Disclosure & Communication Policy

Disclosure Committee
Authorised Spokespersons
Lodging and Disseminating Announcements
Meetings
Analyst Reports and Forecasts
The Media
Web-Based Communication

Coca-Cola Amatil (CCA) is committed to complying with the continuous disclosure requirements of the Listing Rules of Australian Securities Exchange (ASX) as well as relevant corporations and securities legislation.  This policy also covers CCA’s communication with the investment community and the media.

The Board has approved this Policy and has established a Disclosure Committee (see Section 1) to oversee compliance with CCA’s continuous disclosure obligations.

The principles that apply to this Policy are -

·                    CCA will immediately disclose to ASX, subject to the ASX listing rules carve outs, any information that a reasonable person would expect to have a material effect on the price or value of CCA's securities (material information);

·                    No material information will be disclosed to individual market participants or the media unless previously disclosed to ASX;

·                    Only authorised spokespersons can communicate on behalf of CCA with the investment community or media;

·                    The Disclosure Committee  operates flexibly and informally to manage day-to-day continuous disclosure issues;

·                    Whether information is considered “material” and therefore required to be disclosed will vary according to the circumstances and the relevant contractual obligations, and is a matter for determination by the Disclosure Committee in accordance with this policy; and

·                    All material information disclosed to ASX will be published on CCA's website for a reasonable period.

Under ASX Listing Rule 3.1, immediate disclosure to ASX is required once CCA becomes aware of: “…any information concerning it (a company) that a reasonable person would expect to have a material effect on the price or value of the entity's securities….” Disclosure of particular information does not apply while all of the following are satisfied: ·         A reasonable person would not expect the information to be disclosed. The information is confidential and ASX has not formed the view that the information has ceased to be confidential. One or more of the following applies: a.       it would be a breach of the law to disclose the information; b.      the information concerns an incomplete proposal or negotiation; c.       the information comprises matters of supposition or is insufficiently definite to warrant disclosure; d.      the information is generated for the internal management purposes of the entity; e.      the information is a trade secret. For the purposes of Listing Rule 3.1, CCA becomes aware of information where a director or officer (being a person concerned in the management of CCA) has, or ought reasonably to have, come into possession of the information in the course of the performance of his or her duties as a director or officer of CCA.  A director or officer who becomes “aware” of information which they consider could trigger a disclosure obligation is required to contact a member of the Disclosure Committee.

MARKET DISCLOSURE

The Board of CCA considers whether there are any matters requiring disclosure in respect of each and every item of business that it considers.

In all other respects matters requiring disclosure are determined by the Disclosure Committee as set out in this policy.

1. Disclosure Committee

1.1          The  Disclosure Committee is responsible as set out in this policy for:

·         ensuring CCA complies with the ASX Listing Rules and Corporations Act disclosure obligations;

·         reviewing and assessing what information will be disclosed and the form of that disclosure; and

·         implementing reporting processes, controls and guidelines for the release of information.

1.2.         The members of the Disclosure Committee are

 

·         Group Managing Director (GMD),

·         Chief Financial Officer - Statutory & Compliance and Chief Financial Officer - Operations (each a CFO),

·         General Counsel and Company Secretary (GCCS),

·         Investor Relations Manager (IRM) and

·         Director of Media & Corporate Affairs (DM).  

 

Disclosure Committee meetings will comprise a minimum of three members provided that one of the three is the GMD or in his absence, a CFO.  The Chairman or his nominee may also request the Disclosure Committee to review any matter that he believes may be market sensitive and which may require disclosure.

1.3          The Disclosure Committee must authorise all market communications.  Where the Company's disclosure obligations are not obvious in a particular matter, the Disclosure Committee will determine if ASX disclosure is required. 

1.4          The prior approval or denial of the Chairman or, in his absence, his nominee is required in respect of any proposed authorisation or material determination of the Disclosure Committee to go to the ASX, other than in respect of routine and regularly recurring matters.

1.5          Should the Disclosure Committee be divided as to whether disclosure is or is not required, the GMD or his nominee will consult with the Chairman and seek his views accordingly. 

top

2. Lodging and Disseminating Announcements

2.1.         Once approved by the Disclosure Committee, the GCCS is responsible for all communications with ASX and will keep a record of all material lodged with ASX. In the absence of the GCCS, the CFO or IRM are the only other employees approved to release material information to ASX.

2.2.         The Company must wait until confirmation from ASX has been received before releasing material information to any third party, including shareholders, analysts, journalists and broadly to employees.

top

EXTERNAL COMMUNICATION

3. Authorised Spokespersons

3.1.         The only company officers and employees authorised to speak externally on behalf of the company to the media, institutional investors and stockbroking analysts are the Chairman, GMD, CFO, IRM and DM.

3.2.         Authorised spokespersons should liaise closely with the Disclosure Committee to ensure all proposed public comments or communications (including press releases, corporate publications, etc) are within the bounds of information that is:

·         already in the public domain; and/or

·         not material.

3.3.         Only Country Managing Directors can make comments to journalists without first obtaining approval from the Disclosure Committee. However, any comments made should be limited to local business issues and must not contain any material information or forward-looking statement that has not previously been disclosed to the ASX. No unauthorised employee should make any comments to investors, analysts or journalists without first obtaining approval from the Disclosure Committee.

3.4.         No employee or associated party (such as consultants, advisers, lawyers, accountants, auditors, investment bankers, etc) should comment publicly on Company matters that are confidential.

top

INVESTOR RELATIONS

4. Meetings – including one-on-one meetings, Company Briefings, Conference Calls and Broker Sponsored Conferences

4.1.         Discussions with investors, analysts and the media are an opportunity to provide background to previously disclosed information, as well as to articulate:

·                     long term strategy;

·                     company history, vision and goals;

·                     management philosophy and the strength and depth of management;

·                     competitive advantages and risks;

·                     previously disclosed material and non-material information; and

·                     industry trends and issues.

4.2.         New material price sensitive information, approved by the Disclosure Committee, must be lodged with ASX prior to it being provided to a third party.

4.3.         Where possible, the IRM should be present at discussions and meetings that the GMD and/or the CFO hold with investors and analysts. In the event of meetings held by the GMD and/or CFO with journalists, then the DM should be present, if possible. If not present, the IRM or DM, as relevant, should be updated on the issues discussed at these meetings or briefings. 

4.4.         If material information is inadvertently disclosed at a one-on-one or other discussion, briefing, conference call or conference, then CCA must disclose that information to ASX immediately.

4.5.         The IRM will keep a record of all meetings and briefings with investors and analysts. The DM will keep a record of all meetings and briefings with journalists.

top

ANALYSTS' REPORTS AND FORECASTS

5. Contact with analysts, fund managers and financial media is to be restricted to Authorised Spokespersons.

5.1.         To avoid inadvertent disclosure, CCA will restrict its comments on stockbroking analyst reports to:

·         information the Company has publicly issued;

·         information that is in the public domain; or

·         a factual error in the report.

5.2.         The IRM should keep a record of analysts' earnings projections and be aware of CCA's earnings estimates to raise any issues with the Disclosure Committee for its determination on whether ASX disclosure is required.

top

THE MEDIA

6. Press Releases and Media Speculation

6.1          No announcement or press release is to be given to the media on matters which may materially affect CCA’s share price without the prior approval of the Disclosure Committee.

6.2.         No material information will be provided to the media 'off the record' or on an embargoed basis. 

6.3.         CCA's "media contact and public speaking" policy defines in more detail the policy of who may speak to the media or publicly, and the specific processes involved. This policy may be tailored for individual country circumstances, subject to Disclosure Committee approval.

top

WEB-BASED COMMUNICATIONS

7. CCA's Website

7.1.         CCA's website will include a discrete section for shareholders and investors as a medium by which any third party can obtain publicly available information quickly and easily. The information which is lodged with ASX will be available on the website as soon as practical after confirmation from ASX has been received.

7.2.         Printed information being made available to investors, analysts and/or journalists at one-on-one discussions, briefings, conference calls and conferences will be published on CCA's website within 12 working hours of the event and kept current as appropriate. 

7.3.         The DM is responsible for ensuring that all general website information is current and regularly updated.  The IRM is responsible for ensuring that any investor website information is current and regularly updated.

7.4          This Policy is available on CCA’s website at  www.ccamatil.com and on the CCA intranet.

top

8. BREACHES OF THIS POLICY

               A breach of this Policy may result in a breach of legislation or the ASX Listing Rules, which may lead to possible criminal and civil liabilities being imposed on directors and officers.  Breaches may also result in disciplinary action being taken.

top

9.  REVIEWS

        This Policy is reviewed regularly to ensure it reflects applicable legislative or regulatory requirements.