Coca-Cola Amatil 2007 Annual Report
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Corporate Governance continued
Directors – selection
The composition of the Board is considered regularly by the Nominations
Committee and any recommendations presented to the full Board. The
review ensures that the Board has available an appropriate mix of abilities
and experience to serve the interests of all shareholders.
The process of appointing a Director is that, when a vacancy exists or is
expected, the Nominations Committee identifies candidates with the
appropriate expertise and experience. The Board reviews the candidates
and the most suitable person is either appointed by the Board and comes
up for re-election at the next Annual General Meeting or is recommended
to shareholders for election at a shareholders’ meeting.
CCA also encourages its shareholders to nominate persons of suitable
skills and experience for Board positions. The website contains a
nomination form and any nomination, made in good faith, will be
considered by the Nominations Committee.
Nominations Committee
The Nominations Committee is comprised of six independent Non-
Executive Directors (it does not include any Directors who are or have
been associated with a related party). The Committee reviews the
Board’s composition to ensure that it comprises Directors with the right
mix of skills and experience to enable it to fulfil its responsibilities to
shareholders. The Committee also identifies suitable candidates for
appointment to the Board and reviews general matters of corporate
governance. The Committee has also been given responsibility for
reviewing the Company’s standards of corporate governance.
Directors – induction and training
On appointment, each Non-Executive Director is required to acknowledge
the terms of appointment as set out in their letter of appointment. The
appointment letter covers, inter alia, the term of appointment, duties,
remuneration and expenses, rights of access to information, other
directorships, dealing in CCA’s shares and termination.
On appointment, each Director is provided with the Company’s policies and
briefed on the content by the Company Secretary. Directors have available
to them a series of training programs, covering such topics as the Board’s
role, Board composition and conduct, risks and responsibilities of company
directors, to ensure that they are fully informed on current governance
issues.
Independent professional advice
For the purposes of the proper performance of their duties, Directors are
entitled to seek independent professional advice at CCA’s expense. Before
doing so, a Director must notify the Chairman (or the MD in the Chairman’s
absence) and must make a copy of the advice available to all Directors.
Ethical standards
Code of Conduct
The Board recognises the need to observe the highest standards of
corporate practice and business conduct. To this end, CCA has established
a formal Code of Conduct, which requires management and employees to
adopt high ethical standards in all of CCA’s activities.
The Audit & Risk Committee is responsible for ensuring effective
compliance policies exist to ensure compliance with the requirements
established in the Code of Conduct.
The Code contains procedures for identifying and reporting any departures
from the required standards. CCA has also established a system for
distribution of the Code at appropriate intervals to employees and for them
to acknowledge its receipt.
The Code sets standards of behaviour expected from everyone who
performs work for CCA – Directors, employees and individual contractors. It
is also expected that CCA’s suppliers will enforce a similar set of standards
with their employees.
Share ownership and dealings
Under the terms of the Non-Executive Directors’ Share Plan, a minimum of
25% (and up to 100%) of CCA Directors’ base fees are salary sacrificed by
each Director. An amount equivalent to the fees sacrificed is contributed to
the Non-Executive Directors’ Share Plan for the benefit of that Director.
Details of all holdings by Directors in the Company are set out in the
Directors’ Report on page 15.
Directors are subject to the Corporations Act 2001 which restricts their
buying, selling or subscribing for securities in CCA if they are in possession
of inside information. The Board has also adopted a formal policy for share
dealings by Directors and senior management. Except for shares purchased
on the first business day of each month under the Non-Executive Directors’
Share Plan, the policy allows for the buying and selling of CCA shares only
during the four week periods following the release of the full year and half
year results and the Annual General Meeting, unless exceptional
circumstances apply. The policy prohibits speculative transactions involving
CCA shares and reinforces the prohibition on insider trading contained in
the Corporations Act 2001.
Financial reporting
The MD and Chief Financial Officer have provided a written certificate to
the Board that the Statutory Accounts comply with Accounting Standards
and other mandatory reporting requirements in all material respects, that
they give a true and fair view in all material respects of the financial
position and performance of the Company, and that management’s risk
management and internal controls over the financial report are operating
effectively and efficiently in all material respects.
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