S172 statements for Amphora Group Ltd and Accolade Wines Ltd

Accolade Wines Limited

30 June 2020

S172 statement

 

Directors’ Duties – Companies Act requirements

The Directors consider that they have adhered to the requirements of the Companies Act 2006 (the ‘Act’), and

have acted in the way they consider, in good faith, would be most likely to promote the success of the Company

for the benefit of its stakeholders as a whole, and in doing so have had regard to and recognised the importance

of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its decision-making.

 

General

The Directors fulfil their duties partly through a governance framework that enables the Directors to make

strategic decisions with material and long term implications, as well as allowing the Directors to delegate

day-to-day decision making to senior management of the Company.

 

Long term decisions

The Directors design their strategic plans for the Company with the aim of having a long-term beneficial impact

on the Company and its stakeholders, and contributing towards its success in growing awareness of our brands

and enjoyment of our products.

Regular Directors meetings are held in which material decisions are made by the Directors based on well

prepared briefing papers, assessment of impact by all relevant stakeholders, the Company’s high standards of

business conduct, the environment and the wider community, supported by comprehensive financial information

including budgets, forecast, actual results and analyses.

Strategic decisions are delegated to senior management who design action plans to execute the decisions. The

Directors recognise that such delegation needs to be part of a robust governance structure. This involves

frequent reviews by the Directors of progress of action plans and implementation of Directors’ decisions.

 

Company employees

The Directors ensure that the Company continues to be a responsible employer, communicates and engages with

the employees regularly in a variety of ways, and that the voice of the workforce is heard and taken into account

when making decisions. The Directors recognise that employees are fundamental to the long-term success of the

business. Their health, safety and well-being is one of the Company’s primary considerations.

The Directors lead a culture that promotes trust, collaboration and integrity. They build diverse and inclusive

teams, develop and empower people to create our leaders for the future.

 

Business relationships

Under the strategic plans developed by the Directors, the business partners with its customers to ensure

appropriate portfolio of wine products are supplied to the right markets and customers. It also works closely

with its suppliers to improve quality of the wine and efficiency of the supply chain. The Company’s focus is to

become partner of choice for our key business partners with engagement, insight and innovation.

 

Community and environment

The Company has a long-term obligation to managing our business in an environmentally responsible manner at

all levels, from our production facilities through to our distribution networks. The Directors are also highly

aware of the environmental risks to our industry generated by climate change, resourcing challenges and

security of supply.

The Directors are committed to create positive change to the community and environment around the business.

The Company has been pushing for sustainability, reduction of greenhouse gas emissions, and the

manufacturing site has implemented measures to use green energy and achieve carbon neutrality.

 

Business conduct

The Company strives for high standards in all its business conduct. It is committed to encouraging the

responsible consumption of alcohol.

We support Drinkaware, as well as the national ‘Why Let Good Times Go Bad?’ smarter drinking campaign.

We also fund the Alcohol In Moderation’s (AIM) educational programme.

 

Response to COVID-19

With COVID-19 impacting the community, the Directors continue to uphold its policy that the Company’s

number one priority remains the health and safety of its employees, partners, suppliers and customers, and takes

into account these stakeholders’ interests in making their decisions on relevant measures.

With significant uncertainty created by the COVID-19 pandemic, the Directors oversaw the Company’s

response with the aim of ensuring we emerged from the crisis well positioned for long-term success, whilst

supporting our employees and their safety and continuing to work with our suppliers and deliver for our

customers.

Employee health, safety and well-being have been the Company’s top priority. Due consideration was given to

ensure well thought-out procedures are implemented for employees who are required to be on-site. For those

able to work from home, the Directors considered the infrastructure to support this and working efficiency.

Regular updates of policy and best practice have been sent, and access to well-being support has also been

encouraged and recommended to the workforce to help deal with anxiety in this uncertain situation.

With regard to customers and suppliers, the Directors considered continuity plans and the Company’s ability to

continue delivering for the customers in the event of a significant proportion of the workforce being unable to

work due to sickness. The Directors also considered near-term demand and how customers’ priorities might

change over a longer period of time.

The Directors have also kept the investors and the lenders up to date with their plans for dealing with

COVID-19 disruptions. Scenario analyses have been performed with no concerns around the impact of

COVID-19 on the business in an optimistic, conservative and pessimistic scenario

 

Amphora Group Limited

S172 statement

Financial Year 1 July 2019 to 30 June 2020

 

Directors’ Duties – Companies Act requirements

The Board of Directors consider that they have adhered to the requirements of the Companies Act 2006 (the

‘Act’), and have acted in the way they consider, in good faith, would be most likely to promote the success of

the Group for the benefit of its stakeholders as a whole, and in doing so have had regard to and recognised the

importance of considering all stakeholders and other matters (as set out in s.172(1)(a-f) of the Act) in its

decision-making.

 

General

The Board of Directors (Board) fulfil their duties partly through a governance framework that enables the Board

to make strategic decisions with material and long term implications, as well as allowing the Directors to

delegate day-to-day decision making to senior management of the Group.

 

Long term decisions

The Directors design their strategic plans for the Group with the aim of having a long-term beneficial impact on

the Group and its stakeholders, and contributing towards its success in growing awareness of our brands and

enjoyment of our products.

Regular Board meetings are held in which material decisions are made by the Directors based on well prepared

briefing papers, assessment of impact by all relevant stakeholders, the Group’s high standards of business

conduct, the environment and the wider community, supported by comprehensive financial information

including budgets, forecast, actual results and analyses.

Strategic decisions are delegated to senior management who design action plans to execute the decisions. The

Board recognises that such delegation needs to be part of a robust governance structure. This involves frequent

reviews by the Board of progress of action plans and implementation of Board decisions.

 

Group employees

The Directors ensure that the Group continues to be a responsible employer, communicates and engages with

the employees regularly in a variety of ways, and that the voice of the workforce is heard and taken into account

when making decisions. The Directors recognise that employees are fundamental to the long-term success of the

business. Their health, safety and wellbeing is one of the Group’s primary considerations.

The Board leads a culture that promotes trust, collaboration and integrity. They build diverse and inclusive

teams, develop and empower people to create our leaders for the future.

 

Business relationships

Under the strategic plans developed by the Board, the business partners with its customers to ensure appropriate

portfolio of wine products are supplied to the right markets and customers. It also works closely with its

suppliers to improve quality of the wine and efficiency of the supply chain. The Group’s focus is to become

partner of choice for our key business partners with engagement, insight and innovation.

 

Community and environment

The Group has a long-term obligation to managing our business in an environmentally responsible manner at all

levels, from our vineyards through to our production facilities and distribution networks. The Directors are also

highly aware of the environmental risks to our industry generated by climate change, resourcing challenges and

security of supply.

The Directors are committed to create positive change to the community and environment around the business.

The Group has been pushing for sustainability, reduction of greenhouse gas emissions, and the sites have

implemented measures to use green energy and achieve carbon neutrality.

 

Business conduct

The Group strives for high standards in all its business conduct. It is committed to encouraging the responsible

consumption of alcohol.

In Australia we are active supporters of Drink Wise Australia. In the UK we support Drinkaware, as well as the

national ‘Why Let Good Times Go Bad?’ smarter drinking campaign. Accolade Wines also funds the Alcohol In

Moderation’s (AIM) educational programme.

 

Principal decisions made during the year and impact

Principal decisions made during the year included the strategy to deal with COVID-19, closure of the US

domestic business and the divestment of the Australian wineries and vineyards.

 

Response to COVID-19

With COVID-19 impacting the community, the Board continues to uphold its policy that the Group’s number

one priority remains the health and safety of its employees, partners, suppliers and customers, and takes into

account these stakeholders’ interests in making their decisions on relevant measures.

With significant uncertainty created by the COVID-19 pandemic, the Board oversaw the Group’s response with

the aim of ensuring we emerged from the crisis well positioned for long-term success, whilst supporting our

employees and their safety and continuing to work with our suppliers and deliver for our customers.

Employee health, safety and wellbeing have been the Group’s top priority. Due consideration was given to

ensure well thought-out procedures are implemented for employees who are required to be on-site. For those

able to work from home, the Board considered the infrastructure to support this and working efficiency. Regular

updates of policy and best practice have been sent, and access to wellbeing support has also been encouraged

and recommended to the workforce to help deal with anxiety in this uncertain situation.

With regard to customers and suppliers, the Board considered continuity plans and the Group’s ability to

continue delivering for the customers in the event of a significant proportion of the workforce being unable to

work due to sickness. The Board also considered near-term demand and how customers’ priorities might change

over a longer period of time.

The Directors have also kept the investors and the lenders up to date with their plans for dealing with

COVID-19 disruptions. Scenario analyses have been performed with no concerns around the impact of

COVID-19 on the business in an optimistic, conservative and pessimistic scenario.

 

US domestic business

On 1 November 2019, the Group announced its intention to close the US domestic business and initiate an

active plan to locate a buyer for its domestic US brands and inventory. Completion of the sale is expected to

occur in H2 FY21.

 

Divestment of Australia wineries and vineyards

During the financial year an agreement was signed for the sale of three Australian wineries which were

classified as assets held for sale at 30 June 2019.