HOW WE GOVERN SUSTAINABLY
Strong governance is key to ensuring effective implementation of our Sustainability Strategy. In 2021, we established an ESG Subcommittee of the Board, responsible for:
- considering our strategies, policies and goals, as they relate to sustainability; and
- making recommendations to the Board about any changes required to our purpose, values or strategy, in connection with sustainability initiatives.
The ESG Board Sub-committee meets at least three times a year and is comprised of four non-executive directors – the Chair Ian Watt AC, and committee members Gavin Bell, Carolyn Colley and Anne McDonald. For more information on the nomination and selection criteria for Board members, please refer to our 2022 Corporate Governance Statement available in the Corporate Governance section of [our website.](https://ir.smartgroup.com.au/Investors/?page=Corporate-Governance)
Three other Board Sub-committees also hold responsibility for decision-making and overseeing the management of our impacts on the economy, environment and people. These are the Human Resources and Remuneration Sub-committee, Audit and Risk Sub-committee and the IT and Innovation Sub-committee. For a full description of our governance structure and composition of the Board, please refer to the Director's Report on page 40 of our Annual Report.
Smartgroup Sustainability Governance Model
Human Resources and Remuneration Sub-committee
To ensure objectivity in all our assessments, Directors and Executives must disclose any conflicts of interest related to suppliers or other key stakeholders. The Company Secretary is responsible for maintaining a list of all Directors' other roles and interests, and ensuring any conflicts are disclosed to shareholders. More information on how conflicts of interest are identified and mitigated can be found in our Corporate Governance Statement available on [our website.](https://ir.smartgroup.com.au/Investors/?page=Corporate-Governance)
The ESG Sub-committee is responsible for reviewing our Sustainability Report, and the Board is responsible for approving its release. The report is subject to a verification process, with all material statements and all numbers checked for accuracy. This sub-committee also conducts an annual review to determine the effectiveness of its work. This includes an assessment against the ESG Charter to ensure the sub-committee is meeting the objectives and goals set out in it. For details on the remuneration of the Board, please refer to our Remuneration Report on page 44 of our Annual Report.
Audit and Risk IT and Innovation ESG Sub-committee Sub-committee Sub-committee
The ESG Sub-committee has delegated responsibility for managing sustainability at an operational level to the Chief People Officer and the Chief Legal and Sustainability Officer, working closely with the Chief Executive Officer. However, all our Executives share responsibility for sustainability performance and have various KPIs connected to initiatives in the Sustainability Strategy. [...] Gifts, Entertainment and Political Donations Policy
- We have clear requirements in relation to offering, providing and accepting gifts and entertainment to and from third parties. Requesting gifts and entertainment from a third party is not permitted.
Smartgroup Anti-Bribery and Corruption Policy
- No-one can accept money or any other benefit which could be interpreted as an inducement, secret commission, facilitation payment or bribe.
- All dealings with politicians and government officials at federal, state and local level that relate to Smartgroup and our business activities must be conducted at arm's length and with the utmost professionalism, to avoid any perception of attempts to gain advantage or to improperly influence the outcome of an official decision.
- Our team members must not make any donation or other financial contribution to any political party, elected parliamentarians, candidate for an election or sponsor any organisations (other than in a purely personal capacity) without seeking and obtaining prior approval.
OUR COMMITMENTS
- We are committed to reporting on our progress and sustainability performance annually through our Sustainability Report.
- We are aiming to increase our internal and external communication on our Sustainability Strategy and transparently share information on our website.
- We are committed to conducting our business ethically and with integrity.
OUR APPROACH
Having set targets under our new Sustainability Strategy, we will measure our performance and report our results in our annual Sustainability Report. We are also establishing internal working groups and action plans to support each focus area within our strategy. That includes reporting our progress to the ESG Board Sub-committee at regular intervals.