Sonic Automotive

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        Governance

        Code of Business Conduct and Ethics

        At the core of Sonic Automotive is our Code of Business Conduct and Ethics. We operate with the highest degree of integrity and honesty, and require that all teammates adhere to these policies company-wide. The Code of Business Conduct and Ethics serves as a guide, highlighting key issues and outlining policies and resources to help Sonic Teammates make informed decisions. The Code addresses important issues such as:

        Honesty
        Honesty
        Fair Dealing
        Fair Dealing
        Compliance with Laws
        Compliance with Laws
        Financial Records and Public Disclosures
        Financial Records and Public Disclosures
        Conflicts of Interest
        Conflicts of Interest
        Corporate Opportunities
        Corporate Opportunities
        Confidential Information
        Confidential Information
        Protection of Company Assets
        Protection of Company Assets
        Non-Discrimination
        Non-Discrimination

        The Code of Business Conduct and Ethics also provides guidance on how teammates can report violations, and ensures that they will not be subject to retaliation for disclosing suspected violations of laws, regulations, or Company policies.

        View Our Code Of Business Conduct And Ethics

        Corporate Governance Structure

        Sonic is led by a Board of Directors, currently comprised of 11 members. The members are nominated by shareholders or the Nominating and Corporate Governance Committee, which is responsible for identifying and making recommendations to the Board of qualified nominees for election as directors of the Company.

        Directors are selected based on their ability to broadly represent the interests of all the Company’s stockholders and constituencies, as well as their diversity of skills, background, and expertise that are valuable to the Company and its future and ongoing needs.


        The Board has established three standing committees to audit and guide important components of Sonic’s business:

        The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities relating to the Company’s accounting policies, reporting policies, internal controls, compliance with legal and regulatory requirements, and the integrity of the Company’s financial reports.

        The Audit Committee’s primary duties and responsibilities are to:

        • Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance
        • Monitor the independence and performance of the Company’s registered public accounting firm (the “independent auditors”) and internal auditing department
        • Review the proposed form, quality, and adequacy of the Company’s financial statements and disclosures included therein
        • Provide an avenue of communication among the independent auditors, management, the internal auditing department, and the Board of Directors
        Learn More About The Committee

        The purpose of the Compensation Committee is to evaluate the compensation of the Company’s executive officers and are responsible for designing, approving and evaluating the compensation plans, policies and programs applicable to executive officers of the Company, which are disclosed in the Company’s annual filings with the SEC.

        The Compensation Committee prioritizes an executive compensation policy that is primarily based on a direct relationship between pay levels and individual performance, corporate performance and returns to stockholders.

        The Committee regularly monitors the results of its executive compensation policy to assure that compensation payable to executive officers provides overall competitive pay levels compared to peer companies, creates proper incentives to enhance stockholder value, rewards superior performance, and is justified by returns available to stockholders.

        Learn More About The Committee

        The Nominating and Corporate Governance Committee is responsible for identifying individuals who are qualified to serve as directors of the Company consistent with criteria approved by the Board, and for making recommendations to the Board of qualified nominees for election or reelection as directors of the Company. The Committee is also charged with the responsibility of reviewing, evaluating, and considering qualified nominees recommended by stockholders for election as directors of the Company.

        The Committee annually reviews and recommends any updates to the Company’s Corporate Governance Guidelines.

        The Committee also reviews and evaluates annually the design and operation of the Company’s corporate compliance program, as well as corporate governance ratings, the Company’s Certificate of Incorporation and Bylaws, and all Affiliate Transactions involving the Company.

        Learn More About The Committee

        SEC Reporting

        Sonic Automotive complies with all required filings and statements as required by the U.S. Securities and Exchange Commission (SEC). As a public company listed on the New York Stock Exchange, we also regularly file all annual and quarterly financial reports in accordance with all SEC rules and regulations.

        Risk Management

        Sonic Automotive has established a Risk Management Team and Risk Management Plan to protect the safety of its teammates, guests, and assets. This plan outlines best practices for preventing safety incidents, and how to deal with any incident effectively and safely.

        The Risk Management Plan addresses critical topics such as:

        • Employee Safety
          • The creation of safety programs designed to maintain a safe work environment with compliance with Federal and/or State OSHA regulations, and compliance with EPA Regulations
        • Risk Management Training
          • A combination of eLearning and classroom education programs aimed at increasing understanding and awareness of OSHA/EPA/DOT safety-related topics for our teammates, based on the individual hazard assessment of job tasks
        • Claims Management
          • Occupational injury policies and guidance
        • Asset Protection
          • A loss prevention program protecting teammates, guests, buildings, vehicle inventory, and assets
        • Data Tracking
          • Sonic Automotive has invested in a customized online data management system to record and track any reported incidents companywide

        Employee Policies

        Sonic Automotive places the highest value on creating a workplace where all teammates feel safe, valued, and respected. As part of Sonic’s commitment to fostering this type of integrity-based workplace, the Company has created policies and training addressing critical issues such as:

        • Business Conduct and Ethics
        • Non-Discrimination
        • Anti-Harassment
        • Workplace Safety
        • Wage/Hour Guidelines and Controls

        To ensure compliance with these policies, Sonic maintains an anonymous reporting hotline and investigation procedures to protect any teammates who may have employment-related complaints.

        Customer Privacy & Data Security

        Sonic Automotive also places critical importance on the protection of our guests’ privacy, and the security of private information. It is the responsibility of all teammates to promote a security conscious culture, and ensure the proper handling of Sonic’s information assets.

        Sonic has established specific guidance and policies to govern the use and handling of sensitive information in the Sonic Automotive infrastructure. They encompass specific policies to protect payment information, including credit card data and the information systems holding this data, and adheres to the Payment Card Industry (PCI) Data Security Standard (DSS).

        Sonic maintains an Information Security Department that regularly audits and monitors all data protection activities.

        View Our SEC Filings
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