Coca-Cola Amatil 2007 Annual Report
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Corporate Governance
At Coca-Cola Amatil (CCA), the Board of Directors is committed to achieving
best practice in the areas of corporate governance and business conduct.
This Corporate Governance Statement reports on the main corporate
governance principles and practices followed by CCA as required by the
ASX Listing Rules.
The Company has followed the best practice recommendations established
in the ASX Corporate Governance Council’s ‘Principles of Good Corporate
Governance and Best Practice Recommendations’.
The role of the board
The Board represents shareholders and has the ultimate responsibility for
managing CCA’s business and affairs to the highest standards of corporate
governance and business conduct. The Board operates on the principle that
all significant matters are dealt with by the full Board and has specifically
reserved the following matters for its decisions:
•
the strategic direction of the Company;
•
approving budgets and other performance indicators, reviewing
performance against them and initiating corrective action when
required;
•
ensuring that there are adequate structures to provide for compliance
with applicable laws;
•
ensuring that there are adequate systems and procedures to identify,
assess and manage risks;
•
ensuring that there are appropriate policies and systems in place to
ensure compliance;
•
monitoring the Board structure and composition;
•
appointing the Group Managing Director (MD) and evaluating his or her
ongoing performance against predetermined criteria;
•
approving the remuneration of the MD and remuneration policy and
succession plans for the MD and senior management;
•
ensuring that there is an appropriate focus on the interests of all
stakeholders; and
•
representing the interests of and being accountable to the Company’s
shareholders.
To assist in its deliberations, the Board has established five main
committees which, apart from routine matters, act primarily in a review or
advisory capacity. These are the Related Party Committee, Nominations
Committee, Audit & Risk Committee, Compensation Committee and
Compliance & Social Responsibility Committee. Details of each Committee
are set out in this report. The delegation of responsibilities to those
committees will only occur provided that sufficient systems are in place to
ensure that the Board is meeting its responsibilities. The responsibility for
implementing the approved business plans and for the day-to-day
operations of CCA is delegated to the MD who, with the management
team, is accountable to the Board.
Composition of the Board
The composition of the Board is based on the following factors:
•
the Chairman is a Non-Executive Director and is independent;
•
the MD is the Executive Director;
•
The Coca-Cola Company has nominated two Non-Executive Directors
(currently Geoffrey Kelly and Irial Finan);
• the majority of the Non-Executive Directors are independent;
• one third of the Board (other than the MD) is required to retire at each
Annual General Meeting and may stand for re-election. The Directors
to retire shall be those who have been longest in office since their
last election;
•
a Director who has been appointed by the Board to fill a casual vacancy
is required to be considered for re-election by the shareholders at the
next Annual General Meeting.
The Board is comprised of the following nine members:
Name Position Independent Appointed
David Gonski, AC Chairman, Non-Executive Director Yes 1997
Catherine Brenner* Non-Executive Director Yes 2008
Jillian Broadbent, AO Non-Executive Director Yes 1999
Wal King, AO Non-Executive Director Yes 2002
David Meiklejohn Non-Executive Director Yes 2005
Mel Ward, AO Non-Executive Director Yes 1999
Irial Finan** Non-Executive Director No 2005
Geoffrey Kelly** Non-Executive Director No 2004
Terry Davis Executive Director and No 2001
Group Managing Director
* Appointed 2 April 2008
**Nominated by The Coca-Cola Company
Directors – independence
A Director is considered independent provided he or she is free of any
business or other relationship with CCA or a related party, which could
reasonably be perceived to materially interfere with the exercise of their
unfettered and independent judgement. A related party for this purpose
would include The Coca-Cola Company.
When a potential conflict of interest arises, the Director concerned
withdraws from the Board meeting while such matters are considered.
Accordingly, the Director concerned takes no part in discussions nor
exercises any influence over the Board if a potential conflict of interest
exists. Transactions with The Coca-Cola Company are reviewed by the
Related Party Committee. Related party transactions are disclosed in
Note 36 to the financial statements.
Related Party Committee
The Related Party Committee is comprised of the six independent
Non-Executive Directors (and does not include any Directors who are or
have been associated with a related party. The MD and the CFO attend
meetings by invitation).
The Committee reviews transactions between CCA and its related parties
to ensure that the terms of such transactions are no more favourable than
would reasonably be expected of transactions negotiated on an arms
length basis. It meets prior to each scheduled Board meeting to review
all material transactions of CCA in which The Coca-Cola Company, or
any other related party, is involved.
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