BAPCOR LIMITED — Governance Information 2014

Apr 23, 2014

Burson Group Limited (ACN 153 199 912) Corporate Governance Statement

ASX Corporate Governance Council Principle Compliance by Burson Group Limited / Recommendation

Principle 1 – Lay solid foundations for management and oversight

Companies should establish and disclose the respective roles and responsibilities of board and management

ASX Corporate Governance Council Principle / Recommendation	ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
Principle 1 – Lay solid foundations for management and oversight Companies should establish and disclose the respective roles and responsibilities of board and management
	Recommendation 1.1 Companies should establish the functions reserved to the Board and those delegated to senior executives and disclose those functions	The Board has adopted a Board Charter which sets out the responsibilities of the Board including internal controls and a business risk management process. The responsibilities reserved for the Board include: • approving Burson’s strategies, budgets and business plans; • monitoring Burson’s operational and financial position; • considering the economic, occupational health and safety, environmental and social sustainability risks of Burson’s activities; • approving and overseeing capital expenditure and major projects; • ensuring that Burson acts legally on all matters and that the highest ethical standards are maintained; and • maintaining a relationship with the Australian Securities Exchange (ASX) and regulators. The Board will delegate to the Chief Executive Officer the authority and power to manage Burson and its businesses within levels of authority specified by the Board from time to time.
	Recommendation 1.2 Companies should disclose the process for evaluating the performance of senior executives	The Board Charter provides that the Board is responsible for assessing performance against strategies to monitor both the performance of senior management of the Burson group as well as the continuing suitability of strategies. Each year, the Nomination and Remuneration Committee shall review the performance of the Chief Executive Officer and any Executive Directors as may be appointed. The Nomination and Remuneration Committee will regularly carry out aformal reviewofthe performance ofthe

page | 1

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
	Board, its committees, senior management and each Non-Executive Director, using where necessary an external consultant, against appropriate measures.The review will assess;  the effectiveness of the Board and the contribution made by each director at meetings and in carrying out their responsibilities as directors generally, including preparing for meetings; and  the independence of each non-executive director, taking into account the director’s other interests, relationships and directorships. Each year, the Nomination and Remuneration Committee will review the performance of executive directors as may be appointed against guidelines approved by the Board. A statement detailing the mix of skills and diversity should be included in Burson’s annual report. (Below: in accordance with new Corporate Governance Principles) Board will identify candidates with appropriate skills, experience, expertise and diversity in order to discharge its mandate effectively. All directors (other than a managing director, if any) are subject to re-election by rotation at least every three years. Newly appointed directors must seek re-election at the first general meeting of shareholders following their appointment
Recommendation 1.3 Companies should provide the information indicated in the Guide to reporting on Principle 1	A copy of the Board Charter is available on Burson’s website; [http://www.burson.com.au/corporate- governance-g-215_227.html] Burson currently intends to disclose whether a performance evaluation for senior executives has taken place in the reporting period and whether it was in accordance with the process outlined in the Board Charter. If Burson proposes to depart from Recommendations 1.1, 1.2 or 1.3 in the future, it will disclose any departures in the relevant annual report.

page | 2

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
Principle 2 – Structure the board to add value Companies should have a board of an effective composition, size and commitment to adequately discharge its responsibilities and duties
Recommendation 2.1 A majority of the Board should be independent Directors	The Board is comprised of four Directors, the majority of which are considered by Burson to be independent. The three Directors whom the Board considers to be independent are Robert McEniry, Andrew Harrison and Therese Ryan.
Recommendation 2.2 The Chair should be an independent Director	The Chairman of the Board, Robert McEniry, is an independent Director.
Recommendation 2.3 The roles of Chair and Chief Executive Officer should not be exercised by the same individual	The role of Chair and Chief Executive Officer are exercised by different individuals, being Robert McEniry and Darryl Abotomey respectively.
Recommendation 2.4 The Board should establish a nomination committee	The Nomination and Remuneration Committee assists the Board of Burson in fulfilling its responsibilities for corporate governance and oversight of Burson’s nomination and remuneration policies and practices which enable it to attract and retain senior management of the Burson group and appropriately align their interests with those of key stakeholders.
Recommendation 2.5 Companies should disclose the process for evaluating the performance of the Board, its committees and individual Directors	The Nomination and Remuneration Committee will regularly carry out a formal review of the performance of the Board The Board approves guidelines/charters against which the Board, committees established by the Board and individual Directors are appraised. The outcomes of performance assessments, along with plans and objectives for the new financial year, are submitted to the Board for consideration. The view will assess:  the effectivness for the Board and committee members; and whether adequate time is being allocated to Burson’s matters, taking into account each director’s other commitments.Each year, a statement detailing the mix of skills and diversity which the Board is looking to achieve in membership to the Board should be included in Burson’s annual report.
Recommendation 2.6 Companies should provide the information indicated in the Guide to reporting on Principle 2	Burson has disclosed in the Prospectus the skills, experience, relevant expertise and period of office of each Director and has identified in the Prospectus the Directors that are considered to

page | 3

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
	be independent. The Board charter sets out the mix of skills and diversity which the Board is looking to achieve in membership and provides the that the Directors may seek advice from external consultants. The nomination functions of the Nomination and Remuneration Committee are set out in the Nomination and Remuneration Committee Charter which is available on the Burson website: [http://www.burson.com.au/corporate- governance-g-215_227.html]. The Board Charter sets out the Board’s policy for the appointment and re-election of Directors and the procedure for the selection and appointment of new Directors. If Burson proposes to depart from Recommendations 2.1, 2.2, 2.3, 2.4, 2.5 or 2.6 in the future, it will disclose any departures in the relevant annual report.
Principle 3 – Promote ethical and responsible decision making Companies should actively 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 necessary to take into account their legal obligations and the reasonable expectations of their stakeholders; the responsibility and accountability of individuals for reporting and investigating reports of unethical practices	Burson has established a Code of Conduct which provides an ethical and legal framework for all Directors, officers, employees, contractors and certain other individuals in the conduct of Burson’s business to safeguard the confidence of Burson’s stakeholders.Any employee who becomes aware of a possible breach of this code should report breach to their manager, Human Resources or a member of the Burson Disclosure Committee. Non-compliance with this code may result in disciplinary action including termination of employment.
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 and for the board to assess annually both the objectives and progress in achieving them	Burson has established a Diversity Policy which strives for a properly functioning workplace where discrimination, harassment and victimisation are not tolerated. This extends to, but is not limited to,covers gender, age, ethnicity, marital or family status, religious or cultural background, sexual orientation or preference, disability, mental impairment and other areas of potential difference. As outlined in the Diversity Policy, the Board conducts a periodic review, at least annually, of the effectiveness ofthe policy byreviewing

page | 4

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
	reports prepared by the human resources department on measured targets.
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	Burson intends to disclose its objectives prepared by the Board and its progress in achieving women in leadership objectives in its annual report.
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	Burson intends to disclose the respective proportions of men and women employees on the board, in senior executive positions and across the whole organisation (including how the entity has defined “senior executive” for these purposes) or the entity’s Gender Equality Indicators, as defined in the_Workplace Gender_ Equality Act 2012(Cth) in future annual reports.
Recommendation 3.5 Companies should provide the information indicated in the Guide to reporting on Principle 3	If Burson proposes to depart from Recommendations 3.1, 3.2, 3.3 and 3.4 in the future, it will disclose any departures in the relevant annual report. The Code of Conduct is available at http://www.burson.com.au/corporate-governance- g-215_227.html
Principle 4 – Safeguard integrity in financial reporting Companies should have a structure to independently verify and safeguard the integrity of their financial reporting
Recommendation 4.1 The Board should establish an audit committee	The Board has established an Audit and Risk Management Committee, which has its own charter.
Recommendation 4.2 The audit committee should be structured so that it: • consists only of Non-Executive Directors; • consists of a majority of independent Directors; • is chaired by an independent Chair, who is not Chair of the Board; • has at least three members	Currently, Andrew Harrison (independent Non- Executive Director), Robert McEniry (independent Non-Executive Director) and Therese Ryan (Non- Executive Director) are members of the Audit and Risk Committee. Andrew Harrison will act as Chair.
Recommendation 4.3 The audit committee should have a formal charter	A charter has been adopted for the Audit and Risk Management Committee.

page | 5

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
Recommendation 4.4 Companies should provide the information indicated in the Guide to reporting on Principle 4	Burson currently intends to report on the number of Audit & Risk Management Committee meetings held and the names and qualifications of Audit & Risk Committee members and their attendance at committee meetings in future annual reports. If Burson proposes to depart from Recommendations 4.1, 4.2, 4.3 and 4.4 in the future, it will disclose any departures in the relevant annual report. A copy of the Audit and Risk Committee charter is available at www.burson,com.au.
Principle 5 –Make timely and balanced disclosure Companies should promote timely and balanced disclosure of all material matters concerning the company
Recommendation 5.1 Companies should establish written policies designed to ensure compliance with ASX Listing Rule disclosure requirements and to ensure accountability at a senior executive level for that compliance and disclose those policies or a summary of those policies.	Burson has established a Disclosure Policy in which Burson must immediately notify the Australian Securities Exchange of materially price sensitive information (unless an exception applies) The Disclosure Policy supports Burson’s commitment to the continuous disclosure obligation imposed by law and effective communication to the market.
Recommendation 5.2 Companies should provide the information indicated in the Guide to reporting on Principle 5	A copy of the Disclosure Policy and is available at http://www.burson.com.au/corporate-governance- g-215_227.html If Burson proposes to depart from Recommendations 5.1 and 5.2 in the future, it will disclose any departures in the relevant annual report.
Principle 6 – Respect the rights of shareholders Companies should respect the rights of shareholders and facilitate the effective exercise of those rights
Recommendation 6.1 Companies should design a communications policy for promoting effective communication with shareholders and encouraging their participation at general meetings and disclose their policy or a summary of that policy	Burson has established a Shareholder Communication Policy. The Shareholder Communication Policy is designed to promote effective communication with shareholders and other stakeholders and to encourage and facilitate participation at Burson’s general meetings and dealing promptly with the enquiries of shareholders and other stakeholders. Burson recognises that shareholders and other

page | 6

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
	stakeholders are entitled to be informed in a timely and readily accessible manner of all major developments affecting Burson.
Recommendation 6.2 Companies should provide the information indicated in the Guide to reporting on Principle 6	A copy of the Shareholder Communication Policy is available at http://www.burson.com.au/corporate-governance- g-215_227.html If Burson proposes to depart from Recommendations 6.1 and 6.2 in the future, it will disclose any departures in the relevant annual report.
Principle 7 - Recognise and manage risk Companies should establish a sound system of risk oversight and management of internal control
Recommendation 7.1 Companies should establish policies for the oversight and management of material business risks and disclose a summary of those policies	The Audit and Risk Committee Charter includes policies to address the management of risk, including the process of identification and assessment of any material financial and non- financial risks (including enterprise risks and risks in relation to occupational health and safety) that may impact the business.
Recommendation 7.2 The board should require management to design and implement the risk management and internal control system to manage the company's material business risks and report to it on whether those risks are being managed effectively. The board should disclose that management has reported to it as to the effectiveness of the company's management of its material business risks	Burson management are responsible for establishing a risk management framework, including identifying major or potentially major risk areas and developing Burson’s policies and procedures, which are designed effectively to identify, treat, monitor, report and manage key enterprise risks. The Audit and Risk Management Committee is responsible for annually reviewing and monitoring the following:  Burson’s risk management framework to provide assurance that major business risks are identified, consistently assessed and appropriately addressed;  reviewing reports from management concerning compliance with key laws, regulations, licences and standards which Burson is required to satisfy to operate;  overseeing tax compliance and tax risk management.
Recommendation 7.3 The board should disclose whether it has	The Board will seek assurances from the Chief Executive Officer and Chief Financial Officer that the declarations thatwillbe provided under

page | 7

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
received assurance from the chief executive officer (or equivalent) and the chief financial officer (or equivalent) that the declaration provided in accordance with section 295A of the Corporations Act is founded on a sound system of risk management and internal control and that the system is operating effectively in all material respects in relation to financial reporting risks	section 295A of the Corporations Act are founded on a sound system of risk management and internal control and that the system is operating in all material respects in relation to financial reporting risks. The Board will seek these assurances prior to approving all interim and full year results.
Recommendation 7.4 Companies should provide the information indicated in the Guide to reporting on Principle 7	If Burson proposes to depart from Recommendations 7.1, 7.2, 7.3 and 7.4 in the future, it will disclose any departures in the relevant annual report. As set out above, a copy of the Audit and Risk Management Committee Charter is available on the Burson website: http://www.burson.com.au/corporate-governance- g-215_227.html
Principle 8 – Remunerate fairly and responsibly Companies should ensure that the level and composition of remuneration is sufficient and reasonable and that its relationship to performance is clear
Recommendation 8.1 The Board should establish a remuneration committee	The Nomination and Remuneration Committee assists the Board of Burson in fulfilling its responsibilities for corporate governance and oversight of Burson’s nomination and remuneration policies and practices which enable it to attract and retain senior management of the Burson group and appropriately align their interests with those of key stakeholders.
Recommendation 8.2 That remuneration committee should be structured so that it: • consists of a majority of independent Directors; • is chaired by an independent Chair; • has at least three members	Currently, Andrew Harrison (independent Non- Executive Director), Robert McEniry (independent Non-Executive Director) and Therese Ryan (Non- Executive Director) are members of the Audit and Risk Committee. Andrew Harrison will act as Chair.
Recommendation 8.3 Companies should clearly distinguish the structure of Non-Executive Directors’ remuneration from that of executive Directors and senior executives	Burson distinguishes the remuneration of executive Directors and senior executives from that of Non-Executive Directors by offering the CEO and certain other senior executives a mix of fixed and incentive remuneration in certain circumstances (eg under the short term incentive plan and long term incentive plan). Remuneration of Non-Executive Directors is fixed, however, Non-Executive Directors may be paid such additionalorspecial remuneration forspecial

page | 8

31661120_2

ASX Corporate Governance Council Principle / Recommendation	Compliance by Burson Group Limited
	exertions and additional services performed by a Director as determined appropriate by the Board, which must be approved by Shareholders if it were to change the fixed annual aggregate sum.
Recommendation 8.4 Companies should provide the information indicated in the Guide to reporting on Principle 8	Burson does not currently have in place any schemes for retirement benefits, other than superannuation, for non-executive Directors. If Burson proposes to depart from Recommendations 8.1, 8.2, 8.3 and 8.4 in the future, it will disclose any departures in the relevant annual report.

page | 9

31661120_2