Governance and Ethics

A business focused on sustainability demands integrity in every respect. From our Board of Directors to our Code of Business Conduct, we have made transparency and accountability two of our most closely held values.

Our Board of Directors

Our Board is elected by shareowners to oversee their interest in the long-term health and the overall success of the Company’s business and its financial strength. The Board serves as the ultimate decision-making body of the Company, except for those matters reserved to, or shared with, the shareowners.The Board selects and oversees members of senior management, who are charged by the Board with conducting the business of the Company. Our Board currently has 17 members, 16 of whom are not employees of The Coca-Cola Company. To learn more about our Directors, visit our Board of Directors section of our Company website.

In order to fulfill the Board’s responsibilities, it oversees the proper safeguarding of the assets of the Company, the maintenance of appropriate financial and other internal controls and the Company’s compliance with applicable laws and regulations and proper governance. Inherent in these responsibilities is the Board’s understanding and oversight of the various risks facing the Company. The Board does not view risk in isolation. Risks are considered in virtually every business decision and as part of the Company’s business strategy. The Board recognizes that it is neither possible nor prudent to eliminate all risk. Indeed, purposeful and appropriate risk-taking is essential for the Company to be competitive on a global basis and to achieve the objectives set forth in the Company’s 2020 Vision.

The Board implements its risk oversight function both as a whole and through delegation to Board committees, which meet regularly and report back to the full Board. All committees play significant roles in carrying out the risk oversight function. While the Board oversees risk management, Company management is charged with managing risk. The Company has robust internal processes and a strong internal control environment which facilitate the identification and management of risks and regular communication with the Board. To learn more about the Board’s oversight of risk, you can review the discussion beginning on page 30 of the Company’s 2012 Proxy Statement.

The Board has the following seven standing committees:

Each Board committee serves an important role in helping the Board fulfill its responsibilities. For example, the Public Issues and Diversity Review Committee was established by the Board to aid the Board in discharging its responsibilities relating to the Company’s positions on corporate social responsibility and public issues of significance, which may affect the shareowners, the Company, the business community and the general public; and to perform such other duties as may be delegated by the Board and consistent with the committee’s charter.

Another example is the Compensation Committee, which has overall responsibility for evaluating and approving compensation plans, policies and programs applicable primarily to elected officers and senior executives of the Company. Our strong pay for performance philosophy awards executives in a way that motivates them to operate the Company’s business in a profitable and sustainable manner. Additionally, our executives are measured across the six areas highlighted in our 2020 Vision which include: people, portfolio, partners, planet, profit, and productivity. Further efforts are underway to strengthen how we recognize sustainability results across the system.

To learn more about our Board committees, you can view each committee’s charter by clicking on the committee name above or visiting the Committee Charter page of our Company website.

Our Corporate Governance

Our Certificate of Incorporation and By-Laws, the Board’s Corporate Governance Guidelines and other key practices, and the charters of our Board committees provide the foundation for corporate governance at The Coca-Cola Company. The Corporate Governance Guidelines address such areas as the Board’s mission and responsibilities, Director qualifications, determination of Director independence, Chief Executive Officer compensation and performance evaluation, and management succession planning.

Our Code of Business Conduct

Our Company’s Code of Business Conduct—available in 31 languages in 2012—guides our business conduct. The Code articulates our expectation of accountability, honesty and integrity in all matters. All associates of our Company and its majority-owned subsidiaries are required to read and understand the Code and follow its precepts, both in the workplace and in the larger community.

The Code is administered by the Ethics and Compliance Committee—composed of members of the Company’s senior leadership—with oversight by the Company’s Chief Financial Officer, General Counsel and the Audit Committee of the Board, which is composed solely of independent Directors. The Ethics and Compliance Committee includes seven members representing corporate governance functions and operations, which help ensure consistency in administration of our Code across our enterprise.

Non-employee Directors of our Company and its subsidiaries are bound by our Code of Business Conduct for Non-Employee Directors, which reflects the same principles and values as our Code of Business Conduct. The Non-Employee Director Code is administered by the Board’s Committee on Directors and Corporate Governance, which is composed solely of independent Directors.

To ensure an ongoing commitment to and understanding of our Code of Business Conduct, we offer online training to all associates with Company-provided computers discussing topics related to ethics and compliance, including our Anti-Bribery Policy. All newly hired associates receive the training upon hire and all others receive the training at least once every three years. In 2011, approximately 20,000 management and non-management employees (14% of Company associates) were asked to certify their compliance with the Code of Business Conduct, Human Rights Statement, Workplace Rights Policy and the Company’s anti-bribery requirements. In addition to a number of optional training courses on various topics, associates are requested to participate in ethics training on an annual basis, resulting in an average of 60 minutes of ethics training per associate per year.

Reporting Ethics Violations

We urge anyone who has a question or concern about our business conduct to contact our EthicsLine—a global Internet and telephone information and reporting service for associates, customers, suppliers and consumers who perceive violations of our Code of Business Conduct, our Workplace Rights Policy or applicable laws and regulations. We treat all inquiries confidentially and investigate all concerns.

Remaining vigilant against corruption

Doing business with integrity means avoiding bribery or corruption in any form. It also means complying with the anti-corruption laws of the countries where we operate. Our Anti-Bribery Policy provides guidance on how to conduct business in a fair, ethical and legal manner.

We conduct periodic anti-bribery assessments and audits of our business to raise overall awareness, detect potential misconduct and monitor compliance with anti-corruption laws and policy. We have reviewed practices at all our business units for risks related to corruption, and we concentrate our assessments and audits on the highest-risk locations. We periodically engage independent third parties to perform assurance procedures to ensure our program elements are functioning properly and to identify best practices that we can implement broadly.

The Company will launch an update to our Anti-Bribery Policy and refreshed training in 2012. We continue to leverage opportunities to share learnings and successful practices across our system.

We participate in several global forums on anti-corruption, including the World Economic Forum’s Partnering Against Corruption Initiative and the UN Global Compact’s Anti-Corruption Working Group. Through these engagements, we have been able to continuously identify and share anti-corruption best practices.

Additionally, we have launched a global program to screen vendors and potential vendors deemed to be high-risk and obtain their agreement to abide by the Company’s Anti-Bribery Policy.

Our Public Policy Engagement

Public policy affects our business, our people and the communities where we do business. Through engagement, we seek to responsibly use our resources to advance public policy that is consistent with the sustainability of our business and our Company values.

We base our political contributions on several criteria, including legal compliance, Board and management oversight, public policy support and public transparency. While we do use our resources to advance public policy in a number of countries, our main focus is in the United States.

We provide a full report of U.S. political contributions from our Company and from associate-funded programs, which include The Coca-Cola Company Nonpartisan Committee for Good Government (Coca-Cola PAC) and various other state political action committees, on our Company website. Find it, along with our political contributions policy, here.

In addition, The Coca-Cola Company is active in a number of associations and organizations. To share just a few, we have board membership in the American Beverage Association, the Grocery Manufacturers Association, the Food Marketing Institute and the National Restaurant Association. We also have active partnerships with World Wildlife Fund, the U.S. Agency for International Development and Partners for a New Beginning. We support the UN Global Compact, including the Caring for Climate and LEAD initiatives; the Global Reporting Initiative; the CEO Water Mandate; and the Millennium Development Goals. We participate with the Global Business Initiative on Human Rights, the Global Industrial Relations Network and the Global Networks of the International Organisation of Employers, as well as the U.S. Council for International Business, the U.S. Chamber of Commerce, the HR Policy Association, the Labor and Employee Relations Network and the Brussels European Employee Relations Network.

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