**Exhibit 11.1**

 

# **RINKERGROUP LIMITED**

 

# **CODEOF BUSINESS ETHICS AND STANDARDS OF CONDUCT**

 

**Introduction**

 

Rinker’s Codeof Business Ethics applies to all directors, officers and employees ofRinker.  In this Code, ‘Rinker’ or the‘Company’ refers to Rinker Group Limited and its subsidiaries.  Each business location should post this Codealong with easy to read contact information and toll-free numbers for askingquestions and reporting violations.

 

Businessis subject to increasing legal responsibilities.  You must keep yourself informed and follow these legalresponsibilities.  In particular, it isimportant for you to understand Securities, Antitrust and Trade Practices,Taxation, Employment and Occupational Health & Safety and Environment lawsand Rinker’s policies relating to them. You and the Company must act within the laws as they are applied withineach country.  If you do not understandyour responsibilities and the Company’s obligations seek guidance from yourmanager.

 

**Rinker has a reputation for honesty and integrity**

 

Wewill maintain this reputation by thinking carefully about our behaviour and bytaking only that action that will reflect well on us.

 

**Acting with integrity**

 

Wewill conduct business openly and honestly in strict compliance with applicablelaws, rules, and regulations so that we are accurately perceived to be anethical organisation of dedicated and competent individuals.

 

**Acting responsibly with respect to our fellow employees,customers, communities, shareholders and suppliers**

 

Rinkerdoes not tolerate discrimination, harassment or demeaning behaviour against anyindividual or group.

 

Nogift, favour, or entertainment may be accepted or provided if it is against thelaw, or if it will obligate the person who receives it.  Receiving or giving gifts of cash or cashequivalents is never allowed.

 

Employeesdealing with customers, suppliers, and competitors must follow the applicableantitrust and trade practices laws.  Ifanother employee or outside party suggests violation of these

 

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laws,it should be reported to your Legal Department.

 

Wewill compete for business aggressively and honestly.  Rinker employees will not misrepresent our products, services andprices, nor make false claims about competitors.

 

Vendorsand suppliers must know that we will be fair. Rinker’s decisions about what to buy will be based on factors such asquality, price, service and reliability.

 

**Conflict of interest**

 

Eachof us must respect our duty to the Company. We will not compete with the Company, and may never let businessdealings on behalf of the Company be influenced – or even appear to beinfluenced – by personal or family interests.

 

Anemployee may not directly or indirectly conduct outside business that interferesor may appear to interfere with the proper performance of his or her job atRinker.  Employees seeking to accept apolitical position or a position on the board of directors of another companymust first seek and obtain permission through the Vice President of HumanResources.

 

Noemployee may hire or approve the hiring or compensation of family memberswithout advance permission from the Vice President of Human Resources.

 

**Integrity in financial reporting**

 

Full,accurate, timely and understandable disclosures in Rinker’s reports to theAustralian Stock Exchange, Australian Securities and Investments Commission,Securities and Exchange Commission, other regulators, and public communicationsis legally required and essential to the success of the business.  We will exercise the highest standard ofcare in preparing such reports.

 

TheCompany’s accounting records must be maintained in accordance with allapplicable laws, must be properly supported and classified, and must notcontain any false or misleading entries.

 

Noinformation may be concealed from either the internal auditors or externalauditors.  No director, officer oremployee may take any action to influence, coerce, manipulate or mislead theCompany’s public auditors for the purpose of rendering the financial statementsmisleading.

 

**Respecting the value and confidentiality of information**

 

Rinker’sconfidential information may not be used or disclosed for personal benefit, todamage Rinker or in a manner that violates laws and regulations.  Employees trading in Company securities mustfollow Company policies on blackout periods and insider trading.  Rinker confidential information must only beused in the proper conduct of our jobs. All confidential

 

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Companyinformation and trade secrets are the property of the Company and must not beused after you leave the Company (and, if possible, must be returned).

 

**A drug-free, safe and healthful working environment**

 

Rinkeris committed to providing a safe and healthy work place for our employees andfor visitors to our locations.  We willnot improperly use medication or work under the influence of alcohol ordrugs.  The workplace will be kept freeof violence, weapons and threats of violence.

 

Employeesare responsible for reporting hazardous conditions and work-related accidentsand injuries.

 

Rinkeris equally committed to preventing deterioration of the environment andminimising the impact of our operations on the land, air and water.

 

**Safeguarding assets and resources**

 

Properuse of Company and customer data, property, facilities, and equipment is yourresponsibility. We must use and maintain these assets with the utmost care andrespect, guarding against unauthorised access, waste and abuse.

 

Managersare responsible for maintaining business controls designed to prevent, detect,and correct process problems.  Such mustbe in place to establish the foundation for the achievement of businessobjectives and compliance with laws, regulations and Company policies.

 

Employeesmust be cost-conscious and alert to opportunities for improving performance,while reducing costs.

 

Theuse of Company time, material, or facilities for purposes not directly relatedto Company business, or the removal or borrowing of Company property withoutpermission, is prohibited.  Incidentalpersonal use is permitted for computers, phones, faxes, copiers, internetaccess and the like.

 

**When In Doubt, Ask Yourself:**

 

1.                         Am I being fair and honest?

2.                         Is the action right?

3.                         Are my actions legal?  If in doubt, don’t do it.

4.                         Would you or Rinker be embarrassed if youraction were disclosed publicly?

 

Ifyou are still not sure what to do, ask... and keep asking until you are certainyou are doing the right thing.

 

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**How the Code applies to you**

 

***Accountability***

 

Inthe work environment, values and judgment must guide all of our decisions andbehaviour.  Be cautious when you hearyourself or someone else say, “no one will ever know,” or “everybody doesit.”  Think through the situation, seekguidance, and take the time necessary to reach the right result.  Each of us is accountable for our decisionsand actions.

 

Ifyou have questions, ask for guidance or direction from your manager or call thereporting line.

 

Allofficers and managers and many other Rinker employees are asked to complete aCode of Business Conduct questionnaire. If asked, you must respond promptly. This questionnaire verifies that you have read and agreed to the policy,and have disclosed any potential violations or conflicts of interest.

 

Failureto comply with Rinker policies or these standards of conduct can have severeconsequences for both the employee and the Company. Rinker will imposeappropriate discipline for violations. Certain violations also violate the law and may subject Rinker oremployees to legal liability.

 

***Permissions and waivers***

 

Anywaiver of the code for Directors or executive officers requires the approval ofthe Audit Committee of the Board of Directors.

 

Exceptfor Directors and executive officers, an employee may seek permission or waiverby communicating with Control Assurance/Internal Audit and obtaining theapproval of the senior executive for your division, and if applicable, HumanResources.

 

***Reporting Violations***

 

Rinkercalls on every employee to report any violation or apparent violation of theCode.  If appropriate, you areencouraged to work with your supervisor or higher level of management in makinga report, which should then go to the Control Assurance Team.  You may also report a violation directly tothe Control Assurance Team.

 

Rinker’sBoard Audit Committee is responsible for maintaining and updating the Code ofBusiness Ethics.  Acting for the AuditCommittee, Control Assurance works together with other groups such as Security,Human Resources, Legal, and senior management to investigate matters andrecommend corrective action.

 

Reportswill be handled confidentially.  Noemployee will suffer indignity or retaliation because

 

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ofa report he or she makes in good faith. You may make an anonymous report.

 

**Our Goal: An Ethical Work Environment**

 

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