Code of Business Conduct (2006)


Coca-Cola Company


The Coca-Cola Company

Date Approved: 

June 2006

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Code of Business Conduct

The most valuable asset of The Coca-Cola Company is our trademark. Among the important things this trademark represents is our Company's reputation for honesty and integrity. That reputation endures because of our shared values and especially our commitment to conduct business in the right way.

This Code of Business Conduct is designed to give you a broad and clear understanding of the conduct expected of all our employees everywhere we do business. The Code of Business Conduct applies to all directors, officers andemployees of the Company and its subsidiaries, who, unless otherwise specified,will be referred to jointly as "employees."

What you will see in the pages that follow are a series of conduct and ethical guidelines, including examples of real-life dilemmas faced by Company employees.Most of what you will read probably won't surprise you, for the overarching theme of these guidelines can be summed up this way: As a representative of the Company, you must act with honesty and integrity in all matters.

Some Highlights of the Code

  • Employees must follow the law wherever they are around the world.
  • Employees must avoid conflicts of interest. Be aware of appearances.
  • Financial records, both for internal activities and external transactions, must be timely and accurate.
  • Company assets, including computers, materials and work time, must not be used for personal benefit.
  • Customers and suppliers must be dealt with fairly and at arm's length.
  • Employees must never attempt to bribe or improperly influence a government official.
  • Employees must safeguard the Company's nonpublic information.
  • Violations of the Code include asking other employees to violate the Code, not reporting a Code violation, or failing to cooperate in a Code investigation.
  • Violating the Code will result in discipline. Discipline will vary depending on the circumstances and may include, alone or in combination, a letter of reprimand, demotion, loss of merit increase, bonus or stock options, suspension or even termination.
  • Under the Code, certain actions require written approval by your Principal Manager. The Principal Manager is your Division President, Group President, Corporate function head, or the General Manager of your operating unit.
  • For those who are themselves Principal Managers, written approvals must come from the General Counsel and Chief Financial Officer. Written approvals for executive officers and directors must come from the Board of Directors or its designated committee.
  • If you have questions about any situation, ask. Always ask.

This Code should help guide your conduct. But the Code cannot address every circumstance and isn't meant to; this is not a catalogue of workplace rules.You should be aware that the Company has policies in such areas as fair competition, securities trading, workplace conduct and environmental protection. Employees should consult the policies of The Coca-Cola Company in specific areas as they apply.

Your Responsibilities

  • It is your responsibility to read and understand the Code of Business Conduct.You must comply with the Code in both letter and spirit. Ignorance of the Code will not excuse you from its requirements.
  • Follow the law wherever you are and in all circumstances.
  • Never engage in behavior that harms the reputation of the Company. If you wouldn't want to tell your parents or your children about your action or wouldn't want to read about it in a newspaper, don't do it.
  • Some situations may seem ambiguous. Exercise caution when you hear yourself or someone else say, "Everybody does it," "Maybe just this once," "No one will ever know" or "It won't matter in the end." These are signs to stop, think through the situation and seek guidance. Most importantly, don't ignore your instincts. Ultimately, you are responsible for your actions.
  • Employees are obliged to report violations, and suspected violations, of the Code. This includes situations where a manager or colleague asks you to violate the Code. In all cases, there will be no reprisals for making any reports, and every effort will be made to maintain confidentiality.
  • You can seek guidance from, or report violations to, your management, or responsible employees in Finance, Legal, Strategic Security or the Ethics & Compliance Office.
  • You also can ask a question about the Code of Business Conduct or other ethics or compliance matter, or report a possible violation, through the Ethics Line secured Internet website at or by calling 866-790-5579 toll-free. Calls from outside the United States and Canada are toll-free if you use the international access codes located on the Ethics Line website. Translators are available, but you must speak the name of your preferred language in English to initiate the translation process.
  • Employees are obliged to cooperate with investigations into Code violations and must always be truthful and forthcoming in the course of these investigations.
  • Managers have important responsibilities under the Code. Managers must understand the Code, seek guidance when necessary, and report suspected Code violations. If a manager knows that an employee is contemplating a prohibited action and does nothing, the manager will be responsible along with the employee.
  • The most important message is this: When you are uncertain about any situation, ask for guidance.

Conflicts of Interest


Your personal activities and relationships must not conflict, or appear to conflict, with the interests of the Company. Keep in mind, the Code can't specifically address every potential conflict, so use your conscience and common sense. When questions arise, seek guidance.

General Principles

      • Avoid situations where your personal interests conflict, or appear to conflict, with those of the Company.
      • You may own up to 1% of the stock in a competitor, customer or supplier without seeking prior approval from your Principal Manager so long as the stock is in a public company and you do not have discretionary authority in dealing with that company. If you want to purchase more than 1% of the stock in a customer, competitor or supplier, or the company is nonpublic, or you have discretionary authority in dealing with the company, then the stock may be purchased only with prior approval of your Principal Manager.
      • Directors may own the stock of suppliers, customers and competitors. However, a director must remove himself or herself from any Board activity that directly impacts the relationship between the Company and any supplier, customer or competitor in which the director has a financial interest.
      • If you have a financial interest in a transaction between the Company and a third party, even an indirect interest through, for example, a family member, that interest must be approved by your Principal Manager prior to the transaction. However, if you have a financial interest in a supplier or customer only because someone in your family works there, then you do not need to seek prior approval unless you deal with the supplier or customer or your family member deals with the Company.
      • For any transaction that would require reporting under SEC rules, directors of The Coca-Cola Company must obtain written confirmation from the Board of Directors or its designated committee that the proposed transaction is fair to the Company.
      • If you'd like to serve as an officer or director or consultant to an outside business on your own time, you must receive prior approval in writing from your Principal Manager. If the circumstances of the outside business change substantially, you must seek re-approval. (Employees are permitted, however, to serve on charity boards or in family businesses that have no relationship to the Company.) This rule does not apply to non-employee directors of the Company.
      • Any potential conflict of interest that involves an officer of the Company, of a division or of a subsidiary must be approved in advance by the General Counsel and Chief Financial Officer. Any potential conflict of interest that involves a director or executive officer of the Company must be approved by the Board of Directors or its designated committee.
      • Loans from the Company to directors and executive officers are prohibited. Loans from the Company to other officers and employees must be approved in advance by the Board of Directors or its designated committee.

The Code in Real Life

The Action : An administrative assistant's husband owns an office supply firm with lower prices than anyone else. The assistant's duties at the Company included ordering office supplies, so she ordered them from her husband's firm. But she didn't ask her Principal Manager for prior approval of the transaction with a family member.

The Decision : The employee violated the Code of Business Conduct. A Principal Manager must approve in advance any transaction in which an employee has a financial interest. The employee was disciplined.

The Action : An account executive considered buying stock in a regional pizza chain, which was one of his customers. He asked his manager whether it was a violation of the Code.

The Decision : His manager investigated the matter and advised that it would be a violation of the Code to invest in the customer's business without Principal Manager approval. That's because the account executive had discretionary authority in dealing with that customer. It may be difficult to deal with customers at arm's length when an employee has a personal financial interest.

The Action : A route salesperson services a restaurant chain owned by his cousin. The sales person wonders if that relationship requires special action.

The Decision : Yes, it does require special action. All customers must be treated fairly and honestly. Even if the cousin's restaurant is not receiving preferential treatment, the relationship could give the appearance of such treatment. The salesperson should tell his manager about the relationship, and the sales manager may decide to put a different salesperson on that account.

The Action : A Company chemist's wife is employed by a large utility that is a supplier to the Company. The wife has no business dealings with the Company, and the chemist has no business dealings with the utility. Is the chemist obliged to disclose the relationship?

The Decision : No. But the chemist must seek his Principal Manager's approval if his job changes so that he deals with the utility, or his wife's job changes so that she deals with the Company.

Financial Records


Every Company financial record, including time sheets, sales records and expense reports, must be accurate, timely and in accordance with the law. These records are the basis for managing the Company's business and for fulfilling its obligations to share owners, employees, customers, suppliers and regulatory authorities.

If you know of violations by others, take note: You must report those instances, or you are in violation of the Code. Accurate records are everyone's responsibility. It's always a good idea to double-check them.

General Principles

      • Always record and classify transactions in the proper accounting period and in the appropriate account and department. It is a violation of the Code to delay or prepay invoices, or to delay or accelerate the recording of expenses, to meet budget goals.
      • Never falsify any document or distort the true nature of any transaction.
      • All transactions must be supported by accurate documentation.
      • All reports made to regulatory authorities must be full, fair, accurate, timely and understandable.
      • Employees must cooperate with investigations into the accuracy and timeliness of financial records.
      • To the extent estimates and accruals are necessary in Company reports and records, they must be supported by appropriate documentation and based on good faith judgment.
      • Payments can only be made to the person or the firm that actually provided the goods or services, and must be made in the supplier's home country, where it does business, or where the goods were sold or services provided, unless approved in advance by the Chief Financial Officer and General Counsel.

The Code in Real Life

The Action : As the year was coming to a close, a plant manager realized that his operation already had exceeded the profit target in its annual business plan. The plant manager asked Division Finance if he should hold any further income received that year off the books in order to get a head start on the next year.

The Decision : "Don't even think about it!" he was told. All income and expenses must be recorded in the period they are actually realized.

The Action : An employee submitted a time report for weekend overtime. Her supervisor was skeptical that she had worked the extra hours and checked weekend logs of entries into the building.

The Decision : Put on notice that there was no record of her being in the building, the employee confessed to falsifying her time report. She was disciplined.

The Action : Two employees on a business trip ate dinner at a restaurant. One of them paid for the meal and was reimbursed by the Company for the expense. The other employee took a duplicate receipt and submitted an expense report for money he didn't spend.

The Decision : The second employee was fired. He didn't pay for the meal, and so was stealing from the Company.

The Action : A plant manager asked some suppliers to delay sending invoices until the following year for goods already received. He did not record the expense when the goods were received. He did this to stay within his annual budget.

The Decision : A plant employee knew of the request and that it was a Code violation. The employee reported it to the Ethics & Compliance Office. That was the right thing to do.

The Action : A customer demanded that a salesperson alter an invoice. The customer wanted the invoice to show a higher price than he actually paid and delivery to a different country than was actually the case. The customer asserted that he would no longer buy from the Company unless the salesperson agreed to the falsified invoice.

The Decision : The salesperson knew that the demand was a violation of the Code and refused to play along with the customer. The salesperson then informed his supervisor of the circumstances. That was the right thing to do.

Use of Company Assets


Company assets are meant for Company, not personal, use. Company assets include your time at work and work product, as well as the Company's equipment and vehicles, computers and software, Company information, and trademarks and name.

Common sense should prevail, of course. The occasional personal phone call from your workplace, for example, is inevitable. Substantial personal phone calls, however, represent misuse. The point is to recognize that theft or deliberate misuse of Company assets is a violation of the Code.

General Principles

      • You may not use the Company's assets for your personal benefit or the benefit of anyone other than the Company.
      • You may not take for yourself any opportunity for financial gain that you find out about because of your position at the Company or through the use of Company property or information.
      • Misuse of Company assets may be considered theft and result in termination or criminal prosecution.
      • You must have permission from your Principal Manager before you use any Company asset, including information, work product or trademark, outside of your Company responsibilities.
      • Before accepting payment for speeches or presentations related to the Company or your work at the Company, always get your Principal Manager's approval.
      • Company computer systems and equipment are meant for Company use only. For example, they should never be used for outside businesses, illegal activities, gambling or pornography.

The Code in Real Life

The Action : A Company employee's responsibilities included brand management. On his own time, he began marketing that expertise, using materials prepared as part of his work at the Company and giving talks on the topic to other companies for a fee.

The Decision : He never sought his Principal Manager's approval. When his outside work came to light, he was disciplined.

The Action : A plant operations manager used her Company phone and cell phone for personal calls excessively.

The Decision : It may not sound like much, but the Company's losses in work time and phone charges totaled thousands of dollars. She was disciplined.

The Action : An administrative assistant used his computer at work on a regular basis to create party invitations and personal announcements for other employees to use. He wasn't paid for the work, so he saw no harm.

The Decision : Use of the Company's computers for such large-scale personal projects is a violation of the Code. The employee was disciplined.

The Action : An account executive had a friend who wanted to borrow a list of Company e-mail addresses. The friend wanted to send e-mail solicitations for his business to Company employees.

The Decision : The account executive knew that would be a misuse of Company assets. He explained that to his friend, and declined the request. That was the right thing to do.

The Action : A manager persistently asked his administrative assistant to take care of the manager's personal business on Company time, such as picking up dry cleaning, balancing his checkbook and shopping for personal gifts, and thereby consistently kept the assistant from completing her work duties.

The Decision : A worker's time is a Company asset. The manager was disciplined for persistent misuse of assets.

Working with Customers and Suppliers


It often is customary to exchange gifts and entertainment with customers and suppliers. The key is to keep an arm's length relationship. Avoid excessive or lavish gifts that may give the appearance of undue influence. Avoid personal financial transactions with customers and suppliers that may influence your ability to perform your job.

You should know that special restrictions apply when dealing with government employees. For more information, see the next section on Working With Governments. In all cases, when in doubt, seek guidance.

General Principles

      • The Code prohibits employees¬†from accepting lavish gifts or entertainment. This is an area in which your judgment is critical. For instance, modest holiday gifts are usually fine, but an expensive weekend trip probably would not be. If you are uncertain, seek prior written approval from your Principal Manager.
      • Gifts and entertainment for customers, potential customers and suppliers must support the legitimate business interests of the Company and should be reasonable and appropriate under the circumstances. Always be sensitive to our customers' and suppliers' own rules on receiving gifts and entertainment.
      • Company stock cannot be given as a gift on behalf of the Company under any circumstances.
      • Consistent with the obligation we all have to act with integrity and honesty at all times, you should deal fairly with the Company's customers, suppliers, competitors and employees. No director, officer or employee should take unfair advantage of anyone through misrepresentation or any unfair business practice.

The Code in Real Life

The Action : A purchasing coordinator received a diamond watch from a supplier who does a lot of business with the Company. The purchasing coordinator and the supplier are friends. The purchasing coordinator graciously returned the watch, explaining that the Company doesn't allow lavish gifts, and reported the incident to her supervisor.

The Decision : The employee made the right call. She knew that the watch could influence her buying decisions, or that it might appear that way to others.

The Action : A senior member of management sought and received a $150,000 personal loan from a Company supplier. He didn't seek prior approval.

The Decision : The loan was never repaid, and after the supplier contacted Company officials, the executive was fired.

The Action :An account executive played in a business-related golf tournament. He won the tournament, and accepted the prize, a Caribbean cruise. He checked with his manager for approval.

The Decision : Keeping the prize was fine. It was a legitimate test of skill or luck, and a large number of people participated in the tournament.

The Action : A facilities manager supervised a contractor doing renovation work at the Company.The contractor suggested that since he had extra time, he could do some work on the manager's home at a deep discount. The manager declined and reported the incident to her supervisor.

The Decision : The employee made the correct decision. She knew that this was a favor beyond common courtesy, available only because she had hired the contractor for a Company project.

Working With Governments


Conducting business with governments is not the same as conducting business with private parties. These transactions often are covered by special legal rules. You should consult Company legal counsel to be certain that you are aware of any such rules, and you must have approval of Company legal counsel before providing anything of value to a government official.

The Company prohibits the payment of bribes to government officials. 'Government officials' are employees of any government anywhere in the world, even low-ranking employees or employees of government-controlled entities. The term 'government officials' also includes political parties and candidates for political office. It is your obligation to understand whether someone you deal with is a government official. When in doubt, consult Company legal counsel.

In some countries it may be customary at times to pay government employees for performing their required duties. These facilitating payments, as they are known, are small sums paid to facilitate or expedite routine, non-discretionary government actions, such as obtaining phone service or an ordinary license. In contrast, a bribe, which is never permissible, is giving or offering to give anything of value to a government official to influence a discretionary decision.

Understanding the difference between a bribe and a facilitating payment is critically important. Consult Company legal counsel before acting.

Our Company and its subsidiaries must comply with all applicable trade restrictions and boycotts imposed by the U.S. government. (A boycott is a restriction on a company's ability to ship goods into a specific country or do business there.) Moreover, our Company and its subsidiaries also must abide by U.S. anti-boycott laws that prohibit companies from participating in any international boycott not sanctioned by the U.S. government. If questions arise, contact Company legal counsel.

General Principles

      • The ban on bribes applies to third parties acting on behalf of the Company, including all contractors and consultants. Employees must not engage a contractor or consultant if the employee has reason to believe that the contractor or consultant may attempt to bribe a government official.
      • The Company may hire government officials or employees to perform services that have a legitimate business purpose, with the prior approval of the Principal Manager. For example,an off-duty police officer might provide security. Government officials should never be hired to perform services that conflict with their official duties.
      • All facilitating payments must be approved in advance by Company legal counsel and recorded appropriately.
      • Employees must comply with all U.S. boycott and anti-boycott restrictions.
      • The Company may operate and fund through its employees one or more political action committees.
      • Political contributions by the Company must be in accordance with local law. They must be approved by both your Principal Manager and the General Counsel, and they must be properly recorded.
      • Employees will not be reimbursed for political contributions. Your job will not be affected by your choices in personal political contributions.

The Code in Real Life

The Action : A finance manager paid $20 to an employee of a government-owned telephone company to ensure a telephone line was installed at a Company office on time. Even for that small amount, she sought approval from Company legal counsel and recorded the transaction as a "facilitating payment."

The Decision : That was smart. If the payment had been large, say $600, that might be an indication that this was not a routine governmental action and might constitute a bribe. In every case, employees must seek approval for facilitating payments, and must record these actions appropriately.

The Action : An account executive was traveling in a country experiencing civil unrest. A soldier stopped him at a bridge and demanded payment.

The Decision : When personal safety is at risk, the employee should, of course, make the payment. Still, the fee must be reported to Company legal counsel and recorded appropriately.

The Action : A general manager entertained a government official in charge of issuing special permits to allow route trucks in a restricted area. During the meeting, the general manager gave a television and DVD player to the official as "a token of respect for the esteemed minister."

The Decision : That was a bribe. It was a violation of both the Code and the law.

Protecting Information


It is your obligation to safeguard the Company's nonpublic information. You should not share this information with anyone outside the Company unless it is necessary as part of your work responsibilities.

Nonpublic information is any information that has not been disclosed or made available to the general public. Trading in stocks or securities based on nonpublic information, or providing nonpublic information to others so that they may trade, is illegal and may result in prosecution.

Nonpublic information includes items such as financial or technical data, plans for acquisitions or divestitures, new products, inventions or marketing campaigns, personal information about employees, major contracts, expansion plans, financing transactions, major management changes and other corporate developments.

General Principles

      • Do not disclose nonpublic information to anyone outside the Company, except when disclosure is required for business purposes and appropriate steps have been taken to prevent misuse of the information.
      • Employees may not buy or sell stocks or securities based on nonpublic information obtained from their work at the Company.
      • Disclosing nonpublic information to others, including family and friends, is a violation of the Code and may violate the law.
      • Just as the Company values and protects its own nonpublic information, we respect the nonpublic information of other companies. If you have any questions about obtaining or using nonpublic information of other companies, contact Company legal counsel for guidance.
      • Records should be retained or discarded in accordance with the Company's record retention policies. Consult Company legal counsel regarding retention of records in the case of actual or threatened litigation or governmental investigation.

The Code in Real Life

The Action : A marketing manager was preparing a presentation on a new Company promotion.She was excited about the plan and wanted to discuss it with a friend outside the Company. She wasn't sure if that would be a Code violation, so she checked with her manager.

The Decision : It's a good thing she checked. Sharing nonpublic information is a Code violation, even if the recipient doesn't work for a competitor, customer or supplier.

The Action : An administrative assistant heard an office rumor that the Company was considering acquiring a small, publicly traded beverage firm. She wondered if it was OK to acquire some of the stock of the other beverage company. She asked her manager.

The Decision : "Don't buy the stock," the manager said, after seeking advice from Company legal counsel. It's a violation of the Code and a violation of securities laws on insider trading. She didn't buy the stock, it wasn't worth going to jail or losing her job.

The Action : A manager was seeking a supplier to provide construction work for the Company and received three sealed bids for the job. The manager gave his favorite firm the details of the competing bids so that firm could win the business.

The Decision : That was wrong. The manager disclosed nonpublic Company information and circumvented the bidding process. He was disciplined.

The Action : A Company attorney was traveling with a colleague on a plane to work on a legal case. They began to discuss the particulars of the case when one of them noticed a man across the aisle listening intently and taking notes.

The Decision : They quickly decided it was time to drop the subject. It's never a good idea to discuss Company matters in public where others might hear and take advantage of the information.

The Action : After an important competitor held a meeting at a hotel, a hotel security guard offered a tape recording of the meeting to a Company employee. The Company employee wasn't sure what to do, so he took the tape to his manager.

The Decision : The Company employee should never have taken possession of the tape. It was wrong. No one listened to the tape, and the employee's manager promptly returned it. But even so, the competitor learned of the situation and brought a claim against the Company.

Administration of the Code


All Company directors, officers and employees will receive a copy of this Code at the time they join the Company and will receive periodic updates. Also, any agent, consultant, government official or government employee who is retained by the Company should receive this Code and understand the obligations under it.


The appropriate Principal Managers must review and approve in writing any circumstance requiring special permission, as described in the Code. Copies of these approvals should be maintained by the Company and made available to auditors or investigators.

Waivers of any provision of this Code for officers or directors must be approved by the Board of Directors or its designated committee and promptly will be disclosed to the extent required by law or regulation.

Monitoring Compliance

Employees should take all responsible steps to prevent a Code violation.

You can report suspected Code violations to your management, to responsible employees in Finance, Legal, Strategic Security or the Ethics & Compliance Office, or through the Ethics Line secured Internet website at or by calling 866-790-5579 toll-free. Calls from outside the United States and Canada are toll-free if you use the international access codes located on the Ethics Line website.Translators are available, but you must speak the name of your preferred language in English to initiate the translation process. All reports will be treated confidentially.

In all cases, employees will be subject to no retaliation or other adverse consequence for making a good faith report of a potential Code violation.


The responsibility for administering the Code rests with the Ethics & Compliance Committee, with oversight by the General Counsel, Chief Financial Officer, and Audit Committee of the Board of Directors. The Ethics & Compliance Committee is comprised of senior leaders representing corporate governance functions.

The Company's Audit, Finance, Legal and Strategic Security personnel may conduct or manage Code investigations. For more information on the procedures that generally will be followed in the case of potential Code violations, please refer to The Code of Business Conduct Procedural Guidelines, which can be found on the Company's intranet. The Company will follow local grievance procedures in countries where such procedures apply.

The Chief Financial Officer and the General Counsel will periodically report Code violations and the corrective actions taken to the Audit Committee of the Board of Directors.

Disciplinary Actions

The Company strives to impose discipline for each Code violation that fits the nature and particular facts of the violation. The Company uses a system of progressive discipline.The Company generally will issue warnings or letters of reprimand for less significant, first-time offenses. Violations of a more serious nature may result in suspension without pay, demotion, loss or reduction of bonus or option awards, or any combination. Termination of employment generally is reserved for conduct such as theft or other violations amounting to a breach of trust, or for cases where a person has engaged in multiple violations.

Violations of this Code are not the only basis for disciplinary action. The Company has additional policies and procedures governing conduct.

Signature and Acknowledgement

All new employees must sign an acknowledgment form confirming that they have read the Code and understand its provisions. All employees will be required to make similar acknowledgments on a periodic basis. Failure to read the Code or to sign an acknowledgment form, however, does not excuse an employee from the terms of this Code.

It's Up To You

Administration of the Code is everyone's responsibility. There are colleagues to help you do the right thing. If you act with integrity and seek guidance when you are uncertain, you'll be doing the right thing.