Committee charters

The Audit Committee

The Audit Committee comprises three Non-executive Directors:

Mr. Kent Atkinson (Chairman)
Mr. Nigel Macdonald
Mr. Christos Ioannou

Our Board believes that all members of the Audit Committee are independent. The Committee operates under a written charter and its duties include:

  • the appointment of the Company’s external auditors, approval of their audit plan and annual fees, and review of their audit reports;
  • the effectiveness of the Internal Audit department and the appointment or termination of the Director of Internal Audit;
  • developments in accounting standards and the Group’s compliance;
  • the existence of processes and procedures to investigate the confidential and anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters;
  • ongoing updates of the results of internal audit reports, investigations and review of management’s corresponding remediation;
  • oversight role concerning the nature and scope of forthcoming audits;
  • review of the Group’s interim and annual consolidated financial statements prior to submission to the Board of Directors;
  • approval of the annual internal audit plan;
  • review of internal audit reports, investigations, and management’s action plans;
  • the existence of adequate procedures for concerns received by the Company regarding financial accounting, internal controls and the Group’s Code of Business Conduct; including the confidential treatment of such concerns; and
  • oversight and monitoring of our compliance with the Section 404 of the Sarbanes-Oxley Act (2002), regarding internal control over financial reporting.

The committee meets at least four times a year. Our Chief Financial Officer, as well as our General Counsel, our external auditors and the Head of Internal Audit, normally attends all meetings of the Audit Committee. The Committee also meets with the external auditors and the Head of Internal Audit separately, without others being present.

The Audit Committee is also responsible for the oversight and monitoring of Coca-Cola Hellenic in compliance with the Sarbanes-Oxley Act, Section 404, regarding internal control over financial reporting.

The Human Resources Committee

The Human Resources Committee comprises three Non-executive Directors:

Sir Michael Llewellyn-Smith (Chairman)
Mr. John Hunter
Mr. George A. David

From Coca-Cola Hellenic’s management, the Managing Director, Chief Executive Officer and Human Resources Director normally attend meetings except when the discussions concern matters affecting them personally.

The Human Resources Committee operates in accordance with a written charter and is responsible for:

  • establishing the principles governing human resources policy of the Company, which will guide management decision-making and action;
  • overseeing the evaluation of senior management;
  • overseeing succession planning and approving the appointments and terminations of senior managers of the Company;
  • overseeing the talent management framework for the Company to ensure a continuous development of talent for key roles;
  • establishing compensation strategy for the Company and approving Company-wide compensation and benefit plans, as well as compensation for senior managers;
  • making recommendations to the Board of Directors regarding compensation for the Chief Executive Officer; and
  • making recommendations to the Board of Directors regarding the appointment of the Chief Executive Officer and the members of the Board.

The Social Responsibility Committee

The Social Responsibility Committee comprises three Non-executive Directors:

Sir Michael Llewellyn-Smith (Chairman)
Mr. John Hunter
Mr. George A. David

The Committee takes responsibility for the development and supervision of procedures and systems to ensure the pursuit of our social and environmental goals.

Its written terms of reference cover the following areas:

  • establish the principles governing the Company’s policies on social responsibility and the environment, which will guide managements’ decision-making and action;
  • oversee the development and supervision of procedures and systems to ensure the achievement of the Company’s social responsibility and environmental goals;
  • ensure the necessary and appropriate transparency and openness in the Company’s business conduct in pursuit of its social responsibility and environmental goals;
  • establish a CSR Council responsible for developing and implementing policies and strategies to achieve the company’s social responsibility and environmental goals and ensuring Group-wide capabilities to execute such policies and strategies;
  • ensure and oversee the Company’s communication to stakeholders of its social responsibility and environmental policies, goals and achievements, including the level of compliance with internationally accepted standards;
  • review Company policies on environmental, human rights, and other topics as they relate to social responsibility issues;
  • review reports and activities from executive and specialist groups managing social responsibility matters across the Company’s operations;
  • review the implementation by the Company of programmes, pilot studies, surveys and other activities regarding social responsibility;
  • review best practices in social responsibility;
  • review the Company’s internal and external communication policies in relation to social responsibility programmes;
  • discuss with external auditors or other stakeholders (in the absence of management, where appropriate) their perspectives on the Company’s social responsibility programmes, performance and progress;
  • review the integration of social responsibility programmes with policies on the management of business risk and reputation;
  • review, evaluate and recommend to the Board, changes in the Company’s Code of Business Conduct, in the areas within its responsibility; and
  • consider other topics as appropriate.

The Disclosure Committee

We have established a Disclosure Committee and adopted disclosure controls and procedures to ensure the accuracy and completeness of our public disclosures.

The Disclosure Committee comprises our:

  • Chief Financial Controller
  • General Counsel
  • Chief Financial Officer
  • Director of Investor Relations

Most computers will open PDF documents automatically, but you may need to download Adobe Reader .

Back to top

Related links