ethics & compliance
Code of Business Conduct
T
h e
R E
A L
T h i n g
T h e
H T
R I G
y
W a
W elcome
from our chairman and chief executive officer
Dear Colleagues,
Coca-Cola Enterprises delivers the refreshment and
enjoyment of Coca-Cola and all our brands to our
customers, consumers and communities every day.
As we continue to grow our business and strive to
become and remain the best beverage sales and
customer service company in the world, we continue
our commitment to furthering a culture of ethical
behaviour and values that connects all of us at CCE,
no matter what our role or geographic location.
Each of us at CCE—employees, officers and
directors alike—has a role in protecting our
Company, our reputation and the brands we sell.
This means more than making sure we comply
with laws and policies. It also means serving as
leaders and role models to help foster a solid and
sustainable ethical environment. We are all faced with competing priorities and pressures
every day and knowing the correct course of action is not always clear or easy.
That is why at CCE, we follow the RIGHT Way model of ethical values. Our actions,
decisions and behaviour must always maintain Respect, Integrity, Good judgement,
Honesty and Trust. These values serve as the foundation of our Code of Business Conduct
(‘Code’) and it is important that we live these values every day and in everything we do.
To support and enhance CCE’s ethical culture, we have adopted this revised Code of
Business Conduct. The Code clearly outlines our ethical principles and provides
guidance for making work-related decisions. We must all adhere to this Code while
working for CCE, no matter what the circumstances.
I encourage and expect you to adopt and live by this Code, as I do. Please use it as a
resource throughout your career at CCE. You may occasionally be asked to recertify your
commitment to this Code, subject to local law.
With all of us following our Code, I am confident that our commitment to ethics and
compliance will continue to effectively guide us to be the best beverage sales and
customer service company in the world.
John F. Brock
Chairman and Chief Executive Officer
June 2011
i
W elcome
from our chief compliance and risk officer
Dear Colleagues,
Coca-Cola Enterprises is committed to doing what is
right each and every day. We must continue to meet
the highest standards of ethical behaviour across all
functions of our business. The mission of the Compliance
and Risk Office is to foster and enhance the ethical
environment at CCE.
You play a critical part in carrying out this mission. The
Compliance and Risk Office is committed to providing
you the necessary tools to help you better understand
your role within CCE. One such tool, our Code, serves as
the foundation of the ethics and compliance programme
at CCE.
Every employee, officer and director must follow the principles of our Code by applying
them to his or her daily roles and responsibilities. The RIGHT Way model of ethical
values will help ensure that you do so every day and in everything that you do at CCE.
We all have a responsibility to help detect and prevent unwanted incidents or wrongful
acts within our Company. Several options are available based on your location for
reporting ethical violations. For more information, please refer to the section titled
‘Seeking Guidance and Voicing Concerns’. Keep in mind that CCE expressly
prohibits retaliation against anyone who in good faith reports an actual or potential
Code violation.
If at any time you require more guidance on our Code or any other matter relating to our
Code, please feel free to contact me or another member of the Compliance and Risk
Office. Thank you for your continued commitment to furthering our culture of ethical
behaviour at CCE.
T.J. Wolfe
Vice president
Chief Compliance and Risk Officer
January 2014
ii
Table
Welcome from Our Chairman
and Chief Executive Officer ...............i
Welcome from Our Chief Compliance
and Risk Officer .................................ii
Introduction ...........................................1
Compliance with the Law .......................1
Our Guiding Principles:
Doing Things the RIGHT Way..............1
Seeking Guidance
of
contents
Avoiding Conflicts of Interest .............9
Entertainment and Gifts.........................10
Entertainment........................................10
Gifts.......................................................10
Associations with Customers,
Suppliers or Competitors ...................12
Corporate Opportunities .......................12
Protecting Company Assets ..............13
Physical Assets ....................................13
and Voicing Concerns .........................2
Confidential Company Information .......13
Protection Against Retaliation ................3
Intellectual Property ..............................14
Management Responsibilities ................3
Personal Information ............................14
Working with Each Other .....................4
Using Technology Appropriately ...........15
Promoting Health and
Maintaining Accurate Records ..........16
Safety in the Workplace ....................5
Preventing Substance Abuse ..............5
Working with
Customers & Suppliers .....................6
Records and
Information Management .................... 17
Audits and Investigations .....................17
Complying with
Product Quality .......................................6
Anti-Corruption Laws ........................ 17
Commercial Bribery ................................7
Avoiding Insider Dealing ...................18
Fair Dealing.............................................7
Upholding Our
Third-Party Property and Information .....7
Interacting with Competitors ...............8
Environmental Commitments .........19
Engaging in Government
Competitor Information ...........................8
and Political Activities ....................20
Competition Laws ...................................8
Notes to Our Code ..............................20
Waiving Our Code of Conduct ..............20
Disclaimer .............................................20
Resources ...........................................21
iii
Introduction
At Coca-Cola Enterprises (‘CCE’), we are passionate about bringing the refreshment and
enjoyment of Coca-Cola and all our brands to our customers, consumers and communities
every day.
Together, we work from a shared set of values that defines who we are as a company. Integrity
is key to our success. At CCE, integrity means always doing what is right. This is critical to
upholding our outstanding reputation and ensuring business success.
Our guiding principles help us to ensure integrity in our everyday job responsibilities. Our Code
of Business Conduct (‘Code’) builds on these guiding principles. It explains the standards
we are expected to follow in our daily business activities, as well as our legal and ethical
responsibilities. Our Code applies to all CCE employees, officers and directors regardless of
location. Each of us must be sure to read our Code and follow it at all times.
Please note that a violation of our Code, Company policy or the law can result in disciplinary
action, up to and including termination, consistent with local law. Such a violation could
even subject the individuals involved to possible civil or
criminal penalties.
Compliance with the Law
While our Code discusses many areas of potential ethical or legal
misconduct, it cannot, and does not try to, address every situation
that may occur in our workplace. Laws and regulations are
complex and subject to change and often vary from one location
to another. Company policies may also be subject to change and
may vary depending on location. It is important to keep in mind
that laws in the U.S. and other countries may apply even when
we conduct business outside their boundaries.
We therefore must familiarise ourselves with and follow the
policies, procedures and laws that apply to our particular jobs. If
you are ever uncertain which rule or policy you should follow, or if
you are concerned that there might be a conflict between local law
and the guidance set out in our Code or policies, please consult
our Company’s legal department before proceeding.
Our Guiding Principles:
Doing Things the RIGHT Way
Doing things the RIGHT Way means more than just following
the rules. It means demonstrating the RIGHT Way values in all
of your actions, decisions and behaviour while at work. When
making decisions about a course of action, always ask yourself:
1
Respect—Does your action demonstrate respect for all parties involved?
Integrity—Does it reflect the highest personal and public standards even when no one is watching?
Good Judgement—Is it the result of considering all options and how they will affect all parties involved?
Honesty—Is it truthful and does it avoid deceptive practices?
Trust—Does it build trust in me and CCE and show trust in others?
If you cannot clearly answer ‘yes’ to any of these questions, follow the steps set out in the next
section, ‘Seeking Guidance and Voicing Concerns’.
Seeking Guidance and Voicing Concerns
To guide us as we make sound, ethical decisions, our Code discusses many of the Company’s
policies and applicable laws we must follow. Our Company policies and procedures, which may
differ based on your location, are a source of further information. Most often, our Code and these
policies and procedures will be sufficient to guide you. However, you may require extra guidance.
If so, you should seek guidance from:
• Your manager or a member of local Company management
• The Compliance and Risk Office
• Your Human Resources representative
• The HeRe Team
• The Compliance and Risk Officer
• CCE’s legal department
Please see the ‘Resources’ section at the end of our Code for instructions on finding resources
based on your location.
If you become aware of a situation that may involve a violation of this Code, Company policy
or any applicable law or regulation, you are encouraged to report it. Doing so helps us all.
In the United States and The Netherlands, you are required to report it to our Company
and failing to do so is itself a breach of our Code.
2
You can report actual or suspected violations anonymously
where allowed by local law. Please keep in mind, however,
that in most circumstances it is more difficult, and in some
circumstances even impossible for us to thoroughly
investigate reports that are made anonymously. As a result,
where you are comfortable, you are encouraged to share
your identity when making a report.
CCE will maintain the confidentiality of all such reports to
the greatest extent possible, consistent with resolution of
the issues and compliance with applicable law. All reports
will be investigated promptly and appropriately. Anyone
accused of wrongdoing will have the right to access the
information reported and make corrections, in the event
of an error. Appropriate corrective or disciplinary action for
Code violations will be applied whenever necessary and in
accordance with local law and Company policy.
Protection Against Retaliation
CCE will not tolerate retaliation against you for making good
faith reports and/or participating in investigations of actual
or suspected violations of this Code. Reporting in good faith
means that you share full and accurate information you
have about a situation and you believe your report to be
true. Retaliation is a violation of our Code. Individuals who
retaliate will be subject to discipline, consistent with
local law.
Management Responsibilities
CCE managers are expected to lead by example and serve
as role models. As such, managers have more responsibility
under our Code.
Managers are expected to effectively communicate our
guiding principles and our Code to those who report to
them. In addition, managers have an obligation to create a
work environment that encourages employees to come to
them with questions or concerns. Managers also have a
responsibility to help employees resolve any questions or
concerns by contacting the right resources and ensuring
that no retaliation occurs.
3
Question:
Ariana works in finance. This
morning, her manager asked
her to perform a task that Ariana
knows violates our Code. When
she expressed her concerns,
her manager told her he doesn’t
care what the Code says and
that he’ll take full responsibility if
there is any trouble. She’s afraid
that he’ll retaliate against her
if she reports the matter. What
should Ariana do?
Answer:
Ariana should report the
situation right away. If she
follows her manager’s
instructions and violates our
Code, they will both be in
violation of our Code. CCE
will protect Ariana from any
retaliation that results from
her good faith report.
Working
with
each
other
We treat all of our colleagues fairly, honestly
and with respect, and we respect and
promote the diversity of our workforce.
We must each be dedicated to providing an
inclusive work environment that promotes
diversity and fosters respect for all of our
colleagues, customers and business
partners. We do not make employmentrelated decisions or discriminate against
anyone on the basis of legally- or
Company-protected characteristics, such as
race, colour, religion, gender, age, mental or
physical disability, national origin or sexual
orientation. Such actions will not be tolerated
at CCE.
CCE also prohibits all forms of unlawful
harassment, whether sexual or non-sexual
in nature. Harassment may come in the
form of physical actions, visual displays or
verbal remarks.
Please refer to CCE’s policies in effect for
your location on workplace discrimination
and harassment for more detailed guidance.
Question:
Lately, Michele’s manager
has been making her feel
nervous and uncomfortable. He
often asks her out for drinks,
comments on her appearance
when no one else is around
and tells her jokes with sexual
references. Michele has turned
down his offers and has asked
him to stop making these
jokes and comments, but her
manager’s behaviour has not
changed. What should she do
in this situation?
Answer:
Michele has made it clear to her
manager that his behaviour is
unwelcome and is making her
feel uncomfortable. She should
report her manager’s harassing
conduct right away. She will not
face any retaliation for making a
good faith report.
4
P r o m o t i n g H e a lt h
and
Safety
in the
Workplace
We manage our operations to protect the health and
safety of our colleagues and the communities in which
we do business.
For our health and safety, and that of our colleagues, we
must be committed to pursuing the highest health and
safety standards. We comply with applicable health and
safety rules and regulations. In addition, we consistently
promote safe operating practices and avoid undue risk
to our colleagues and our communities. To achieve this
goal, we cooperate with and support appropriate accident
prevention efforts. We also follow the programmes,
training and internal controls implemented by CCE.
To ensure safety in our workplace, we must never
engage in violence or threats of violence at CCE. This
means we may not make any action or communication
that might be seen as a threat towards anyone on
Company property or anyone conducting business with
our Company. In addition, we may not bring any kind of
weapon to the workplace.
Question:
While working, Antonio notices
that a part on the forklift he is
using is broken. The machine still
seems to be running properly.
Antonio isn’t sure whether anyone
else is aware of the broken part.
What should he do?
Answer:
Antonio should report the situation
to his manager immediately, even
if someone may have already
raised a concern and the forklift
seems to be working properly. We
must always follow safe working
procedures to prevent the
occurrence of any accidents.
Please refer to our Company’s policies in effect for your
location on health and safety for more detailed guidance.
Preventing
Question:
substance
Reggie is attending an after-hours,
CCE-sponsored event at which
alcohol will be served. May he
drink wine while there?
Answer:
If Reggie is over the legal age
for consumption of alcohol in his
location, he may consume alcohol
at a Company-sponsored event
or meeting where alcohol is made
available, so long as he drinks
in moderation and doesn’t
operate a vehicle or machinery
while impaired.
abuse
While at work, on our Company’s premises or in our
Company’s vehicles we do not use alcoholic beverages,
illegal drugs, prescription drugs (in a manner other than
prescribed) or controlled substances. We never operate
vehicles while impaired.
Substance abuse limits our ability to do our work safely
and therefore puts us all in jeopardy. We may never work
or attend work related events while under the influence of
alcohol, illegal drugs, misused prescription drugs or
controlled substances. In addition, we may never use,
possess, transfer or sell alcohol or illegal drugs during work
hours or while on Company premises. We also may never
drive Company vehicles while under the influence of any of
these substances.
Our Company makes an exception for minimal alcohol
usage at certain specific Company events where alcohol is
served, subject to applicable local law.
Please refer to our Company’s policies in effect for
your location on substance abuse and alcohol for more
detailed guidance.
5
Working
with customers and suppliers
We work to maintain CCE’s reputation for integrity and dealing fairly with our customers and our
suppliers.
Product Quality
Our customers choose CCE because we provide a consistently superior product and service.
Ensuring that our products are of the highest quality is critical to our success. We must each be
aware of and follow Company policies and procedures that protect the quality of our products.
In addition, we expect our suppliers to assure the quality and safety of the products and
services they provide CCE. For this reason, we choose suppliers who share our values and
who deliver superior products and services.
Please refer to our Company’s policy in effect for your location on supplier obligations for more
detailed guidance.
Question:
While on a break, Francis watches an inspector look at a tank of product. Francis thinks
he sees something fall into the tank, but the inspector doesn’t seem concerned.
Afterwards, Francis hears a strange noise coming from the tank. What should he do?
Answer:
Francis should report the incident to his manager immediately. This way, any affected
product can be placed on hold right away and the incident can be investigated. Our
customers rely on us to provide a superior product. If you have any questions about the
safety or quality of our product, you should report your concerns.
6
Commercial Bribery
We never make supplier or other business decisions based on
any personal benefit given or offered to us. In particular, we
do not solicit, offer or accept personal or Company bribes or
kickbacks from anyone who does or is seeking to do business
with our Company. To clarify, a ‘bribe’ is anything of value given
in attempt to affect a person’s actions or decisions in order to
obtain or retain business or a business advantage. ‘Anything of
value’ includes cash, entertainment or other gifts or courtesies.
A ‘kickback’ is the return of a sum already paid or due as a
reward for awarding or furthering business. See the section,
below, on ‘entertainment and gifts’ for related examples.
Fair Dealing
We have made a commitment to deal lawfully with all of our
actual or potential customers, suppliers and other business
partners. We comply with all applicable laws and regulations
regarding marketing, sales and advertising practices. This
means we never misrepresent the quality, features or
availability of our products or services. In addition, we do not
disparage or make untrue statements about our competitors’
products or services.
Question:
Jacques has negotiated a
marketing contract with a
customer on behalf of the
Company. The customer asks
him to date the document
earlier, as of the end of the prior
month. The customer explains
that this is for ‘the accountants’.
Jacques knows that there was
no discussion of a contract
during the prior month. Should
he back-date the contract?
Answer:
No. It is not appropriate to
back-date documents in order
to achieve an accounting result.
Jacques should explain that
he is unable to back-date the
document and should record the
correct date on the contract.
7
We must never take action to
assist a customer or supplier in misrepresenting its
financial results. Such actions can be unlawful and
harm our Company’s reputation for fair dealing.
Third-Party Property and Information
We must respect the intellectual property belonging
to third parties and never infringe upon the intellectual
property rights of others. (See the ‘Protecting Company
Assets’ section for a definition of intellectual property.)
Be especially careful when using the name or printed
materials of another company or when operating a
software programme on a Company computer. Only
authorised software properly licensed by our Company
is permitted on CCE computers.
You must work to safeguard the confidential,
non-public information of our customers, suppliers and
other business partners that you obtain through your
work for CCE. See the ‘Protecting Company Assets’
section for a description of confidential, non-public
information.
In addition, you may not disclose any confidential,
non-public information belonging to a former employer
to anyone within CCE. If someone at CCE asks
that you do so, you should report the matter to our
Company’s legal department.
Interacting
with
competitors
CCE competes on the basis of its products and services.
We deal appropriately with all competitors.
Our actions in the marketplace define who we are as a
Company. By competing based strictly on the merits of our
products and services and never in an unethical manner, we
uphold our Company’s reputation for integrity. We concentrate
on anticipating and satisfying the needs of our customers and
never seek to limit the competitive opportunities of our rivals in
unlawful ways.
Competitor Information
Through our work, we may come across confidential competitor
information that would give our Company a competitive
advantage. We must be careful to handle this information—
whether from new hires who previously worked for our
competitors or otherwise—in a lawful and ethical manner.
If you receive any information from a current or former employee
of a competitor, you may not use or disclose it without receiving
prior permission from our Company’s legal department.
Competition Laws
Competition in the marketplace ensures we provide our
customers superior products and services at the best prices.
To compete ethically and lawfully, we strictly comply with all
applicable competition laws. You must know and follow the
laws that apply to your job function at all times.
Question:
During a dinner break at an
industry conference, Astrid
speaks with a friend who works
for one of our competitors. Her
friend mentions that his
company is considering
increasing prices because of
certain industry pressures.
Astrid assumes that CCE and
all of our competitors are facing
these same pressures. Is it okay
for her to discuss our pricing
plans with her friend?
Answer:
No. Astrid should not discuss
any of CCE’s pricing strategies
with her friend, or with anyone
who doesn’t have a legitimate
business need to know. Astrid
should stop the discussion and
immediately report what
happened to our Company’s
legal department.
8
While competition laws are complex, they generally forbid
taking any actions with competitors that may restrain
trade, such as price fixing, bid rigging or dividing or
allocating markets, territories or customers. If a competitor
attempts to discuss any of these topics with you, stop
the conversation immediately. You should then report
the incident to our Company’s legal department. Avoid
conversations about competitively sensitive information
with representatives of our competitors unless you receive
prior permission from our Company’s legal department.
Competition laws also generally prohibit entering into
formal or informal agreements with suppliers or customers
that may restrict competition. Such agreements include
improperly tying products, fixing resale prices or boycotting
particular customers or suppliers.
Please note that violations of competition laws may
subject both the people involved and our Company to
severe consequences.
Please refer to our Company’s competition and antitrust policies
and procedure in effect for your location for more detailed guidance.
Avoiding
conflicts
of
interest
We each have a responsibility to protect CCE’s reputation at all times. Doing so requires we
avoid conflicts of interest. We must not take personal advantage of opportunities that we learn
about through the use of corporate property, information or position.
A conflict of interest arises when our personal or outside interests limit our ability to perform our
work for CCE objectively, conflict with CCE’s interests or make us appear biased. For instance,
a conflict can occur when you or a member of your family receives improper personal benefits
due to your position at CCE. You must avoid any interest, investment or association in which a
conflict of interest might arise.
If you believe you are facing a conflict of interest, you must disclose it to your manager, who is
required to seek guidance from the Compliance and Risk Office. If you believe that anyone else
is subject to a conflict of interest, raise the issue with any resource listed in ‘Seeking Guidance
and Voicing Concerns’.
The following sections describe some of the more common situations that may create conflicts
of interest.
9
Entertainment and Gifts
The exchange of business gifts or entertainment is often a way to build or
strengthen good working relationships with customers or suppliers. This is an
area where our common sense and best judgement are critical. Remember—
appearances matter. We must never give or accept a gift or entertainment if doing
so would cause the receiver to appear biased.
Entertainment
You may offer or accept entertainment, which includes meals and trips that the
person offering attends, only when it fits all of the following guidelines:
• It is incidental to a business discussion.
• It is in a setting that is appropriate for a business discussion.
• It is a ‘common courtesy,’ meaning that you could provide comparable
entertainment in return and properly charge it as a business expense.
• It is unsolicited, meaning that the recipient did not ask for or suggest it.
An offer of entertainment that you know or suspect does not fit all of these
guidelines requires the pre-approval of your manager, provided that your manager
does not also participate in the entertainment. If your manager does also
participate, you will need approval from a higher-level member of management.
A manager who is not certain whether an offer of entertainment fits all of these
guidelines should seek guidance from the Compliance and Risk Office.
10
Gifts
Our Company defines ‘gifts’ as things of value, goods and
services and entertainment where the person offering does
not attend. Gifts of cash or cash equivalents (such as loans,
discounts, gift cards or gift certificates) are never permitted,
with the exception of certain gift certificates or cash equivalents
received as prizes (see the Q&A in this section). You may only
give or receive a gift that meets all of the following guidelines:
• It is not lavish—whether a gift is lavish may depend on the
recipient’s role and position and generally accepted business
practices and ethical standards.
• It will not impart a sense of obligation.
• It would not appear to call into question your integrity or
your relationship with the person offering or receiving the gift.
If you are offered a gift or entertainment that does not meet
these guidelines, you must politely decline the entertainment or
return the gift. If you are concerned about something you have
been offered, you should ask your manager or the Compliance
and Risk Office for advice.
Question:
Maurice attends an industry
conference and participates in a
raffle contest. He wins a gift
certificate worth €50 to the
finest restaurant in town. He
worries that he can’t accept
since it’s a cash equivalent.
What should Maurice do?
Answer:
Maurice may be able to keep
the gift certificate, since he won
it as a prize at a business
function and it fits all of the
above guidelines. He should
seek approval from a manager
who did not attend the event to
make sure that it complies with
Company policy and the law.
11
Never offer a gift or entertainment if you believe the
recipient is prohibited from accepting the offer, whether
by law or by his or her company’s policy. If you are
unsure whether there is a prohibition, you have a duty
to inquire.
Special restrictions apply to giving gifts and
entertainment to government employees, who include
public officials, members of a political party, public
school employees, candidates for public office or
employees of a government-owned or -controlled
business. Never offer or pay a bribe to a government
employee. You may give a modest gift to these parties
when appropriate and when allowed by local law,
provided you have discussed it with and received
approval in advance from our Company’s legal
department. It is generally inappropriate to offer or
provide entertainment to government employees. Before
doing so, you must receive prior written approval from
our Company’s legal department. See the ‘Complying
with Anti-Corruption Laws’ section of our Code for more
information.
Associations with Customers,
Suppliers or Competitors
Conflicts of interest also may arise when you, your
family member or a member of your household owns
or works on behalf of a company with which CCE
does (or is considering doing) business or a
company with which CCE competes. For this reason,
you may not be involved in any way with the bidding,
negotiating or contracting process between CCE and
any company for which a member of your family or
household works. When any such association exists,
you must disclose it to your manager immediately.
In addition, if a member of your family or household
works for a CCE competitor, you must disclose the
situation immediately to your manager, subject to
local law.
Corporate Opportunities
During the course of your employment, you may
learn about business opportunities that you are
interested in pursuing outside of CCE. You may not
take for yourself (or direct to someone else) any
opportunity you discover through your position at
CCE or while using Company property or
information, without first obtaining approval from our
Company’s legal department. If you are a director or
an executive officer of our Company, you must have
the permission of our Board of Directors to take such
an opportunity.
Question:
Lavida is helping to organise
an employee appreciation
party. She’s looking for a
caterer to handle all of the food
services at the party. She’s
collecting bids from various
catering companies, including
her sister’s catering company.
Lavida calls her sister to give
her the details and to suggest
that she submit a bid. She also
tells her sister about the pricing
that some other caterers have
submitted to give her an idea of
the price she should quote. Is
this okay?
Answer:
No. While Lavida is welcome to
tell anyone to submit a bid, she
should not have told her sister
about the other caterers’ prices.
In addition, if her sister does
submit a bid, Lavida should tell
her manager and remove
herself from the supplier
selection process.
12
Protecting
company
assets
We protect and make efficient use of our Company’s assets, including physical assets,
confidential Company information and electronic assets such as computers, email and
telephones.
Physical Assets
At all times, we must protect our Company’s physical assets, including its facilities, vehicles,
funds, equipment, product and supplies from theft, damage, loss or misuse. Theft, damage,
carelessness and waste have a direct impact on our Company’s profitability and success.
You must report any suspected fraud or theft to your manager immediately depending on
applicable local law.
CCE recognises that occasional personal use of certain Company equipment is sometimes
appropriate when done in accordance with local policies. However, we must ensure this
use does not interfere with our ability to do our work for CCE. Never use CCE’s assets for
personal gain, such as for non-CCE business activity or solicitation, or that of another person
or organisation. Be sure to observe all requirements of the relevant Chart of Authority, which
describes the approvals required for Company decisions.
Confidential Company Information
Question:
Warren frequently travels on business for
CCE. He takes many calls on the train and
in airport terminals. He also uses his laptop
and PDA in public places. What precautions
should he take to ensure that he does not
reveal confidential, non-public information
about CCE?
Answer:
Warren should take extra precautions
whenever he is discussing confidential,
non-public information about CCE on the
phone or viewing it on his laptop. This is
especially true in public places and open
areas at CCE, such as break rooms and
restrooms. You can never know who may
be listening or looking over your shoulder.
Warren should also be careful to follow
proper security measures at all times. This
means he must appropriately log off his
laptop when not using it and store his laptop,
PDA and mobile phone in secure locations
at all times. For example, he needs to carry
these with him on the plane, rather than
checking them in his luggage.
In addition to physical assets, we must also
safeguard our Company’s confidential,
non-public information. This generally includes
any information that has not been disclosed
or made available to the general public. This
information includes financial or technical
data, plans for acquisitions or divestures, new
products, marketing strategies, major contracts,
business plans, financing transactions, major
management changes and significant corporate
developments. Do not allow others to access
CCE’s confidential, non-public information.
We may only reveal confidential, non-public
information to authorised employees or
outside parties that need this information for
appropriate business purposes. To disclose the
information to an outside party, you must obtain
permission from your manager and ensure an
appropriate confidentiality agreement is in place
and in a form approved by our Company’s legal
department. Never use confidential, non-public
information about CCE for personal gain or
disclose it to others for their gain.
As only certain people within our Company
hold the information that shareholders,
analysts and the media may require, only
designated persons may respond to requests for such information.
Direct all media inquiries to Public Affairs and Communications and all investor
inquiries to Investor Relations.
13
Intellectual Property
Our Company’s intellectual property, whether
licensed or owned, is among its most
valuable assets. We therefore must protect
our Company’s intellectual property rights.
‘Intellectual property’ refers to anything we
create on Company time, at CCE’s expense or
within the scope of our job duties. CCE owns
the rights to anything we create through our
work with CCE to the extent permitted by law,
regardless of whether this property is patentable
or able to be protected by copyright, trade
secret or trademark. Examples of intellectual
property include copyrights, patents, trademarks,
trade secrets, design rights, logos, software
programmes, business processes and delivery
or production methods.
Personal Information
We have a duty to protect confidential personal
data entrusted to us by our colleagues,
customers, suppliers and others in accordance
with local law and Company policy. No one
should access, handle, use or disclose
prospective, current or former employee records—
such as payroll, group insurance, benefits and
working files—without proper authority.
Please refer to our Company’s policy in effect
for your location on employee data management
for more detailed guidance.
14
Using Technology Appropriately
We must safeguard CCE’s computer hardware and
software, as well as the data stored on Company
computer systems, from damage, alteration, theft, fraud
and unauthorised access. To achieve this goal, we
must follow the specific security measures and internal
controls in place for the computer systems to which we
have access.
We have a responsibility to use these resources in a
safe, ethical, lawful and efficient manner. This means,
in part, that we may never use Company technologies
(including computers and other electronic devices
that have access to the Internet, such as a PDA or
mobile phone) or computer systems to download or
send inappropriate, discriminating, sexually explicit
or offensive statements or materials. In addition, we
may not use these systems to access illegal material,
send unauthorised solicitations or conduct business for
another organisation.
Remember that electronic messages (such as emails
and text messages) and posts on public forums (such
as blogs and social networking sites) are permanent,
transferable records of your communications and
can affect the reputation of our Company. Take extra
precautions when drafting any such items. When using
CCE technologies, only post information to public forums
for business purposes.
Also remember that the communications you create and
send using CCE technologies and computer systems
are not necessarily private. Subject to applicable law
and policy, your electronic communications may be
monitored and used for Company purposes.
Please refer to our Company’s policies in effect for
your location on the identification, classification and
acceptable use of CCE technologies and computer
systems for more detailed guidance.
15
Question:
Claudia is very involved in
politics and runs a blog about
the local candidates she
supports. As local elections
near, she begins blogging
during her lunch break on her
CCE-supplied laptop. Since
she’s not doing so during
working hours, is this okay?
Answer:
No. Claudia should keep in
mind that anything she posts on
public websites while using CCE
computer systems can be traced
back to our Company. This
means that others may view
Claudia’s opinions as coming
from or supported by CCE.
Be sure to only post business
information in an authorised
manner when using CCE
systems or technologies.
Maintaining
accurate
We provide accurate and timely
disclosure to shareholders and
regulators and ensure the accuracy
of our records in order to do so.
As our shareholders and other
stakeholders rely on the detailed
information contained in our
business records, it is our duty
to ensure that the information we
provide them is accurate, timely,
complete, fair and understandable.
In maintaining our financial records,
we must always use good judgement
and follow all applicable laws and
internal control procedures. This
requires that we never make false
or misleading entries. We must sign
only those documents that we believe
to be accurate and in compliance
with Company policy and the law.
Your signature signifies approval,
so be sure to review documents
carefully before signing.
records
Question:
Gavin, an hourly employee, has worked quite
a bit of overtime in the past week. His
manager asks him to not record this overtime,
suggesting that he instead take a day off next
week. This way, he’ll receive pay for all of his
hard work and his manager won’t go over the
payroll budget. Is this acceptable?
Answer:
No. Gavin may assume this approach is
okay because it won’t cost CCE any extra
money. However, time records are business
records and it is extremely important that
all of our records contain only accurate and
honest information. In addition, depending
on the location where Gavin works, reporting
time worked inaccurately may be a violation
of applicable wage and working time laws.
Submitting false time records is never
acceptable. Gavin should record his
overtime hours and report his manager’s
request—subject to local law—to another
member of management, a resource listed in
‘Seeking Guidance and Voicing Concerns’,
or our Audit Committee.
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While your position may not require you to maintain or file Company
records, you do have a duty to ensure that the information you
submit in order to keep these records is accurate, complete and
reliable. Examples of records you may encounter in your daily work
include your job application, expense reports, time records,
customer agreements and inventory and sales records.
If you become aware of an actual or potential problem with our
Company’s accounting or financial reporting practices, you should
raise your concerns immediately with your manager, follow the
steps set out in ‘Seeking Guidance and Voicing Concerns’ or write
to our Audit Committee.
Records and Information Management
We must maintain and discard documents and files (whether in paper, electronic or any other
form) in accordance with our Company’s records retention policies. These policies and our
location-specific records retention schedules provide guidance as to how long you should
retain a document and how to destroy it at the appropriate time.
If you have any questions, you should consult your manager or refer to our Company’s policies
in effect for your location on record and information management.
Audits and Investigations
We must provide all information requested in any investigation or audit conducted by our
Company (whether internal or external) or by any government authority. If you are contacted
by an outside investigator, notify our Company’s legal department immediately.
If you are notified that documents in your possession are subject to a legal hold or are needed
as part of an internal investigation, do not destroy, conceal or alter these records in any way.
In addition, when participating in an investigation, you may never make untrue or misleading
statements or encourage anyone else to do so.
Complying
with
anti
-corruption
laws
We must be mindful of special restrictions imposed upon us when dealing with any person or
government employees on our Company’s behalf.
To be responsible members of our business communities, we must follow applicable
anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, wherever we do
business. This rule applies regardless of local law or custom. This means we may never offer,
attempt to offer, authorise or promise any sort of bribe or kickback to a government employee
(see the ‘Entertainment and Gifts’ section for additional guidance).
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As a reminder, a ‘bribe’ is anything of value given in an attempt to affect a person’s actions
or decisions in order to obtain or retain business or a business advantage. ‘Anything of
value’ includes cash, entertainment or other gifts or courtesies. A ‘kickback’ is the return of
a sum already paid or due as a reward for awarding or furthering business.
It is also important to note that we may not hire a third party to do something that we
cannot ethically or legally do ourselves. Engaging a third party to indirectly make an
improper payment violates our Code and anti-corruption laws. We must carefully screen all
third parties using our due diligence procedures before retaining them.
Anti-corruption laws are complex and the consequences for violating these laws are severe.
Avoid any activity that could be construed as bribery. If you have any concerns relating to
anti-corruption laws, you should contact our Company’s legal department promptly.
Avoiding
insider
dealing
We do not deal in any company’s securities on the basis of material
non-public information.
We may not buy or sell a company’s securities, including our own, based on
‘material non-public information’. This term generally describes information
that, if publicly known, would be considered important by a reasonable
investor in determining whether to buy, hold or sell the securities of that
company. At times, we may have access to such information about CCE
or one of our business partners. Do not trade on this information until
it is considered public. Doing so is considered insider dealing, which is
a violation of Company policy and the securities laws enforced in the
countries where we do business.
18
Question:
After starting work on a new
project, Rita learns about a
process recently developed by
one of CCE’s suppliers, a
publicly held machinery
company. Rita is planning to
buy stock in the machinery
company before this information
becomes public and the
company’s securities price
goes up. Is this allowed?
Answer:
No. Rita may not trade in the
supplier company’s securities
because she holds material
non-public information about
the company due to her
employment at CCE. Buying
stock in the company while in
possession of such information
violates Company policy and
securities laws.
Upholding
In addition, do not ‘tip’ or pass along material
non-public information to someone else to allow
him or her to buy or sell securities based on
the information. This rule applies whether you
or the other person profits from the transaction.
To avoid tipping, do not disclose any non-public
information to anyone who does not have a
business need to know it.
Please note that violations of insider dealing
laws can carry both civil and criminal penalties
for those involved, in accordance with local
law. If you are unsure whether information is
considered material and non-public, you should
consult our Company’s legal department.
o u r e n v i r o n m e n ta l c o m m i t m e n t s
We operate all Company facilities in compliance with all applicable environmental laws,
regulations and permits.
We each have a responsibility to perform our jobs in accordance with CCE’s environmental
policies. We also must follow applicable environmental laws, regulations and permits. Such
laws may govern the control, transportation, storage and disposal of regulated materials.
‘Regulated materials’ may include, among other things, carbon dioxide emissions,
wastewater, solid waste, hazardous waste and storm water.
If your job involves contact with regulated materials or requires that you make decisions
about those materials, you need to understand how they can be safely handled to protect
you, your colleagues and our communities from harm. It is your duty to become familiar
and comply with all policies and procedures that apply to your job responsibilities or
work sites.
Please refer to our Company’s environmental policies in effect for your location and
Corporate Responsibility and Sustainability initiatives for more detailed guidance.
19
Engaging
in government and political activities
We do not make political contributions out of our Company’s funds without authorisation.
Our Company recognises our right to participate in the political process as individuals and
encourages us to do so. However, we may only participate on our own time and at our own expense.
Our Company will only make political contributions as permitted by law and only when
approved in advance by our senior public affairs officer and legal counsel. As such,
CCE will not directly or indirectly reimburse employees, officers or directors for contributions to
political parties, leaders or candidates.
Importantly, our Company is not permitted to make political contributions in France, Belgium
or Great Britain.
Notes
to our code
Waiving Our Code of Conduct
In extremely limited circumstances, CCE may find it appropriate to waive a provision of our Code.
All waivers require the pre-approval of the Chief Ethics and Risk Officer and the General Counsel.
Waiver of any provisions of this Code for executive officers or directors may only be made by the
Company’s Board of Directors. The Board does not intend to grant waivers of these guidelines.
However, if such a waiver is given, CCE will promptly disclose to shareholders such waiver,
as required by law or the rules of the New York Stock Exchange.
Disclaimer
Nothing contained in this Code should be construed as creating any rights or obligations under
applicable employment laws.
20
Resources
The Compliance and Risk Office is available to answer questions about the
Code of Business Conduct or to discuss potential violations.
To contact the Compliance and Risk Office:
E-mail: Ethics@cokecce.com
Mail to: Compliance and Risk Office
2500 Windy Ridge Parkway
Atlanta, Georgia 30339 USA
Call: +1-678-260-3000
For contact information on more resources based on your location,
please refer to the Ethics and Compliance intranet site at
http://home.cceportal.com/Pages/EthicsandCompliance.aspx
21
Coca-Cola, Coke, Diet Coke, Diet Coca-Cola, Coca-Cola Zero, Coke Zero, Fanta, Sprite,
the Dynamic Ribbon device and the design of the Coca-Cola Contour Bottle are registered
trade marks of The Coca-Cola Company.
Printed on 100% recycled paper.