Code of Business Conduct - Coke

8/14/2019 Code of Business Conduct - Coke

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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 andclear understanding of the conduct expected ofall our employees.

The Code focuses on key integrity issues.

The Code cannot address every circumstanceand isnt meant to; it isnt a catalogue ofworkplace rules.

The Company has policies in such areas as faircompetition, securities trading, workplaceconduct and environmental protection.


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OVERVIEWEXERCISING COMMON SENSE

Never engage in behavior that harms thereputation of the Company. If you wouldntwant to tell your parents or your children

about your action or wouldnt want to readabout it in a newspaper dont do it. Some situations may seem ambiguous.

Exercise caution when you hear yourself orsomeone 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 forguidance.


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YOUR RESPONSIBILITIESASKING 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 EthicsLineby phone or through a secured Internet site 24

hours a day, seven days a week. You can report anonymously if youwish. 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 othercompliance issue.


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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 ofINTEREST

Avoid situations where your personal interestsconflict, or appear to conflict, with those of theCompany.

You may own up to 1% of the stock in a competitor,customer or supplier without seeking prior approvalfrom your Principal Manager so long as the stock is ina public company and you do not have discretionaryauthority in dealing with that company.

If you have a financial interest in a transactionbetween the Company and a third party, that interestmust be approved by your Principal Manager prior tothe transaction.


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PRINCIPAL MANAGER

Who is my Principal Manager?

Your Principal Manager is your Division

President, Group President, Corporatefunction head, or the General Manager of your

operating unit.


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If the spouse of an employee works as a consultant tothe Company, is this a violation of the Code?

Maybe. If you have a financial interest in a transaction

between the Company and a third party even anindirect interest through, for example, a familymember that interest generally must be approved byyour Principal Manager prior to the transaction.

However, if you only have a financial interest in asupplier or customer because someone in your familyworks there, then you do not need to seek priorapproval unless you deal with the supplier or customeror your family member deals with the company.

The decision:

The action:


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One of the vendors my department uses is a businessowned by my cousin. Do I need to follow any special

procedure in making purchases from the vendor?

Yes. You should advise your manager of therelationship. It is essential that vendors be treatedfairly and honestly, and the mere fact of therelationship may cause other vendors to believe thatyour relative is being treated preferentially. Your

manager may therefore choose to have another personmanage the purchases, may have another personreview all of the transactions, or may locate anothervendor.

The decision:

The action:


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Can an employee own stock in a company that is acustomer, supplier or competitor of The Coca-ColaCompany?

Yes. You may own up to 1% of the stock of acompetitor, customer or supplier without seeking priorapproval from your Principal Manager, as long as thestock is in a public company and you do not havediscretionary authority in dealing with that company.

If you want to purchase more than 1% of the stock ina customer, competitor or supplier, or the company isnon-public, or you have discretionary authority indealing with the company, then you may purchase thestock only with prior approval of your Principal

Manager.

The decision:

The action:


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FINANCIAL RECORDS

Every Company financial recordincluding timesheets, sales records and expense reportsmust beaccurate, timely and in accordance with the law.

Always record and classify transactions in the properaccounting period and in the appropriate account anddepartment. 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

An Account Executive asks the bottler in his region tooverstate unit case volume in March of 2002 by25,000 cases and to reverse this overstatement in Aprilso that full year reporting is not affected. Has the

Code been violated?

Yes. Intentional misclassification of transactionsbetween accounting periods is a violation of the Code.

The Account Executive should be disciplined under

the Code for asking the bottler to misreportinformation relied upon by the Companysmanagement, shareholders and others.

The decision:

The action:


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FINANCIALRECORDS

You are a Division I/S Manager and have recently

purchased and received several computer supplies

during December. The Division Finance Manager has

requested that you call the suppliers to delay invoicing

the goods to the following year. What should you do?

Do not do it, and report both issues to one of the

Companys ethics resources. Should you fail to report

the request, you also will be in violation of the Code.

The decision:

The action:


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FINANCIALRECORDS

Two days before month-end I have sold my sales

budget. I think I can sell and deliver more cases over

the next two days and hold the invoices to get a jump

start on the next month. What should I do?

Dont even think about it. Holding the invoices for

product physically delivered would be a violation of

the Code. All transactions should be recorded in the

proper period.

The decision:

The action:


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FINANCIAL RECORDS

I was traveling in another city and was scheduled to

eat dinner with a customer. At the last minute, the

customer cancelled. I called a friend from college and

had dinner with him instead. If I submit the receipt

for both of our dinners and list the name of the

customer I was scheduled to meet on my expense

report, is this a violation of the Code?

Yes. Intentional misrepresentation of expenses is a

violation of the Code.

The decision:

The action:


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FINANCIAL RECORDS

While making a sale, my customer demanded that Ichange: the description of the product/service rendered,

the price actually paid to a higher value, and

the location to which the product/service was delivered toanother country.

He advised me that if I do not make these changes he will notbuy anything more from the Company. What should I do?

Under no circumstances should you agree to thedemand. Such misrepresentation could be illegal andthe document could be used to carry out an illegalactivity. It also violates the Code as an intentionallymisleading entry. Immediately advise the person towhom you report.

The decision:

The action:


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FINANCIAL RECORDS

I am a route driver and I saw a colleague stealcash from a customer sale and cover the theft

by altering the invoice. I do not report the

matter to my supervisor. How many times hasthe Code been violated?

Three times.

First, theft of cash or product. Second, altering Company records such as

invoices.

Third, failure to report a Code violation is in itselfa violation of the Code.

The decision:

The action:


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USE ofCOMPANY ASSETS

You may not use the Companys assets for your

personal benefit or the benefit of anyone other than

the Company.

Company assets include your time at work and workproduct, as well as the Companys equipment and

vehicles, computers and software, Company

information, and trademarks and name.

Misuse of Company assets may be considered theftand result in termination or criminal prosecution or

both.


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You must have permission from your PrincipalManager before you use any Companyassetincluding information, work product ortrademarkoutside of your Company responsibilities.

Before accepting payment for speeches orpresentations related to the Company or your work atthe Company, always get your Principal Managersapproval.

Company computer systems and equipment are meant

for Company use only. For example, they shouldnever be used for outside businesses, illegal activities,gambling or pornography.


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A plant operations manager used her

Company phone and cell phone for personal

calls excessively. Is this a violation of the

Code?

Yes. It may not sound like much, but the

Companys losses in work time and phonecharges totaled thousands of dollars. She was

disciplined.

The decision:

The action:


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An Account Executive had a friend whowanted to borrow a list of Company e-mailaddresses. The friend wanted to send e-mailsolicitations for his business to Companyemployees. May the AE give her friend thelist?

No. Unauthorized sharing of Companyinformation such as e-mail addresses is amisuse of Company assets.

The decision:

The action:


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An I/S manager received a call from a softwarevendor with whom she works, asking if she wouldcome speak to the vendors employees about systemdevelopment. The vendor offered the manager a $300

honorarium for the talk. May the manager accept theoffer?

Not without Principal Manager approval. The offerraises issues of both a potential conflict of interest(accepting money from a vendor), and use ofCompany assets, if the talk would involve themanagers work at the Company.

The decision:

The action:


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A manager persistently asked his administrativeassistant to take care of the managers personal

business on Company time, such as picking up drycleaning, balancing his checkbook and shopping for

personal gifts, and thereby consistently kept theassistant from completing her work duties. Is thereany problem under the Code?

Yes. A workers time is a Company asset. While itmay make sense at times to ask an assistant to takecare of a personal matter to allow the manager toattend to Company business, persistent requests that

prevent the assistant from completing her job is a

misuse of assets.

The decision:

The action:


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WORKING with

CUSTOMERS & SUPPLIERS

Avoid personal financial transactions with customersand suppliers that may influence your ability to

perform your job.

The Code prohibits employees from accepting lavishgifts or entertainment from customers or suppliers. Ifyou are uncertain whether a gift is lavish, seek priorwritten approval from your Principal Manager.

Gifts and entertainment for customers, potential

customers and suppliers must support the legitimatebusiness interests of the Company and should bereasonable and appropriate under the circumstances.


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WORKING with


I have become good friends with one of my vendorsthat we buy from regularly. Does the Code preventme from purchasing from this vendor?

No. The mere fact that you are friends with a vendordoes not prohibit you from business dealings.However, the Code requires that you avoid situationswhere your personal interests conflict with or have the

appearance of conflicting with those of the Company.Therefore, avoid giving preferential treatment to thefriend. Ask your manager for guidance if you remainuncertain.

The decision:

The action:


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WORKING with


One of the Companys best customers has just

offered me four tickets to the Super Bowl.

Can I accept them?

Such an expensive gift probably is lavish

under the Code. Before accepting such a gift,

seek approval from your Principal Manager.

The decision:

The action:


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WORKING with


What if I participate in a business related golf

tournament and win first prize or get a hole in one and

win a car or a cruise. Does the Companys Code

mean I cannot accept it?

No. A prize resulting from a legitimate test of skill or

luck is not a gift as contemplated by the Code. This

answer assumes the prize would be available to a large

number of people. For example, receiving a prize for

the lowest tournament score is appropriate only if a

large number of people participated in the tournament.

The decision:

The action:


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WORKING with


My job often calls for entertaining customers or potential

customers, which might include giving tickets to sports or arts

events, buying dinner and accompanying these persons to the

events. Does our Code allow this?

Yes, it is appropriate for us to use dinners, sporting and cultural

events to develop, improve and strengthen business relationships.

However, gifts and entertainment for customers, potential

customers and suppliers must support the legitimate business

interests of the Company and should be reasonable andappropriate under the circumstances.

Also, be sensitive to our customers' and suppliers' own rules on

receiving gifts and entertainment.

The decision:

The action:


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WORKING with GOVERNMENTS

Conducting business with governments is notthe same as conducting business with private

parties. These transactions often are coveredby special legal rules.

Consult Company legal counsel to be certainthat you are aware of any such rules. You

must have approval of Company legal counselbefore providing anything of value to agovernment official.


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The Company prohibits the payment of bribes togovernment officials.

A bribe is giving or offering to give anything of valueto a government official to influence a discretionary

decision. In some countries it may be customary at times to pay

government employees for performing their requiredduties. These facilitating payments are small sums

paid to facilitate or expedite routine,non-discretionary government actions, such asobtaining phone service or an ordinary license.

All facilitating payments must be approved in advanceby Company legal counsel and recorded

appropriately.


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A Company employee is hiring a consultant. If the

consultant pays a bribe to a government official, has

the Code been violated?

Yes, if the Company employee had reason to believe

the consultant was going to pay a bribe.

Employees should investigate in advance of

engagement any consultant who will be interacting

with the government on behalf of the Company.

The decision:

The action:


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An employee is traveling in Nigeria and is asked bymilitary personnel to make a facilitating payment

prior to being allowed across a bridge. Does the Coderequire approval from Company legal counsel prior to

making the payment?

Payments to government officials would normallyrequire prior approval from Company legal counsel,

but where an employees personal safety is at risk, thepayment may be made without approval.

Nonetheless, payments of this type should be reportedto Company legal counsel directly or through thequarterly facilitating payment report.

The decision:

The action:


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If an employee invites a newspaper reporter to visit

the Atlanta Office Complex and provides

transportation and lodging to show appreciation for an

article discussing the Company and the soft drink

industry favorably, has the employee violated theCode?

If the reporter is a government official or employee, it

might violate the Code unless Company legal counsel

approves of the invitation.

The decision:

The action:


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Who is a government official?

Government officials are employees of any

government anywhere in the world, even low-rankingemployees or employees of government-owned or

controlled entities. The term government officials

also includes political parties and candidates for

political office.

It is your obligation to understand whether someone

you deal with is a government official. When in doubt,

consult Company legal counsel.

The decision:

The action:


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PROTECTING INFORMATION

You should not share the Companys nonpublicinformation with anyone outside the Company unlessit is necessary as part of your work responsibilities.

Nonpublic information is any information that has notbeen disclosed or made available to the general public.

This may include financial or technical data, plans foracquisitions or divestitures, new products, inventionsor marketing campaigns, personal information about

employees, major contracts, expansion plans,financing transactions, major management changesand other corporate developments.


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Trading in stocks or securities based onnonpublic information, or providing nonpublicinformation to others so that they may trade, is

illegal and may result in prosecution.

We respect the nonpublic information of othercompanies. If you have any questions aboutobtaining or using nonpublic information ofother companies, contact Company legalcounsel for guidance.


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I am not an officer of the company, but I becameaware of a major transaction involving the Companythat has not been publicly announced. Is it

permissible for me to trade in the Companys stock or

pass along the information to someone else?

No. You are prohibited from trading in theCompanys stock when you are in possession ofconfidential material information concerning the

Company regardless of your status with the Company,and you may not pass along such information toanyone else. You do not have to be an officer ordirector to be guilty of insider trading.

The decision:

The action:


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I recently heard a presentation on a new e-commercestrategy that the Company has not publiclyannounced. I would like to share this informationwith individuals who work for a non-competing

business. Is it okay?

No. Confidential information includes anyinformation that the Company has not publiclyannounced. Sharing informationincluding marketingor business strategieswith people, outside or insidethe Company, who do not have a need to know can be

just as damaging as sharing confidential technical orfinancial information. This includes conversationswith suppliers or competitors at trade shows or othermeetings.

The decision:

The action:


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A Company attorney was traveling with a colleague

on a plane to Argentina to work on a case. They began

to discuss the particulars of the case when one of them

noticed a man across the aisle listening intently and

taking notes. What should they do?

They decided it was time to drop the subject. It's never

a good idea to discuss Company matters in public

where others might hear and take advantage of theinformation.

The decision:

The action:


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After an important competitor held a meeting at a

hotel, a hotel security guard offered a tape recording

of the meeting to a Company employee. The

employee wasnt sure what to do, so he took the tape

to his manager. Was this the right thing to do?

The Company employee should never have taken

possession of the tape. No one listened to the tape,

and the employees manager promptly returned it. Buteven so, the competitor learned of the situation and

brought a claim against the Company.

The decision:

The action:


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ADMINISTRATION ofTHE CODE

REPORTING VIOLATIONS

If you want to ask a question about, or report violations of, theCode of Business Conduct or any other ethics or compliance issue,

you have several resources.

Contact EthicsLineby phone or through a secured Internet site 24

hours a day, seven days a week. You can report anonymously if youwish. 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, yourmanagement, 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

compliance issue.


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REPORTING VIOLATIONS

My supervisor just told me to do something thatclearly violates the Code. This is the third time he hastold me, and I believe I will lose my job if I dont doas ordered. What will happen if I do as ordered and

get caught? Will the fact that my supervisor orderedme serve as a justification?

Following orders that would result in a violation ofthe Code is not a justification. Not only should you

refuse to carry out the direction, you must report theincident. You will suffer no reprisal for refusingthe order, or for reporting the incident.

The decision:

The action:


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ADMINISTRATION ofTHE CODEDISCIPLINE

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 amore serious nature may result in suspension without pay,demotion, loss or reduction of bonus or option awards, or any

combination. Termination of employment generally is reserved for conduct

such as theft or other violations amounting to a breach of trust, orfor cases where a person has engaged in multiple violations.


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INQUIRIES

I have read the Code of Business Conduct, but

it doesnt 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 [email protected].


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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 recordsboth for internal activities andexternal transactionsmust be timely and accurate.

Company assetsincluding computers, materials and work timemustnot be used for personal benefit.

Customers and suppliers must be dealt with fairly and at armslength.

Employees must never attempt to bribe or improperly influence agovernment official.

Employees must safeguard the Companys nonpublic information.

Violations of the Code include asking other employees to violate theCode, not reporting a Code violation or failing to cooperate in aCode investigation.

If you have questions about any situation, ask. Always ask.


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QUESTIONS?

Code of Business Conduct - Coke

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