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THE COCA-COLA COMPANY

The Code of Business Conduct

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WHAT is THE
CODE OF BUSINESS CONDUCT?

• The Code is designed to give you a broad and


clear understanding of the conduct expected of
all our employees.
• The Code focuses on key integrity issues.
• The Code isn’t a catalogue of workplace rules.

• The Company has policies in such areas as


workplace conduct and environmental
protection.
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OVERVIEW
EXERCISING COMMON SENSE

• Never engage in behavior that harms the


reputation of the Company. If you wouldn’t
want to tell your parents or your children
about your action – or wouldn’t want to read
about it in a newspaper – don’t do it.
• Some situations may seem ambiguous.
Exercise caution when you hear yourself or
someone else say, “Everybody does it” or “No
one will ever know.”
• The most important message is this: When you
are uncertain about any situation, ask for
guidance.
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YOUR RESPONSIBILITIES
ASKING FOR GUIDANCE
If you want to ask a question about, or report violations of, the
Code of Business Conduct or any other ethics or compliance issue,
you have several resources.
• Contact EthicsLine by phone or through a secured Internet site 24
hours a day, seven days a week. You can report anonymously if you
wish. If calling from outside the United States and Canada, use the
international access codes found on the EthicsLine website.

866-790-5579 www.KOethics.com
• You also can seek guidance from, or report violations to, your
management, or responsible employees in Finance, Legal, Strategic
Security or the Ethics & Compliance Office.
In all cases, employees will not be subject to retaliation or other adverse
consequence for reporting any potential Code violation or other
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compliance issue.
SUBJECT MATTERS
UNDER the CODE

• Conflicts of Interest
• Financial Records
• Use of Company Assets
• Working with Customers and Suppliers
• Working with Governments
• Protecting Information

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CONFLICTS of INTEREST

• Avoid situations where your personal interests


conflict, or appear to conflict, with those of the
Company.

• If you have a financial interest in a transaction


between the Company and a third party, that
interest must be approved by your Principal
Manager prior to the transaction.

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PRINCIPAL MANAGER

• Who is my Principal Manager?

• Your Principal Manager is your Division


President, Group President, Corporate
function head, or the General Manager of your
operating unit.

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CONFLICTS of INTEREST

The action: • If the spouse of an employee works for a supplier to


the Company, is this a violation of the Code?

The decision: • Maybe. If you have a financial interest in a transaction


between the Company and a third party – even an
indirect interest through, for example, a family
member – that interest generally must be approved by
your Principal Manager prior to the transaction.
• However, if you only have a financial interest in a
supplier or customer because someone in your family
works there, then you do not need to seek prior
approval unless you deal with the supplier or customer
or your family member deals with the Company.
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CONFLICTS of INTEREST

The action: • In my job as dispatcher, I assign loads to a trucking


company owned by my cousin. Do I need to follow
any special procedure?
The decision:
• Yes. Advise your manager.

• The mere fact of the relationship may cause other


vendors to believe that your relative is being treated
preferentially. Your manager may therefore choose to
have another person manage the transactions, or may
locate another vendor.

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CONFLICTS of INTEREST
The action: • Can an employee own stock in a company that is a
customer, supplier or competitor of The Coca-Cola
Company?

The decision: • Yes. You may own up to 1% of the stock of a


competitor, customer or supplier without seeking prior
approval from your Principal Manager, as long as the
stock is in a public company and you do not have
discretionary authority in dealing with that company.

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FINANCIAL RECORDS

• Every Company financial record―including time


sheets, sales records and expense reports―must be
accurate, timely and in accordance with the law.
• Always record and classify transactions in the proper
accounting period and in the appropriate account and
department. Delaying or prepaying invoices to meet
budget goals is a violation of the Code.
• Never falsify any document or distort the true nature
of any transaction.
• All reports made to regulatory authorities must be full,
fair, accurate, timely and understandable.

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FINANCIAL RECORDS

The action: • An employee left work early, but asked a


friend to clock her out at her regular shift end
time. Did the employee or her coworker
violate the Code?

The decision: • Yes. Time records are considered Company


financial records. Both employees violated
the Code.

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FINANCIAL RECORDS

The action: • I am an accounting clerk and over the last few months
I have noticed that one of the sales office staff has
purchased two televisions and charged them to repairs
and maintenance expense. The invoices have been
approved, but based on what I normally see, this looks
suspicious. What should I do?

The decision: • Promptly report your suspicions to one of the


Company’s ethics resources. Even if the purchases
were appropriate, they were charged to the incorrect
account. If the intent was to misclassify rather than a
simple error, the Code has been violated.

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FINANCIAL RECORDS
The action: • I am a route driver and I saw a colleague steal
cash from a customer sale and cover the theft
by altering the invoice. I do not report the
matter to my supervisor. How many times has
the Code been violated?

The decision: • Three times.


• First, theft of cash or product.
• Second, altering Company records such as
invoices.
• Third, failure to report a Code violation is in itself
a violation of the Code.
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USE of COMPANY ASSETS

• You may not use the Company’s assets for your


personal benefit or the benefit of anyone other than
the Company.

• Company assets include:


• your time at work and work product
• the Company’s equipment and vehicles
• the Company’s information, and trademarks and name.

• Misuse of Company assets may be considered theft


and result in termination or criminal prosecution or
both.

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USE of COMPANY ASSETS

• You must have permission from your


Principal Manager before you use any
Company asset―including information, work
product or trademark―outside of your
Company responsibilities.
• Company computer systems and equipment
are meant for Company use only. For
example, they should never be used for
outside businesses, illegal activities, gambling
or pornography.

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USE of COMPANY ASSETS

The action: • A plant employee put a case of product in the


trunk of his car while no one was looking. He
figured this was no big deal, as the cost to the
Company was small and he deserved this treat
for all his hard work. Did the employee
violate the Code?

The decision: • Yes. This is theft of Company assets, and the


employee was discharged.

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USE of COMPANY ASSETS

The action: • An Account Executive had a friend who


wanted to borrow a list of Company e-mail
addresses. The friend wanted to send e-mail
solicitations for his business to Company
employees. May the AE give her friend the
list?

The decision: • No. Unauthorized sharing of Company


information such as e-mail addresses is a
misuse of Company assets.

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WORKING with
CUSTOMERS & SUPPLIERS

• Avoid personal financial transactions with


customers and suppliers that may influence
your ability to perform your job.
• The Code prohibits employees from accepting
lavish gifts or entertainment from customers or
suppliers.
• If you are uncertain whether a gift is lavish,
seek prior written approval from your
Principal Manager.

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WORKING with
CUSTOMERS & SUPPLIERS
The action: • I have become good friends with one of my vendors
that we buy from regularly. Does the Code prevent
me from purchasing from this vendor?

The decision: • No. The mere fact that you are friends with a vendor
does not prohibit you from business dealings.
However, the Code requires that you avoid situations
where your personal interests conflict with or have the
appearance of conflicting with those of the Company.
Therefore, avoid giving preferential treatment to the
friend. Ask your manager for guidance if you remain
uncertain.

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WORKING with
CUSTOMERS & SUPPLIERS
The action: • What if I participate in a customer or supplier
sponsored contest and win a television or a
vacation. Does the Company’s Code mean I
cannot accept it?

The decision: • No. A prize resulting from a legitimate test of


skill or luck is not a gift as contemplated by
the Code.

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WORKING with GOVERNMENTS

• Conducting business with governments is not the


same as conducting business with private parties.
These transactions often are covered by special legal
rules.

• You must have approval of Company legal counsel


before providing anything of value to a government
official.

• The Company prohibits the payment of bribes to


government officials.
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WORKING with GOVERNMENTS

• Who is a “government official”?

• “Government officials” are employees of any


government anywhere in the world, even low-
ranking employees or employees of
government-owned or controlled entities. The
term “government officials” also includes
political parties and candidates for political
office.

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PROTECTING INFORMATION

• You should not share the Company’s nonpublic


information with anyone outside the Company unless
it is necessary as part of your work responsibilities.

• Nonpublic information includes:


• financial or technical data
• new products, product ingredients and formulations
• personal information about employees
• expansion plans

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PROTECTING INFORMATION

• Trading in stocks or securities based on


nonpublic information, or providing nonpublic
information to others so that they may trade, is
illegal and may result in prosecution.

• We respect the nonpublic information of other


companies. If you have any questions about
obtaining or using nonpublic information of
other companies, contact Company legal
counsel for guidance.

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PROTECTING INFORMATION

The action: • I became aware of a major new product launch that


has not been publicly announced. Is it permissible for
me to trade in the Company’s stock based on this
information or pass along the information to someone
else?

The decision: • No. You are prohibited from trading in the


Company’s stock when you are in possession of
confidential material information concerning the
Company, and you may not pass along such
information to anyone else. You do not have to be an
officer or director to be guilty of “insider trading.”

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ADMINISTRATION of THE CODE
REPORTING VIOLATIONS
If you want to ask a question about, or report violations of, the
Code of Business Conduct or any other ethics or compliance issue,
you have several resources.
• Contact EthicsLine by phone or through a secured Internet site 24
hours a day, seven days a week. You can report anonymously if you
wish. If calling from outside the United States and Canada, use the
international access codes found on the EthicsLine website.

866-790-5579 www.KOethics.com
• You also can seek guidance from, or report violations to, your
management, or responsible employees in Finance, Legal, Strategic
Security or the Ethics & Compliance Office.
In all cases, employees will not be subject to retaliation or other adverse
consequence for reporting any potential Code violation or other
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compliance issue.
ADMINISTRATION of THE CODE
REPORTING VIOLATIONS

The action: • My supervisor just told me to do something that


clearly violates the Code. This is the third time he has
told me, and I believe I will lose my job if I don’t do
as ordered. What will happen if I do as ordered and
get caught? Will the fact that my supervisor ordered
me serve as a justification?

The decision: • Following orders that would result in a violation of


the Code is not a justification. Not only should you
refuse to carry out the direction, you must report the
incident. You will suffer no reprisal for refusing
the order, or for reporting the incident.

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ADMINISTRATION of THE CODE
DISCIPLINE

• What discipline will the Company impose for a Code violation?

• The Company strives to impose discipline for each Code


violation that fits the nature and particular facts of the violation.
• The Company generally will issue warnings or letters of
reprimand for less significant, first-time offenses. Violations of a
more serious nature may result in suspension without pay or
termination.
• Termination of employment generally is reserved for conduct
such as theft or other violations amounting to a breach of trust, or
for cases where a person has engaged in multiple violations.

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ADMINISTRATION of THE CODE
INQUIRIES

• I have read the Code of Business Conduct, but


it doesn’t answer my question. What should I
do?

• You can contact:


• EthicsLine at 866-790-5579 or www.KOethics.com,
• your management,
• responsible employees in Finance, Legal or Strategic
Security or
• the Ethics & Compliance Office at
404-676-5579 or compliance@na.ko.com.
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SUMMARY

• Employees must follow the law wherever they are around the world.
• Employees must avoid conflicts of interest. Be aware of appearances.
• Financial and management records–both for internal activities and
external transactions–must be timely and accurate.
• Company assets–including computers, materials and work time–must
not be used for personal benefit.
• Customers and suppliers must be dealt with fairly and at arm’s
length.
• Employees must never attempt to bribe or improperly influence a
government official.
• Employees must safeguard the Company’s nonpublic information.
• Violations of the Code include asking other employees to violate the
Code, not reporting a Code violation or failing to cooperate in a
Code investigation.
• If you have questions about any situation, ask. Always ask.
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QUESTIONS?

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