Coca Cola Annual Report

CORPORATE GOVERNANCE: THE PAKISTAN SCENARIO
(A CASE STUDY OF “COCA-COLA AMATIL’S”)

CORPORATE GOVERNANCE
Coca-Cola Amatil’s approach to corporate governance goes beyond compliance. Both the Board and all
levels of management are fully committed to achieving the highest standards in the areas of corporate
governance and business conduct. We see this commitment as fundamental to contributing to Coca-
Cola Amatil’s vision of creating millions of moments of happiness and possibilities every day.
CORPORATE GOVERNANCE: THE PAKISTAN SCENARIO

Corporate Governance is the system of rules, practices and processes by which a company is directed
and controlled. Corporate governance has come to the cent restage nowadays because of two reasons.
First, after the collapse of the Soviet Union and the end of the cold war in 1990, it has become the
conventional wisdom that market dynamics must prevail in economics matters. Secondly, it has also
coincided with the thrust given to globalization that involves freer movement of the economics factors
of production, namely, physical capital in terms of plant and machinery, financial capital in term of
money invested in capital markets or in FDI, technology, and labor moving across national borders.
The corporate governance framework consists of
 Explicit and implicit contracts between the company and the stakeholders for distribution of
responsibilities, rights, and rewards,
 Procedures for reconciling the sometimes conflicting interests of stakeholders in accordance
with their duties, privileges, and roles, and
 Procedures for proper supervision, control, and information-flows to serve as a system of
checks-and-balances.
WHY IS CORPORATE GOVERNANCE IMPORTANT?

Corporate governance is important for a society due to many reasons as given below:
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 It lays down the framework for creating long-term trust between companies and the external
providers of capital.
 It improves strategic thinking at the top by inducting independent directors who bring in a
wealth of experience and a host of news ideas.
 It rationalizes the management and monitoring of risks a firm faces globally.
 It limits the liability of the top management and directors by carefully articulating the decision
making process.
 It ensures the integrity of financial reports.
 It helps to provide a degree of confidence that is necessary for the proper funding of a market
economy.
THE NEED FOR CORPORATE GOVERNANCE IN PAKISTAN:

It is evident that major public and private sector organizations of Pakistan are totally neglecting the
corporate governance 'best practices'. This leads to not only bad management but also endanger the
stakeholder's rights.
The structure of the board of corporations plays a vital role in providing directions and ensuring
accountability. Therefore, common directors are considered accountable if the company encounters loss
or goes bankrupt. In Pakistan, it is observed that major listed corporations have unbalanced boards of
directors. The skills, qualification and experience required for the board of director is ignored. While
listed corporations having private control often induct family members and relatives into the board. All
these practices only protect major shareholders' stakes. Corporations are thus observed to be failing
financially. The addition of one or more than one independent non-executive director to the board can
make a positive difference but it must be ensured that INED has no stake in the corporation. It would
enable him/her to protect the major, as well as minor, shareholders' rights. If a new corporate code is
made, it must give clear instructions about the qualifications, skills and experience of non-executive
directors. Transparency may be ensured and stakeholders must be given access to the information. The
code must address issues pertaining labor rights and all listed corporations must be made responsible
for ensuring organizational justice, i.e. pay, promotion and other issues which create injustice with
employees in organizations. Major public sector organizations of Pakistan, i.e. Wapda, Steel Mills and
Pepco, have been incurring losses for the last few years. The poor of the country have to finance these
institutions through taxes. It is the need of the hour to take precautionary measures to make these
organizations profitable. Managing a fair and balanced board of directors is one of the solutions for
addressing the problems. Accountability has been a big issue in Pakistan since its inception.
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Appointment on political grounds must be discouraged because it always leads to inefficiency. The
Securities and Exchange Commission of Pakistan should work closer with listed corporations and ensure
fair practice.
COMPOSITION OF THE BOARD AND RELATED ISSUES

The shareholders elected a board of director committee of a limited company to be responsible for the
policy of the company. The Board represents and serves the interests of Coca-Cola Amatil’s shareholders
and has the ultimate responsibility for managing Coca-Cola Amatil’s business and affairs to the highest
standards of corporate governance and business conduct. The Board also strives to protect and optimize
Coca-Cola Amatol’s performance and build sustainable value for shareholders in accordance with
applicable duties and obligations and within a framework of prudent and effective controls that enable
risks to be assessed and managed. The role and responsibilities of the Board, including the matters that
are reserved to the Board or its Board Committees.
Structure and Composition of the Board The Board currently consists of one Executive Director (i.e. the
Group Managing Director), two Non-Executive Directors (i.e. TCCC Nominee Directors) and six
Independent Non-Executive Directors.
The composition of the Board is based on the following factors:
 the Chairman is a Non-Executive Director and is independent from The Coca-Cola Company;
 the Group Managing Director is the Executive Director;
 The Coca-Cola Company has nominated two Non-Executive Directors (currently Geoffrey Kelly
and Martin Jansen);
 the majority of the Non-Executive Directors are independent;
 One third of the Board (other than the Group Managing Director) 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; and
 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.
BOARD MEMBERSHIP
The below table sets out the details of the current Directors of the Board. Each of these Directors served
during FY2017, except for MS Julie Coates who was appointed as an INED, effective 1 March 2018.
Names Independent Appointed

Current Non-Executive Directors:
Ilana Atlas, Chairman, Non-Executive Director Yes 2011
John Borghetti, AO Non-Executive Director Yes 2015
Catherine Brenner, Non-Executive Director Yes 2008
Julie Coates, Non-Executive Director Yes 2018
Martin Jansen, Non-Executive Director No 2009
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Mark Johnson,Non-Executive Director Yes 2016
Paul O’Sullivan, Non-Executive Director Yes 2017
Krishnakumar Thirumalai, Non-Executive Director No 2014
Current Executive Director
Alison Watkins Group Managing Director No 2014
1. Ilana Atlas was appointed Board Chairman, effective from the conclusion of the 2017 AGM.
2. Julie Coates was appointed to the Board as an INED, effective from 1 March 2018 and will stand
for election at the 2018 AGM.
3. Martin Jansen will retire as a The Coca-Cola Company Nominee Director, effective from the
conclusion of the 2018 AGM and will not stand for re-election.
4. Jorge Garduño has been nominated by The Coca-Cola Company to replace Mr Jansen and will
stand for election at the 2018 AGM.
5. Paul O’Sullivan was appointed to the Board as an INED, effective from 1 March 2017.
6. Krishnakumar Thirumalai is The Coca-Cola Company Nominee Director.
The following Directors also held office during FY2017, and retired at the conclusion of the 2017 AGM:
Name Independent
Appointed
Retired Non-Executive Directors
David Gonski, AC Chairman, Non-Executive Director Yes 1997
Anthony (Tony) Froggatt Non-Executive Director Yes 2010
Wal King, AO Non-Executive Director Yes 2002
David Meiklejohn, AM Non-Executive Director Yes 2005
Percentage:
The Board currently consists of one Executive Director (i.e. the Group Managing Director), two Non-
Executive Directors (i.e. TCCC Nominee Directors) and six Independent Non-Executive Directors.
Total board of director are nine, in which one executive director and eight non- executive director.
The percentage of executive director is 11.11% and non-executive director is 88.9%.
One director can work in how much company at a time?

Maximum Number of Directorship in Companies. A person is allowed to be the Director of a maximum
of 20 Companies simultaneously as per the Companies act, 2013. Public companies directorship limit:
Maximum number of public companies in which a person can be appointed as a director shall not
exceed 10.
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SEPARATION OF THE ROLES OF CEO AND CHAIRPERSON
The CEO runs the company—the argument goes—and the chairman runs the board, one of whose
responsibilities it is to monitor the CEO. If the chairman and the CEO are one and the same, it is hard for
the board to criticize the CEO or to express independent opinions. A separate chairman, responsible for
setting the board’s agenda, is more likely to probe and encourage debate at board meetings. Separating
the two roles is, therefore, essentially a check on the CEO’s powers.
It can be argued that as companies grow more complex, a strong board is more vital than ever to the
health of the company, and this requires a skilled chairman who is not distracted by the daily pull of the
business and can devote the required time and energy. This may take one or more days per week and
involve such tasks as maintaining contact with directors between meetings, organizing board
evaluations, listening to shareholder concerns, acting as an ambassador for the company, and liaising
with regulators, thereby allowing the CEO to concentrate on running the business
In the coca cola company the CEO and chairperson is two person
 JAMES QUINCEY the CEO of the coca cola Amatil company.

 ILANA ATLAS the chairmen of the coca cola Amatil company.
Why it important?
One of the board's main roles is to monitor the operations of the company and to ensure that it is being
run in conjunction with the mandate of the company and the will of the shareholders. As the CEO is the
management position responsible for driving those operations, having a combined role results in
monitoring oneself, which opens the door for abuse of the position. A board led by an independent chair
is more likely to identify and monitor areas of the company that are drifting from its mandate and to put
into place corrective measures to get it back on track.
SHOULD THE BOARD HAVE COMMITTEES?

Committee’s means to assist in the discharge of its responsibilities.
In coca cola the Board has ﬁve standing Board Committees are the:
 Audit and Finance Committee

 Nominations Committee
 People Committee
 Risk and Sustainability Committee
 Related Party Committee
The Committees operate principally in a review or advisory capacity, except in cases where powers are
speciﬁcally conferred on a Committee by the Board. Each Committee has a Charter, detailing its purpose
and responsibilities and membership criteria.
AUDIT AND FINANCE COMMITTEE:

Purpose: The purpose of the committee is to oversee financial risk management and internal controls
across amatils. Specifically the committee is responsible for:
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 Financial reporting: to ensure the balance, transparency and integrity of published financial
information;
 Internal control: to confirm the effectiveness;
 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, recommend the appointment of the
external auditor to the board and assess the performance of the external auditor; and
 Compliance with laws, regulation and internal policies and industry standards with detailed
oversight of financial risk.
Composition:
Comprises at least three members, all of whom are Non- Executive Directors and the majority of whom
are independent. Chaired by an INED who is not the Board Chairman.
Current Members
 Mark Johnson (Chairman)
 Ilana Atlas
 Catherine Brenner
 Martin Jansen
 Paul O’Sullivan
Former Members
 David Gonski
 David Meiklejohn
 Anthony (Tony) Froggat
NOMINATION COMMITTEE:
This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited’s
(CCA’s) Nominations Committee (Committee).
Purpose: The purpose of the Committee is to review and recommend to the Board matters relating to:
 the composition of the Board, including the criteria for Board membership;
 succession planning for the Board (excluding the Group Managing Director);
 performance evaluation of the Board, its committees and individual Directors (including the
Group Managing Director); and
 Induction and continuing professional development training for Directors.
Membership: The membership of the Committee must consist of

 at least three members;
 solely CCA Non-executive Directors;
 a majority of independent Directors; and
 An independent Director as Chair who is also Chairman of the Board.
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The Chairman and members of the Committee will be appointed by the Board. A member may withdraw
from membership by written notification to the Chairman of the Board.
Meetings:
The Committee will meet a minimum of once per annum. The Committee can also meet on such other
occasions as deemed necessary by the Chairman. The quorum for meetings will be two members of
which one must at all times be an independent Director. If a quorum is not present the meeting is
adjourned to such place and time as the Chairman decides.
Composition:
are independent. Chaired by an INED.
Current Members
 Ilana Atlas (Chairman)
 John Borghetti
 Krishnakumar Thirumalai
 Martin Jansen
 Mark Johnson
Former Members
 David Gonski
 Anthony (Tony) Froggatt
 Wal King
 David Meikle john
Comment:
It is good committee that their member conduct meeting minimum at once in per month. To resolve
issue of company. That is good sign that all members are Non-Executives Directors and majority of them
are independent.
PEOPLE COMMITTEE:
This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited’s (CCA’s)
People Committee (Committee).
Purpose: The Committee is a Committee of the Board of Directors. Its purpose is to review, approve
and in specific cases make recommendations to the Board regarding CCA’s people strategy, frameworks
and practices.
Membership: The Committee must consist of:

 at least three members;
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 solely CCA non-executive Directors;
 a majority of independent Directors; and
 An independent Director as Chair.
The Chairman and members of the Committee will be appointed by the Board of Directors and the
Chairman will not be the Chairman of the Board. A member may withdraw from membership by written
notification to the Chairman of the Board.
Responsibilities:
 Leadership capability, development and succession planning
 Diversity & Inclusion strategy, compliance and pay equity
 Culture and Employee engagement
Meetings:
The Committee will meet at a minimum of four times per annum. The normal meeting schedule will be
in February, May, August and December. The Committee can also meet on such other occasions as
deemed necessary by the Chairman. A quorum for meetings will be two members.
Should the Chairman be absent from any meeting of the Committee, the members of the Committee
present at that meeting shall appoint one of their number to be Chairman of that meeting, provided
that the acting Chairman is not the Chairman of the Board.
Composition:
Current Members
 John Borghetti (Chairman)
 Ilana Atlas
Former Members
 David Gonski
Comment:
It is good committee than the nomination and audit & finance committee, that their member conduct
meeting minimum at four times in per month. To resolve issue of company. That is good sign that all
members are Non-Executives Directors and majority of them are independent.
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RISK AND SUSTAINABILITY COMMITTEE:
This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited’s (Amatil’s)
Risk and Sustainability Committee (Committee).
Purpose: The purpose of the Committee is to objectively assess the effectiveness of Amatil’s risk and
compliance management framework. Specifically the Committee is responsible for:
 Reviewing all of Amatil’s key risks to confirm the effectiveness of Amatil’s risk management
system, including the review of:
 Amatil’s overall risk profile; and
 strategies to mitigate material risks across Amatil;
 reviewing and monitoring compliance with Amatil’s legal and regulatory responsibilities, internal
policies and industry standards;
 approving Amatil’s policies and standards which reflect on Amatil’s reputation; and
 Reviewing and monitoring social and reputational issues that may have an impact on Amatil.
Membership: The membership of the Committee must:

 consist of at least three Non-executive Directors, a majority of whom are independent Directors;
 include an independent Chairman who is not the Chairman of the Board;
 include the Chairman of the Audit and Finance Committee; and
 Not be identical to the membership of the Audit and Finance Committee.
The Chairman and members of the Committee will be appointed by the Board. A member may withdraw
from membership by written notification to the Chairman of the Board.
Composition:
Current Member
 Catherine Brenner (Chairman)
 Ilana Atlas
 Mark Johnson
 John Borghetti
 Mark Johnson
 Martin Jansen
Former Members
 David Gonski
 Wal King
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Meetings:
The Committee will meet a minimum of three times per annum. The Committee can also meet on such
other occasions as deemed necessary by the Chairman. The quorum for meetings will be two members
who must at all times be independent Directors. If a quorum is not present the meeting is adjourned to
such place and time as the Chairman decides.
The Secretary of the Board (or his or her nominee) will be Secretary of the Committee. The Secretary, in
conjunction with the Chairman of the Committee and other members of management (as appropriate),
will prepare an agenda which will be circulated to the members prior to each meeting.
The Chief Risk Officer (or delegate) will attend Committee meetings and provide an update on key risks
at each meeting. Other non-Committee members, including members of management, may attend all or
part of a meeting of the Committee at the invitation of the Committee Chairman. Appropriate periods of
time are set aside if required for only Committee members to be in attendance.
Comment:
It is good committee than the audit & finance committee but not nomination committee, that their
member conduct meeting minimum at three times in per month. To resolve issue of company. That is
good sign that all members are Non-Executives Directors and majority of them are independent.
RELATED PARTY COMMITTEE:

This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited’s (CCA’s)
Related Party Committee (Committee).
Purpose: The Committee is responsible for reviewing transactions between CCA and its Related Parties,
except for transactions which arise in the context of remuneration arrangements for Directors or other
Key Management Personnel of CCA (which will be considered by the People Committee). Having regard
to the current activities and shareholding of the CCA Group, it is expected that the majority of
transactions to come before the Committee will involve the Coca-Cola Company.
Responsibilities: The Committee reviews proposed transactions between CCA and Related Parties to:
 assess whether the transactions are in the best interests of CCA and its shareholders as a whole;
 evaluate whether the transactions fall within the ambit of a normal business relationship;
 confirm whether the terms of such transactions are no more favorable than would reasonably
be expected of transactions negotiated on an arm’s length basis; and
 Form a view as to whether shareholder approval of the transaction is necessary or appropriate.
Based on its review, the Committee will recommend to the Board entry into the agreement or
transaction as appropriate.
Composition:
Comprises only INEDs who have not been associated with a related party (and in particular, are not
associated with The Coca-Cola Company and not executives of the Coca-Cola Amatil Group)
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Current Members
 Ilana Atlas (Chairman)

 John Borghetti
 Mark Johnson
Former Members
 David Gonski
 Wal King
Meetings:
The Committee will meet prior to each scheduled Board meeting. The Committee can also meet on such
other occasions as deemed necessary by the Chairman. The quorum for meetings will be two members.
If a quorum is not present the meeting is adjourned to such place and time as the Chairman decides.
The Secretary of the Board (or his or her nominee) will be Secretary of the Committee. The Secretary, in
conjunction with the Chairman of the Committee and other members of management (as appropriate),
will prepare an agenda which will be circulated to the members prior to each meeting.
Membership:
The Committee must consist of only independent Non-executive Directors who have not been
associated with a Related Party (and in particular, are not associated with The Coca-Cola Company and
are not executives of the CCA Group).
The Chairman and the members of the Committee will be appointed by the Board. A member may
withdraw from membership by written notification to the Chairman of the Board. If a Related Party
Transaction arises which involves directly or indirectly one of the members of this Committee, the
conflicted Director must inform the Committee immediately and exclude themselves from discussion on
the transaction at the request of the Chairman.
Comment:
It is good committee than the audit & finance committee but not nomination committee and risk &
sustainability committee, which their member conduct meeting minimum prior to the each scheduled to
Board meeting. To resolve issue of company.
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APPOINTMENTS TO THE BOARD AND DIRECTORS RE-ELECTION
The corporate governance best practice for the appointment of executive and non-executive directors of
listed companies and the key principles to be applied by the nomination committee when selecting and
recommending candidates. It also examines related issues such as succession planning, directors' due
diligence, induction, training, diversity in the boardroom and women on boards, time commitment and
re-election.
The Nominations Committee uses a range of tools (including the Skills Matrix) to make
recommendations to the Board in respect of the: — mix currently represented on the Board; — skills,
knowledge, experience, independence and diversity the Board is looking to achieve in its membership;
and — desirable qualities and capabilities that should be targeted in the Board’s succession planning.
The Board reviews the candidates and the most suitable person is either appointed by the Board and is
elected at the next AGM, or is recommended to shareholders for election at a shareholders’ meeting.
Prior to the appointment of any new Director, appropriate checks are conducted to determine if they
have the capabilities needed and are fit and proper to undertake the responsibilities of the role. As is
required by the ASX Governance Recommendations, all material information in the Company’s
possession relevant to a Director’s election or re-election is provided to shareholders in the relevant
Notice of Meeting. If the Board determines that a candidate should be appointed to the Board, they
receive a formal letter of appointment outlining the key terms, conditions and expectations of their
appointment. Before accepting the position, the candidate must confirm that they have sufficient time
to fulfill their obligations to the Company, and provide details of their other commitments and interests.
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 including superannuation and expenses, rights of access to
information, other directorships, dealing in CCA’s shares, disclosure of Director’s interests, insurance
and indemnity 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.
PAKISTAN MODEL OF CORPORATE GOVERNANCE

Corporate governance in Pakistan has recently started scratching the surface. Due to many distortions in
economy, market forces do not reward good governances or punish unethical practices. The large part
of the undocumented economy discourages promotion of transparency and accountability in the
organization. Overall management structure is also not conducive to establishing the norms of good
governance. Many companies in listed Stock Exchange are not fully practicing the code of good
governance. Tightly held ownership, lack of professional skills, missing change agents, audit
dependability and overall structural weaknesses are bottlenecks in developing the corporate
governance in the organizations.
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ICAP, PICG, ICMAP& SECP/KSE, SBP, BOI& Other
other professional Shareholders
regulators
bodies
Other Other
Stakeholders Stakeholders
Chairman& Joint Board of Directors
Supervisory Board Executive Directors

All NEDs& Chairman All EDs& Chairman
Audit
CEO
Committee
Senior Managers&
External W/B Mechanism
Unit heads
Remuneration& Auditors
Nomination
Other Employees
External Compensation
Consultants Sub Committee
Other Committee
Director Director HR Director Director Other

finance Admin Marketing Directors
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Discussion:
 It is concluded that the traditional insider and outsider models of corporate governance are
unsuitable for Pakistan due to her diverse social, cultural and economic conditions.
 The proposed model recommends intensive regulation of the companies through regulatory
bodies.
 Joint board of directors will be a higher decision making body of the companies. It will scrutinize
the proposals or agenda sent by supervisory board.
 Supervisory board will be comprised of non-executive directors (NEDs). The NED would be a
representative non-executive director (RNED) or/and independent non-executive director
(INED).
 The strength of the AC committee will be at least three non-executive directors including
chairman.
 An external auditor is an audit professional who performs an audit on the financial statements
of a company, government, individual, or any other legal entity or organization, and who is
independent of the entity being audited.
 Whistle blowing mechanism is an essential ingredient of the body of corporate governance as it
signals about the working of the corporation to the decision makers.
 The Nomination & Remuneration (N&R) committee will consist of three members.
 The proposed hybrid model also suggests hiring the external consultant to solve the complex
problems which may be beyond the approach of internal experts.
 The middle and lower class of the employees working in the companies is of prime importance.
Particularly the job satisfaction of this class is a key to the success of the company.
RIGHT OF SHAREHOLDER BY SECP IN PAKISTAN

Basic Shareholders Right:
When you buy a share from company, you become an owner of that company. Under company Act, too
have certain right for ownership of company. Some rights relates to financial aspect of owing shares,
some relates to the communication between shareholders and the company, including the action you
can take to make your views known the company performance and actions.
 Right to the offer of shares by the company at the time of more issue of shares;
 Right to receive dividend;
 Right to participate and vote in general meeting;
 Right to elect and remove directors;
 Right to contest election to the position of directors;
 Right to appoint auditors and fix their remuneration;
 Right to receive residual asset at the time of winding of the company;
 Right to have different periodical reports; and
 Right to have access of certain information of the company.
Important Right of Shareholders:

Holding Your Shares:
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A share represents a part of capital of the company that you have a right of vote in the company and
your name is entered in the registered member. The liability of shareholder in the company is limited to
the nominal share value which means that the only risk you have to losing his initial outlay, at the event
of winding up of the company.
Right to Receive Share Certificate on Allotment:

The share certificate constitutes the documentary evidence of the title of share. The company issues the
share certificate on allotment of shares within ninety days of allotment. In case of maintain an account
in central depository; shares are to be required registered to the name of the shareholders within five
days. [Section 75 of the Ordinance]
Right to Receive Duplicate Share Certificate:

The shareholder has right to apply for the duplicate issue of share certificate from the company, if he
lost, mutilated or torn. The company after conducting an enquiry of the fact either issues the certificate
within forty five days or communicate refusal of the application within thirty days.
Right to the Transfer of Share:

The share transfer required to be registered and share certificated duly transferred in favor of the
transferee are to be issued within forty-five days from the date of the application for transfer of shares.
Transfer deeds are accepted but the directors and entered into the register of members of the
company. In case of account in central depository, transfer is registered within five days.
In case, transferee is a central depository, the refusal shall be made within five days. If shortcoming is
pointed out, the transfer may again be re-lodged after removal of the shortcoming. [Section 76 to 79 of
the Ordinance]
The shareholders have been provided a right to make an appeal to the Commission against refusal of
shares by the company within sixty days of refusal. The Commission has the power to order the
company to register the share transfer after giving reasonable notice and opportunity of hearing, which
is required to be implemented by the company within fifteen days. [Section 78-An Ordinance]
Right Issues – A Right in Capital Increases:

From time to time, a company may wish to issue further capital. As s shareholders you have a pre-
emptive right to participate in a right issue. This is where the company asks existing shareholders if they
want to buy new shares in the company, in proportion of the existing shares held by each member,
irrespective of the class of shares. Such offer is made by a notice sent to members specifying the
number of shares to which the member is entitled and prescribing time limit within which if offer not
accepted will be deemed to be declined. [Section 86(1), (3) of the ordinance]
If they decline to subscribe for the further issue or make no response to the issue, the directors may
allot the shares to that extent, as they deem fit. [Section 86(1) of the ordinance]
Right to be informed On, And Approved Variation of Shareholder’s Rights:

Variation the rights means abrogation, revocation or enhancement of the rights of the shareholders.
Such variation is effected by an amendment in the Articles of Association, regarding the rights of the
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shareholders, in the manner provided under Section 28 of the ordinance. 1/10th of the class of
shareholders aggrieved by the variation of rights can file petition before the High Court for an order
cancelling the resolution, within thirty days of the date of resolution varying their rights. [Section 108 of
the ordinance]
Right to a Share in the Profits- Dividends:

As shareholders, you have a right to a share in the company’s earnings. This is called dividend and is the
share in net profits that is distributed to shareholders. If you hold “preference shares” you will get a
fixed dividend, which will take priority over payments of dividend to ordinary shareholders.
The board of directors recommends the dividend, and submits the same to the shareholders for
approval in its general meeting. Dividend is declared by the members in a general meeting, being a part
of the meeting’s agenda. As per law, where the dividends stands declared, the company cannot with-
hold or defer its payment and is responsible to make the payment within forty-five days of declaration in
case of a listed company and within thirty days in case of any other company. [Section 248 to 251 of the
ordinance]
Attending The Company’s Annual General Meeting:

Every must hold an annual general meeting once a year. Shareholders whose names are on the register
have the right to attend such meetings and they must be sent a notice of the meeting at least 21 days
before the date fixed for the meeting. [Section 158 of the ordinance]
Participation In A Company’s General Meetings:

Shareholders should be informed of the rules, including voting procedures, which govern general
meetings. Shareholder should be given:
 Sufficient and timely information about the date, location and agenda, including the issues to be
decided at the meeting. Notice of the general meeting, specifying the days, time and place of
the meeting and a statement of the business to be transacted with all material facts, is required
to be sent to every member of the company, at least 21 days before the meeting. Where any
business other than ordinary business that is any special business is to be material facts
concerning such business, including in particular the nature and extent of the interest of any
director, is also enclosed with the notice. [Section 158(3), 159(7), 160(1) (a) (b) of the ordinance]
 Opportunity to place items on the agenda of meetings, subject to reasonable limitations.
[Section 164 of the Ordinance]
Call an Extraordinary General Meeting (E.O.G.M] :

Extraordinary general meetings are simply company’s meetings, other than annual general meeting and
the statutory meeting. Directors often have to call them to transact special business and to consider any
matter that requires the approval in a general meeting. Shareholders, representing not less than one-
tenth of the voting power, have the right to force the board to call an extraordinary general meeting by
making a requisition.
16
If the directors do not proceed within 21 days from the date on which the requisition is deposited, to
cause a meeting, the shareholders may themselves call the meeting which is required to be held within
three months of the date of requisition and claim back their expenses. [Section 159 of the ordinance]
Placing Items on the Agenda of a Meeting:

A copy of draft resolutions to be placed in a company’s general meeting other than routine and
procedural resolutions is required to be sent to each member along with the notice of the meeting. The
members having not less than 10% shares of the voting rights can also propose a resolution and submit
it to the company. In case of a meeting requisitioned by the members, the draft resolution is forwarded
in order to reach the company, along-with the requisition and in case of any other meeting at least 15
days prior to the meeting. [Section 164 of the ordinance]
Special Resolutions At A Company’s General Meeting:

Under the companies ordinance, 1984, a special resolution is a resolution which is passed by majority of
not less than three-fourths of such members entitled to vote as are present in person or by proxy at a
general meeting and a 21 days prior notice of which has been sent to all shareholders, specifying the
intention to propose a special resolution. [Section 172(3) of the Ordinance]
Right to Seek Court Declaration to Invalidate the Proceedings of a General Meetings:

The members having at least 10% of the voting powers in the company, for any material defect or
omission in the notice or irregularity observed in the proceeding of a general meeting, which prevented
members from using effectively their right, may file a petition in the court within thirty days of such
meeting. The court may declare the proceedings of such a meeting as invalid and direct holding of a
fresh general meeting. [Section 160A of the Ordinance]
Shareholders Voting Rights:

Shareholders are asked by the company to vote on important matters, which affect the company.
Shareholders should carefully consider the decision to benefit from exercising their voting rights. Every
shareholder has votes proportionated to the paid up values of shares carrying voting rights held by him
according to the entitlement of the class of such shares. However, at the voting through show of hands,
every member, present for the time being, has one vote.
No member holding shares carrying voting rights shall be deemed from casting his vote, nor shall
anything contained in the articles have the effect of so debarring him. [Section 160(5) of the ordinance]
Right to Appoint the Proxy:

The shareholders can cast their votes personally at a company’s meeting. However, any shareholder
entitled to attend and vote at a meeting can appoint another person as his proxy to attend and vote in
place of him. [Section 160(d) of the ordinance]. A shareholder is not entitled to appoint more than one
proxy for any one meeting. A proxy must be a shareholder unless the articles of the company provides
otherwise. The notice of a meeting must specify the shareholder’s right to appoint a proxy and the rights
of such a proxy as to attending and voting at a meeting. A proxy form must accompany such notice of
the meeting.
17
Every shareholder having rights has a right to inspect all proxies lodged with the company during the
business hours of the company. [Section 161 of the Ordinance]
Right to Demand a Poll on Any Resolution:

Voting to be show of hands in first instance. However, the chairman of the meeting shall order for poll,
before or on the declaration of the result of the voting on any resolution on a show of hands, either on
his own motion or on a demand made in this behalf by the following person(s):
In Case Of Public Company, By At Least Five Members;

In case of privates company, by one member, present in person or by proxy, if not more than seven such
members are personally present, and by two members present in person or by proxy, if more than
seven such members are personally present; and
By any member or members present in persons or by proxy and having shareholding aggregates.
Right to Request For a Certified Copy of the Minutes of Any General Meeting:
Shareholders have a right to request for a certified copy of the minutes of any general meeting on
payment of such amount, not exceeding the prescribed amount, as may be fixed by the company.
[Section 173(7) of the Ordinance]
Right to Apply To the Commission to Call Overdue General Meeting:

If the company fails to hold its annual general meeting, statutory meeting or extraordinary general
meeting, within the prescribed period under the ordinance, the member of the company can apply to
the commission for direction to the company for holding the overdue general meeting. [Section 170 of
the ordinance]
Right To Appoint And Remove Auditors:

Auditors are external accountants appointed by the company to check its financial statements. The
directors appoint first auditor or auditors within sixty days of incorporation, subject to certain
provisions, who stands retired at the conclusion of the first AGM.
The remuneration of the auditor or auditors appointed by the members is also fixed by the members in
the general meeting. Members can remove the auditor or auditors through passing of special resolution
in a general meeting in accordance with the procedure laid down. [Section 252 of the Ordinance]
Right to Contest For Election to the Board of Directors:

A member has the right to contest for election as s director of a company, subject to basic conditions for
the office of directorship of the company. [Section 187 of the Ordinance]
Right To Elect And Remove Directors:

Shareholders have a right to elect the directors. The shareholders, as owners of the company, elect the
directors to run the business on their behalf, and hold them accountable for their acts. First directors are
usually appointed by virtue of Articles of Association or otherwise, all the subscribers are deemed to be
18
directors of the company. They shall hold office until the holding of first AGM. Subsequent directors are
elected in the AGM of the company for periods of three years. [Section 178 of the Ordinance}
The shareholders can also remove directors by passing a resolution in a general meeting. [Section 181 of
the Ordinance]
Right to Apply To the Court for Declaration of Election of Directors as Invalid:

The members having not less than twenty percent of the voting power in the company can make an
application to the court within thirty days of the date of the election for declaring the election of all
directors or any one or more of them, as invalid [Section 179 of Ordinance]
Right To Receive, Or Obtain Copies Of Annually Account:

Shareholder of a company of also entitled to obtain copies of audited financial statements along-with
auditor’s report and director’s report, on payment of such amount as fixed by the company. [Section
243 of the Ordinance]
Right to Obtain the Copies of Memorandum and Articles of Association:

Shareholder also have a right to obtain the copies of memorandum and articles of association of the
company, on payment of such sum, not exceeding the prescribed amount as may be fixed by the
company, within fourteen days of the application. [Section 35 of the Ordinance]
Right to Inspect Company Documents and Returns:

As such, no members have a right of inspecting books of account of a company. Various such rights, as
provided under the Ordinance are as under:
 Right to inspect the register of directors or officers of a company [Section 205 of the Ordinance];
 Right to inspect the contracts, arrangements and appointment having directors interest [Section
219 of the Ordinance];
 Right to inspect the copies of instruments creating mortgages and charges and company’s
register of mortgages [Section 136 of the Ordinance];
 Right to inspect various registers regarding members, debentures holders, etc. [Section 150 of
the Ordinance];
 Right to inspect auditor’s report [Section 256 of the Ordinance];
 Right to inspect register of transfer of shares or debentures, and [Section 76 of the Ordinance]
 Right to inspect the books containing the minutes of proceeding of the general meeting.
[Section 173(6) of the Ordinance]
Right to Apply To Court for Rectification of Register of Members:

The member or debenture holder of the company may apply to the court for rectification of the register
of members or debentures holders, where
The name of any persons is fraudulently or without sufficient causes entered in or omitted from the
register, or
19
Default is made or un-necessary delay takes place in entering or omitting the name of a member or
debenture holder. [Section 152 of the Ordinance]
Right to Apply For an Investigating Into the Affairs of the Company:

The member holding at least one-tenth of the total voting powers, in the case of a company having
share capital, and at least one-tenth of the company’s members, in case of the other companies, may
make an application to the commission, for ordering an investigation into the affairs of the company.
Right to Lodge a Complaint with the Registrar for Prevention of Oppression and
Mismanagement:
Any member or members having not less than twenty percent of the paid up capital of the company
may lodge a complaint with the registrar that the affairs of the company are being conducted or likely to
be conducted in an unlawful or fraudulent manner or in a manner not provided in memorandum or in a
manner oppressive to members or prejudicial to public interest. [Section 290 of the Ordinance]
Right to Residual Assets at the Time of Winding Up:

Winding up of company refer to the process where by all the affair of the company are wound up all its
asset s realized its liabilities paid off and the balance, if any , is distributed to it shareholder in
proportion to holding in the company. It is a basic right of the shareholder of a company to receive their
share of residual asset at the time of winding up in proportion to their holding in the company
Right of Joint Shareholders:

 Participation In Meeting:
Although the notice of general meeting all served to only senior or first named joint shareholder but the
joint shareholder are individually entitled to take part in the company’s general meeting.
 Voting And Quorum:
Ant shareholders present at a meeting is entitled to exercise voting power and will be conducted for
quorum. But only one of the several joint holders will be entitle to exercise voting power
A part for this right, the company makes its own provision in its article; provide that such provision is not
repugnant to the provident to the Ordinance.
Right of Minority Shareholder:

Minority shareholder means shareholder together holding less than 20% of the equity of the share
capital of the company the minority shareholder are protected by the same right, as provided under
varies provision of the Ordinance and receive equitable treatment other share holder
The minority also right to get the company would up by the court if that feel that the company is
conducting its business in a manner oppressive to them. [Section 305 of the Ordinance]
20
In Which Extent Coca Cola Amatil’s fulfill The Rights of Shareholders in the
Company?
The rights of Coca-Cola Amatil’s shareholders are detailed in Coca-Cola Amatil’s Constitution. Those
rights include electing the members of the Board. In addition, shareholders have the right to vote on
important matters that have an impact on Coca-Cola Amatil. To allow shareholders to effectively
exercise these rights, the Board is committed to ensuring communication to shareholders is of high
quality, the information is relevant and useful, and it is communicated in a timely manner. To this end,
Coca-Cola Amatil gives shareholders the option to receive communications from, and send
communications to, Coca-Cola Amatil and its Share Registry, Link Market Services Limited, electronically.
Coca-Cola Amatil’s shareholders are encouraged to make their views known to Coca-Cola Amatil and to
directly raise matters of concern. The views of those parties are shared with the Board on a regular
basis, both by the Chairman and management. Shareholders are encouraged to attend Coca-Cola
Amatil’s AGM and use this opportunity to ask questions. The Board encourages shareholders to
participate by, amongst other things, allowing shareholders to ‘direct vote’ and making available a
recording of the AGM (including the Chairman’s and Group Managing Director’s addresses) and video
presentations made from time to time on Coca-Cola Amatil’s Website. The AGM will remain the main
opportunity each year for the majority of shareholders to make comments and to question the Board
and management. The external auditor attends the AGM and is available to answer shareholder
questions about the conduct of the audit and the preparation and content of the auditor’s report.
CORPORATE SOCIAL RESIPONSIBILITY

CSR is a self-regulating business model that helps a company be socially accountable_ to itself, its
stakeholders, and the public. By practicing corporate social responsibility, also called corporate
citizenship, companies can be conscious of the kind of impact they are having on all aspects of social
including economic, social, and environmental. To engage in CSR means that, in the normal course of
business, a company is operating in ways that enhances society and the environment, instead of
contributing negatively to them.
Coca-Cola proudly serves more than 200 countries and territories from around the world, and Corporate
Social Responsibility (CSR) is at the core of our business in each one of them.
At Coca-Cola, CSR is part of our commitment to establishing sustainable communities. Did you know that
we give back at least 1% of the Company’s operating income annually to various programs, initiatives
and causes? In 2014 alone, we gave back $126 million, or 1.3% of our operating income, which was
invested in active and healthy living initiatives, water stewardship programs, education, women’s
empowerment, humanitarian and disaster relief programs, to name a few.
Here in the Middle East, we have launched a number of campaigns as part of our corporate citizenship
program. These range from supporting university students who are hoping to become entrepreneurs
through our ‘Ripples of Happiness’ program, to providing refugees in the region with clean drinking
water, through the Area ‘Price of Water’ campaign that we launched in 2014.
Coca-Cola Amatil is committed to making a distinctive and positive contribution to the world in which
we live. This means that with each decision we seek to deliver the best outcomes for our people,
consumer choice and wellbeing, our environment, our communities as well as our shareholders.
21
Coca-Cola Amatil’s sustainability framework focuses on four pillars:
 Our People
 Wellbeing
 Environment
 Our Community
The purpose of the Board Risk & Sustainability Committee is to assess the effectiveness of Coca-Cola
Amatol’s risk and compliance management framework. Specifically the Committee is responsible for:
 reviewing all of Coca-Cola Amatil’s key risks to confirm the effectiveness of Coca-Cola Amatil’s
risk management system, including the review of:
 Coca-Cola Amatil’s overall risk profile; and
 strategies to mitigate material risks across Coca-Cola Amatil;
 reviewing and monitoring compliance with Coca-Cola Amatil’s legal and regulatory
responsibilities, internal policies and industry standards;
 approving Coca-Cola Amatil’s policies and standards which reflect on Coca-Cola Amatil’s
reputation; and
 Reviewing and monitoring social and reputational issues that may have an impact on Coca-Cola
Amatil. Coca-Cola Amatil’s Risk & Sustainability Committee is chaired by Catherine Brenner and
includes Ilana Atlas, John Borghetti, Martin Jansen, Krishnakumar Thirumalai and Mark Johnson.
Management decisions in relation to sustainability are made by the Group Managing Director, Group
Leadership Team and individual members of management who have direct authority. Across the Group
functions and within each Business, our health, safety, supply chain, environment, human resources,
procurement, and public affairs, communications and sustainability teams are responsible for the day-
to-day implementation, management, monitoring and reporting of specific initiatives. The sustainability
governance model is represented in the diagram to the right. The pillars of our sustainability framework
are broken down into focus areas, based on materiality to long-term business sustainability as illustrated
in the Sustainability Framework diagram to the right.
22
1. OUR PEOPLE
OUR COMMITMENT:
At Coca-Cola Amatil we know that our success as an organization depends on our people. We are proud
of our culture and values, and the distinctive and positive contribution our people make to the world we
live in. Across diverse regions and Businesses, we focus on attracting, developing, retaining and
engaging people who bring different experiences, thinking, attitudes, opinions, and ideas. We also focus
on keeping them safe, well, and supported. Human rights have always been a priority, and with the
launch of our Human Rights Policy in 2017, we have ensured that our commitment is clear, particularly
our commitment to our own people.
Our overall commitment to, and expectations of, our people has been brought together in our People
Pact which is statement of what we will achieve together. It is structured around the things our people
have told us matter most to their engagement and our organizational success. These include: Our Vision
and Strategy, Our Values, Leadership, Our Contribution, Our Brands, and celebrating our only atamatil
moments. The People Pact brings all of these aspects together and celebrates the concept of “together
we will”.
 HEALTH, SAFETY AND WELLBEING
2017 PERFORMANCE
 Tragically, one of our colleagues died last year due to a vehicle incident at our Cibitung facility in
Indonesia. Our response to this incident has been immediate and comprehensive.
 Employee injuries across the Coca-Cola Amatil Group increased by six per cent compared to the
prior year, but reduced by 73 per cent since the baseline year of 2012
 Total Recordable Injury Frequency Rate (TRIFR) increased slightly by four per cent compared to
the prior year, but has decreased 65 per cent since 2012
23
 Decreased Lost-Time Injuries Frequency Rate (LTIFR) 35 per cent since 2012, with no change
year-on-year
 24,631 instances of participation in employee wellbeing programs across the Coca-Cola Amatil
Group
 Introduced and continuing to expand the Coca-Cola Amatil Contractor Management System
(Beakon) across the organisation, with data for over 30,000 contractors and 2,600 contracting
companies now ‘live’ in the system.
OUR PROGRESS:
In 2017 we continued our focus on making Coca-Cola Amatil a safer place to work, committed to
building a zero-harm and positive wellbeing culture, engaging workers to report hazards, and
encouraging our leaders to proactively participate in safety activities. We benchmark our performance
against prior year and also 2012 when we made significant advances in safety data collection and review
processes. Loss of Life Tragically, one of our colleagues died last year due to a vehicle incident at our
Cibitung facility in Indonesia. Such a loss of life in the workplace is unacceptable and our response to this
incident has been immediate and comprehensive. A full independent investigation was conducted, and
corrective actions implemented on-site and shared across the organization. Our condolences go the
family and friends of our colleague, and we also worked with our people at Cibitung to assist them after
this traumatic incident.
 DIVERSITY, ENGAGEMENT AND HUMAN RIGHTS
2017 PERFORMANCE:
 The appointment of Ilana Atlas as Chairman of the Coca-Cola Amatil Board in May 2017 and
Alison Watkins’ ongoing leadership as Group Managing Director demonstrates our commitment
to recognizing capability and championing diversity
 Continued to improve gender diversity, achieving representation of women of 31 per cent at
Senior Executive level1 and 37.5 per cent at Board level
 Coca-Cola Amatil New Zealand awarded Best Employer in Australia and New Zealand for the
second year in a row
 Conducted our second comprehensive gender pay equity review showing we pay market rates
for roles independent of gender
 Introduced our People Pact and Human Rights Policy confirming our commitment to diversity
and inclusion
OUR PROGRESS:
Diversity & Inclusion:
We know the value of attracting, developing, and retaining a diverse team of people who bring different
experiences, thinking, attitudes, opinions, and ideas. In 2017 we continued to build organizational
diversity and an inclusive culture, reflective of the markets and communities in which we operate. In
2017 we set fresh objectives for Diversity and Inclusion through to 2020. These objectives consider our
business environment and support maintaining an appropriate focus on equality of opportunity as well
as gender balance across all our geographies and Businesses. In addition to having at least 30 per cent of
Board, Senior Executive, and Management positions held by women, the 2020 goals are:
24
 Achieve gender balance in leadership and talent development
 Increase depth and breadth of representation of women across all functions and Businesses,
particularly in operational and sales roles
 Maintain equality in pay and conditions
 Have no statistically significant gaps between the levels of engagement for women and men
across the Group
 Mainstream flexibility across Australia and New Zealand, and extend to other geographies to
enable employees to balance lifestyle goals and commitments.
Engagement:
Building employee engagement continues to be a priority across Coca-Cola Amatil. We know that an
engaged workforce who believe in our future, are connected to our strategies, confident in our leaders
and proud to be a part of Coca-Cola Amatil are critical to the delivery of our priorities. In 2017 we
conducted our fourth annual engagement and insights survey across the Group. Ninety per cent of our
people participated in the survey, which measures both engagement and the critical factors of the
employee experience at Coca-Cola Amatil. According to our people’s feedback, our enduring strengths
are safety, advocacy for our brands and pride in being a part of Coca-Cola Amatil.
2. WELLBEING
OUR COMMITMENT:
The wellbeing of our consumers – physical, mental and social – is at the heart of our vision to delight
millions of consumers every day. We are open and responsive to changing consumer tastes and
preferences and aligned with global health guidelines and United Nations Sustainable Development
Goals. We will offer choice and information. We will measure the sugar intensity of our non-alcoholic
beverages portfolio in all countries of operation and reduce total sugar intensity by 10 per cent in
Australia and New Zealand.1 We will also have the nutrition and responsible consumption information
that our consumers want, conveniently available.
We will also increase choice in all product categories and build on our commitment to responsible
marketing, and promotion of consumer awareness of the impact of their choices on health and
wellbeing. To achieve this vision we will work closely with our partners, industry experts and our
customers and start to measure, set targets and report on our wellbeing initiatives. We are successful
when we have a diversified and growing consumer base that enjoys our products regularly and in the
right amount, who can make confident choices and who trust our brands.
 CHOICE
2017 PERFORMANCE:
 Together with Coca-Cola South Pacific and Coca-Cola Oceania reduced sugar and kilojoules
through reformulations of 22 non-alcoholic beverage products in Australia and six products in
New Zealand since 2015
 With Coca-Cola South Pacific and Coca-Cola Oceania launched Coca-Cola No Sugar in Australia
and New Zealand, our biggest launch of a new Coca-Cola in the last decade
25
 Launched affordable small sparkling range in Indonesia, with a 250ml size of Coca-Cola, Fanta,
and Sprite, and also the health-focused Minute Maid Nutriforce, featuring eight vitamins and
three minerals
 Introduced and continued to expand the availability of lower carbohydrate or lower alcohol
options such as Vonu Export, Rekorderlig Low Sugar cider, Miller Chill lager, Jim Beam Black, and
Jim Beam Devil’s Cut Continued the rollout of SPC Proventil and Perfect Fruit ranges.
OUR PROGRESS:
We are focused on ensuring that our beverage and food product portfolio, product development
program, and ranging and distribution strategy are responsive to growing consumer desires for choice.
We are committed to World Health Organization Guidelines on recommended daily intake of added
sugar and agree that too much sugar and excess kilojoules are not good for anyone. We are working to
ensure that people have options in terms of product formulations and pack sizes in front of them when
they make their selection, with a suitable beverage option for every occasion and a nutritious, high-
quality food range. We support The Coca-Cola Company's Nutrition Guidelines. These are based on the
national guidelines and targets set by leading health authorities, such as the World Health Organization,
setting targets for new formulations on energy, sugar, total fat, saturated fat, protein, sodium and
caffeine, and providing guidance of having less than or equal to 7.9g sugar per 100ml, excluding 100 per
cent fruit juice. We have made a commitment in 2017 to measure the sugar intensity1 of our non-
alcoholic beverages portfolio in all countries of operation and reduce total sugar intensity by 10 per cent
in Australia and New Zealand between 2016 and 20202. We believe that this measure most accurately
reflects how our portfolio is changing over time in response to consumer choices and health
professional expectations and guidance.
In New Zealand Non-Alcoholic Beverages
 Since 2015 we have worked with Coca-Cola Oceania to reduce sugar and kilojoules by
reformulating six products, and in 2017 we launched the following products with no- or reduced
sugar:
 Coca-Cola No Sugar was our biggest launch of a new Coca-Cola in the last decade
 Limited edition Coca-Cola Raspberry, which has 25 per cent less sugar compared to Coca-Cola
Classic
 New Zealand’s number one juice brand Keri launched Keri 50 per cent Less Sugar Fruit Drink
with half the kilojoules and sugar from fruit juice compared to regular Keri Everyday Juices and
Fruit Drinks
 Deep Spring Light, which is a carbonated fruit drink sweetened with stevia and juice
 Barista Bros Mocha has 28 per cent less sugar compared to Barista Bros Iced Coffee Fanta
Grape with a 23 per cent reduction in sugar compared to original Fanta Grape recipe
 PowerAde ION4 with a 20 per cent reduction in sugar compared to original Powerade recipe
 Sparkling Duet Raspberry with an 18 per cent reduction in sugar compared to original Sparkling
Duet Raspberry recipe
 Fanta Raspberry with an 18 per cent reduction in sugar compared to original Fanta Raspberry
recipe
 Keri Kids as Keri Fruity Drink with 30 per cent reduction in sugar.
26
 Our small packs are available in 95 per cent of grocery stores, 100 per cent of petrol stations and
83 per cent of convenience stores.
 INFORMATION
2017 PERFORMANCE:
 Continued our commitment to availability of information for our non-alcoholic beverages via
online product comparison tools and myCCA customer ordering platform, on-pack information
and point-of-sale
 Delivered our commitment as a signatory to the Responsible Children's Marketing Initiative in
Australia, and New Zealand’s Voluntary Schools Agreement, and our alignment with The Coca-
Cola Company’s Responsible Marketing Policy and Global School Beverage Guidelines
 Continued our focus on demonstrating our quality production processes and facilities in
Indonesia by conducting a free-of-charge Coca-Cola Tour of our manufacturing facilities for over
75,500 members of the public
 Implemented a new Coca-Cola Amatil Group-wide Alcohol Advertising and Marketing
Framework and continued our Australia-wide Responsible Service of Alcohol accredited training
for all employees working with alcohol
 Launched a Designated Driver campaign to help New Zealanders make safe and responsible
choice.
OUR PROGRESS:
Coca-Cola Amatil is committed to providing easy access to information about ingredients and
recommended serving sizes for products. We aim to equip our consumers with the awareness and
information they need to make confident choices that are right for them. We market responsibly and
are extending the coverage of responsible service programs in our region. The quality of our products is
a given. We adhere to all required standards including Food Standards Australia and New Zealand and
the Indonesian Government Regulation No. 28/2004 on security, quality, and nutrition of food. We also
adhere to the stringent quality requirements, including regular audits, of our major brand partner The
Coca-Cola Company. We monitor developments in understanding the health impacts of our products
and ingredients and follow World Health Organization guidelines on food and ingredient safety.
Increasingly our customers, consumers and other stakeholders are seeking information on the
provenance of our ingredients and we are committed to mapping this, including a focus on the extent of
local ingredients supply.
3. ENVIRONMENT
OUR COMMITMENT:
We aim to leave a positive legacy and ensure minimal impact on the environment. We work responsibly
in all we do, seeking to make the right choices now, in a sustainable way, for future generations. Our
commitment is focused where we have the most opportunity to make a difference: water stewardship;
energy management and climate protection; sustainable packaging; biodiversity; and responsible
sourcing. By 2020,1 we will continue to drive water neutrality for non-alcoholic beverages; improve
water intensity for non-alcoholic beverages to achieve no more than 1.95L/L and target a 25 per cent
improvement in water efficiency for alcoholic beverages (compared to 2013) and food; deliver a 25 per
27
cent carbon reduction for the ‘drink in your hand’; ensure that 60 per cent of our energy requirements
come from renewable and low-carbon sources; aspire to packaging neutrality with business case
development for 50 per cent recycled plastic in PET containers in Australia; lead on habitat regeneration
and protection projects; and ensure 80 per cent of suppliers are covered by responsible sourcing
assessments. To achieve this vision we will work closely with partners and environmental experts so that
we can understand and mitigate our impact and be proactive in implementing solutions.
2017 PERFORMANCE:
 Reduced our overall water use across all Businesses in 2017 by 430 megacities, a five per cent
reduction from the prior year
 SPC in Australia delivered water savings in 2017 of over 320 megacities, a 24 per cent reduction
compared to the prior year
 Samoan Vailima brewery reduced water intensity by 18 per cent compared to 20161
 In partnership with The Coca-Cola Company over-achieved our 2020 replenishment goal and
ahead of schedule with almost 4,900 megalitres of water being replenished, equivalent to 161
per cent of non-alcoholic beverages finished product volume in liters.
 WATER
OUR PROGRESS:
Water is of vital importance to Coca-Cola Amatil, whether used directly in our beverages, as a key
processing agent, or as part of our agricultural value chain. We note that water crises have been listed
as one of the top five 'Global Risks to Business' since 2012 by the World Economic Forum.2 We priorities
maintaining sustainable high-quality supplies across our business. In doing so we recognize that access
to high-quality water is also critical for the communities in which we operate, and we take their needs
into consideration when assessing a water source’s sustainability. In 2017 our direct operations drew
7,750 megalitres from many sources across the territories in which we manufacture, with almost 70 per
cent of this coming from municipal water supplies. Compared to 2016 we reduced our overall water use
in 2017 by 430 megalitres, representing a five per cent reduction.
Water Stewardship:
As a manufacturer of diverse products ranging across non-alcoholic beverages, alcohol and food we are
applying the same strict standards in assessing water sustainability to all aspects of our business.
Water Efficiency:
Sustainably sourcing our water is the first step we take; just as important is ensuring we optimize water
efficiency within our factory walls. It is here we have the most direct control and where we can have the
most impact, and we have long had a water efficiency focus whilst managing the production of an
evolving portfolio of food and beverage products.
Our changing product mix impacts our water use, with alcohol, dairy drinks, fruit juices and food
generally having higher water intensity than other non-alcoholic beverages. In addition, we are growing
our business in some countries where additional water treatment is required due to the varying quality
of incoming water.
28
Replenishment:
The final stage in our sustainable use of water is discharging waste water responsibly ensuring the safety
of the receiving environment. In partnership with The Coca-Cola Company, we made a commitment
several years ago to return to nature at least as much water as is in our non-alcoholic beverages by
2020. This commitment was met five years ahead of schedule, and we continued to exceed our
replenishment goals in 2017 with almost 4,900 megalitres of water being replenished, equivalent to 161
per cent of non-alcoholic beverages finished product volume in liters. To achieve this replenishment
goal, all our sites treat their waste water either on-site or discharge to municipal systems, and we meet
or exceed the more stringent of either local regulatory requirements or the requirements of The Coca-
Cola Company. In addition, The Coca-Cola Company and Coca-Cola Amatil operate several water
replenishment projects to provide additional high-quality water to communities, waterways and
habitats. These projects include infiltration wells and watershed protection in Sumatra, Java, Bali and
Papua New Guinea, reforestation projects in various locations in Indonesia and community access
projects which improve water system infrastructure.
 CLIMATE CHANGE AND ENERGY

2017 PERFORMANCE:
 Continued to reduce the carbon footprint of the non-alcoholic ‘drink in your hand’, achieving a
19 per cent reduction in 2017 from 20101
 Reduced overall 2017 manufacturing carbon emissions by 9.4 per cent from 2016 with stand-out
emissions reduction achieved by our Indonesian (13.2 per cent), Papua New Guinea (33.3 per
cent), Samoan (27.5 per cent) and SPC (15 per cent) Businesses
 Achieved emission reductions of 8.5 per cent from 2016 across all non-alcoholic beverages
 Over half of our energy use is now from renewable or low-carbon sources.
OUR PROGRESS:
Carbon Reduction At Coca-Cola Amatil we are committed to ensuring that we are playing our role in
limiting global temperature increases to no more than 1.5 degrees Celsius.2 Our approach to measuring,
managing and reducing our carbon footprint for non-alcoholic beverages is aligned with The Coca-Cola
Company’s commitment to reducing the carbon footprint of the ‘drink in your hand’ by 25 per cent by
2020. In reality this means we are working on reducing the carbon emissions related to each stage in our
non-alcoholic beverage’ lifecycle, from the ingredients that go into making it, the packaging used to
deliver it to our consumers, how it’s manufactured and distributed, and finally how we chill it, to create
the millions of moments of happiness and possibilities for our consumers no matter where they are,
their choice of product, or how they prefer to consume it. We are on track to deliver a 25 per cent
reduction across these stages by 2020 through our focus on the key aspects of packaging, manufacturing
and refrigeration, and have already achieved a 19 per cent reduction at the end of 2017.
Energy Productivity:
Our Australian Beverages Business has continued to roll out major LED lighting installations completing
two sites and is advanced on three more as at the end of 2017. Combined, these projects are calculated
to deliver over 5,800 MWh of saved electricity and average more than an 85 per cent reduction on
current lighting energy use. We are undertaking further work in reducing energy use from boilers at our
29
SPC Shepparton plant and our Yenda brewery in regional New South Wales, with both projects expected
to improve operational efficiency by 12 to 15 per cent.
Low Carbon Energy & Security:
We are aiming to source at least 60 per cent of our manufacturing energy needs from low- and no-
carbon sources by 2020, including natural gas, LPG, wood, direct renewables from on-site sources and
indirect renewables supplied through grid connected power purchase agreements. In 2017 total
renewable or low-carbon energy use was 58.81 per cent.
 PACKAGING NEUTRALITY
2017 PERFORMANCE:
 Mount Franklin 600ml bottle in Australia is now made from 100 per cent recycled polyethylene
terephthalate (rPET), with overall rPET content for our total Australian portfolio in 2017 at 24
per cent
 Continued capability sharing, active engagement, investment and leadership in container
deposit schemes in Australia and Fiji, including 40 years’ experience in South Australia and over
15 years operating Fiji’s Mission Pacific, leading the way on investment in packaging recovery
and recycling
 With consortium partners, appointed as Scheme Co-coordinator, for the New South Wales
Container Deposit Scheme, proactively engaging with government and other stakeholders to
ensure the efficient and effective rollout of the scheme.
OUR PROGRESS:
Our aspiration to achieve packaging neutrality by 2030 is an ambitious one, and we are aligning with
The Coca-Cola Company’s vision of a ‘World Without Waste’ sharing the understanding that every
package has value and life beyond its initial use and should be collected and recycled into another
package or other beneficial use.
Reduce/Replace:
Part of our strategy is to continue to minimize packaging use through better design, light-weighting
where possible, and replacing virgin materials with recycled content in both our primary packaging
(cans, bottles, cups and capsules) and secondary packaging (cartons and shrink-wrapped packs). We
have had significant success in recent years light-weighting our non-alcoholic beverage packaging and
introducing recycled content and in 2017 we achieved another major milestone with the introduction of
a 100 per cent recycled content bottle. Australian-made Mount Franklin 600ml bottles were successfully
trialed and then rolled out with 100 per cent rPET, an important step toward our goal of having greater
rPET across our portfolio. When combined with the light-weighting of the 600ml bottle we have
undertaken since 2000, this bottle has reduced its carbon footprint by a significant 80 per cent. As at the
end of 2017 our Australian PET portfolio has a weighted average recycled content of 24 per cent. In
Indonesia, our Ads Water bottle remains one of the lightest PET bottles on the market globally, and we
continually innovate to reduce the use of virgin materials in all our brands across all our regions.
Recyclability and Recovery:
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Whilst most of the materials used for our packaging – PET, glass, aluminum and cardboard – are
completely recyclable from a technical perspective, we are aware that much work needs to be done on
improving the collection and recycling infrastructure in all countries of operation to ensure that
opportunities for recycling are maximized. This is a global challenge for all consumer goods companies,
and we are committed to continue providing constructive leadership in improving opportunities for the
packaging circular economy to flourish. In Australia, Coca-Cola Amatil continues to leverage 40 years of
experience in the South Australian container deposit scheme, through the wholly-owned subsidiary
Statewide Recycling, working with partners and governments to co-design cost-effective and efficient
packaging recovery solutions nationally.
 BIODIVERSITY
2017 PERFORMANCE:
 Continued to support the Coca-Cola Forest programs in Indonesia with the development of a
third forest in Semarang, Central Java with capacity to supply up to 30,000 saplings per year,
and continuing to hold tree planting and tree donation activities across Indonesia with more
than 139,000 trees being planted in 2017. Our forests provide watershed protection as well as
improve biodiversity. In addition, Coca-Cola Forests provide economic and social benefits,
supporting jobs and income for farmers and communities and acting as hubs for environmental
education programs
 Celebrated 10 years of the Bali Beach Clean Up program, in partnership with Quicksilver
Indonesia, removing more than 35 million kilograms of rubbish and helping to release more than
190,000 baby turtles back to the sea since 2007
 Continued our support of the Mamanuca Environment Society’s Sea Turtle Conservation Project
in Fiji
 Continued to support the design and implementation of container deposit schemes and
packaging return and recovery programs for our glass, aluminium and plastic bottles in
Australia, Fiji, Samoa, and Indonesia to help minimize marine and terrestrial pollution
OUR PROGRESS:
Coca-Cola Amatil runs programs in five countries to support biodiversity. These include long-term
habitat clean-ups, packaging recovery programs to reduce litter and support reuse, forestry projects
including agro-forestry, animal protection and rehabilitation, watershed protection and infiltration well
projects to provide water to communities and environments, environmental education, and
environmental job creation and support. Our progress and key programs in 2017 included:
In Indonesia:
 Celebrating the 10th anniversary of Bali Beach Clean Up program, in partnership with
Quicksilver Indonesia, and the program’s significant achievements including removing more
than 35 million kilograms of rubbish from 9.7 kilometers of shoreline and helping to release
more than 190,000 baby turtles back to the sea since 2007
 Through Bali Beach Clean Up, inspiring and supporting Seminal Beach to create their own waste
management facility to help reduce the amount of rubbish that goes to landfill and increase
recycling
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 Establishing the Coca-Cola Forest Semarang, Central Java which is the third Coca-Cola Forest
established after Lampung, Sumatra in 2014 and Sumedang, West Java in 2015. It combines
programs to both empower our communities through training modules and preserve our
environment through tree planting in water catchment areas. It is designed to allow the local
communities to continue their rice production in our land, while building capacity to diversify.
 Continuing Coca-Cola Forest Fun Learning activities for 240 Zone 11 students in Lampung and
400 students in Semarang, providing lessons in tree planting, composting, and waste
management.
 Providing 19 job opportunities for Zone 1 farmers through Coca-Cola Forest Lampung,
Sumedang and Semarang and 30 additional tree planting job opportunities for local farmers
through ‘Human Asuh Coca-Cola’ (Coca-Cola Foster Forest) program in East Java
 Continuing to actively plant and donate trees across Indonesia with more than 139,000
seedlings being planted in 2017 through the Coca-Cola Forest programs
 Celebrating the 25th Anniversary of City Clean Up activities across eight operational areas, from
Medan, North Sumatra to Bali, while continuing clean-ups in other areas of Indonesia with a
total of 12 tonnes of rubbish removed in 2017. Mobilizing thousands of employees in every
area, the activities were conducted in collaboration with local government, communities, and
top universities such as Institute Pertaining Bogor, Universities Brawijaya, and Universitas
Indonesia.
In Australia:
Continuing to leverage our 40 years of experience in the South Australian container deposit scheme,
through our wholly-owned subsidiary Statewide Recycling, working with partners and governments to
co-design cost-effective and efficient packaging recovery solutions nationally. The New South Wales
container deposit scheme Return and Earn commenced operations in December 2017, with beverage
industry consortium Exchange for Change, which includes Coca-Cola Amatil, being appointed as the
Scheme Co-coordinator. Together with the Northern Territory scheme, there are now three government
mandated container deposit schemes in Australia with Coca-Cola Amatil playing a key role in all. Further
schemes are proposed for Queensland, Western Australia and the Australian Capital Territory and we
will continue to work proactively with partners to deliver well-designed recovery solutions.
In Fiji, Samoa, and Papua New Guinea:
Providing ongoing support for the work of the Mamanuca Environment Society, protecting the marine
and terrestrial environment of the Mamanuca Islands in Fiji. Vonu is the Fijian word for turtle and
therefore it is fitting that Coca-Cola Amatil’s Vonu beer is a proud supporter of the Sea Turtle
Conservation Project in the Mamanuca Islands which is home to four either critically endangered or
vulnerable turtle species.
 RESPONSIBLE SOURCING
2017 PERFORMANCE:
 Assessed 75 per cent of suppliers (by share of spend) using responsible sourcing criteria
 Achieved 95 per cent sustainable sugar supply in Australia and 40 per cent across other
countries
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OUR PROGRESS:
In 2017, 75 per cent of suppliers (by share of spend) were assessed by responsible sourcing assessments
that measure performance against The Coca-Cola Company’s Supplier Guiding Principles or Coca-Cola
Amatil’s Responsible Sourcing Guidelines. Independent third parties conduct these responsible sourcing
assessments. The Coca-Cola Amatil Responsible Sourcing Guidelines cover four key areas of supplier
performance: business ethics, human and workplace rights, the environment, and providing benefits to
communities. Coca-Cola Amatil is committed to fully enforcing these principles and expects our
suppliers to develop and implement appropriate internal business processes to ensure compliance. As
at the end of 2017, we are also pleased to have achieved 95 per cent sustainable sugar supply in
Australia and 40 per cent across other countries. We support the sustainable sugar accreditation
frameworks provided globally by Bonsucro, and in Australia by Smartcane BMP (Best Management
Practice).
4. OUR COMMUNITY
OUR COMMITMENT:
We make a unique, sustained, and valued collective impact on the communities in which we operate.
Our contribution in Australia, Indonesia, Papua New Guinea, New Zealand, Fiji and Samoa delivers
outcomes in partnership with local communities to ensure they are relevant to local development needs
and circumstances. We embrace the philosophy of Gotong royong, 1 or community cooperation, and we
will aspire to contribute the equivalent of one per cent of EBIT and track the impact of this investment
annually and over time. Our contribution includes: Significant philanthropic grants through the Coca-
Cola Australia Foundation and the Coca-Cola Indonesia Foundation as well as the contribution of
dedicated funds from sponsorship and marketing activities to support grassroots sports and community
development initiatives.
Creating a culture that supports employee volunteering, including professional pro-bono services,
employee fundraising and matched workplace giving. Being ready to lend a hand with provision of
water, food, and other aid to people impacted by natural disasters and to support community resilience
beyond the immediate aftermath. Ensuring we leverage our significant business investment in
employment, training, ingredient supply, assets and services so that we can also provide community and
social development benefits wherever possible.
 PHILANTHROPY AND COMMUNITY SPONSORSHIPS

2017 PERFORMANCE:
 Over A$5.8 million1 in cash, product, management costs and volunteering support provided for
over 150 community investment activities across the Coca-Cola Amatil Group. This equates to
0.9 per cent of 2017 earnings before interest and tax (EBIT)
 Coca-Cola Australia Foundation, run in partnership with Coca-Cola South Pacific, contributed
over A$1.1 million in philanthropic grants to 37 partners
 Raised over A$200,000 for Youth line by partnering with Coca-Cola Oceania to hold the 25th
year of the Coca-Cola Christmas in the Park in Auckland and Christchurch
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 In Fiji, supported the largest secondary school sports event in the Pacific, The Coca-Cola Games,
in partnership with The Coca-Cola Company, inspiring the participation of over 50,000
secondary school students
 Delivered, in partnership with the Asian Soccer Academy (ASA) Foundation, Coke Kicks
grassroots soccer training to 307 local soccer coaches and 2,279 participants across 161
communities
 Donated 912,914 kilograms of food and beverages to Foodbank in Australia, which provided
775,900 meals for the vulnerable in our community.
OUR PROGRESS:
The value of our philanthropic and sponsorship activities – cash contributions, product donations,
management costs and volunteering support – has been calculated at a$5.8 million in 2017, with over
150 different activities being supported across the Coca-Cola Amatil Group. Across our Businesses and
countries of operation, Coca-Cola Amatil continues to be a generous and considered benefactor to
philanthropic and grass-roots community organizations. We work closely with key partners, such as The
Coca-Cola Company, customers, brand-sponsored organizations, and community representatives to
ensure that our collective impact is maximized; balancing the need for a structured approach with local
focus and flexibility.
 EMPLOYEE VOLUNTEERING AND GIVING

2017 PERFORMANCE
 Donated more than A$125,000 to over 20 charities through the SPC and Coca-Cola Amatil
Matched Workplace Giving Programs
 Over 90 employees in Australia used their annual one day of paid volunteering leave to support
community activities and charities, including school volunteering, local clean-ups, bush and
beach rehabilitation, and provision of emergency services
 Supported more than 100 programs, charities and events with employee volunteering and
fundraising across the Coca-Cola Amatil Group with over A$100,000 being raised for the
Cerebral Palsy Alliance September
 Launched the CSR1 Passport for Indonesian employees, allowing them to collect stickers that
can then be redeemed for prizes, when they participate in a Company-supported volunteer
activity.
OUR PROGRESS:
The value of our philanthropic and sponsorship activities – cash contributions, product donations and
volunteering support – has been calculated at A$5.8 million2 in 2017, with over 150 different activities
being supported across the Coca-Cola Amatil Group. We have generous and community minded
employees and we will continue to build a culture across the Coca-Cola Amatil Group that supports
employee giving and volunteering. Not only does volunteering and charitable giving provide benefits for
the giver, 3 it also supports employee engagement and team-building, particularly when activities are
shared with colleagues. We are also improving systems for tracking and reporting on the amount and
impact of our volunteering.
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Our approach covers four aspects:
 Encouraging & Supporting Volunteers: Continue to encourage employee volunteering and

embrace the concept of gotong royong4 for all our employee volunteering and community
activities. We offer one day of paid volunteering leave in Australia to all full-time employees,
together with workplace flexibility, to meet community volunteering commitments
 Sharing Professional Expertise: We understand that for many of our charity partners, the
provision of professional, pro-bono, expertise and support is extremely valuable, and we will
seek opportunities to expand the provision of this type of support
 Matched Workplace Giving: Continue to offer Matched Workplace Giving to Australian
employees, with the total matched amount available being over A$100,000,5 and evaluate
opportunities to build employee access to this in other countries
 Supporting Fundraising: Continue to support employee-led initiatives for fundraising to help
build our culture of employee giving and volunteering.
 DISASTER RELIEF AND RESILIENCE

OUR PROGRESS:
We operate in regions of great natural beauty and resources, but each year there are risks of natural
disasters such as floods, fires, cyclones, major storms and earthquakes. We set aside funding in annual
budgets in readiness for any disasters that may impact our communities and employees, and aim to
support locally empowered, well-coordinated first responder aid, utilizing our significant product
logistics network, as well as providing ongoing support for community resilience beyond the immediate
aftermath. We are pleased to note that compared to the previous year, 2017 saw fewer and, taken
altogether, less destructive natural disasters in our areas of operations. Nevertheless, we were called
upon and responded with significant additional support to communities impacted by floods, fires,
cyclones, major storms and earthquakes.
This included:
In Australia: Donated Pump and Mount Franklin bottled water to the Queensland State Emergency
Service to assist with managing the response to Cyclone Debbie, and to firefighter and emergency
services around the country — In New Zealand: Donated Pump bottled water to the Kaikoura and
Christchurch communities impacted by earthquake and fires — In Indonesia: Provided safe and fresh
hydration via 24,000 bottles of Ades water and Minute Maid Apple Crush for victims of the Mount
Agung Eruption, Bali and floods across Java.
 BUSINESS FOR DEVELOPMENT

OUR PROGRESS:
The value of our philanthropic and sponsorship activities – cash contributions, product donations and
volunteering support – has been calculated at a$5.8 million in 2017, with over 150 different activities
being supported across the Coca-Cola Amatil Group. We know that some of the main ways we make a
difference in communities is by ensuring we leverage our significant business investment and capability
35
in employment, training, ingredient supply, assets, and services so that we can also provide community
and social development benefits wherever possible. We continue to work with suppliers, customers,
partners, and governments to ensure our broader economic impact is understood and maximized.
Zone 1 Local Community Development:
In 2017 we funded several programs focused on the communities closest to our operations. We call this
‘Zone 1’, defining it as the region within 10km of a factory, warehouse, or commercial office. These
programs included:
 In Indonesia, supporting the education of 115 economically marginalized students in Zone 1

areas that demonstrate good academic standing and the right aptitude to pursue higher
education
 Delivering organic and hydroponic training to women to help generate income and increase
quality of life through programs such as Desha Mandiri Lestari.
 Continuing the Indonesian Coca-Cola Forest suite of Zone 1 programs including fun learning
activities for 640 students in Lampung and Semarang, and providing 50 job opportunities for
farmers through Coca-Cola Forest activity in Sumatra and Java
 Through the Coca-Cola Foundation Indonesia, engaging with four schools in Semarang Regency,
Central Java to improve sanitation facilities and provide hygiene education, encouraging the
development of healthy behaviors for 1,244 students and 80 teachers
 Providing free medical services for the community members and support for infrastructure, such
as clean water facility installation in Cibitung and Bali, Indonesia
 In Shepparton, Goulburn Valley, Australia, SPC’s continuing support of SPC Kids Town, a local
eight-hectare playground and picnic facility with mazes, train rides, gardens, and function
centres, and SPC matched payroll giving for United Way, a collaboration of local charities in the
Goulburn Valley community
 Australian Beer Company’s supporting of local grassroots sporting organisations and events
including the Yenda Tigers Football team, Blue Heelers Rugby League team, Tolland Open cycling
event in Wagga, and Leeton Rugby Club’s Grand Final. Additional philanthropic support for
Ronald McDonald Foundation House Balls in Wagga Wagga and Bathurst, and Griffith Can Assist,
a local community program.
2017 PERFORMANCE:
 Continued our Zone 1 programs in Indonesia providing education and development programs to
over 2,000 students, and employment and economic opportunities for more than 200 farmers,
women, and young people
 SPC and Australian Beer Company continued their strong association with their local Goulburn
Valley and Yenda communities, in Australia, including SPC’s support of Ganbina’s Indigenous
School-to-Work transition program
 Worked with Reconciliation Australia to develop a Coca-Cola Amatil Reconciliation Action Plan
with a view to continuing to develop the plan in 2018
 Spent A$1.2 million with social enterprises in Australia supporting employment opportunities for
disadvantaged groups
36
 10 years of the Grinders and Fairtrade partnership resulting in over A$1.1 million of
contributions to disadvantaged coffee-growing communities
 Helped empower women in Papua New Guinea through establishing Coke Kiosks in partnership
with the Coca-Cola Company.
CUSTOMER PROTECTION ACTS IN PAKISTAN

Part I
PRELIMINARY
 This Act may be called the Punjab Consumer Protection Act 2005.
 “consumer” means a person or entity who–
(i) buys or obtains on lease any product for a consideration and includes any user of
such product but does not include a person who obtains any product for resale or
for any commercial purpose; or
(ii) hires any services for a consideration and includes any beneficiary of such services;
Part II
LIABILITY ARISING FROM DEFECTIVE PRODUCTS
Liability for Defective Products.
(i) The manufacturer of a product shall be liable to a consumer for damages proximately caused by
a characteristic of the product that renders the product defective when such damage arose from
a reasonably anticipated use of the product by a consumer.
(ii) A product shall be defective only if–
 it is defective in construction or composition as provided in section 5;
 it is defective in design as provided in section 6;
 it is defective because an adequate warning has not been given as provided in section 7; and
 It is defective because it does not conform to an express warranty of the manufacturer as
provided in section 8.
Defective in Construction or Composition:
A product shall be defective in construction or composition if, at the time the product was
manufactured, a material deviation was made from the manufacturers’ own specifications, whether
known to the consumer or not.
 Defective in Design:
(i) A product shall be defective in design if, at the time the product left its manufacturer’s control–
 there existed an alternative design for the product that was capable of preventing the damage
to a consumer; and
 The likelihood and gravity of damage outweighed the burden on the manufacturer of adopting
such alternative design and any adverse effect of such alternative design on the utility of the
product.
37
(ii) When the manufacturer has used reasonable care to provide adequate warning to the users or
handlers of the product, it shall be considered in evaluating the likelihood of damage arising
from the design of a product.
Defective Because Of Inadequate Warning:
(i) A product shall be defective if an adequate warning about the product that it possessed a
characteristic that could cause damage, has not been provided at the time the product left its
manufacturer’s control or the manufacturer has failed to use reasonable care to provide an
adequate warning of such characteristic and its danger to users and handlers of the product:
Provided that a manufacturer shall not be required to provide an adequate warning about his
product when–
 the ordinary user or handler of the product could know, with the ordinary knowledge common
to the community, that the product has dangerous characteristics which could cause damage; or
 The user or handler of the product already knows or should be reasonably expected to know
that the product has characteristics which were dangerous and could cause damage.
(ii) A manufacturer of a product who, after the product has left his control, acquires knowledge
about the dangerous characteristics of the product that could cause damage, or who would
have acquired such knowledge had he acted as a reasonably prudent manufacturer, shall be
liable for damage caused by his subsequent failure to use reasonable care to provide an
adequate warning of such characteristic and its danger to users and handlers of the product.
Defective Because Of Non-Conformity to Express Warranty:
A product shall be defective when it does not conform to an express warranty made at any time by the
manufacturer about the product if the express warranty has induced the claimant to use the product
and the claimant’s damage was proximately caused because the express warranty was untrue.
Proof of Manufacturer’s Knowledge:
(i) Notwithstanding anything contained in section 6, a manufacturer of a product shall not be liable
for damage proximately caused by a characteristic of product’s design if the manufacturer
proves that at the time the product left his control–
 he did not know and, in the light of the then existing and reasonably available scientific and
technological knowledge, could not have known the design characteristic that caused the
damage or the danger of such characteristic; or
 he did not know and, in the light of the then existing and reasonably available scientific and
technological knowledge, could not have known of the alternative design identified by the
consumer under section 6 (1); or
 The alternative design identified by the consumer under section 6 (1) was not feasible in the
light of the then existing and reasonably available scientific and technological knowledge or then
existing economic practicality.
(ii) Notwithstanding anything contained in section 7(1) or 7(2), a manufacturer of a product shall
not be liable for damage if the manufacturer proves that, at the time the product left his
control, he did not know and, in the light of the then existing and reasonably available scientific
38
and technological knowledge, could not have known of the characteristic that caused the
damage or the danger of such characteristic.
Restriction on Grant of Damages:
Where the consumer has not suffered any damage from the product except the loss of utility, the
manufacturer shall not be liable for any damages except a return of the consideration or a part thereof
and the costs.
Duty of Disclosure:
(i) Where the nature of the product is such that the disclosure of its component parts, ingredients,
quality, or date of manufacture and expiry is material to the decision of the consumer to enter
into a contract for sale, the manufacturer shall disclose the same.
(ii) Notwithstanding anything contained in sub-section (1), the Government may, by general or
special order, require such disclosure in any particular case.
Prohibition on Exclusions from Liability:
The liability of a person by virtue of this part to a consumer who has suffered damage shall not be
limited or excluded by the terms of any contract or by any notice.
Part III
LIABILITY ARISING OUT OF DEFECTIVE AND FAULTY SERVICES
Liability for Faulty or Defective Services:
A provider of services shall be liable to a consumer for damages proximately caused by the provision of
services that have caused damage.
Standard of Provision of Services:
(i) Where the standard of provision of a service is regulated by a special law, provincial or federal,
the standard of services shall be deemed to be the standard laid down by such special law.
(ii) Where the standard of a service has not been provided for in any law or by the professional or
trade body concerned, the standard shall be that which at the time of the provision of the
service, a consumer could reasonably expect to obtain at that time in Pakistan.
Restriction on Grant of Damages:
Where the consumer has not suffered any damages from the provision of service except lack of benefit,
the service provider shall not be liable for any damages except a return of the consideration or a part
thereof and the costs.
Duty of Disclosure:
(i) Where the nature of the service is such that the disclosure of the capabilities or qualifications of
the provider of the service or the quality of the products that he intends to use for provision of
39
the service is material to the decision of the consumer to enter into a contract for provision of
services, the provider of services shall disclose the same.
(ii) Notwithstanding anything contained in sub-section (1), the Government may, by general or
special order, require such disclosure in any case.
Prohibition on Exclusions from Liability:
The liability of a person by virtue of this Part to a person who has suffered damage shall not be limited
or excluded by the terms of any contract or by any notice.
Part IV
OBLIGATIONS OF MANUFACTURERS
Prices to Be Exhibited At the Business Place:
Unless a price catalogue is available for issue to customer, the manufacturer or trader shall display
prominently in his shop or display-center a notice specifying the retail or wholesale price, as the case
may be, of every goods available for sale in that shop or display-center.
Receipt to Be Issued To the Purchaser:
Every manufacturer or trader who sells any goods shall issue to the purchaser a receipt showing –
 the date of sale;

 description of goods sold;
 the quantity and price of the goods; and
 The name and address of the seller.
Return and Refund Policy:
Return and refund policy of a seller shall be disclosed to the buyer clearly before the transaction is
completed by means of a sign at the point of purchase.
Part V
UNFAIR PRACTICES
False, Deceptive or Misleading Representation:
(i) No person shall make a false, deceptive or misleading representation that–

 the products are of a particular kind, standard, quality, grade, quantity, composition, style or
model;
 the products have particular history or particular previous use;
 the services are of a particular kind, standard or quality;
 the services are provided by a person having a requisite skill or qualification or experience;
 the products were manufactured, produced, processed or reconditioned at a particular time;
 the products or services have any sponsorship, approval, endorsement, performance,
characteristics, accessories, uses or benefits;
 the products are new or reconditioned or have been in use for a particular period of time only;
40
 the seller or producer of products or provider of services has any sponsorship, approval,
endorsement or affiliation;
 the products or services are necessary for somebody’s wellbeing;
 concerns the existence, exclusion or effect of any condition, guarantee, right or remedy; and
 Concerns the place of origin of products.
Prohibition on Bait Advertisement:
(i) No person shall, in trade, advertise or supply at a specified price products or services which that
person–
 does not intend to offer for supply; or
 Does not have reasonable grounds for believing that they can be supplied at that price for a
period that is, and in quantities that are, reasonable having regard to the nature of the market
in which the person carries on business and the nature of the advertisement.
(ii) Any person who has advertised products or services for supply at a specified price shall offer
such products or services for supply at that price for a period that is, and in quantities that are
reasonable having regard to the nature of the market in which the person carries on business
and the nature of the advertisement.
Part VI
THE POWERS OF THE AUTHORITY
Powers of Authority:
(i) Any person may file a complaint for violation of the provisions of sections 11, 16, 18 and 19
before the Authority who, on being satisfied that such is the case, fine the violator that may
extend to fifty thousand rupees and which may be recovered as arrears of land revenue.
(ii) The Authority may file a claim for declaring a product defective under sections 4, 5, 6, 7 or 8 or a
service as faulty or defective under section 13 without proof of any damage actually suffered by
a consumer but likely to be suffered keeping in view the general standard of that service.
(iii) The Authority may file a claim before the Consumer Court for declaring any act on the part of
any person as being in contravention to Part IV of this Act without proof of any damage actually
suffered but likely to be suffered due to the said contravention.
(iv) The Authority on receipt of a complaint or a reference from the Consumer Protection Council or
on his own motion may hold an inquiry as to defects in products or services or practices which
contravene any of the provisions of this Act. No prior notice shall be required to be given to a
manufacturer or provider of services for the purposes of holding an inquiry.
(v) The Authority, while holding an inquiry, may direct the police or any other officer or authority of
the Government to gather such evidence as it deems necessary or to perform function in
accordance with law which have an impact on the inquiry.
(vi) The Authority may delegate his powers under this Act through a notification to any officer of the
Government with its prior approval.
(vii) Any person aggrieved by the order passed under sub-section (1) may file an appeal before the
Government within thirty days of such order.
41
Powers of Government:
(i) The Government may, by general or special order and subject to such conditions as may be
prescribed, exercise all or any of the powers conferred upon the Authority under this Act except
the power of imposition of fine under section 23(1).
(ii) The Government may, from time to time, issue directions to the Authority with regard to the
performance of the functions of the Authority under this Act.
(iii) The Government may, at any stage, modify or set aside any order or action of the Authority
subject to such condition or conditions as it may deem fit.]
Part VII
CONSUMER PROTECTION COUNCIL
Consumer Protection Council:
(i) The Government shall set up a Consumer Protection Council in the Province.
(ii) The Government may set up Consumer Protection Councils in one or more districts which shall
report to the Provincial Consumer Protection Council.
(iii) The Consumer Protection Councils shall have such other functions as may be assigned to them
by the Government by notification in the official Gazette.
(iv) The Provincial Consumer Protection Council shall gather such information and data as may be
necessary in order to remove unreasonably dangerous products and faulty and defective
services from trade or commerce.
(v) Each Consumer Protection Council shall have an adequate representation of consumers and
associations of trade, industry and services, as the case may be, duly registered under the law
for the time being in force; provided that the representation of consumers on the Council, other
than any ex-officio members, shall not be less than fifty per cent of its total membership.
Part VIII
DISPOSAL OF CLAIMS AND ESTABLISHMENT OF CONSUMER COURTS
Filing of Claims: A claim for damages arising out of contravention of any provisions of this Act shall be
filed before a Consumer Court set up under this Act.
Establishment of Consumer Courts:
(i) The Government shall, by notification, establish one or more separate Consumer Courts [4] [for
an area, comprising one or more districts] to exercise jurisdiction and powers under this Act.
(ii) A Consumer Court shall consist of a District Judge [5] [or an Additional District Judge] to be
appointed by the Government in consultation with the Lahore High Court.
(iii) The terms and conditions of service of [6] [the District Judge or the Additional District Judge]
appointed under sub-section (2) shall be such as may be prescribed.
Jurisdiction of Consumer Courts:
 Subject to the provisions of this Act, the Consumer Court shall have jurisdiction to entertain
complaints within the local limits of whose jurisdiction–
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 the defendant or each of the defendants, where there are more than one, at the time of filing of
the claim, actually and voluntarily resides or carries on business or personally works for gain; or
 any of the defendants where there are more than one, at the time of the filing of the claim,
actually and voluntarily resides, or carries on business, or personally works for gain; provided
that in such a case the permission is granted by the Consumer Court or the defendants who do
not reside, or carry on business, or personally work for gain, as the case may be, acquiesce in
such institution; or
 The cause of action wholly or in part arises.
Settlement of Claims:
(i) A consumer who has suffered damage, or Authority in other cases, shall, by written notice, call
upon a manufacturer or provider of services that a product or service is defective or faulty, or
the conduct of the manufacturer or service provider is in contravention of the provisions of this
Act and he should remedy the defects or give damages where the consumer has suffered
damage, or cease to contravene the provisions of this Act.
(ii) The manufacturer or service provider shall, within fifteen days of the receipt of the notice, reply
thereto.
(iii) No claim shall be entertained by a Consumer Court unless the consumer or the Authority has
given notice under sub-section (1) and provides proof that the notice was duly delivered but the
manufacturer or service provider has not responded thereto.
(iv) A claim by the consumer or the Authority shall be filed within thirty days of the arising of the
cause of action:
 Provided that the Consumer Court, having jurisdiction to hear the claim, may allow a claim to be
filed after thirty days within such time as it may allow if it is satisfied that there was sufficient
cause for not filing the complaint within the specified period:
 Provided further that such extension shall not be allowed beyond a period of sixty days from the
expiry of the warranty or guarantee period specified by the manufacturer or service provider
and if no period is specified one year from the date of purchase of the products or providing of
services.
Settlement at Pretrial Stage:
 Any party to the dispute may, at the pretrial stage, make a firm written offer of settlement
stating the amount offered for settlement and if the offer is accepted by the opposing party, the
Consumer Court shall pass an order in terms of the settlement:
 Provided that notwithstanding anything contained in any other law for the time being in force,
the party refusing the offer of settlement shall pay actual costs of litigation, including lawyer’s
fees, in case the final order of the Consumer Court is passed against that party:
 Provided further that the court’s approval regarding settlement shall be required in the
following matters–
 claims of a minor;
 claims of a legally incapacitated person; and
 claims involving collective rights
43
Penalties:
(i) Where a manufacturer fails to perform or in any way infringes the liabilities provided in sections
4 to 8, 11, 13, 14, 16, 18 to 22, he shall be punished with imprisonment which may extend to
two years or with fine which may extend to hundred thousand rupees or with both in addition
to damages or compensation as may be determined by the court.
(ii) Where a defendant or the claimant fails or omits to comply with any order made by the
Consumer Court, such defendant or the claimant shall be punishable with imprisonment for a
term not less than one month which may extend to three years, or with fine not less than five
thousand rupees which may extend to twenty thousand rupees or with both.
Appeal:
Any person aggrieved by any final order of the Consumer Court may file an appeal in the Lahore High
Court within 30 days of such order.
Finality of Order:
Every order of the Consumer Court, if no appeal has been preferred against such order under the
provisions of this Act, shall become final.
Dismissal of Frivolous or Vexatious Claims:
Where a claim is found to be frivolous or vexatious, the Consumer Court shall dismiss the claim and
impose fine on the claimant up to an amount not exceeding ten thousand rupees for having willfully
instituted a false claim and shall award appropriate compensation to the defendant from the amount of
fine so realized.
Part IX
‘MISCELLANEOUS
Aid to the Consumer Court:
All agencies of the Government shall act in aid of the Consumer Court in the performance of its
functions under this Act.
Immunity:
No suit, prosecution or other legal proceedings shall lie against any functionary under this Act, acting
under the direction of the Consumer Council or the Government for anything which is in good faith done
or intended to be done under this Act.
Power to make rules:
The Government may, by notification in the official Gazette, make rules for carrying out the purposes of
this Act.
44
Power to remove difficulties:
If any difficulty arises in giving effect to any of the provisions of this Act, the Government may make
such order, not inconsistent with the provisions of this Act, as may appear to it to be necessary or
expedient for removing such difficulty.
AUDITORS ACCORDING TO LAW OF PAKISTAN

An auditor is a person who is assigned the job to audit the financial statements of a company in
accordance with the provisions of law and auditing standards as applicable in Pakistan. Appointment of
an auditor is mandatory by every company, as required under the provisions of Section 252 of the
Companies Ordinance (the ‘Ordinance’).
This guide outlines the procedure for appointment, removal of company auditors, and other ancillary
matters related to the auditor of a company as laid down under relevant provisions of the Ordinance. It
also explains the rights and duties of a company auditor.
This is a guide only and should be read with the relevant legislation. You will find the relevant provisions
of law in Sections 252 to 260 of the Ordinance.
Some of the other relevant legislations may include:
 SECP Rules, Notifications and Circulars etc.; and

 Listing Regulations/ Code of Corporate Governance
AUDIT:
An audit is an unbiased examination and valuation of the financial statements of an organization to form
an independent opinion.
The objective of audit of financial statements is to enable the auditor to express an opinion whether the
financial statements are prepared, in all material respects, in accordance with an applicable financial
reporting framework. An audit under the Ordinance is conducted in accordance with the provisions of
auditing standards as applicable in Pakistan and based on the audit; the company auditor expresses an
opinion on such financial statements in accordance with requirements of Section 253(3) of the
Ordinance.
Further, the company auditor of a holding company is also required to report on consolidated financial
statements in accordance with Section 237 of the Ordinance.
AUDITOR:
An auditor is a person who is assigned the job to audit the financial statements of a company. He is
appointed under section 252 of the Ordinance by a company to audit its financial statements. The
preparation and presentation of financial statements is the responsibility of management of the
company and auditor is only responsible for audit of financial statements and giving an opinion on the
fairness of the financial statements.
45
Powers and Duties of Auditor
RIGHTS OF AN AUDITOR:
An auditor has right of access to the books, papers, accounts and vouchers of the company, whether
kept at registered office of the company or elsewhere. He is entitled to require from the company and
the directors and other officers of the company such information and explanation as he thinks necessary
for the performance of the duties of the auditor.
In the case of a company having a branch office outside Pakistan, it shall be sufficient if the auditor is
allowed access to such copies of, and extracts from, the books and papers of the branch as have been
transmitted to the principal office of the company in Pakistan.
The auditor of a company is entitled to attend any general meeting of the company and to receive all
notices and any communications relating to any general meeting which any member of the company is
entitled to receive. He is entitled to be heard at any general meeting which he attends, on any part of
the business concerning him as auditor.
DUTIES OF AN AUDITOR:
The auditor is required to make a report to the members of the company on the financial statements
and books of account of the company and on every balance sheet and profit and loss account or income
and expenditure account. His report covers all other documents forming part of the balance-sheet and
profit and loss account or income and expenditure account, including notes, statements or schedules
annexed with the financial statements and which are laid before the members of company in general
meeting during his tenure of office.
The auditor’s report to the members covers the following matters:-
 Confirmation as to whether all information and explanations necessary for the purposes of the
audit have been obtained or not
 Confirmation as to whether proper books of account are being maintained by the company as
required by Ordinance or not.
 Confirmation as to whether that preparation of the balance sheet and the profit and loss
account or the income and expenditure account are in conformity with the Ordinance and in
agreement with the books of accounts;
 Opinion regarding true and fair view of the following:
o The balance sheet as at the end of its financial year
o the profit and loss account or the income and expenditure account and of the profit or loss or
surplus or deficit for its financial year and
o Statement of changes in financial position or sources and application of funds of a listed
company, of the changes in the financial position or the sources and application of funds for its
financial year.
 Opinion regarding the following:
o incurring of expenditure during the year for the purposes of the company’s business and
46
o Conducting the business, making investments and incurring of expenditure during the year in
accordance with the objects of the company.
 Opinion regarding:
o deduction of Zakat deductible at source under the Zakat and Usher Ordinance, 1980; and
o Deposit thereof in the Central Zakat Fund, if applicable.
Types of Auditors
Independent/External Auditors
Independent auditors are usually Chartered Accountants (CAs) who are either individual practitioners or
members of public accounting firms who render professional auditing services to clients.
In general, licensing involves passing the uniform CA examination and obtaining practical experience in
auditing.
Internal Auditors
Internal auditors are employees of the organization they audit. This type of auditors is involved in an
independent evaluation of evidence, called internal auditing, within an organization as a service to the
organization.
The objective of internal auditing is to assist the management of the organization in the effective
discharge of its responsibilities.
Government Auditors
Government auditors are employed by various local, state, and federal governmental agencies. At the
federal level, the three primary agencies are the General Accounting Offices (GAO), the Internal Revenue
Services (IRS), and the Defense Contract Audit Agency.
47
Forensic Auditors
Forensic auditors specialize in crimes and are used by law enforcement organizations when financial
documents are involved in a crime.
This does not necessarily mean the crime was financial (although this can be the case) but rather that
the law enforcement organization needs to track money used to find out where it began or ended up.
Name of Top Audit Firms in Pakistan 2018

 A.F. Ferguson & Co.
 KPMG Taseer Hadi & Co.
 Ernst & Young Ford Rhodes Sidat Hyder & Co.
 BDO Ebrahim & Co (BDO)
 M. Yousuf Adil Saleem & Co.
 Riaz Ahmad & Co.
 Anjum Asim Shahid Rahman
 Avais Hyder Liaquat NaumanHLB Ijaz Tabussum & Co
The cooca cola amatils company audit firm name?

 Ernst & Young is the coca cola amatils audit firm.
CONCLUSION
Coca-Cola as the world's leading soda beverage, with the strength of high resources company and also a
very good and well-known brand image will be accepted at ease almost all over the world. Therefore,
the strategy of Coca-Cola focuses on covering the full market segmentation, anywhere. But along with
the development of the soda industry, many competitors both from domestic products to global
manufacturers are now present and reducing Coca-Cola's market share in each country. Hence, the need
for Coca-Cola innovations on their marketing strategies. Armed with their bottling partners and also the
ability to 'think global, act local' makes Coca-Cola could adjust its strategy in order to penetrate the
market more complex and in-depth in order to continue to expand market share in all regions.
From the purpose of research, using conjoint analysis as analytical methods, and also processing the
data, it can be concluded several points:
 The packaging of Coca-Cola that consumers in South Tangerang prefer is Cans. But it seems
there is only little difference in consumers’ preference between Cans with plastic bottles which
means it does not has significant effect whether company want to transform the package
material from Cans to PET or vice-versa.
 The product size of Coca-Cola that consumers in South Tangerang prefer is 1500ml. This means
the consumers tend to buy the sharing size of Coca-Cola. For the individual package size, the
consumer preference is also to find the bigger volume.
 The price range of Coca-Cola that consumers in South Tangerang prefer is in range of Rs 3,000 -
Rs 6,000 which the cheapest price as possible. Considering the pricing strategy is Coca-Cola
cannot use the prestige pricing now but competitor-based pricing strategy.
48
 In South Tangerang there are 3 new segments found, there is Size Matter which consumers tend
to find volume is the most important factors in buying Coca-Cola. Second is the Price Seeker
which consumer will compare and find the best price for buying soda. And third is Package
Admirer which consumers will find the one that has an appealing packaging design and form.
SUGGESTION / RECOMMENDATION
Through the research result conducted, it can be carried out several suggestions.
 The packaging for Coca-Cola does not affect significantly from PET and Cans, so that if the
company tend to transform the packaging material in order to lower the cost, then there is no
need to worry about. Just keep in mind that whatever the packaging material it is, as long as the
design and shape is attractive.
 The price offered for Coca-Cola is needed to be monitored due to the challengers arises and
several consumers tend to find any soda that has best price for value for them. So it is needed to
do benchmarking on challengers’ pricing strategy.
 The volume is the most important things for consumers in which they tend to find the huge size
for them to sharing. This can be point out several things. The marketing program is already good
to target full market coverage, but it is needed to take more focus to the Coca-Cola with large or
sharing size.
 Even though the consumers tend to find the biggest volume possible, it is needed to consider
the diminishing marginal utility which will lead to lower consumer satisfaction if the portion
given too much.
 The product under research can be done in all variants or any other product. It can be using
other Coca-Cola Amatil Indonesia products such as Fanta, Sprite, A&W, Aquarius, Minute Maid,
Schweppes, Ades and Frestea.
49
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CORPORATE GOVERNANCE: THE PAKISTAN SCENARIO

(A CASE STUDY OF “COCA-COLA AMATIL’S”)

CORPORATE GOVERNANCE: THE PAKISTAN SCENARIO

The corporate governance framework consists of

WHY IS CORPORATE GOVERNANCE IMPORTANT?

THE NEED FOR CORPORATE GOVERNANCE IN PAKISTAN:

COMPOSITION OF THE BOARD AND RELATED ISSUES

The composition of the Board is based on the following factors:

Names Independent Appointed

Ilana Atlas, Chairman, Non-Executive Director Yes 2011

John Borghetti, AO Non-Executive Director Yes 2015

Catherine Brenner, Non-Executive Director Yes 2008

Julie Coates, Non-Executive Director Yes 2018

Martin Jansen, Non-Executive Director No 2009

Paul O’Sullivan, Non-Executive Director Yes 2017

Krishnakumar Thirumalai, Non-Executive Director No 2014

Current Executive Director

Alison Watkins Group Managing Director No 2014

Retired Non-Executive Directors

David Gonski, AC Chairman, Non-Executive Director Yes 1997

Anthony (Tony) Froggatt Non-Executive Director Yes 2010

Wal King, AO Non-Executive Director Yes 2002

David Meiklejohn, AM Non-Executive Director Yes 2005

The percentage of executive director is 11.11% and non-executive director is 88.9%.

One director can work in how much company at a time?

 JAMES QUINCEY the CEO of the coca cola Amatil company.

SHOULD THE BOARD HAVE COMMITTEES?

 Audit and Finance Committee

AUDIT AND FINANCE COMMITTEE:

(CCA’s) Nominations Committee (Committee).

Membership: The membership of the Committee must consist of

Membership: The Committee must consist of:

Membership: The membership of the Committee must:

RELATED PARTY COMMITTEE:

 Ilana Atlas (Chairman)

On appointment, each Non-Executive Director is required to acknowledge the terms of appointment as

PAKISTAN MODEL OF CORPORATE GOVERNANCE

Chairman& Joint Board of Directors

Supervisory Board Executive Directors

Director Director HR Director Director Other

RIGHT OF SHAREHOLDER BY SECP IN PAKISTAN

Important Right of Shareholders:

Right to Receive Share Certificate on Allotment:

Right to Receive Duplicate Share Certificate:

Right to the Transfer of Share:

Right Issues – A Right in Capital Increases:

Right to be informed On, And Approved Variation of Shareholder’s Rights:

Right to a Share in the Profits- Dividends:

Attending The Company’s Annual General Meeting:

Participation In A Company’s General Meetings:

Call an Extraordinary General Meeting (E.O.G.M] :

Placing Items on the Agenda of a Meeting:

Special Resolutions At A Company’s General Meeting:

Right to Seek Court Declaration to Invalidate the Proceedings of a General Meetings:

Shareholders Voting Rights:

Right to Appoint the Proxy:

Right to Demand a Poll on Any Resolution:

In Case Of Public Company, By At Least Five Members;