**Exhibit 12.1**

 

Chief Executive Officer Certification

 

I,David Clarke, Chief Executive Officer of Rinker Group Limited, certify that:

 

1.     Ihave reviewed this annual report on Form 20-F of Rinker Group Limited;

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

 

4.     Thecompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the company and have:

 

(a)           Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)           Evaluatedthe effectiveness of the company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)           Disclosedin this report any change in the company’s internal control over financialreporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, thecompany’s internal control over financial reporting; and

 

5.     Thecompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s Board of Directors:

 

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

 

(b)           Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the company’s internal control over financial reporting.

 
| Date: June 18, 2004                                          |   |
|--------------------------------------------------------------|--------|
|                                                         |   |
| /s/       David V. Clarke |   |   |
| David Clarke                                                 |   |
| Chief Executive Officer                                      |   |
|                                                              |        |  |

 

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Chief Financial Officer Certification

 

I, TomBurmeister, Chief Financial Officer of Rinker Group Limited, certify that:

 

1.     Ihave reviewed this annual report on Form 20-F of Rinker Group Limited;

 

2.     Basedon my knowledge, this report does not contain any untrue statement of amaterial fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, notmisleading with respect to the period covered by this report;

 

3.     Basedon my knowledge, the financial statements, and other financial informationincluded in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the company as of, and for,the periods presented in this report;

 

4.     Thecompany’s other certifying officer and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) for the company and have:

 

(a)           Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the company, including its consolidated subsidiaries,is made known to us by others within those entities, particularly during theperiod in which this report is being prepared;

 

(b)           Evaluatedthe effectiveness of the company’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

(c)           Disclosedin this report any change in the company’s internal control over financialreporting that occurred during the period covered by the annual report that hasmaterially affected, or is reasonably likely to materially affect, thecompany’s internal control over financial reporting; and

 

5.     Thecompany’s other certifying officer and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to thecompany’s auditors and the audit committee of the company’s Board of Directors:

 

(a)           All significant deficienciesand material weaknesses in the design or operation of internal control overfinancial reporting which are reasonably likely to adversely affect thecompany’s ability to record, process, summarize and report financialinformation; and

 

(b)           Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the company’s internal control over financial reporting.

 
| Date:June 18, 2004                              |   |
|-------------------------------------------------|--------|
|                                            |   |
|                                            |   |
| /s/     Tom Burmeister |   |   |
| Tom Burmeister                                  |   |
| Chief Financial Officer                         |   |
|                                                 |        |  |

 

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