COCA-COLA AMATIL LIMITED COCA-CO LA AMATI L
27 November 2015
Company Announcements Australian Securities Exchange Exchange Centre
Level 1, 20 Bridge Street
SYDNEY NSW 2000
REVISED POLICY ON TRADING IN CCA'S SHARES
In accordance with ASX Listing Rule 12.10, Coca-Cola Amatil Limited (CCA) advises that it has amended its Policy on Trading in CCA's Shares (Policy).
A copy of the revised Policy, which is effective today, is attached and is available on CCA's website at www.ccamatil.com.
Yours sincerely
Katie Newton-John
Corporate Counsel and Deputy Company Secretary
Tel: +612 9259 6463
COCA-COLA AMATIL LIMITED
ABN 26 004 139 397
PO Box 1895 North Sydney NSW 2060 Australia
Telephone: 13 COKE
The Board has adopted the following Policy in relation to the buying, selling and dealing (trading) of Coca-Cola Amatil Limited (CCA) shares. The Policy arises out of the requirements of the Corporations Act and the Listing Rules of the Australian Securities Exchange (ASX) and is of the utmost importance as reflected by the increased attention that is now being focussed on corporate governance and business ethics by the investment and general community.
The purpose of the Policy is to:
explain CCA's policy and procedure in relation to the trading of CCA shares by Directors and employees;
ensure that public confidence is maintained in the reputation of CCA, its Directors and employees and in the trading of CCA's shares;
recognise that some types of trading in CCA shares is also prohibited by law; and
highlight the fact that it is the responsibility of each individual to ensure that they comply with this Policy and the insider trading laws generally
ApplicationThe Policy applies to all employees and Directors of CCA.
Certain aspects of this Policy only apply to Specified Persons, which for present purposes includes:
CCA's Directors;
Senior Management, being the Key Management Personnel (KMP) (as named each year in CCA's Remuneration Report), and any other first, second and third line reports to the Group Managing Director;
other employees who have been advised by the Group General Counsel and Company Secretary from time to time that they are 'Specified Persons' for the purposes of this Policy (for example, due to their role on a specific project); and
Executive Assistants of persons who fall within any of the categories above.
This Policy also applies to Connected Persons of Directors and Senior Management, which includes the following for each Director or Senior Manager:
a family member who may be expected to influence, or be influenced by, the Director or Senior Manager in his/her dealings with CCA or CCA shares (this may include the Director or Senior Manager's spouse, partner and dependent children, the dependent children of the Director or Senior Manager's partner, or other dependants of the Director or Senior Manager or his/her partner); and
a company or any other entity which the Director or Senior Manager has an ability to control.
It is the responsibility of each Director and Senior Manager to determine who their Connected Persons are.
Directors and members of Senior Management should inform their Connected Persons of the restrictions that apply to them under the Policy and request that they comply with the Policy in respect of their dealings in CCA shares.
For the purposes of the Policy, 'shares' are shares of CCA as well as financial products issued or created over shares by third parties, structured financial products, swaps, futures
contracts, contracts for differences, spread bets, options, rights, warrants, depository receipts, or other derivatives over or related to the acquisition or the performance of shares.
Failure to comply with the Policy will be regarded as a serious breach of the CCA Code of Business Conduct requiring investigation, with the appropriate disciplinary action applying as detailed in the Code.
Summary of insider trading lawsInsider trading is prohibited under the Corporations Act. The prohibition applies to all employees, not just to CCA's Directors and Senior Management. Essentially, insider trading involves trading in securities by a person who has information about those securities which is not generally available to the market but which, if it was generally available, would be likely to have a material effect (upwards or downwards) on the price or value of the securities (Inside Information).
Broadly speaking, the law provides that a person who has Inside Information about a company must not:
buy or sell securities in a company, or enter in an agreement to buy or sell securities, or exercise options over securities, or otherwise apply for, acquire or dispose of securities ('trade');
encourage someone else to trade in securities in that company; or
directly or indirectly provide that information to another person where they know, or ought to know, that that person is likely to trade in securities or encourage someone else to trade in securities of that company.
These restrictions apply to all securities, not just CCA's shares.
What constitutes 'information' is widely defined by the Corporations Act and includes matters of supposition and other matters that are insufficiently definite to warrant being made known to the public and matters relating to the intentions, or likely intentions, of a person.
It is the responsibility of each individual to ensure that they do not breach the insider trading laws and that they comply with this Policy.
If any breaches of these restrictions occur, then the employee involved and the person who engages in share trading both commit offences under the Corporations Act.
A breach of the insider trading laws is a criminal offence with potential fines or imprisonment for offenders.
Restrictions that apply to all employees-
Trading in CCA shares
Employees must not trade in CCA shares if:
they are aware of Inside Information; or
CCA has notified employees that they must not trade in shares (either for a specified period, or until CCA gives further notice).
If you are in any doubt, consult with the Group General Counsel and Company Secretary or Deputy Company Secretary.
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Trading in shares of other companies
Employees may come into possession of Inside Information regarding another company where they are directly involved in client relationship management or negotiating contracts.
For example, a person may have Inside Information where they are aware that CCA is about to sign a major agreement with another company.
Employees must not trade in another company's shares where they are aware of Inside Information regarding that other company.
If you are in any doubt, consult with the Group General Counsel and Company Secretary or Deputy Company Secretary.
Additional restrictions that apply to Specified Persons -
Front Page Test
It is important that public confidence in CCA is maintained. It would be damaging to CCA's reputation if the market or the general public perceived that CCA employees privy to confidential information might be taking advantage of their position in CCA to make financial gains (by trading in shares on the basis of that confidential information).
As a guiding principle, Specified Persons should ask themselves:
If the market was aware of all the current circumstances, could the proposed trade be perceived by the market as me taking advantage of my position in an inappropriate way? How would it look if the transaction were reported on the front page of the newspaper? (the Front Page Test).
Note that although it is the Specified Person's individual responsibility to comply with this Policy and the insider trading laws, the Specified Person should consult with the Group General Counsel and Company Secretary or Deputy Company Secretary if he or she is unsure whether his or her proposed trading may not satisfy the Front Page Test.
Clearance for a trade will not be provided under this Policy where the trade would not satisfy the Front Page Test.
- No Speculative Trading
Under no circumstances should Specified Persons engage in short-term or speculative trading in CCA shares. Whilst it is impractical to provide a precise definition of what is short- term or speculative trading the guiding principle should be that at the time of purchase the person should not intend to resell the shares within 12 months with the aim of realising a capital gain.
The prohibition on short-term or speculative trading includes direct dealings in CCA shares and transactions in the derivative markets involving exchange traded options, share warrants and similar instruments.
The entering into of all types of 'protection arrangements' for any CCA shares (or CCA products in the derivatives markets) that are held directly or indirectly by Specified Persons (including both in respect of vested and unvested shares in any Director or employee share plan) are prohibited at any time, irrespective of whether such protection arrangements are entered into during trading windows or otherwise.
For the avoidance of doubt and without limiting the generality of the Policy, entering into protection arrangements includes entering into transactions which:
amount to 'short selling' of shares beyond the Specified Person's holding of shares;
operate to limit the economic risk of the Specified Person's shareholding; or
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