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History
Confederate Colonel John Pemberton who was wounded in the Civil War, became addicted t
o morphine, and began a quest to find a substitute for the dangerous opiate.[5] The prototype
Coca-Cola recipe was formulated at Pemberton's Eagle Drug and Chemical House,[6] a drugs
tore in Columbus, Georgia, originally as a coca wine.[7][8] He may have been inspired by the
formidable success of Vin Mariani, a European coca wine.[9]
In 1885, Pemberton registered his French Wine Coca nerve tonic.[10] In 1886, when Atlanta
and Fulton County passed prohibition legislation, Pemberton responded by developing Coca-
Cola, essentially a nonalcoholic version of French Wine Coca.[11] The first sales were at Jac
ob's Pharmacy in Atlanta, Georgia, on May 8, 1886.[12] It was initially sold as a patent medi
cine for five cents[13] a glass at soda fountains, which were popular in the United States at th
e time due to the belief that carbonated water was good for the health.[14] Pemberton claimed
Coca-Cola cured many diseases, including morphine addiction, dyspepsia, neurasthenia, hea
dache, and impotence. Pemberton ran the first advertisement for the beverage on May 29 of t
he same year in the Atlanta Journal.[15]
By 1888, three versions of Coca-Cola – sold by three separate businesses – were on the mark
et. A copartnership had been formed on January 14, 1888 between Pemberton and four Atlant
a businessmen: J.C. Mayfield, A.O. Murphey; C.O. Mullahy and E.H. Bloodworth. Not codifi
ed by any signed document, a verbal statement given by Asa Candler years later asserted und
er testimony that he had acquired a stake in Pemberton's company as early as 1887.[16] John
Pemberton declared that the name "Coca-Cola" belonged to his son, Charley, but the other tw
o manufacturers could continue to use the formula.[17]
Charley Pemberton's record of control over the "Coca-Cola" name was the underlying factor t
hat allowed for him to participate as a major shareholder in the March 1888 Coca-Cola Comp
any incorporation filing made in his father's place.[18] Charley's exclusive control over the "
Coca Cola" name became a continual thorn in Asa Candler's side. Candler's oldest son, Charl
es Howard Candler, authored a book in 1950 published by Emory University. In this definitiv
e biography about his father, Candler specifically states: "..., on April 14, 1888, the young dru
ggist [Asa Griggs Candler] purchased a one-third interest in the formula of an almost complet
ely unknown proprietary elixir known as Coca-Cola."[19]
The deal was actually between John Pemberton's son Charley and Walker, Candler & Co. – w
ith John Pemberton acting as cosigner for his son. For $50 down and $500 in 30 days, Walker
, Candler & Co. obtained all of the one-third interest in the Coca-Cola Company that Charley
held, all while Charley still held on to the name. After the April 14 deal, on April 17, 1888, o
ne-half of the Walker/Dozier interest shares were acquired by Candler for an additional $750.
[20]
The Coca-Cola Company
The Coca-Cola Company (TCCC) was first introduced by John Syth Pemberton, a pharmacist
, in the year 1886 in Atlanta, Georgia when he concocted caramel-colored syrup in a three-leg
ged brass kettle in his backyard. He first “distributed” the product by carrying it in a jug dow
n the street to Jacob’s Pharmacy and customers bought the drink for five cents at the soda fou
ntain. Carbonated water was teamed with the new syrup, whether by accident or otherwise, pr
oducing a drink that was proclaimed “delicious and refreshing”, a theme that continues to ech
o today wherever Coca-Cola is enjoyed.
Dr. Pemberton’s partner and book-keeper, Frank M. Robinson, suggested the name and penne
d “Coca-Cola” in the unique flowing script that is famous worldwide even today. He suggeste
d that “the two Cs would look well in advertising.” The first newspaper ad for Coca-Cola soo
n appeared in The Atlanta Journal, inviting thirsty citizens to try “the new and popular soda f
ountain drink.” Hand-painted oil cloth signs reading “Coca-Cola” appeared on store awnings,
with the suggestions “Drink” added to inform passersby that the new beverage was for soda f
ountain refreshment.
By the year 1886, sales of Coca-Cola averaged nine drinks per day. The first year, Dr. Pembe
rton sold 25 gallons of syrup, shipped in bright red wooden kegs. Red has been a distinctive c
olor associated with the soft drink ever since. For his efforts, Dr. Pemberton grossed $50 and
spent $73.96 on advertising. Dr. Pemberton never realized the potential of the beverage he cr
eated. He gradually sold portions of his business to various partners and, just prior to his deat
h in 1888, sold his remaining interest in Coca-Cola to Asa G. Candler, an entrepreneur from
Atlanta. By the year 1891, Mr. Candler proceeded to buy additional rights and acquire compl
ete ownership and control of the Coca-Cola business. Within four years, his merchandising fl
air had helped expand consumption of Coca-Cola to every state and territory after which he li
quidate.
His pharmaceutical business and focused his full attention on the soft drink. With his brother,
John S. Candler, John Pemberton’s former partner Frank Robinson and two other associates,
Mr. Candler formed a Georgia corporation named the Coca-Cola Company. The trademark “
Coca-Cola,” used in the marketplace since 1886, was registered in the United States Patent O
ffice on January 31, 1893.
The business continued to grow, and in 1894, the first syrup manufacturing plant outside Atla
nta was opened in Dallas, Texas. Others were opened in Chicago, Illinois, and Los Angeles,
California, the following year. In 1895, three years after The Coca-Cola Company’s incorpor
ation, Mr. Asa G. Candler announced in his annual report to share owners that “Coca-Cola is
now drunk in every state and territory in the United States.”As demand for Coca-Cola increas
ed, the Company quickly outgrew its facilities. A new building erected in 1898 was the first h
eadquarters building devoted exclusively to the production of syrup and the management of t
he business. In the year 1919, the Coca-Cola Company was sold to a group of investors for $
25 million. Robert W. Woodruff became the President of the
Company in the year 1923 and his more than sixty years of leadership took the business to un
surpassed heights of commercial success, making Coca-Cola one of the most recognized and
valued brands around the World.
Vision
Be the outstanding beverage company leading the market, inspiring people, adding value t
hrough excellence.
Mission
Build a sustainable and profitable business through refreshing consumers, partnering with
customers, delivering superior value to shareholders and being trusted by communities.
Values
· Passion: We put our hearts and mind into what we do.
· Accountability: We act with high sense of responsibility and hold ourselves accountable
.
· Integrity: We are open, honest, and ethical and we trust and respect each other.
· Teamwork: We collaborate for our collective success.
Our Goals
· People and Organizational Leadership: Build a highly capable organization and be the e
mployer of choice.
· Commercial Leadership: Profitably deliver superior value to consumers & customers at the
optimal cost to serve.
· Supply Chain: To be the best in class consumer demand fulfillment organization that exceed
s customer expectations highest in quality, lowest in cost, in a sustainable, socially respon
sible manner.
· Operational Excellence: Create a culture of Operational Excellence to support continuous i
mprovement of our business process and systems.
· Sustainability: Ensure the long term viability of our business by being proactive and innovat
ive in protecting the environment and be recognized as one of the most responsible corpor
ate citizens by all stakeholders.
Governance & Ethics
At The Coca-Cola Company, we aim to lead by example and to learn from experience. We se
t high standards for our people at all levels and strive to consistently meet them.
We are guided by our established standards of corporate governance and ethics. We review o
ur systems to ensure we achieve international best practices in terms of transparency and acco
untability. The foundation of our approach to corporate governance is laid out in our Corporat
e Governance Guidelines and in the charters of our Board of Directors’ committees.
.
Corporate Social Responsibility Approach
Our most important responsibility is to fulfill the expectations of our stakeholders and to cont
inuously improve our social, environmental, and economical performance while ensuring the
sustainability and operational success of our company. The Corporate Social Responsibility (
CSR) approach is our main guiding principle in this matter. We evaluate all of our operations
and their impacts on the 10 countries, in which we operate, while considering social, economi
c, ethical and environmental impacts.
CCI accepts 10 principles of the UN Global Compact, which outlines business principles for
companies in social, economic and environmental areas. In this context, we evaluate perform
ance results and expectations of stakeholders, define our priorities and determine improveme
nt targets in conformity with our CSR approach that aims at continuous improvement.
As in all operational processes throughout our company, corporate social responsibility is ma
naged together with our main working strategy. Thereby, it is aimed to effectively deploy the
CSR concept from upper level management implementations to all field operations. Our corp
orate sustainability organization performs a very important function in implementation of our
sustainability model formed in line with our CSR approach. Information about our corporate
sustainability organization is available at www.cci.com.tr.
The CCI Board of Directors, Corporate Governance Committee is responsible for the approva
l of our sustainability strategy and performance monitoring. This responsibility is undertaken
by the CCI Sustainably Committee, headed by the CEO, and comprised of senior managemen
t. The fundamental role of the Sustainability Committee is to identify long-term sustainability
targets and set sustainability criteria.
Coca-Cola İçecek
The CCI Sustainability Working Group operates with the participation of all CCI Function H
eads and plays a critical role in making sure that sustainability management is connected to fi
eld operations and the upper level management structure. The strategic orientation and objecti
ves that emerge from upper level management processes are conveyed to functional manage
ment by the Work Group in order to be transformed into field applications. The work group p
rovides feedback to upper level management and develops performance communication pract
ices such as a CSR report for internal and external stakeholders. The fundamental role of the
CCI Sustainability Work Group is to identify sustainability priorities and key stakeholder gro
ups.
At the Sustainability Work Group Meeting in this reporting period, participants from inside a
nd outside the company gave presentations, evaluated where CCI stands today in terms of sus
tainability, and discussed work completed throughout the industry. During the meeting, a self
-assessment was performed with regard to CCI sustainability strategy and implementations. T
he most important sustainability goal our internal stakeholders were concerned about was that
“the CCI sustainability management model is a leader in both the sector and the business wor
ld.”
At the workshop to state improvement needs and their effects on CCI, short, medium and lon
g-term targets related to CCI sustainability priorities were designated and relevant action plan
s were developed. The main topics identified for improvement were occupational health and s
afety, road and driving safety, community investments, risk management and internal audit, p
reserving water resources, and sustainable procurement and reducing carbon emissions due to
fleet transportation and business travel. We plan to initiate improvement studies pertaining to
these topics during the 2012/2013 period and to submit them for our stakeholders’ perusal th
rough published reports.
Corporate governance
CCI sustainability management, formulated with the corporate social approach, is supported
by the CCI corporate management culture. This culture is based on the principles of fairness,
transparency, accountability and responsibility. It aims to foster open communication with all
stakeholders who are within its area of impact throughout its operational geography.
In 2011, as in every year, CCI demonstrated its commitment to the principles of corporate go
vernance with the evaluation of a third party institution. Our Corporate Governance Rating ro
se from 8.43 to 8.5 out of 10. We also intend to maintain our steady upward trend, which is e
vidence of the importance CCI places on corporate governance principles and the success of
our implementations based on the improvements it makes in this area in the coming years.
During the reporting period, according to the results of the 3rd “Turkish Investor Relations A
wards” conducted by Acclaro and Thomson Reuters Extel Survey, which aims to rate excelle
nce in governance relations, the CFO of Coca-Cola İçecek was awarded “Turkey’s best CFO.
" Additionally, CCI was nominated for 6 awards, including third place in the “Best Annual R
eport”
Coca-Cola İçecek
CCI’s “Business Code of Ethics” (Code of Ethics) is extremely important for the continuity o
f sustainability management implementations and the proper implementation of corporate gov
ernance principles across our operational geography. In the Code of Ethics, our values, respo
nsibilities and actions to be taken in the event of possible conflicts of interests and responsibil
ities of our employees are meticulously defined.
CCI organizes regular meetings together with all sales offices, factories and central offices to
inform employees about the Code of Ethics. These meetings are carried out by representative
s from the Internal Audit and Legal Departments, supported by the Human Resources Depart
ment. CCI plans to organize Code of Ethics informational meetings, including local cases, to
all international operations during 2012 and in the following years. In addition to these applic
ations, CCI aims to publish a revised Code of Ethics, to establish a complaint reporting syste
m about related subjects and to form a report line within the context of the “Code of Ethics In
formation Program” in 2012.
In order to prevent corruption and apply ethics, all CCI employees are informed about the Co
de of Ethics, must sign and attest that they have read and agreed to the related rules.
Ethics & Compliance
The core of the ethics and compliance program at The Coca-Cola Company is our Code of B
usiness Conduct. The Code guides our business conduct, requiring honesty and integrity in all
matters. All of our associates and directors are required to read and understand the Code and
follow its precepts in the workplace and larger community.
The Code is administered by our Ethics & Compliance Committee. This cross-functional seni
or management team oversees all our ethics and compliance programs and determines Code v
iolations and discipline. Our Ethics & Compliance Office has operational responsibility for e
ducation, consultation, monitoring and assessment related to the Code of Business Conduct a
nd compliance issues. Associates worldwide receive a variety of ethics and compliance traini
ng courses administered by the Ethics & Compliance Office. We regularly monitor and audit
our business to ensure compliance with the Code and the law. We also maintain a consistent s
et of best-in-class standards around the world that govern how we investigate and handle Cod
e issues. In 2008, we revised the Code to further improve its effectiveness.
To ensure an ongoing commitment to and understanding of our Code of Business Conduct, w
e offer online training to all associates with Company-provided computers discussing topics r
elated to ethics and compliance, including our Anti-Bribery Policy. All newly hired associate
s receive the training upon hire and all others receive the training at least once every three yea
rs. In 2010, approximately 22,000 employees (management and non-management) certified t
heir compliance with the Code of Business Conduct and the Company's anti-bribery requirem
ents. In addition to a number of optional training courses on various topics, associates are req
uested to participate in ethics training on on an annual basis, resulting in an average of 60 min
utes of ethics training perassociate per year.
Our associates, bottling partners, suppliers, customers and consumers can ask questions about
our Code and other ethics and compliance issues, or report potential violations, through Ethic
sLine, a global Web and telephone information and reporting service. Telephone calls are toll
-free, and EthicsLine is available 24 hours a day, seven days a week, with translators availabe
.
CORPORATE GOVERNANCE IN COCA COLA
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 atThe 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.
Previous Issues and their solution in
coca cola regarding corporate
governance
1. Substance abuse:
Prevention substance 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.
2. Competitors:
Interaction 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 accompany. 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 concentration 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.
3. conflicts of interest:
Avoid conflict 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.
4. Assets Theft:
Protecting company 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 recognizes 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 organization. Be sure to observe all requirements of the relevant Chart of
Authority, which describes the approvals required for Company decisions.
5. Anti – corruption laws:
Complying with anti corruption laws
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 thematic-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 cont
act our Company’s legal department promptly.
6. Company records:
Maintaining accurate records
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 judgment and follow all
applicable laws and internal control procedures. This requires that we never make falser
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. 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.
7. insider dealing:
Avoid 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. 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.
8. government and political activities:
Engaging in government and political activities
We do not make political contributions out of our Company’s funds without authorization.
Our Company recognizes 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.
9. Lay solid foundations for management and oversight:
The Role of the Board and Management
The Board represents shareholders and has the ultimate responsibility for managing CCA’s
business and affairs to the highest standards of corporate governance and business conduct.
The Board operates on the principle that all significant matters are dealt with by the full
Board and has specifically reserved the following matters for its decisions:
 the strategic direction of the Company; approving budgets and other performance
indicators, reviewing performance against them and initiating corrective action when
required;
 ensuring that there are adequate structures to provide for compliance with applicable
laws;
 ensuring that there are adequate systems and procedures to identify, access and
manage risks;
 ensuring that there are appropriate policies and systems in place to ensure compliance;
Monitoring the Board structure and composition;
 appointing the Group Managing Director and evaluating his or her ongoing
performance against predetermined criteria;
 approving the remuneration of the Group Managing Director and remuneration policy
and succession plans for the Group Managing Director and senior management;
 ensuring that there is an appropriate focus on the interests of all stakeholders; and
representing the interests of and being accountable to the Company’s shareholders.
To assist in its deliberations, the Board has established five main committees which, apart
from routine matters, act primarily in a review or advisory capacity. These are the Related
Party Committee, Nominations Committee, Audit & Risk Committee, Compensation
Committee and Compliance & Social Responsibility Committee. Details of each Committee
are set out in this report. The delegation of responsibilities to those committees will only
occur provided that sufficient systems are in place to ensure that the Board is meeting its
responsibilities. The responsibility for implementing the approved business plans and for the
day-to-day operations of CCA is delegated to the Group Managing Director, who, with the
management team, is accountable to the Board. The Board approves the Executive Chart of
Authority which sets out the authority limits for the Group Managing Director and senior
management.
10. Structure the Board to Add Value:
Composition of the Board
The composition of the Board is based on the following factors:
 the Chairman is a Non-Executive Director and is independent from The Coca-Cola
Company;
 the Group Managing Director is the Executive Director; The Coca-Cola Company has
nominated two Non-Executive Directors (currently Geoffrey Kelly and Martin
Jansen);
 the majority of the Non-Executive Directors are independent; one third of the Board
(other than the Group Managing Director) is required to retire at each Annual General
Meeting and may stand for re-election. The Directors to retire shall be those who have
been longest in office since their last election; and
 a Director who has been appointed by the Board to fill a casual vacancy is required to
be considered for re-election by the shareholders at the next Annual General Meeting.
11. Promote ethical and responsible decision-
making:
Code of Business Conduct
The Board recognizes the need to observe the highest standards of corporate practice and
business conduct. The Code of Business Conduct is reviewed regularly to ensure that the
standards set in the Code reflect CCA’s values, acknowledge our responsibilities to our
stakeholders and to each other, and ensure that management and employees know what is
expected of them and apply high ethical standards in all of CCA’s activities. The Audit &
Risk Committee is responsible for ensuring effective compliance policies exist to ensure
compliance with the requirements established in the Code of Business Conduct. The Code
contains procedures for identifying and reporting any departures from the required standards.
CCA has also established a system for distribution of the Code at appropriate intervals to
employees and for them to acknowledge its receipt. The Code sets standards of behavior
expected from everyone who performs work for CCA – Directors, employees and individual
contractors. It is also expected that CCA’s suppliers will enforce a similar set of standards
with their employees. The code is available on our website at www.ccamatil.com.
12. Safeguard integrity in financial reporting:
AUDIT & RISK COMMITTEE
The Audit & Risk Committee comprises three Non-Executive Directors (the Group
Managing Director and Chief Financial Officers attend meetings by invitation). The
Committee is chaired by an independent Non-Executive director who is not the Chairman of
the Board. The key responsibilities of the Committee are: Financial Reporting
 review Financial Statements to ensure the appropriateness of accounting policies, and
compliance with accounting policies and standards, compliance with statutory
requirements and the adequacy of disclosure; Risk Management – ensure CCA has
effective policies in place covering key risks including, but not limited to, overall
business risk in CCA’s operations, treasury risk (including currency and borrowing
risk), procurement, insurance, taxation and litigation; Audit
 review of the auditor’s performance, the professional independence of the auditor,
audit policies, procedures and reports, as a direct link between the Board and the
auditor. The Committee approves the policies, processes and framework for
identifying, analyzing and addressing complaints (including whistle blowing) and
reviews material complaints and their resolution.
13. rights of shareholders:
Respect the right of shareholders
The rights of CCA’s shareholders are detailed in CCA’s Constitution. Those rights include
electing the members of the Board. In addition, shareholders have the right to vote on
important matters which have an impact on CCA. To allow shareholders to effectively
exercise these rights, the Board is committed to improving the communication to
shareholders of high quality, relevant and useful information in a timely manner. CCA has
adopted the
Following communication framework:
 an ongoing communication program – regular, comprehensive and publicly
available disclosures to be undertaken covering important topics including
performance and governance issues;
 contact information – contact details for the Investor Relations department and
Company Secretary are provided to facilitate and encourage communication;
 communication responsibilities – identification of the items that are
appropriate for Board comment and those for management comment;
 communication policy – a publicly disclosed policy that covers all forms of
communication, including meetings, telephone calls, email and other written
communications; and
 Policy review – regular Board review to ensure adherence to the
communication policy.
14. Disclosure:
Make timely and balanced disclosure
CCA has a Disclosure Policy which includes the following principles, consistent with the
continuous disclosure obligations under ASX Listing Rules, that govern CCA’s
communication:
 CCA will, in accordance with the ASX Listing Rules, immediately issue to
ASX any information that a reasonable person would expect to have a material
effect on the price or value of CCA’s securities;
 CCA’s Disclosure Committee manages the day-to-day continuous disclosure
issues and operates flexibly and informally. It is responsible for compliance,
coordinating disclosure and educating employees about CCA’s
communication policy; and
 all material information issued to ASX, the Annual Reports, full year and half
year results and presentation material given to analysts, is published on CCA’s
website (www.ccamatil.com). Any person wishing to receive advice by email
of CCA’s ASX announcements can register at www.ccamatil.com. The
Company Secretary is the primary person responsible for communication with
ASX. In the absence of the Company Secretary, the Investor Relations
Manager is the contact. Only authorized spokespersons can communicate on
behalf of the Company with shareholders, the media or the investment
community.
15. Manage Risk:
Recognized Management Risk
The Board has established a Risk Management Policy which formalizes CCA’s approach to
the oversight and management of material business risks. The policy is implemented through
a top down and bottom up approach to identifying, assessing, monitoring and managing key
risks across CCA’s business units. Risks, and the effectiveness of their management, are
reviewed and reported regularly to relevant management, the Audit & Risk Committee and
the Board. Management has reported to the Board that the Company’s risk management and
internal compliance and control system is operating efficiently and effectively in all material
respects. The Board is responsible for ensuring that there are adequate systems and
procedures in place to identify, assess, monitor and manage risks. CCA’s Audit & Risk
Committee reviews reports by members of the management team (and independent advisers,
where appropriate) during the year and, where appropriate, makes recommendations to the
Board in respect of:
 overall business risk in CCA’s countries of operation;
 treasury risk (including currency and borrowing risks);
 procurement;
 insurance;
 taxation;
 litigation;
 fraud and code of conduct violations; and
 other matters as it deems appropriate.
The Committee reviews and, where appropriate, makes recommendations to the Board in
respect of policies relating to the above matters. The internal and external audit functions,
which are separate and independent of each other, also review CCA’s risk assessment and
risk management. In addition to the risk management duties of the Audit & Risk Committee,
the Board has retained responsibility for approving the strategic direction of CCA and
ensuring the maintenance of the highest standards of quality. This extends beyond product
quality to encompass all ways in which CCA’s reputation and its products are measured. The
Board monitors this responsibility through the receipt of regular risk reports and management
presentations.
16. Remunerate fairly and responsibly:
COMPENSATION COMMITTEE
The Compensation Committee comprises four Non-Executive Directors (the Group
Managing Director attends by invitation). A majority of members must be independent Non-
Executive Directors. The Committee reviews matters relating to the remuneration of the
Executive Director and senior management, as well as senior management succession
planning. The Committee obtains advice from external remuneration consultants to ensure
that CCA’s remuneration practices are in line with market conditions.
Current issues of corporate
governance of coca cola
1. Board Mission and Director Responsibilities.
The Board is elected by the shareowners to oversee their interest in the long-term health and the
overall success of the 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 the members of senior management, who are
charged by the Board with conducting the business of the Company.
The core responsibility of the Directors is to exercise their business judgment to act in what they
reasonably believe to be in the best interests of the Company and its shareowners. Directors must
fulfill their responsibilities consistent with their fiduciary duties to the shareowners, in
compliance with all applicable laws and regulations. Directors will also, as appropriate, take into
consideration the interests of other stakeholders, including employees and the members of
communities in which the Company operates.
2. Board Leadership
The Board believes that whether to have the same person occupy the offices of Chairman of the
Board and Chief Executive Officer should be decided by the Board, from time to time, in its
business judgment after considering relevant factors, including the specific needs of the business
and what is in the best interests of the Company’s shareowners.
The Board of Directors annually elects one of its members to serve as Chairman of the Board.
The Chairman of the Board shall preside at all meetings of the Board and the shareowners, and
shall perform such other duties, and exercise such powers, as prescribed in the By-Laws or by the
Board from time to time.
3. Director Qualifications.
Directors may be nominated by the Board or by shareowners in accordance with the By Laws.
The Committee on Directors and Corporate Governance will review all nominees for the Board,
including proposed nominees of shareowners, in accordance with its charter. The assessment will
include a review of the nominee's judgment, experience, independence, understanding of the
Company's or other related industries, and such other factors as the Committee concludes are
pertinent in light of the current needs of the Board. The Board believes that its membership
should reflect a diversity of experience, gender, race, ethnicity and age. The Committee will
select qualified nominees and review its recommendations with the Board, which will decide
whether to invite the nominee to join the Board. The Chairman of the Board should extend the
Board's invitation to join the Board. The Board will require that nominees become shareowners
of the Company prior to the solicitation of proxies for their election.
4. Director Term and Tenure.
In accordance with the By-Laws, Directors are elected for a term of one year. The Board does not believe
that it should establish limits on the number of terms a Director may serve. Term limits may cause the loss
of experience and expertise important to the optimal operation of the Board. Directors who have served on
the Board for an extended period of time can provide valuable insight into the operations and future of the
Company based on their experience with and understanding of the Company’s history and objections.
However, to ensure that the Board continues to evolve and remains composed of high functioning
members able to keep their commitments to Board service, the Committee on Directors and Corporate
Governance will evaluate the qualifications and performance of each incumbent Director before
recommending the nomination of that Director for an additional term.
The Board expects that when an executive who serves on the Board resigns from his or her executive
position, he or she will also simultaneously submit his or her resignation from the Board. Whether the
individual continues to serve on the Board is a matter for discussion at that time with the Board.
5. Determination of Independence.
The Board shall consist of a majority of independent Directors. In making independence
determinations, the Board will observe all applicable requirements, including the corporate
governance listing standards established by the New York Stock Exchange ("NYSE"). The Board
will carefully consider all relevant facts and circumstances in making an independence
determination.
To be considered "independent" for purposes of the Director qualification standards, (1) the
Director must meet the bright-line independence standards under the NYSE listing standards, and
(2) the Board must affirmatively determine that the Director otherwise has no material
relationship with the Company, directly or as an officer, shareowner or partner of an organization
that has a relationship with the Company. In each case, the Board shall broadly consider all
relevant facts and circumstances.
6. Committees of the Board.
The Board has seven standing Committees: Audit, Compensation, Directors and Corporate
Governance, Executive, Finance, Management Development, and Public Issues and Diversity
Review. The Board may establish additional Committees as necessary or appropriate.
The Committee on Directors and Corporate Governance annually reviews the composition of
each standing Committee and presents recommendations for Committee membership to the Board
as needed. There is no strict Committee rotation policy and changes in Committee assignments
are made based on Committee needs, Director interests, experience and availability, and
applicable regulatory and legal considerations. Only independent Directors may serve on the
Audit Committee, the Compensation Committee and the Committee on Directors and Corporate
Governance.
Each of the standing Committees has its own charter, which sets forth the responsibilities of the
Committee, the qualifications and procedures of the Committee and how the Committee will
report to the Board. Each Committee will conduct a self-evaluation annually.
The Chairman of each Committee will determine the frequency of Committee meetings,
consistent with the Committee's charter and the Company's needs.
7. Director Access to Officers, Employees and
Information.
Directors have full and free access to officers, employees and the books and records of the
Company. Any meetings or contact that a Director wishes to initiate may be arranged through the
Chief Executive Officer or the Secretary or directly by the Director. The Directors should use
their judgment to ensure that any such contact is not disruptive to the business operations of the
Company.
The Board welcomes the regular attendance at Board meetings of non-Board members who are in
the most senior management positions in the Company. The Chairman of the Board shall extend
such invitations.
8. Director Orientation and Continuing Education.
All new Directors must participate in the Company's Orientation Program, which should be
conducted as soon as reasonably practicable after the meeting at which a new Director is elected.
This orientation will include presentations by senior management to familiarize new Directors
with the Company's business and strategic plans, its significant financial, accounting and risk
management issues, its compliance programs, its Code of Business Conduct, its principal officers,
and its internal and independent auditors. Any sitting Directors may attend the Orientation
Program.
The Directors are encouraged to participate in continuing Director education.
9. Annual Chairman of the Board and Chief Executive
Officer Performance Evaluation.
To ensure that the Chairman of the Board and Chief Executive Officer is providing the best
leadership for the Company, the Board will annually evaluate the Chairman of the Board and
Chief Executive Officer's performance in an executive session of non-management Directors led
by the Lead Independent Director. The Compensation Committee will measure the Chairman of
the Board and Chief Executive Officer's performance against his goals and objectives and,
considering the full Board's evaluation, determine the compensation of the Chairman of the Board
and Chief Executive Officer. The full Board will review the Compensation Committee's actions.
The Board shall annually review and ratify corporate goals and objectives relevant to the
Chairman of the Board and Chief Executive Officer's compensation.
10. Management Succession.
The Board will determine policies and principles for selection of the Chief Executive Officer and
policies regarding succession in the event of an emergency or the retirement of the Chief
Executive Officer. The Board, with input from the Management Development Committee, will
oversee senior management development and the planning for succession to senior positions.
11. Annual Board Performance Evaluation.
The Board of Directors will conduct an annual self-evaluation to determine whether the Board
and its Committees are functioning effectively. During the year, the Committee on Directors and
Corporate Governance shall receive input on the Board's performance from Directors and,
through its Chairman, will discuss the input with the full Board and oversee the full Board's
review of its performance. The assessment will focus on the Board's contribution to the Company
and specifically focus on areas in which the Board or management believes that the Board or any
of its Committees could improve.
12. Director Compensation.
The form and amount of Director compensation shall be determined by the Committee on
Directors and Corporate Governance and then recommended to the full Board for action in
accordance with the Committee charter. In determining compensation, the Committee on
Directors and Corporate Governance shall take into consideration the responsibilities of the
Directors and fees and other forms of compensation being paid by other corporations comparable
to the Company.
Stock in the Company should be a significant portion of Director compensation.
13. Board Interaction with Outside Interested Parties.
The Board believes that management speaks for the Company. From time to time, at the request
of management, individual Board members may meet or otherwise communicate with various
constituencies that are involved with the Company. Where comments from the Board are
appropriate, they will normally come from the Chairman.
Use this while making their policy
asad
The Lead Independent shall:
(i) Preside at all meetings of the Board at which the Chairman of the Board is not present,
including all meetings of independent Directors and non-employee Directors;
(ii) Encourage and facilitate active participation of all Directors;
(iii) Serve as a liaison between the independent Directors and the Chairman of the Board on
sensitive issues and otherwise when appropriate;
(iv) Approve Board meeting materials for distribution to and consideration by the Board;
(v) Approve Board meeting agendas after conferring with the Chairman of the Board and other
members of the Board, as appropriate, and may add agenda items in his or her discretion;
(vi) Approve Board meeting schedules to assure that there is sufficient time for discussion of all
agenda items;
(vii) Have the authority to call meetings of the independent Directors;
(viii) Lead the Board’s annual evaluation of the Chairman of the Board and Chief Executive
Officer;
(ix) Monitor and coordinate with management on corporate governance issues and developments.
(x) Be available to advise the Committee chairs in fulfilling their designated roles and
responsibilities to the Board;
(x) Be available for consultation and communication with shareowners where appropriate, upon
reasonable request (this does not preclude other Directors from being available for consultation
and communicating with shareowners, where appropriate); and
(xi) Perform such other functions as the Board or other Directors may request.
Agendas, schedules, and information distributed for meetings of Board Committees are the
responsibility of the respective Committee chairs. All Directors may request agenda items,
additional information, and/or modifications to schedules as they deem appropriate, both for the
Board and the Committees on which they serve, and they are encouraged to do so.
(i) Immaterial Sales/Purchases: The Director is an executive officer or employee
or any member of his or her immediate family is an executive officer of any
other organization that does business with the Company and the annual sales to,
or purchases from, the Company are less than $1 million or 1% of the
consolidated gross revenues of such organization, whichever is more;
(ii) Immaterial Indebtedness:The Director or any member of his or her
immediate family is an executive officer of any other organization which is
indebted to the Company, or to which the Company is indebted, and the total
amount of either company's indebtedness to the other is less than $1 million or
1% of the total consolidated assets of the organization on which the Director or
any member of his or her immediate family serves as an executive officer,
whichever is more;
(iii) Immaterial Position: The Director is a director or trustee, but not an
executive officer, or any member of his or her immediate family is a director,
trustee or employee, but not an executive officer, of any other organization
(other than the Company's outside auditing firm) that does business with, or
receives donations from, the Company;
(iv) Immaterial Ownership: The Director or any member of his or her
immediate family holds a less than 10% interest in any organization that has a
relationship with the Company; or
(v) Immaterial Nonprofit Relationship: The Director or any member of his or
her immediate family serves as an executive officer of a charitable or
educational organization which receives contributions from the Company in a
single fiscal year of less than $1 million or 2% of that organization's
consolidated gross revenues, whichever is more.

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Corporate covernance coca cola

  • 1. History Confederate Colonel John Pemberton who was wounded in the Civil War, became addicted t o morphine, and began a quest to find a substitute for the dangerous opiate.[5] The prototype Coca-Cola recipe was formulated at Pemberton's Eagle Drug and Chemical House,[6] a drugs tore in Columbus, Georgia, originally as a coca wine.[7][8] He may have been inspired by the formidable success of Vin Mariani, a European coca wine.[9] In 1885, Pemberton registered his French Wine Coca nerve tonic.[10] In 1886, when Atlanta and Fulton County passed prohibition legislation, Pemberton responded by developing Coca- Cola, essentially a nonalcoholic version of French Wine Coca.[11] The first sales were at Jac ob's Pharmacy in Atlanta, Georgia, on May 8, 1886.[12] It was initially sold as a patent medi cine for five cents[13] a glass at soda fountains, which were popular in the United States at th e time due to the belief that carbonated water was good for the health.[14] Pemberton claimed Coca-Cola cured many diseases, including morphine addiction, dyspepsia, neurasthenia, hea dache, and impotence. Pemberton ran the first advertisement for the beverage on May 29 of t he same year in the Atlanta Journal.[15] By 1888, three versions of Coca-Cola – sold by three separate businesses – were on the mark et. A copartnership had been formed on January 14, 1888 between Pemberton and four Atlant a businessmen: J.C. Mayfield, A.O. Murphey; C.O. Mullahy and E.H. Bloodworth. Not codifi ed by any signed document, a verbal statement given by Asa Candler years later asserted und er testimony that he had acquired a stake in Pemberton's company as early as 1887.[16] John Pemberton declared that the name "Coca-Cola" belonged to his son, Charley, but the other tw o manufacturers could continue to use the formula.[17] Charley Pemberton's record of control over the "Coca-Cola" name was the underlying factor t hat allowed for him to participate as a major shareholder in the March 1888 Coca-Cola Comp any incorporation filing made in his father's place.[18] Charley's exclusive control over the " Coca Cola" name became a continual thorn in Asa Candler's side. Candler's oldest son, Charl es Howard Candler, authored a book in 1950 published by Emory University. In this definitiv e biography about his father, Candler specifically states: "..., on April 14, 1888, the young dru ggist [Asa Griggs Candler] purchased a one-third interest in the formula of an almost complet ely unknown proprietary elixir known as Coca-Cola."[19] The deal was actually between John Pemberton's son Charley and Walker, Candler & Co. – w
  • 2. ith John Pemberton acting as cosigner for his son. For $50 down and $500 in 30 days, Walker , Candler & Co. obtained all of the one-third interest in the Coca-Cola Company that Charley held, all while Charley still held on to the name. After the April 14 deal, on April 17, 1888, o ne-half of the Walker/Dozier interest shares were acquired by Candler for an additional $750. [20] The Coca-Cola Company The Coca-Cola Company (TCCC) was first introduced by John Syth Pemberton, a pharmacist , in the year 1886 in Atlanta, Georgia when he concocted caramel-colored syrup in a three-leg ged brass kettle in his backyard. He first “distributed” the product by carrying it in a jug dow n the street to Jacob’s Pharmacy and customers bought the drink for five cents at the soda fou ntain. Carbonated water was teamed with the new syrup, whether by accident or otherwise, pr oducing a drink that was proclaimed “delicious and refreshing”, a theme that continues to ech o today wherever Coca-Cola is enjoyed. Dr. Pemberton’s partner and book-keeper, Frank M. Robinson, suggested the name and penne d “Coca-Cola” in the unique flowing script that is famous worldwide even today. He suggeste d that “the two Cs would look well in advertising.” The first newspaper ad for Coca-Cola soo n appeared in The Atlanta Journal, inviting thirsty citizens to try “the new and popular soda f ountain drink.” Hand-painted oil cloth signs reading “Coca-Cola” appeared on store awnings, with the suggestions “Drink” added to inform passersby that the new beverage was for soda f ountain refreshment. By the year 1886, sales of Coca-Cola averaged nine drinks per day. The first year, Dr. Pembe rton sold 25 gallons of syrup, shipped in bright red wooden kegs. Red has been a distinctive c olor associated with the soft drink ever since. For his efforts, Dr. Pemberton grossed $50 and spent $73.96 on advertising. Dr. Pemberton never realized the potential of the beverage he cr eated. He gradually sold portions of his business to various partners and, just prior to his deat h in 1888, sold his remaining interest in Coca-Cola to Asa G. Candler, an entrepreneur from Atlanta. By the year 1891, Mr. Candler proceeded to buy additional rights and acquire compl ete ownership and control of the Coca-Cola business. Within four years, his merchandising fl air had helped expand consumption of Coca-Cola to every state and territory after which he li quidate. His pharmaceutical business and focused his full attention on the soft drink. With his brother,
  • 3. John S. Candler, John Pemberton’s former partner Frank Robinson and two other associates, Mr. Candler formed a Georgia corporation named the Coca-Cola Company. The trademark “ Coca-Cola,” used in the marketplace since 1886, was registered in the United States Patent O ffice on January 31, 1893. The business continued to grow, and in 1894, the first syrup manufacturing plant outside Atla nta was opened in Dallas, Texas. Others were opened in Chicago, Illinois, and Los Angeles, California, the following year. In 1895, three years after The Coca-Cola Company’s incorpor ation, Mr. Asa G. Candler announced in his annual report to share owners that “Coca-Cola is now drunk in every state and territory in the United States.”As demand for Coca-Cola increas ed, the Company quickly outgrew its facilities. A new building erected in 1898 was the first h eadquarters building devoted exclusively to the production of syrup and the management of t he business. In the year 1919, the Coca-Cola Company was sold to a group of investors for $ 25 million. Robert W. Woodruff became the President of the Company in the year 1923 and his more than sixty years of leadership took the business to un surpassed heights of commercial success, making Coca-Cola one of the most recognized and valued brands around the World. Vision Be the outstanding beverage company leading the market, inspiring people, adding value t hrough excellence. Mission Build a sustainable and profitable business through refreshing consumers, partnering with customers, delivering superior value to shareholders and being trusted by communities. Values
  • 4. · Passion: We put our hearts and mind into what we do. · Accountability: We act with high sense of responsibility and hold ourselves accountable . · Integrity: We are open, honest, and ethical and we trust and respect each other. · Teamwork: We collaborate for our collective success. Our Goals · People and Organizational Leadership: Build a highly capable organization and be the e mployer of choice. · Commercial Leadership: Profitably deliver superior value to consumers & customers at the optimal cost to serve. · Supply Chain: To be the best in class consumer demand fulfillment organization that exceed s customer expectations highest in quality, lowest in cost, in a sustainable, socially respon sible manner. · Operational Excellence: Create a culture of Operational Excellence to support continuous i mprovement of our business process and systems. · Sustainability: Ensure the long term viability of our business by being proactive and innovat ive in protecting the environment and be recognized as one of the most responsible corpor ate citizens by all stakeholders. Governance & Ethics At The Coca-Cola Company, we aim to lead by example and to learn from experience. We se t high standards for our people at all levels and strive to consistently meet them. We are guided by our established standards of corporate governance and ethics. We review o ur systems to ensure we achieve international best practices in terms of transparency and acco untability. The foundation of our approach to corporate governance is laid out in our Corporat e Governance Guidelines and in the charters of our Board of Directors’ committees.
  • 5. . Corporate Social Responsibility Approach Our most important responsibility is to fulfill the expectations of our stakeholders and to cont inuously improve our social, environmental, and economical performance while ensuring the sustainability and operational success of our company. The Corporate Social Responsibility ( CSR) approach is our main guiding principle in this matter. We evaluate all of our operations and their impacts on the 10 countries, in which we operate, while considering social, economi c, ethical and environmental impacts. CCI accepts 10 principles of the UN Global Compact, which outlines business principles for companies in social, economic and environmental areas. In this context, we evaluate perform ance results and expectations of stakeholders, define our priorities and determine improveme nt targets in conformity with our CSR approach that aims at continuous improvement. As in all operational processes throughout our company, corporate social responsibility is ma naged together with our main working strategy. Thereby, it is aimed to effectively deploy the CSR concept from upper level management implementations to all field operations. Our corp orate sustainability organization performs a very important function in implementation of our sustainability model formed in line with our CSR approach. Information about our corporate sustainability organization is available at www.cci.com.tr. The CCI Board of Directors, Corporate Governance Committee is responsible for the approva l of our sustainability strategy and performance monitoring. This responsibility is undertaken by the CCI Sustainably Committee, headed by the CEO, and comprised of senior managemen t. The fundamental role of the Sustainability Committee is to identify long-term sustainability targets and set sustainability criteria. Coca-Cola İçecek The CCI Sustainability Working Group operates with the participation of all CCI Function H eads and plays a critical role in making sure that sustainability management is connected to fi eld operations and the upper level management structure. The strategic orientation and objecti ves that emerge from upper level management processes are conveyed to functional manage ment by the Work Group in order to be transformed into field applications. The work group p rovides feedback to upper level management and develops performance communication pract ices such as a CSR report for internal and external stakeholders. The fundamental role of the CCI Sustainability Work Group is to identify sustainability priorities and key stakeholder gro ups. At the Sustainability Work Group Meeting in this reporting period, participants from inside a nd outside the company gave presentations, evaluated where CCI stands today in terms of sus
  • 6. tainability, and discussed work completed throughout the industry. During the meeting, a self -assessment was performed with regard to CCI sustainability strategy and implementations. T he most important sustainability goal our internal stakeholders were concerned about was that “the CCI sustainability management model is a leader in both the sector and the business wor ld.” At the workshop to state improvement needs and their effects on CCI, short, medium and lon g-term targets related to CCI sustainability priorities were designated and relevant action plan s were developed. The main topics identified for improvement were occupational health and s afety, road and driving safety, community investments, risk management and internal audit, p reserving water resources, and sustainable procurement and reducing carbon emissions due to fleet transportation and business travel. We plan to initiate improvement studies pertaining to these topics during the 2012/2013 period and to submit them for our stakeholders’ perusal th rough published reports. Corporate governance CCI sustainability management, formulated with the corporate social approach, is supported by the CCI corporate management culture. This culture is based on the principles of fairness, transparency, accountability and responsibility. It aims to foster open communication with all stakeholders who are within its area of impact throughout its operational geography. In 2011, as in every year, CCI demonstrated its commitment to the principles of corporate go vernance with the evaluation of a third party institution. Our Corporate Governance Rating ro se from 8.43 to 8.5 out of 10. We also intend to maintain our steady upward trend, which is e vidence of the importance CCI places on corporate governance principles and the success of our implementations based on the improvements it makes in this area in the coming years. During the reporting period, according to the results of the 3rd “Turkish Investor Relations A wards” conducted by Acclaro and Thomson Reuters Extel Survey, which aims to rate excelle nce in governance relations, the CFO of Coca-Cola İçecek was awarded “Turkey’s best CFO. " Additionally, CCI was nominated for 6 awards, including third place in the “Best Annual R eport” Coca-Cola İçecek CCI’s “Business Code of Ethics” (Code of Ethics) is extremely important for the continuity o f sustainability management implementations and the proper implementation of corporate gov ernance principles across our operational geography. In the Code of Ethics, our values, respo nsibilities and actions to be taken in the event of possible conflicts of interests and responsibil ities of our employees are meticulously defined.
  • 7. CCI organizes regular meetings together with all sales offices, factories and central offices to inform employees about the Code of Ethics. These meetings are carried out by representative s from the Internal Audit and Legal Departments, supported by the Human Resources Depart ment. CCI plans to organize Code of Ethics informational meetings, including local cases, to all international operations during 2012 and in the following years. In addition to these applic ations, CCI aims to publish a revised Code of Ethics, to establish a complaint reporting syste m about related subjects and to form a report line within the context of the “Code of Ethics In formation Program” in 2012. In order to prevent corruption and apply ethics, all CCI employees are informed about the Co de of Ethics, must sign and attest that they have read and agreed to the related rules. Ethics & Compliance The core of the ethics and compliance program at The Coca-Cola Company is our Code of B usiness Conduct. The Code guides our business conduct, requiring honesty and integrity in all matters. All of our associates and directors are required to read and understand the Code and follow its precepts in the workplace and larger community. The Code is administered by our Ethics & Compliance Committee. This cross-functional seni or management team oversees all our ethics and compliance programs and determines Code v iolations and discipline. Our Ethics & Compliance Office has operational responsibility for e ducation, consultation, monitoring and assessment related to the Code of Business Conduct a nd compliance issues. Associates worldwide receive a variety of ethics and compliance traini ng courses administered by the Ethics & Compliance Office. We regularly monitor and audit our business to ensure compliance with the Code and the law. We also maintain a consistent s et of best-in-class standards around the world that govern how we investigate and handle Cod e issues. In 2008, we revised the Code to further improve its effectiveness. To ensure an ongoing commitment to and understanding of our Code of Business Conduct, w e offer online training to all associates with Company-provided computers discussing topics r elated to ethics and compliance, including our Anti-Bribery Policy. All newly hired associate s receive the training upon hire and all others receive the training at least once every three yea rs. In 2010, approximately 22,000 employees (management and non-management) certified t heir compliance with the Code of Business Conduct and the Company's anti-bribery requirem ents. In addition to a number of optional training courses on various topics, associates are req uested to participate in ethics training on on an annual basis, resulting in an average of 60 min utes of ethics training perassociate per year.
  • 8. Our associates, bottling partners, suppliers, customers and consumers can ask questions about our Code and other ethics and compliance issues, or report potential violations, through Ethic sLine, a global Web and telephone information and reporting service. Telephone calls are toll -free, and EthicsLine is available 24 hours a day, seven days a week, with translators availabe . CORPORATE GOVERNANCE IN COCA COLA 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 atThe 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.
  • 9. Previous Issues and their solution in coca cola regarding corporate governance 1. Substance abuse: Prevention substance 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. 2. Competitors: Interaction with competitors
  • 10. 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 accompany. 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 concentration 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. 3. conflicts of interest: Avoid conflict 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. 4. Assets Theft: Protecting company 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 recognizes 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 organization. Be sure to observe all requirements of the relevant Chart of Authority, which describes the approvals required for Company decisions. 5. Anti – corruption laws:
  • 11. Complying with anti corruption laws 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 thematic-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 cont act our Company’s legal department promptly. 6. Company records: Maintaining accurate records 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 judgment and follow all applicable laws and internal control procedures. This requires that we never make falser 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. 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. 7. insider dealing: Avoid 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
  • 12. 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. 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. 8. government and political activities: Engaging in government and political activities We do not make political contributions out of our Company’s funds without authorization. Our Company recognizes 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. 9. Lay solid foundations for management and oversight: The Role of the Board and Management The Board represents shareholders and has the ultimate responsibility for managing CCA’s business and affairs to the highest standards of corporate governance and business conduct. The Board operates on the principle that all significant matters are dealt with by the full Board and has specifically reserved the following matters for its decisions:  the strategic direction of the Company; approving budgets and other performance indicators, reviewing performance against them and initiating corrective action when required;  ensuring that there are adequate structures to provide for compliance with applicable laws;  ensuring that there are adequate systems and procedures to identify, access and manage risks;  ensuring that there are appropriate policies and systems in place to ensure compliance; Monitoring the Board structure and composition;
  • 13.  appointing the Group Managing Director and evaluating his or her ongoing performance against predetermined criteria;  approving the remuneration of the Group Managing Director and remuneration policy and succession plans for the Group Managing Director and senior management;  ensuring that there is an appropriate focus on the interests of all stakeholders; and representing the interests of and being accountable to the Company’s shareholders. To assist in its deliberations, the Board has established five main committees which, apart from routine matters, act primarily in a review or advisory capacity. These are the Related Party Committee, Nominations Committee, Audit & Risk Committee, Compensation Committee and Compliance & Social Responsibility Committee. Details of each Committee are set out in this report. The delegation of responsibilities to those committees will only occur provided that sufficient systems are in place to ensure that the Board is meeting its responsibilities. The responsibility for implementing the approved business plans and for the day-to-day operations of CCA is delegated to the Group Managing Director, who, with the management team, is accountable to the Board. The Board approves the Executive Chart of Authority which sets out the authority limits for the Group Managing Director and senior management. 10. Structure the Board to Add Value: Composition of the Board The composition of the Board is based on the following factors:  the Chairman is a Non-Executive Director and is independent from The Coca-Cola Company;  the Group Managing Director is the Executive Director; The Coca-Cola Company has nominated two Non-Executive Directors (currently Geoffrey Kelly and Martin Jansen);  the majority of the Non-Executive Directors are independent; one third of the Board (other than the Group Managing Director) is required to retire at each Annual General Meeting and may stand for re-election. The Directors to retire shall be those who have been longest in office since their last election; and  a Director who has been appointed by the Board to fill a casual vacancy is required to be considered for re-election by the shareholders at the next Annual General Meeting. 11. Promote ethical and responsible decision- making: Code of Business Conduct
  • 14. The Board recognizes the need to observe the highest standards of corporate practice and business conduct. The Code of Business Conduct is reviewed regularly to ensure that the standards set in the Code reflect CCA’s values, acknowledge our responsibilities to our stakeholders and to each other, and ensure that management and employees know what is expected of them and apply high ethical standards in all of CCA’s activities. The Audit & Risk Committee is responsible for ensuring effective compliance policies exist to ensure compliance with the requirements established in the Code of Business Conduct. The Code contains procedures for identifying and reporting any departures from the required standards. CCA has also established a system for distribution of the Code at appropriate intervals to employees and for them to acknowledge its receipt. The Code sets standards of behavior expected from everyone who performs work for CCA – Directors, employees and individual contractors. It is also expected that CCA’s suppliers will enforce a similar set of standards with their employees. The code is available on our website at www.ccamatil.com. 12. Safeguard integrity in financial reporting: AUDIT & RISK COMMITTEE The Audit & Risk Committee comprises three Non-Executive Directors (the Group Managing Director and Chief Financial Officers attend meetings by invitation). The Committee is chaired by an independent Non-Executive director who is not the Chairman of the Board. The key responsibilities of the Committee are: Financial Reporting  review Financial Statements to ensure the appropriateness of accounting policies, and compliance with accounting policies and standards, compliance with statutory requirements and the adequacy of disclosure; Risk Management – ensure CCA has effective policies in place covering key risks including, but not limited to, overall business risk in CCA’s operations, treasury risk (including currency and borrowing risk), procurement, insurance, taxation and litigation; Audit  review of the auditor’s performance, the professional independence of the auditor, audit policies, procedures and reports, as a direct link between the Board and the auditor. The Committee approves the policies, processes and framework for identifying, analyzing and addressing complaints (including whistle blowing) and reviews material complaints and their resolution. 13. rights of shareholders: Respect the right of shareholders
  • 15. The rights of CCA’s shareholders are detailed in CCA’s Constitution. Those rights include electing the members of the Board. In addition, shareholders have the right to vote on important matters which have an impact on CCA. To allow shareholders to effectively exercise these rights, the Board is committed to improving the communication to shareholders of high quality, relevant and useful information in a timely manner. CCA has adopted the Following communication framework:  an ongoing communication program – regular, comprehensive and publicly available disclosures to be undertaken covering important topics including performance and governance issues;  contact information – contact details for the Investor Relations department and Company Secretary are provided to facilitate and encourage communication;  communication responsibilities – identification of the items that are appropriate for Board comment and those for management comment;  communication policy – a publicly disclosed policy that covers all forms of communication, including meetings, telephone calls, email and other written communications; and  Policy review – regular Board review to ensure adherence to the communication policy. 14. Disclosure: Make timely and balanced disclosure CCA has a Disclosure Policy which includes the following principles, consistent with the continuous disclosure obligations under ASX Listing Rules, that govern CCA’s communication:  CCA will, in accordance with the ASX Listing Rules, immediately issue to ASX any information that a reasonable person would expect to have a material effect on the price or value of CCA’s securities;  CCA’s Disclosure Committee manages the day-to-day continuous disclosure issues and operates flexibly and informally. It is responsible for compliance, coordinating disclosure and educating employees about CCA’s communication policy; and  all material information issued to ASX, the Annual Reports, full year and half year results and presentation material given to analysts, is published on CCA’s website (www.ccamatil.com). Any person wishing to receive advice by email of CCA’s ASX announcements can register at www.ccamatil.com. The Company Secretary is the primary person responsible for communication with ASX. In the absence of the Company Secretary, the Investor Relations Manager is the contact. Only authorized spokespersons can communicate on behalf of the Company with shareholders, the media or the investment community.
  • 16. 15. Manage Risk: Recognized Management Risk The Board has established a Risk Management Policy which formalizes CCA’s approach to the oversight and management of material business risks. The policy is implemented through a top down and bottom up approach to identifying, assessing, monitoring and managing key risks across CCA’s business units. Risks, and the effectiveness of their management, are reviewed and reported regularly to relevant management, the Audit & Risk Committee and the Board. Management has reported to the Board that the Company’s risk management and internal compliance and control system is operating efficiently and effectively in all material respects. The Board is responsible for ensuring that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. CCA’s Audit & Risk Committee reviews reports by members of the management team (and independent advisers, where appropriate) during the year and, where appropriate, makes recommendations to the Board in respect of:  overall business risk in CCA’s countries of operation;  treasury risk (including currency and borrowing risks);  procurement;  insurance;  taxation;  litigation;  fraud and code of conduct violations; and  other matters as it deems appropriate. The Committee reviews and, where appropriate, makes recommendations to the Board in respect of policies relating to the above matters. The internal and external audit functions, which are separate and independent of each other, also review CCA’s risk assessment and risk management. In addition to the risk management duties of the Audit & Risk Committee, the Board has retained responsibility for approving the strategic direction of CCA and ensuring the maintenance of the highest standards of quality. This extends beyond product quality to encompass all ways in which CCA’s reputation and its products are measured. The Board monitors this responsibility through the receipt of regular risk reports and management presentations. 16. Remunerate fairly and responsibly: COMPENSATION COMMITTEE The Compensation Committee comprises four Non-Executive Directors (the Group Managing Director attends by invitation). A majority of members must be independent Non-
  • 17. Executive Directors. The Committee reviews matters relating to the remuneration of the Executive Director and senior management, as well as senior management succession planning. The Committee obtains advice from external remuneration consultants to ensure that CCA’s remuneration practices are in line with market conditions. Current issues of corporate governance of coca cola 1. Board Mission and Director Responsibilities. The Board is elected by the shareowners to oversee their interest in the long-term health and the overall success of the 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 the members of senior management, who are charged by the Board with conducting the business of the Company. The core responsibility of the Directors is to exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareowners. Directors must fulfill their responsibilities consistent with their fiduciary duties to the shareowners, in compliance with all applicable laws and regulations. Directors will also, as appropriate, take into consideration the interests of other stakeholders, including employees and the members of communities in which the Company operates. 2. Board Leadership The Board believes that whether to have the same person occupy the offices of Chairman of the Board and Chief Executive Officer should be decided by the Board, from time to time, in its business judgment after considering relevant factors, including the specific needs of the business and what is in the best interests of the Company’s shareowners. The Board of Directors annually elects one of its members to serve as Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board and the shareowners, and
  • 18. shall perform such other duties, and exercise such powers, as prescribed in the By-Laws or by the Board from time to time. 3. Director Qualifications. Directors may be nominated by the Board or by shareowners in accordance with the By Laws. The Committee on Directors and Corporate Governance will review all nominees for the Board, including proposed nominees of shareowners, in accordance with its charter. The assessment will include a review of the nominee's judgment, experience, independence, understanding of the Company's or other related industries, and such other factors as the Committee concludes are pertinent in light of the current needs of the Board. The Board believes that its membership should reflect a diversity of experience, gender, race, ethnicity and age. The Committee will select qualified nominees and review its recommendations with the Board, which will decide whether to invite the nominee to join the Board. The Chairman of the Board should extend the Board's invitation to join the Board. The Board will require that nominees become shareowners of the Company prior to the solicitation of proxies for their election. 4. Director Term and Tenure. In accordance with the By-Laws, Directors are elected for a term of one year. The Board does not believe that it should establish limits on the number of terms a Director may serve. Term limits may cause the loss of experience and expertise important to the optimal operation of the Board. Directors who have served on the Board for an extended period of time can provide valuable insight into the operations and future of the Company based on their experience with and understanding of the Company’s history and objections. However, to ensure that the Board continues to evolve and remains composed of high functioning members able to keep their commitments to Board service, the Committee on Directors and Corporate Governance will evaluate the qualifications and performance of each incumbent Director before recommending the nomination of that Director for an additional term. The Board expects that when an executive who serves on the Board resigns from his or her executive position, he or she will also simultaneously submit his or her resignation from the Board. Whether the individual continues to serve on the Board is a matter for discussion at that time with the Board. 5. Determination of Independence. The Board shall consist of a majority of independent Directors. In making independence determinations, the Board will observe all applicable requirements, including the corporate
  • 19. governance listing standards established by the New York Stock Exchange ("NYSE"). The Board will carefully consider all relevant facts and circumstances in making an independence determination. To be considered "independent" for purposes of the Director qualification standards, (1) the Director must meet the bright-line independence standards under the NYSE listing standards, and (2) the Board must affirmatively determine that the Director otherwise has no material relationship with the Company, directly or as an officer, shareowner or partner of an organization that has a relationship with the Company. In each case, the Board shall broadly consider all relevant facts and circumstances. 6. Committees of the Board. The Board has seven standing Committees: Audit, Compensation, Directors and Corporate Governance, Executive, Finance, Management Development, and Public Issues and Diversity Review. The Board may establish additional Committees as necessary or appropriate. The Committee on Directors and Corporate Governance annually reviews the composition of each standing Committee and presents recommendations for Committee membership to the Board as needed. There is no strict Committee rotation policy and changes in Committee assignments are made based on Committee needs, Director interests, experience and availability, and applicable regulatory and legal considerations. Only independent Directors may serve on the Audit Committee, the Compensation Committee and the Committee on Directors and Corporate Governance. Each of the standing Committees has its own charter, which sets forth the responsibilities of the Committee, the qualifications and procedures of the Committee and how the Committee will report to the Board. Each Committee will conduct a self-evaluation annually. The Chairman of each Committee will determine the frequency of Committee meetings, consistent with the Committee's charter and the Company's needs. 7. Director Access to Officers, Employees and Information. Directors have full and free access to officers, employees and the books and records of the Company. Any meetings or contact that a Director wishes to initiate may be arranged through the Chief Executive Officer or the Secretary or directly by the Director. The Directors should use their judgment to ensure that any such contact is not disruptive to the business operations of the Company.
  • 20. The Board welcomes the regular attendance at Board meetings of non-Board members who are in the most senior management positions in the Company. The Chairman of the Board shall extend such invitations. 8. Director Orientation and Continuing Education. All new Directors must participate in the Company's Orientation Program, which should be conducted as soon as reasonably practicable after the meeting at which a new Director is elected. This orientation will include presentations by senior management to familiarize new Directors with the Company's business and strategic plans, its significant financial, accounting and risk management issues, its compliance programs, its Code of Business Conduct, its principal officers, and its internal and independent auditors. Any sitting Directors may attend the Orientation Program. The Directors are encouraged to participate in continuing Director education. 9. Annual Chairman of the Board and Chief Executive Officer Performance Evaluation. To ensure that the Chairman of the Board and Chief Executive Officer is providing the best leadership for the Company, the Board will annually evaluate the Chairman of the Board and Chief Executive Officer's performance in an executive session of non-management Directors led by the Lead Independent Director. The Compensation Committee will measure the Chairman of the Board and Chief Executive Officer's performance against his goals and objectives and, considering the full Board's evaluation, determine the compensation of the Chairman of the Board and Chief Executive Officer. The full Board will review the Compensation Committee's actions. The Board shall annually review and ratify corporate goals and objectives relevant to the Chairman of the Board and Chief Executive Officer's compensation. 10. Management Succession. The Board will determine policies and principles for selection of the Chief Executive Officer and policies regarding succession in the event of an emergency or the retirement of the Chief Executive Officer. The Board, with input from the Management Development Committee, will oversee senior management development and the planning for succession to senior positions. 11. Annual Board Performance Evaluation.
  • 21. The Board of Directors will conduct an annual self-evaluation to determine whether the Board and its Committees are functioning effectively. During the year, the Committee on Directors and Corporate Governance shall receive input on the Board's performance from Directors and, through its Chairman, will discuss the input with the full Board and oversee the full Board's review of its performance. The assessment will focus on the Board's contribution to the Company and specifically focus on areas in which the Board or management believes that the Board or any of its Committees could improve. 12. Director Compensation. The form and amount of Director compensation shall be determined by the Committee on Directors and Corporate Governance and then recommended to the full Board for action in accordance with the Committee charter. In determining compensation, the Committee on Directors and Corporate Governance shall take into consideration the responsibilities of the Directors and fees and other forms of compensation being paid by other corporations comparable to the Company. Stock in the Company should be a significant portion of Director compensation. 13. Board Interaction with Outside Interested Parties. The Board believes that management speaks for the Company. From time to time, at the request of management, individual Board members may meet or otherwise communicate with various constituencies that are involved with the Company. Where comments from the Board are appropriate, they will normally come from the Chairman. Use this while making their policy asad The Lead Independent shall:
  • 22. (i) Preside at all meetings of the Board at which the Chairman of the Board is not present, including all meetings of independent Directors and non-employee Directors; (ii) Encourage and facilitate active participation of all Directors; (iii) Serve as a liaison between the independent Directors and the Chairman of the Board on sensitive issues and otherwise when appropriate; (iv) Approve Board meeting materials for distribution to and consideration by the Board; (v) Approve Board meeting agendas after conferring with the Chairman of the Board and other members of the Board, as appropriate, and may add agenda items in his or her discretion; (vi) Approve Board meeting schedules to assure that there is sufficient time for discussion of all agenda items; (vii) Have the authority to call meetings of the independent Directors; (viii) Lead the Board’s annual evaluation of the Chairman of the Board and Chief Executive Officer; (ix) Monitor and coordinate with management on corporate governance issues and developments. (x) Be available to advise the Committee chairs in fulfilling their designated roles and responsibilities to the Board; (x) Be available for consultation and communication with shareowners where appropriate, upon reasonable request (this does not preclude other Directors from being available for consultation and communicating with shareowners, where appropriate); and (xi) Perform such other functions as the Board or other Directors may request. Agendas, schedules, and information distributed for meetings of Board Committees are the responsibility of the respective Committee chairs. All Directors may request agenda items, additional information, and/or modifications to schedules as they deem appropriate, both for the Board and the Committees on which they serve, and they are encouraged to do so. (i) Immaterial Sales/Purchases: The Director is an executive officer or employee or any member of his or her immediate family is an executive officer of any other organization that does business with the Company and the annual sales to,
  • 23. or purchases from, the Company are less than $1 million or 1% of the consolidated gross revenues of such organization, whichever is more; (ii) Immaterial Indebtedness:The Director or any member of his or her immediate family is an executive officer of any other organization which is indebted to the Company, or to which the Company is indebted, and the total amount of either company's indebtedness to the other is less than $1 million or 1% of the total consolidated assets of the organization on which the Director or any member of his or her immediate family serves as an executive officer, whichever is more; (iii) Immaterial Position: The Director is a director or trustee, but not an executive officer, or any member of his or her immediate family is a director, trustee or employee, but not an executive officer, of any other organization (other than the Company's outside auditing firm) that does business with, or receives donations from, the Company; (iv) Immaterial Ownership: The Director or any member of his or her immediate family holds a less than 10% interest in any organization that has a relationship with the Company; or (v) Immaterial Nonprofit Relationship: The Director or any member of his or her immediate family serves as an executive officer of a charitable or educational organization which receives contributions from the Company in a single fiscal year of less than $1 million or 2% of that organization's consolidated gross revenues, whichever is more.