Accolade Wines Limited 30 June 2022 S172 statement

 

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 considered when making decisions. The Directors recognise that employees are fundamental to the long-term success of the business. Their health, safety and wellbeing are one of the Group’s primary considerations. The 2022 Global Pulse Employee Engagement Survey showed an overall engagement score of 81%, an increase of 3% from the prior year.

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 at The Park. The Group has developed a comprehensive long-term Environmental Social Governance (ESG) strategy that will outline key CSR initiatives for the business, taking into consideration the priorities of our people, our partners, the industry and the communities in which we live and work.

 

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 and also a patron of the Wine & Spirit Education Trust. Accolade Wines also funds the Alcohol In Moderation’s (AIM) educational programme. We partner through campaigns to extend and amplify key messages of moderation and appreciation in our core markets in line with the Chief Medical Officer’s drinking guidelines or similar in the appropriate jurisdiction. Accolade also supports campaigns such as ‘Stay tasteful while tasting’ to encourage moderation at our cellar doors or at key events. The total amount spent on these campaigns in financial year 2022 was $AUD 523,000.

 

Principal decisions made during the year and impact

Principal decisions made during the year included the divestment of the Australian wineries and vineyards, introduction of a new business plan for US operations and restructure of Asia operations.

 

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 significant concerns identified around the impact of COVID-19 on the business.

 

US domestic business

Accolade Wines has also relaunched its US domestic business with a direct route-to-market model which will premiumise the portfolio and introduce new products to the market. With Accolade Wines working as our own importer, we expect the new approach will increase proximity to customers and retailers across the marketplace, increase rate of sale as well as profitability, and ultimately offer more competitive pricing for consumers and wine drinkers alike.

 

Amphora Group Limited 30 June 2021 S172 statement

 

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. The Group is developing a comprehensive long-term Environmental Social Governance (ESG) strategy that will outline key CSR initiatives for the business, taking into consideration the priorities of our people, our partners, the industry and the communities in which we live and work.

 

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, premiumisation of the Group’s portfolio via business acquisitions, introduction of a new business plan for US operations 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 significant concerns identified around the impact of COVID-19 on the business.

 

Business acquisitions

During the current financial year, agreements were signed for the acquisition of assets of two Australian wineries, Katnook Estate and Rolf Binder Wines. Further, the Group also acquired the Number One Perry brand in the UK, Lambrini.

 

US domestic business

During the first quarter of financial year 2021, the Group completed the sale of its domestic US brands and inventory to Quintessential, a family owned-and-operated import, marketing and sales company headquartered in Napa, California. Accolade Wines also entered into a partnership with Quintessential for the sale of its other flagship brands in the Americas.

The Group announced its intention to return to the US domestic business market in the second half of financial year 2021. The focus will be on the sale of Australian, New Zealand and UK brands into the US market.

Divestment of Australia wineries and vineyards

Management is committed to a plan to sell two of its Australian wineries and vineyards. The Woodside sale completed on 8 October 2021 and the Krondorf site is expected to complete during financial year 2022 and are held for sale at 30 June 2021.

Post balance date, the Group signed an agreement to sell the Padthaway vineyard, with the transaction completing on 27 September 2021.