Governance and Ethics

Our Board is elected by shareowners to oversee the long-term health, financial strength and success of our Company. 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 has seven standing committees:

• Audit
• Compensation
• Directors and Corporate Governance
• Executive
• Finance
• Management Development
• Public Issues and Diversity Review

The Board selects and oversees members of senior management. Our Board currently has 15 members, 14 of whom are not employees of The Coca-Cola Company.

Our Corporate Governance Guidelines, along with the Board Committee Charters and the key practices of the Board, provide the foundation for corporate governance at The Coca-Cola Company. The Corporate Governance Guidelines address such areas as the Board’s mission and responsibilities; Director qualifications; determination of Director independence; Chief Executive Officer compensation and performance evaluation; and management succession planning.

One important committee to note is the Public Issues and Diversity Review Committee, which is established by the Board to aid the Board in discharging its responsibilities relating to the Company’s positions on corporate social responsibility and public issues of significance, which may affect the shareowners, the Company, the business community and the general public; and to perform such other duties as may be delegated by the Board and consistent with the charter. To view the group’s responsibilities and frequency of Company reviews, please visit the Public Issues and Diversity Review Committee page of our Company website.

Our strong pay for performance philosophy awards executives in a way that motivates them to operate the Company’s business in a profitable and sustainable manner. Our executive compensation programs enable the Compensation Committee of the Board to consider environmental and social objectives, in addition to our financial and operational goals, when rewarding executives.

Our Company’s Code of Business Conduct—available in 29 languages—guides our business conduct. The Code articulates our expectation of accountability, honesty and integrity in all matters. All associates of our Company and its majority-owned subsidiaries are required to read and understand the Code and follow its precepts, both in the workplace and in the larger community.

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

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

To ensure an ongoing commitment to and understanding of our Code of Business Conduct, we offer online training to all associates with Company-provided computers discussing topics related to ethics and compliance, including our Anti-Bribery Policy. All newly hired associates receive the training upon hire and all others receive the training at least once every three years. In 2010, approximately 22,000 employees (management and non-management) certified their compliance with the Code of Business Conduct and the Company’s anti-bribery requirements. In addition to a number of optional training courses on various topics, associates are requested to participate in ethics training on an annual basis, resulting in an average of 60 minutes of ethics training per associate per year.

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

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

We conduct periodic anti-bribery assessments and audits of our business to raise overall awareness, detect potential misconduct and monitor compliance with anti-corruption laws and policy. We have reviewed practices at all our business units for risks related to corruption, and we concentrate our assessments and audits on the highest-risk locations.

In 2010, we conducted an anonymous survey of more than 600 associates who directly and indirectly manage our interactions with government officials across our global operations. The survey collected direct feedback on how our anti-corruption program is working to ensure compliance with our policy and supporting procedures. Survey results indicated a very high degree of knowledge of the Company’s Anti-Bribery Policy. Since conducting the survey, we have shared the results with our Board and have begun implementing the lessons gleaned from the survey.

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

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

Public policy affects our business, our people and the communities where we do business. On occasion, we use our resources to advance public policy that is consistent with the sustainability of our business and our Company values. We base our political contributions on several criteria, including legal compliance, Board and management oversight, public policy support and public transparency. While we do use our resources to advance public policy in a number of countries, our main donation is in the United States.

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

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