Corporate Governance

Summary corporate governance statement

In 2005, the Company complied in all key respects with the provisions of the Code of Best Practice set out in Section 1 of the July 2003 FRC Combined Code on Corporate Governance.

A detailed account of how the Company complies with the Code provisions can be found in our 2005 Report & Accounts and on the Corporate Governance section of our website, together with the Terms of Reference of the Audit, Corporate & Social Responsibility, Nomination and Remuneration committees, at www.cadburyschweppes.com/EN/investorcentre. Alternatively, they are available from our Group Secretary in hard copy format. Questions relating to our corporate governance policies and procedures should be addressed to the Group Secretary at the Company's registered office.

Because we are a UK company with our shares listed on the New York Stock Exchange (the NYSE) as well as the London Stock Exchange, we are required to comply with some of the NYSE Corporate Governance rules, and otherwise must disclose any significant ways in which our corporate governance practices differ from those followed by US companies under the NYSE listing standards. We comply with all the NYSE rules which apply to non- US issuers. The NYSE rules require the Nomination Committee to be composed entirely of independent directors, and require this Committee to consider corporate governance matters on behalf of the Board. Our Nomination Committee is not entirely independent, as it is chaired by John Sunderland, who retired as an Executive Director during the year. Our Audit Committee considers corporate governance matters on behalf of the Board, and is composed entirely of independent Directors. The NYSE rules allow a committee other than the Nomination Committee to fulfil this role as long as all of its members are independent directors.