Carsales com : FY23 Corporate Governance Statement

Corporate Governance Statement

2023

Introduction

The Board of carsales.com Ltd (the Company) is responsible for the governance of the Company and its controlled entities (the Group).

The Board is committed to achieving and demonstrating the highest standards of corporate governance and transparency, and ensuring that good corporate governance is a fundamental part of the culture and business practice of the Group.

The Board continually reviews the governance framework and practices of the Group to ensure that they meet the interests of all stakeholders.

A description of the Company's main corporate governance practices are set out in this report. All of these practices, unless otherwise stated, were in place for the entire year and comply with the ASX Corporate Governance Principles and Recommendations (Fourth Edition).

All Charters and Policies referred to in this Corporate Governance Statement are available on the Company's shareholder website at https://shareholder.carsales.com.au/charters/.

The Company's 2023 Annual Report is available on the Company's shareholder website at https://shareholder.carsales.com.au/financial/accounts-and-reports/.

Our Corporate Governance Structure

The Board of Directors

(Corporate Governance Principles and Recommendations 1.1, 1.4, 2.3, 2.4, 2.5)

Board Composition

Name

Role

Classification

Date appointed

Length of service

Mr Cameron McIntyre

Managing Director

Non-

17

March 2017

6 years

and CEO

independent

Mr Pat O'Sullivan

Non-Executive

Independent

29

June 2007,

16 years

Chairperson

appointed to

Chair 4 January

2019

Mr Wal Pisciotta OAM

Non-Executive

Non-

25

June 1996

27 years

Director

independent

Ms Kim Anderson

Non-Executive

Independent

16

June 2010

13 years

Director

Ms Edwina Gilbert

Non-Executive

Independent

27

April 2016

7 years

Director

Mr Kee Wong

Non-Executive

Independent

9 July 2018

5 years

Director

Mr David Wiadrowski

Non-Executive

Independent

23

May 2019

4 years

Director

Ms Susan Massasso

Non-Executive

Independent

14

June 2023

0 years

Director

Details of the number of times the Board met during the reporting period and the attendances of members at those meetings are contained in Appendix 1 to this Corporate Governance Statement.

Board biographies are available in the 2023 Annual Report, which is available on the Company's shareholder website.

The Company's constitution includes provisions for the number of directors, casual vacancies and additional directors, appointment and removal of directors by General Meeting and retirement of directors. The Company's constitution specifically provides that the Company is to have not less than three, nor more than twelve directors.

Board Responsibilities

The Board adopted a formal charter in July 2012 (updated in June 2023) which details, among other matters:

• the Board's responsibilities;
• matters specifically reserved for the Board; and
• delegation of certain responsibilities to management.

Relationship between directors and management

Subject to the Company's constitution and matters specifically reserved for the directors, the directors delegate responsibility for day-to-day management of the Company to the Managing Director. The non-executive directors do not participate in the day-to-day affairs or management of the Company.

Role of the Chair

The role of the Chair is set out in the Board Charter and includes being responsible for managing the Board effectively, providing leadership to the Board and being the interface with the Managing Director.

The Chair has the authority to act and speak for the Board and liaise with the Company's stakeholders between meetings, subject to any agreed consultation processes.

The performance of the Chair is assessed by the Board annually.

Role of the Managing Director

The Managing Director has responsibility for the day-to-day management of the Company, providing leadership and managing and overseeing the interfaces between the Company and the public and acts as the principal representative for the Company and the Group.

Role of the Company Secretary

The Company Secretary is directly accountable to the Board and reports to the Chair in respect of all matters of Board operation. All directors are able to communicate directly with the Company Secretary and vice versa.

The role of the Company Secretary includes:

• monitoring that Board policy and procedures are being followed;
• coordination of Board business, including agendas, papers and accurately capturing the business of the Board and committees in minutes;
• facilitating the induction of new directors; and
• attending to governance and regulatory matters.

Board Independence

A majority of the Company's directors are independent, and the Chair of the Board is independent. All directors, whether independent or not, are required to act in the best interests of the Company and to exercise unfettered and independent judgment.

The independence of each of the non-executive directors is reviewed by the Board, at least annually. In assessing the independence of directors, the Board has regard to the provisions of the ASX Corporate Governance Council, 'Corporate Governance Principles and Recommendations' (Fourth edition).

The Company defines an independent director as a non-executive director (i.e. not a member of management) who is free of any business or other relationship that could materially interfere with or could reasonably be perceived to materially interfere with the exercise of his or her unfettered and independent judgment and ability to act in the best interests of the Company.

When assessing the independent status of a director, the Board will consider whether the director:

• is a substantial shareholder of the Company or an officer of, or otherwise associated directly with, a substantial shareholder of the Company;
• is employed, or has previously been employed in an executive capacity by the Company or a member of the Group, and there has not been a period of at least three years between ceasing such employment and serving on the Board;
• has within the last three years been a principal of a material professional adviser or a material consultant to the Company or a member of the Group, or an employee materially associated with the service provided;
• is a material supplier or customer of the Company or a member of the Group, or an officer of or otherwise associated directly or indirectly with a material supplier or customer;