board and senior executives

Each Non-Executive Director has signed a letter of appointment in relation to their appointment to the Board. The Company has entered into employment agreements with Nick Pagent and Ian Pagent who are employed in an executive capacity. The Company also has written employment agreements with each of its senior executives.

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1.4 Director independence

The Board maintains guidelines set out in the Board Charter which are used to guide independence assessments. These guidelines are based on the definition of independence listed in the ASX Principles and Recommendations.

Director	Position	Appointed	Independent
Tom Pockett	Chairman and Independent	29 August 2016	Yes
	Non-Executive Director
Nick Pagent	Managing Director and Chief	29 August 2016	No.
	Executive Officer		Nick Pagent is employed in
			an executive capacity and is
			a substantial shareholder.
Ian Pagent	Executive Director	29 August 2016	No.
			Ian Pagent is employed in
			an executive capacity and is
			a substantial shareholder.
Robert Quant	Independent Non-Executive Director	29 August 2016	Yes
Marina Go	Independent Non-Executive Director	28 October 2016	Yes
James Evans	Independent Non-Executive Director	5 August 2021	Yes

1.5 Induction and professional development

Upon appointment, each Director receives a letter of appointment and is provided with the Company’s core corporate governance policies. Directors are also given opportunities to meet with senior executives and managers. Management briefs the Board on relevant industry, regulatory and legal developments at each Board meeting and is available for additional support where required. Directors are also able to attend ongoing professional development and training programs to enable them to develop and maintain their skills and knowledge.

1.6 Company secretary

The Company Secretary is accountable to the Board on all matters to do with the proper functioning of the Board. All Directors have direct access to the Company Secretary and vice versa. A decision to appoint or remove the Company Secretary requires Board approval.

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2. People & Remuneration

2.1 People and Remuneration Committee

The Board has established a People and Remuneration Committee. The table below sets out the composition and key responsibilities of the People and Remuneration Committee.

Composition Members Responsibilities	Composition Members Responsibilities	Composition Members Responsibilities
• Only Non-Executive	• Marina Go	The Committee’s key responsibilities include overseeing
Directors	(Chair)	Autosports Group’s:
• A majority of	• Tom Pockett	• remuneration framework;
independent Directors	• Robert Quant	• succession planning for the Board and
• An independent Chair
	• James Evans	key management personnel; and
• A minimum of 3		• people and culture strategies.
	(appointed 5 August
members	2021)

The Board maintains a People and Remuneration Committee Charter. A copy of the charter is available at http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.

The People and Remuneration Committee met seven times during the financial year. All members of the Committee attended each meeting.

2.2 Diversity

Diversity Policy

The Board understands that gender diversity is an essential component of the Company’s ability to attract, retain, motivate and develop the best talent, create an engaged workforce, deliver the highest quality service to its customers, and continue to grow the business profitably.

The Board has a Diversity Policy which sets out the Company’s commitment to gender diversity by:

• setting measurable objectives to achieve gender diversity;

• broadening the field of potential candidates for senior management and Board appointments;

• increasing the transparency of the Board appointment process; and

• embedding the extent to which the Board has achieved the objective of the Diversity Policy in the evaluation criteria for the annual Board performance evaluation.

The Policy specifically provides that each year the Board will set measurable objectives with a view to achieving gender diversity and the People and Remuneration Committee will assess annually both the objectives and the Company’s progress in achieving them.

FY2021 Measurable Objectives

The Group achieved each of the diversity measurable objectives for the FY2021 period to the extent set out below:

▪ Retain and continue to grow the number of women in target category roles (General Managers, Sales Consultants and Technical roles) subject to merit against role requirements:

	Target	Achieved
General Managers	13.3%	16.7%
Sales Consultants	20%	20.6%
Technician and Trades	3.7%	3.7%
Organisational Composition	25%	20%

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• Share gender diversity statistics in agreed target areas across the business monthly – commenced;

• Introduce Autosports Group sales trainee program – commenced;

• Build gender diversity KPIs into all leadership positions – plan to address in 2022 financial year;

• Work with industry counterparts and representative groups to push for a united approach to improve gender diversity in non-traditional roles – commenced;

• Train hiring managers on the effective use of company policies in relation to Flexible Working Hours, Working from Home Arrangements, Diversity and Parental Leave – completed;

• Ensure an annual review by the Board and diversity policy and gender diversity measurable objectives – completed.

Workplace Agenda Equality Agency (WGEA) Report

According to the Workplace Gender Equality Agency (WGEA) Report prepared for the financial year (for car retailing businesses, categorised as ANZSIC Code 3911 only), Autosports Group’s gender composition was 19.27% women. 24.2% of all new appointments in FY2021 were women. Information from the Company’s WGEA Report is available at https://data.wgea.gov.au/organisations/5799.

2.3 Board skills matrix

The People and Remuneration Committee developed a board skills matrix setting out the mix of skills, expertise, experience, and diversity that the Board currently has and to identify any potential gaps in the skills and experience of the Board.

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----- Start of picture text -----

Managing growth
Business/commercial acumen
Mergers and acquisitions
Franchising
HR/Remuneration/Talent Development
Strategy
Board of Directors experience
Corporate Governance
Senior Management Experience
Risk Management
Technology
Government/Public Policy/ Regulation
Marketing/Public relations
Industry experience
Finance
0% 20% 40% 60% 80% 100%
Percentage of directors
----- End of picture text -----

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2.4 Remuneration of non-executive directors

Autosports Group’s remuneration policy for non-executive directors aims to ensure that Autosports Group can attract and retain suitably qualified and experienced Directors having regard to:

• the level of fees paid to non-executive directors of other major Australian companies;

• the size and complexity of Autosports Group’s operations; and

• the responsibilities and work requirements of Board members.

Non-executive directors receive a fixed amount of fees for their services.

2.5 Remuneration of executive directors

The Board maintains a remuneration framework for the Company appropriate for the listed environment that aligns with the Company’s strategy. The Company’s remuneration framework for the executive team comprises the following three key components:

• fixed remuneration - comprising base salary, superannuation contributions and other benefits;

• short term incentive (STI) – an ‘at risk’ component of remuneration where, if individual and Group performance measures are met, senior executives are awarded performance rights which are deferred for one year and are subject to performance hurdles; and

• long term incentive (LTI) - an ‘at risk’ component of remuneration where senior executives are awarded performance rights which are subject to an earnings per share (EPS) performance condition and a service condition.

Further information about the Company’s remuneration framework is included in the Remuneration Report in the 2021 Financial Report.

In accordance with section 206J of the Corporations Act, the key management personnel are not permitted to enter into transactions designed to limit the economic risk of participating in the Group’s equity incentive scheme.

2.6 Remuneration of senior executives

In considering executive remuneration, the Board and the People and Remuneration Committee are guided by the following policy objectives:

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Ensure
remuneration
structures are
Ensure equitable
remuneration
structures are
aligned with the Attract and retain
long-term skilled executives
interests of ASG
and its
shareholders
Remuneration
Policy
Objectives Structure short
and long- term
Ensure any incentives that are
termination challenging and
benefits are in linked to the
accordance with creation of
policy sustainable
shareholder
Ensure
returns
remuneration
structures are
aligned to culture
and values
expectations
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These objectives ensure that the level and composition of remuneration is appropriate, and also that there is a clear link between pay and performance. The remuneration structure includes both cash and equity components to align the interests of senior executives with those of shareholders.

2.7 Minimum shareholding policy

The Group maintains a Minimum Shareholding Policy which is designed to align the interests of non-executive directors, executive directors and senior management with the interests of the Company’s shareholders. The policy requires the non-executive directors, executive directors and the executive team to build a minimum shareholding in the Company and maintain that shareholding during their tenure.

2.8 Board performance evaluation process

Under the Board Charter, the Directors undertake performance evaluations of the Board, its Committees and individual Directors. The Company has established the following performance evaluation processes for the Board, Committees and individual Directors:

• the Chairman undertakes a continuous review of the performance and contribution of individual Directors;

• on an annual basis, Directors provide feedback in relation to the performance of the Board, its Committees and individual Directors;

• all attendees of Committee and Board meetings (including senior executives) are required to review the performance of the Committee/Board and the performance of the Chair through a survey process; and

• the results of the surveys are presented to each Committee/Board with recommendations to improve Committee/Board process in subsequent years.

The Board conducted an evaluation of board performance in respect of the financial year in accordance with the process.

2.9 Senior executive performance evaluation process

The CEO’s key performance indicators ( KPIs ) are reviewed and set annually by the Board at the commencement of the financial year. The Board then carefully evaluates the CEO’s performance against those KPIs.

The performance of the senior executive team is done in a similar manner with a combination of financial and non-financial KPÍs recommended by the CEO and endorsed by the Board. At the end of each financial year, the CEO conducts performance reviews with each senior executive and measures performance against KPI’s and makes recommendations to the Board in relation to each executive’s performance accordingly.

A performance evaluation for all senior executives, including the CEO, took place during the financial year in accordance with this process.

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3. Audit & Risk

3.1 Audit & Risk Committee

The Board has established an Audit and Risk Committee. The table below sets out the composition and key responsibilities of the Audit and Risk Committee.

Composition Members Responsibilities	Composition Members Responsibilities	Composition Members Responsibilities
• Only non-executive	• Robert Quant	The Committee’s key responsibilities include overseeing
directors	(Chair)	Autosports Group’s:
• A majority of	• Marina Go	• financial reporting process;
independent directors	• Tom Pockett	• relationship with the external auditor and the external
• An independent Chair
	• James Evans	audit function generally;
who is not Chair of the		• relationship with the internal audit function (if any,
	(appointed 5 August
Board
	2021)	recognising that the internal audit function may be
• A minimum of 3
		provided by an internal or external provider);
members		• financial controls and systems;
		• processes for monitoring compliance with laws and
		regulations; and
		• processes for identifying and managing risk.

Non-Committee members, including members of management and the external auditor, may attend meetings of the Committee by invitation of the Committee Chair. The Committee has rights of access to management and auditors (external and internal) without management present, and rights to seek explanations and additional information from both management and auditors.

The qualifications and experience of each member of the Audit & Risk Committee are set out in the 2021 Financial Report. The Audit and Risk Committee met twelve times during the financial year, and all committee members were present at those meetings.

The Audit & Risk Committee maintains an Audit and Risk Charter, a copy of which is available at http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.

3.2 Risk Management Framework

Autosports Group recognises that risk management is an essential element in the framework of good corporate governance. The Group has a risk appetite statement setting the Group’s attitude towards risk taking in different areas of the business.

The risks relevant to the Group were recorded on a risk register with the corresponding internal control strategies to mitigate each risk. These controls will be implemented through a series of actionable tasks carried out periodically throughout the year.

Senior management and the Board regularly review the Group’s risk profile.

A review of the Group’s risk management framework was undertaken during the period.

3.3 Internal audit

The Group has an internal audit function that undertakes an audit process of key risks identified by the Audit & Risk Committee. The internal audit function works to a Board approved internal audit plan and presents its findings and recommendations to the Audit & Risk Committee at the conclusion of the audit. Management is required to respond to and develop a plan in response to the findings and recommendations proposed by internal audit. Management reports to the Audit & Risk Committee on its progress with each plan.

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3.4 Economic, environmental and social sustainability

The Group does not have any material exposure to environmental or social sustainability risks. The Group considered its climate change risks during the reporting period and identified carbon emissions regulations impacting its OEM suppliers, extreme weather conditions such as hail storms and the possibility of consumer preferences changing to clean vehicles as potential, but not material risks to the business.

The Group’s key risk areas and controls to mitigate the risks are set out below:

• COVID-19 – The Group continues to respond promptly to the impact of the COVID-19 pandemic including adjusting business operations during lockdown, ensuring compliance with COVID-Safe practices and managing the changes in supply.

• Macroeconomic Risks – As the products sold by ASG are discretionary for many customers, Autosports Group’s financial performance can be impacted by current and future economic conditions which it cannot control. Autosports Group stays abreast of these conditions and focuses on its internal controls to help manage this risk.

• OEM risk – The Group’s supportive and collaborative approach to its relationships with OEMs has cultivated the Group’s excellent reputation amongst OEMs.

• Work, Health and Safety (‘WHS’) – The Group has a zero-risk tolerance for serious safety incidents. During the financial year the Group continued to improve its WHS practices by using the existing safety culture across the business to continue to develop and train its workforce on WHS matters. The Group formed a National Safety Council to provide for a dedicated safety resource for the business and review the implications of emerging risks and provide input on safety policy, prepare reporting and review incident statistics.

• Reliance on key personnel – The Group engaged in activities during the year to develop the skills and experience of potential successors as part of its succession planning initiatives.

• Financier compliance risk – The Group will continue to ensure it adheres to the terms of financier floorplan terms, meets the requirements of financier floorplan audits as well as monitor interest rate fluctuations.

• Regulatory compliance – ASG is subject to a number of Australian laws and regulation such as consumer protection laws, consumer finance laws, laws relating to the sale of insurance products, importation laws, privacy laws and those relating to workplace health and safety. In addition, COVID19 has resulted in a surge of new laws and public health directives that impact the business of Autosports Group.

• Changes to market trends – The Group continues to monitor market trends to prepare itself for changes to consumer preferences and new technologies.

• Cybersecurity and IT Infrastructure – During the year the Group conducted a review of its cybersecurity resilience and is in the process of working with an external consultant to improve cybersecurity resilience.

3.5 Chief Executive Officer and Chief Financial Officer declaration

The CEO and CFO have provided a written certificate to the Board in respect of the half year and full year statutory accounts of the Company that:

• in their opinion, the financial records of the Company have been properly maintained and the statutory accounts comply with the relevant accounting standards and other mandatory reporting requirements, and give a true and fair view of the financial position and performance of the Company; and

• their opinion has been formed on the basis of a sound system of risk management and internal control which is operating effectively.

Since 30 June 2021, nothing has come to the attention of the CEO or CFO that would indicate any material change to any of the statements made above.

Whilst these statements are comprehensive in nature, they provide a reasonable but not absolute level of assurance about risk management, internal compliance and control systems.

3.6 Corporate Reporting

The Group’s annual directors’ reporting and annual or half year financial statements are subject to audit or review by the Company’s external auditor.

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4. Governance policies

4.1 Autosports Group Values

Autosports Group’s values are the guiding principles and norms that define the type of organisation we aspire to be. We expect the highest standards of conduct and behaviour from our people to fulfill our purpose and meet our objectives.

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VILLAGE • We look out for each other; physically, emotionally, financially
• We rely on each other for support
• We rely on everyone to do the right thing
CONTRIBUTION • We know and fulfill our role
• We value the work others do towards our goals
• We understand the value we provide to others
CONSIDERATE • We are respectful and courteous
• We are understanding and supportive
• We care for each other and we are great colleagues
HIGH • We set the highest standards and hold ourselves accountable to them
EXPECTATIONS • We aim to be the best and constantly challenge the status quo
• We recognise our customers have ever increasing expectations of us
DO WHAT YOU • We always rely on each other
SAY YOU WILL • We earn respect through consistent delivery
DO • We act with integrity and are not afraid of challenges
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4.2 Disclosure Policy

Autosports Group is committed to complying with its disclosure obligations under the Corporations Act and the ASX Listing Rules to keep the market fully informed of information which may have a material effect on the price or value of Autosports Group’s securities.

The Group maintains a Disclosure Policy which establishes procedures to ensure that the Company fulfils its obligations in relation to the timely disclosure of material price-sensitive information. A copy of the Disclosure Policy is available at http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.

Under the Disclosure Policy, the Company has established a Disclosure Committee consisting of the CEO, CFO and Company Secretary. All potentially material information must be reported to the Disclosure Committee, even if management is of the view that it is not ‘material’. The Disclosure Committee will determine whether information is material and requires disclosure.

Board approval and input will only be required in respect of matters that are clearly within the reserved powers of the Board (and responsibility for which has not been delegated to management) or matters that are otherwise of fundamental significance to the Company. The Company maintains a rapid response process to ensure the timely disclosure of price sensitive announcement that would ordinarily require board approval.

The Group’s investor presentations and other disclosures which include information not previously released are lodged with ASX prior to the commencement of the presentations. Management internally verifies periodic corporate reports that are not otherwise audited or reviewed by Deloitte prior to release to ASX.

4.3 Privacy Policy and Data Breach Response Plan

The Group maintains a Privacy Policy and has a Data Breach Response Plan in response to the Privacy Amendment (Notifiable Data Breaches) Act 2017(Cth).

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4.4 Code of Conduct

The Group is committed to a high level of integrity and ethical standards in all business practices. Employees must conduct themselves in a manner consistent with current community and Company standards and in compliance with all relevant legislation.

The Code of Conduct is designed to:

• provide a benchmark for professional behaviour throughout the Company;

• support the Company’s business reputation and corporate image within the community; and

• make Directors and employees aware of the consequences if they breach the Policy.

A copy of the Code of Conduct is available at http://investors.autosportsgroup.com.au/investors/?page=corporategovernance.

4.5 Anti-Bribery and Corruption

The Group maintains an Anti-Bribery and Corruption Policy within the Code of Conduct to establish controls to ensure compliance with all applicable anti-bribery and corruption regulations, and to ensure that business is conducted in a socially responsible manner. Employees, officers and non-executive directors must not engage in any bribes, facilitation payments, inducements or commissions (this includes any item intended to improperly obtain favourable treatment or avoid unfavourable circumstances).

4.6 Whistleblower Policy

The Group maintains a Whistleblower Policy and external whistleblowing service. The Group is committed to ensuring that there is no disadvantage or discrimination against any person for reporting unacceptable behaviour. Generally, and when specifically requested by an eligible whistleblower, the Group will ensure communications are dealt with confidentially and the whistleblower’s identity is protected. The purpose of this is to:

• uphold the commitment of the Group to a culture of corporate compliance and high ethical behaviour;

• encourage eligible whistleblowers including officers, employees and suppliers of Autosports Group and their relatives, dependants and spouses to raise concerns over any alleged improper conduct they encounter;

• provide the statutory protections available to eligible whistelblowers who report allegations or concerns; and

• provide a secure means by which allegations or concerns can be thoroughly investigated and acted on where necessary.

A copy of the Whistleblower Policy is available at: http://investors.autosportsgroup.com.au/investors/?page=corporate-governance.

4.7 Modern Slavery

Autosports Group implemented a plan to address the risk of modern slavery practices occurring in its supply chain. Autosports Group prepared a Modern Slavery Statement in respect of the 2021 financial year which is available at http://investors.autosportsgroup.com.au/investors/?page=corporategovernance.

4.8 Reporting Incidents

Management reports to the Board in relation to any material whistleblowing incidents, breaches of the Code of Conduct, Anti-Bribery and Corruption Policy and Notifiable Data Breaches.

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5. Communication with shareholders

The Company communicates information regularly to shareholders and other stakeholders through a range of forums and publications. One of the Company’s key communication tools is its website.

Autosports Group upholds Communication Standards which set out a commitment to:

• communicating openly and in a timely manner with its shareholders;

• keeping shareholders informed of all major developments affecting the state of affairs of the Company; and

• providing the market and other interested stakeholders with access to information about the Company from time to time.

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The Company communicates information regularly through a range of platforms and publications. The diagram above contains more detailed information regarding some of the key platforms and publications. A copy of Autosports Group’s Communication Standards is available at: http://investors.autosportsgroup.com.au/investors/?page=corporate-governance

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