SUMMARY OF
COCA-COLA AMATIL LIMITED CHARTER OF AUDIT INDEPENDENCE

Purpose
Corporate Governance and Independence
Audit Characteristics
Summary of Key Commitments

Purpose
The purpose of the Charter is to ensure that the Audit, Risk and Compliance Committee (“ARC Committee”) and the Board of Coca-Cola Amatil Limited (“CCA”) are satisfied that CCA’s statutory auditor is at all times independent as well as being seen to be independent. In effect, it is necessary to ensure that the statutory auditor is not involved in auditing its own work, i.e. doing work for CCA that it may be required to review as part of the statutory audit. The Charter sets out procedures that need to be followed to ensure this independence as well as identifying the various obligations of the statutory auditor, CCA management and CCA’s ARC Committee.

Corporate Governance and Independence
A high quality, independent statutory audit is fundamental to the maintenance of sound corporate governance within individual companies and the proper functioning of the capital markets, in providing investors with reliable, open and clear financial information upon which to base their decisions.

CCA is committed to observing the very highest standards of Corporate Governance and aims to create a new standard of excellence in the area of audit independence so as to underpin confidence in the security in and reliability of its financial reports.

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Audit Characteristics
CCA is responsible for the preparation and presentation of its statutory financial reports and believes that a high quality statutory audit adds to the credibility of these reports. CCA believes there are several core characteristics to a high quality audit, and has developed a list of specific key commitments to support this. In summary the characteristics and commitments include specific reference to:

• Complete confidentiality, integrity, objectivity and professional behaviour by the auditor.
• Fulfilment of all technical standards and the use of those who have appropriate subject   
  matter knowledge and industry expertise within the audit firm.
• The maintenance of both actual and perceived independence at all times with annual 
   confirmation by the ARC Committee.
• Restrictions on the statutory auditor’s financial interests in, and employment relationships 
  with, CCA.
• Regular monitoring of compliance with all independence policies and procedures.
  Adoption of an appropriate attitude of professional scepticism by the auditor.
• No limitations on the scope of the audit imposed by CCA.

The Charter provides guidelines under which CCA can obtain the benefit of the provision of non-statutory audit services by the statutory auditor without impairing the auditor’s objectivity or independence.

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Summary of Key Commitments
CCA has made a number of key commitments to support best practice corporate governance. A number of the key elements are summarised here:

1. ARC Committee is responsible for the appointment of the statutory auditor. The statutory auditor is required to have regular communications with the ARC Committee including without management being present.
   
2. The statutory auditor will report to the ARC Committee its assessment of how CCA’s accounting practices and reporting procedures compare with best practice.
   
3. CCA requires the statutory auditor to provide suitably qualified personnel.
   
4. CCA commits that the statutory auditor will be fairly rewarded for the agreed scope of the statutory audit and audit-related services.
   
5. CCA considers that the level of non-audit fees paid to the statutory auditor can give rise to an actual or perceived loss of objectivity. CCA will prepare a list of all potential services that the statutory auditor may have the technical competence to provide. Each of these potential services will be classified into categories identifying those that the auditor can do without loss of objectivity, those that cannot be done and those that will require ARC Committee approval
   
6. The ARC Committee will develop alternate supplier protocols as part of CCA’s commitment to enhanced corporate governance.
   
7. CCA will place a number of specific constraints on the audit firm, its partners and staff. Examples include rotation of senior partners, sufficient time gap from leaving the engagement before CCA can employ a partner or employee of the audit firm and ensuring there are no financial interests in or dependencies on CCA
   
8. The ARC Committee will confirm annually to the CCA Board that the statutory auditor has met all the requirements for independence.
   
9. CCA requires its statutory auditor to maintain quality control processes whereby all key accounting and auditing decisions are arrived at after appropriate consultation with technical and subject matter experts within the firm.