Audit and Risk Committee Charter

Audit and Risk Committee Charter

Introduction This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited’s Audit and Risk Committee (ARC). The purpose of the ARC is to provide an independent, objective review of the company’s key financial and operational controls and the effective management of risk. Specifically the ARC is responsible for: Financial Reporting; to ensure the balance, transparency and integrity of published financial information, Risk management and internal controls; to confirm the effectiveness of the company’s internal control and risk management system, Internal Audit; to be satisfied with the effectiveness of the internal audit function and to approve the appointment and assess the performance of the Internal Auditor, External Audit; to ensure an independent audit process and recommend the appointment and assess the performance of the External Auditor, Compliance with laws regulations and internal policies and industry standards; to confirm the company’s process for monitoring compliance. Independence and Membership Independence is essential to the effectiveness of the ARC and is obtained primarily through the composition of the ARC and the objectivity and independence of various assurance activities. The membership of the ARC shall consist of at least three Non-Executive members of the Board of Directors. The Chairman and members of the Committee shall be appointed by the Board of Directors and the Chairman will not be the Chairman of the Board. Quorum The quorum for a meeting of Committee members is two (2) members of which must at all times be independent Committee members. If a quorum is not present the meeting is adjourned to such place and time as the Chairman decides. The ARC is authorised by the Board, within the scope of its responsibilities, to: have unrestricted access to members of management, employees and relevant information, engage independent counsel and other advisers as it deems necessary to...