CORPORATE GOVERNANCE  THE COMPANY'S APPROACH TO ESTABLISHING AN EFFECTIVE  SYSTEM OF CORPORATE GOVERNANCE EXPLAINED Super Cheap Auto Group Limited (“the Company”)  and the Board are committed to achieving and demonstrating high standards of corporate  governance. The Directors of Super Cheap Auto  Group Limited are accountable to shareholders  for the proper management of the business and affairs of the Company. A description of the Company’s main corporate  governance practices is set out below. All these  practices were established in the three months  following the Company’s incorporation. The Board of Directors, working with senior  management, is responsible to shareholders for the overall management of the Company’s  business and affairs. The Directors’ overriding  objective is to increase shareholder value within  an appropriate framework which protects the  rights and interests of company shareholders and ensures the Company and its controlled  entities are properly managed.  The Board delegates responsibility for day-to-day management of the Company to the  Managing Director. The constitution of the Company provides that the number of Directors is to be not less than three nor more than eight. The Board is currently comprised of five Directors, four of  whom (including the Chairman) hold their  positions in a non-executive capacity. The Board of Directors Composition of the Board  Responsibilities Directors’ Independence  The responsibilities of the Board include: As stated there are five Directors, three of whom are Independent Non-Executive Directors  (including the Chairman). The predominance of Independent Non-Executive Directors clearly  separates the Board from the Company’s  executive management and enshrines board  independence. The structure also provides the  Company with the benefit of a diverse range of experience, qualifications and professional skills. The Board has adopted the independence  definition suggested by the ASX Corporate  Governance Council and as such three of Super  Cheap Auto’s Directors (namely Mr Dick McIlwain,  Dr Darryl McDonough and Mr Robert Wright) are considered to be independent by reference to that definition.  The Board operates in accordance with the broad principles set out in its charter which is available from the Corporate Governance  information section of the Company website at www.supercheapauto.com. The composition of the Board is reviewed  annually by the Board Nomination and  Remuneration Committee to ensure that it has available an appropriate mix of skills and experience to ensure the interests of  shareholders are served. The Board (and each individual Director) is entitled to seek independent professional  advice consistent with Corporate Governance  Practices at the Company’s expense (subject to the reasonableness of the costs and Board consent) in the conduct of its duties for the Company. Details of the members of the Board, their  experience, expertise, qualifications and  independent status are profiled in the Board of Directors section on page 19. There are four Non-Executive Directors, three of whom are independent, and one Executive Director at the date of signing the Directors’ Report. The Board shall undertake an annual  performance, evaluation of itself that compares  the performance of the Board with the requirements  of the Board Charter, sets the goals and objectives  of the Board for the upcoming year and effects  any improvements to the Board Charter that are necessary or desirable. This evaluation is conducted by the Board and includes consideration of the annual  assessment of the effectiveness of the Board as  conducted by the Board Nomination and  Remuneration Committee. Performance Assessment Independent Professional Advice  • approving the Company’s goals and   strategic direction; • monitoring financial performance, including  adopting annual budgets and approving Super Cheap Auto’s financial statements; • ensuring that adequate systems of internal  control exist and are appropriately monitored  for compliance; • selecting the Managing Director and review the performance of senior management; and  • ensuring significant business risks are  identified and appropriately managed. PAGE35