Ethics. Trust. Accountability.

Operating Business Ethically and With Integrity

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize long-term stockholder value in a manner consistent with legal requirements and the highest standards of integrity and morality. The Board has adopted and adheres to corporate governance practices that promote this purpose, represent best practices, and are sound. We continually review these governance practices, Delaware law (the state in which we are incorporated), the rules and listing standards of the New York Stock Exchange (“NYSE”), and the rules and regulations adopted by the U.S. Securities & Exchange Commission, as well as best practices suggested by recognized governance authorities and feedback from and engagement with our stockholders and other stakeholders.

Our business is managed under the oversight of a Board of Directors comprised of a majority of independent directors with broad expertise and diverse qualifications who all share their dedication to the values described herein. Our Board of Directors, on its own and through its Governance & Nominating Committee, periodically evaluates the composition and experience of its directors in light of the strategic and operating requirements of the Company and the long-term interests of its stockholders. In evaluating prospective director candidates, our Board considers the background, skills, experience, diversity and independence of its directors and prospective directors. Our Board, which comprises 9 directors, one-third of whom are women, is committed to ongoing refreshment while achieving greater gender diversity on our Board.

We operate under a framework that ensures appropriate oversight at all levels throughout the company and we manage our business with high standards. We have adopted policies designed to ensure that we manage our business in this manner, including our Corporate Governance Guidelines and our Code of Business Conduct and Ethics for Directors, Officers and Employees. We regularly review our corporate governance guidelines to ensure compliance with applicable laws, NYSE listing standards, and best governance practices. We also conduct an annual online certification to ensure that our key team members are well-versed in our code of business conduct and ethics and to afford them an opportunity to report any violations or concerns. We also maintain an employee hotline through which employees can report concerns anonymously at any time, and we address those concerns timely and appropriately. The hotline has broad awareness among our employee population and has a history of being used for constructive purposes.

We strive to maintain an open and transparent culture where our team members feel valued and respected. We believe in regular communications with our team members and we provide opportunities for our team members to share their feedback openly with us by holding annual “townhall-style” meetings at our stores and corporate office, which we refer to as our Dealership Support Center. We also conduct online employee surveys to solicit feedback from our team members in order to understand and address any concerns or feedback.

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