**EXHIBIT 12.1**

 

CERTIFICATION PURSUANTTO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13A-14

AS ADOPTED PURSUANT TOSECTION 302 OF SARBANES-OXLEY ACT OF 2002

 

CERTIFICATIONS

 

I, Tom Burmeister, Chief Financial Officer, certify that:

 

1.               I have reviewed this annualreport on Form 20-F of Rinker Group Limited;

 

2.               Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the company as of, and for, the periodspresented in this report;

 

4.               The company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a)              Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles.

 

c)              Evaluated theeffectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d)             Disclosed in this reportany change in the company’s internal control over financial reporting thatoccurred during the period covered by the annual report that has materiallyaffected, or is reasonably likely to materially affect, the company’s internalcontrol over financial reporting; and

 

5.               The company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performingequivalent functions):

 

a)              All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the company’s ability to record, process, summarize and report financialinformation; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

 
| Dated:  May 22, 2006 | By                      | :  /s/ Tom Burmeister |   |
|---------------------------|-------------------------|----------------------------|--------|
|                      | Tom Burmeister          |
|                      | Chief Financial Officer |

 

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CERTIFICATION PURSUANTTO SECURITIES AND EXCHANGE ACT OF 1934 RULE 13A-14

AS ADOPTED PURSUANT TOSECTION 302 OF SARBANES-OXLEY ACT OF 2002

 

CERTIFICATIONS

 

I, David V. Clarke, Chief Executive Officer, certify that:

 

1.               I have reviewed thisannual report on Form 20-F of Rinker Group Limited;

 

2.               Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3.               Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the company as of, and for, the periodspresented in this report;

 

4.               The company’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

 

a)              Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the company, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

b)             Designed such internalcontrol over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles.

 

c)              Evaluated theeffectiveness of the company’s disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this reportbased on such evaluation; and

 

d)             Disclosed in this reportany change in the company’s internal control over financial reporting thatoccurred during the period covered by the annual report that has materiallyaffected, or is reasonably likely to materially affect, the company’s internalcontrol over financial reporting; and

 

5.               The company’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the company’s auditors and theaudit committee of the company’s board of directors (or persons performingequivalent functions):

 

a)              All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect the company’sability to record, process, summarize and report financial information; and

 

b)             Any fraud, whether ornot material, that involves management or other employees who have asignificant role in the company’s internal control over financial reporting.

 

 
|                      |                    |
|---------------------------|-------------------------|
| Dated:  May 22, 2006 | By                      | :  /s/ David V. Clarke |   |
|                      | David V. Clarke         |
|                      | Chief Executive Officer |

 

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