96 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh … · practices of good Corporate Governance through...

96 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY

97ANNUAL REPORT 2014

gOOd gOVERNANCE ANd MANAgEMENT TRANSPARENCY

8 • Achievements 2014• Board of Directors• Specialized Committees• Crime Prevention Model• Homogenization of the Data

Protection Policy• Management Committee

98 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY i Achievements2014

good

transparency

The main governing bodies of Coca-Cola iberian Partners are the general meeting of Shareholders and the Board of directors, which, for a better company governance, issupportedbyseveralCommittees:theExecutive Committee, the Appointments and Remuneration Committee, the Audit Committee and the Quality, Sustainability and the Corporate Social Responsibility Committee. Coca-Cola iberian Partners' goal is for the company to reach the highest standards in terms of Corporate governance.

Our idea of good corporate governance is based on our commitment to ensuring the proper functioning of the company’s governing bodies in accordance with the principles of transparency and accountability, guaranteeing integrity in decision-making. We seek to exercise best practices in this area in order to consolidate the trust of all our stakeholders on the basis of transparency and information, which is essential for building a solid future for Coca-Cola iberian Partners.

Achievements 2014

General Secretariat

1. Organization and positioning of the statutory task.2. Creation of the Committees of the board.3. implementation of the good Corporate governance

principles.4. Legal support for the main corporate projects.

governance and management


Achievements 2014

WiTh ThE bEST PRACTiCES iN CORPORATE gOVERNANCE...

Flexibly Coca-Cola iberian Partners, since its creation, has as its

priority the implementation of good Corporate governance,

opting, voluntarily, to adopt best practices, and basing its

organization and operation on the rules of the Unified Code

for Good Governance of Listed Companies.

Responsibly Transparency and responsibility are the

basic principles of a good Corporate governance. Coca-Cola iberian

Partners is committed to this because both principles constitute part of our

identity, this is why we submit our way of operating and method of decision-making to the best business pratices

followed by limited companies, in which transparencyoffinancialinformation,

corporate social responsibility and reasonable renumeration prevail.

Essentially We are convinced that our business

and our strategy should generate value in a sustainable way, not

only for our shareholders, but also for all our workers, customers,

suppliers and other groups with whom Coca-Cola iberian Partners

works. Transparency, responsibility, fulfillmentofthelawandintegrityare

essential elements in ensuring that our business grows and generates

value in a sustainable way.

BuIldIng...

ISABELA péREz gENERAL SECRETARy ANd CoRpoRATE LEgAL dIRECToR

“ We strive to implement the best practices of good Corporate Governance through fulfilling the principles of transparency and information”.

key in Coca-Cola iberian Partners’ year of consolidation.

having an internal legal team which is organized by a Corporate Legal Advice department and a business Legal Advice department ensures thefulfillmentofalltheregulationsthat affect the company, providing preventative advice, anticipating possible risks and offering the necessary solutions and tools to all levels of the organization.

Without being a public company, Coca-Cola iberian Partners voluntarily submits to compliance with the Unified Code for Good Governance of Listed Companies, established by the National Securities Market Commission (CNMV), in aspects such as the adoption of super-majorities for certain issues, transparency of financialinformation,socialcorporateresponsiblity and reasonable remuneration.

The work of the general Secretariat of the Corporate Legal Counsel has been

Corporate Legal Advice Company Legal Advice

1. design and implementation of the group Role Chart.2. Advice on Corporate development Company Transactions.3. design and implementation of the Crime Prevention Model.4.LaunchingoftheShareholders'OfficeandoftheAdvisors’

Portal.5. design and implementation of a data Protection Policy in

accordance with data Protection Law.

1. implementation of contracting models and operations of the central purchasing body.

2. Standardization of endorsement agreements and revision procedure.

3. Participation and contribution to the Odi business projects.4. Consultations on the management of organized / national clients

and the standardization of new contracting and protocol models in this area.

100 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY | board of directors

board of directors

Executive Committee Appointments and Remuneration Committee Audit Committee Quality, Sustainability and Corporate Social Responsibility Committee

COMPOSiTiON Of ThE bOARd

Name or corporate name of director Representative Committee Position in the board

Sol daurella Executive President

Commercial Companies and Valencian industrialists, Corporation Juan Luis gómez-Trénor fos first Vice-President

Mario Rotlant Solá Second Vice-President

Cobega invest, L.L.C. Javier Juliá díez de Rivera board member

Colabots, L.L.C. Manuel Álvarez de Estrada y Creus board member

Larfin,SingleShareholderCorporation Alfonso Líbano daurella board member

Mendibea 2002, Ltd. José ignacio Comenge Sánchez-Real board member

Monsunt, Corporation Victoria figueras-dotti daurella board member

Tresval, Ltd. francisco Ruiz de la Torre Esporrín board member

Javier gómez-Trénor Vérges board member

Víctor de Urrutia Vallejo board member

Usó ferrera inversiones, Ltd. Manuel ferrís Usó board member

Rimnal inversiones, LLC. Alicia daurella de Aguilera board member

Valvega, Ltd. Álvaro gómez-Trénor Aguilar board member

Paosar, Ltd. Jaime Castellanos borrego board member

isabela Pérez Nivela Secretary of the board


From left to right, standing:•JaimeCastellanosBorrego.•JavierJuliá.•ÁlvaroGómez-Trénor.José ignacio Comenge Sánchez-Real•VictoriaFigueras-Dotti.•ManuelÁlvarezdeEstrada.•JavierGómez-Trénor.•SolDaurella.•ManuelFerris.•FranciscoRuizdelaTorre.•AliciaDaurella.

Seated:•AlfonsoLíbano.•JuanLuisGómez-Trénor.•MarioRotllant.•VíctordeUrrutia.

COMPOSiTiON Of ThE APPOiNTMENTS ANd RENUMERATiONS COMMiTTEE

Name or corporate name of director Representative Position in the Committee

Mario Rotlant Solá President

Commercial Companies and Valencian industrialists, Corporation Juan Luis gómez-Trénor fos Member

Mendibea 2002, Ltd. José ignacio Comenge Sánchez-Real Member

COMPOSiTiON Of ThE ExECUTiVE COMMiTTEE


Sol daurella Executive President

Commercial Companies and Valencian industrialists, Ltd. Juan Luis gómez-Trénor fos first Vice-President

Mario Rotlant Solá Second Vice-President

Cobega invest, L.L.C. Javier Juliá díez de Rivera Member

Larfin,SingleShareholderCorporation Alfonso Líbano daurella Member

Mendibea 2002, Ltd. José ignacio Comenge Sánchez-Real Member

Víctor de Urrutia Vallejo Member

102 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY i Specialized committees

The Committees' work is of an

advisorynature, and their mission

is to promote and drive

initiatives

COMPOSiTiON Of ThE AUdiT COMMiTTEE

Name or corporate name of director Representative Position in the CommitteeValvega, Ltd. Álvaro gómez-Trénor. PresidentColabots, L.L.C. Manuel Álvarez de Estrada y Creus MemberPaosar, Ltd. Jaime Castellanos borrego Member

COMPOSiTiON Of ThE QUALiTY, SUSTAiNAbiLiTY ANd CORPORATE SOCiAL RESPONSibiLiTY COMMiTTEE


LarfinSiNgLE ShAREhOLdER COMPANY. Alfonso Líbano daurella President

Usó ferrera inversiones, Ltd. Manuel ferrís Usó Member

Víctor de Urrutia Vallejo Member


Sustainability and Corporate Social Responsibility Committee.

These committees were established for advisory purposes and their mission is to promote and drive initiatives.

Their operation makes it easier for members of the board of directors to obtain the information needed on relevant aspects of the company’s management, in order to perform adecuate governance and to make informed and responsible decisions.

Towards good Corporate Governance:launchingthespecialized Committees

The general Secretariat has dedicated a large part of its effort to correctly implementing the shareholders' concerns committing from the beginning to practicing good corporate governance.

This commitment to achieving the best practices in good corporate governance is demonstrated by the launching offourspecializedcommittees:theExecutive Committee, the Appointments and Remuneration Committee, the Audit Committee and the Quality,

Achieving the best practices in Corporate governance

is articulated through four specialized

Committees

Audit Committee

Appointments and

Remuneration Committee

Executive Committee

Quality, Sustainability and Corporate

Social Responsibility

Committee

104 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY i Regulatory compliance

Towards a regulatory compliance and ethicalbehaviormodel:CrimePreventionModel and homogenization of the data Protection Policy

PURSUES ThE fOLLOWiNg gOALS

The Code of Conduct

Direction and guidance

Ethical Behavior

Identity Values

To facilitate the principles and fundamental criteria for directing all of our conduct in the development of our activity.

To guarantee ethical and responsible behavior in the development of our operations and with our environment.

To reinforce the values which constitute our identity.

The Coca-Cola iberian Partners Code of Conduct represents the main internal rules of respect for social values, legal compliance and preventing infringements.

A guarantee of our values, as set out in the Code of ConductThe Code of Conduct is aimed at ensuring compliance with Law and our values, which are intended to guide all of our business transactions, rejecting all criminal behavior that may be carried out for the supposed benefit of the company.

Two other great challenges have beentackledthroughout2014:thehomogenization of the group’s personal data Protection Policy, a demanding policy which enables good operation, and the Crime Prevention Model.

The launch of the Crime Prevention Model was approved by the board in March. As key elements of this model, in November the board approved the Code of Conduct of Coca-Cola iberian Partners and created the Ethics Committee, which performs the duties of a crime prevention body, and in which the senior managers fromseveralareasparticipate:human Resources, internal Auditing, Corporate Reputation and Legal.

One of the strong points of the Crime Prevention Model is the establishment of an internal complaints reporting channel which is available to all company employees.

The Ethical Committee was formally inaugurated in 2015. That year the Communication Plan for employees will also be developed, in order to communicate both our Code of Conduct and the existence of the internal complaints reporting channel.


The Legal area's detailed knowledge of both the business and of Coca-Cola iberian Partners' strategy and objectives is key to providing the legal services that we seek. And in this sense we have

Towards a legal advisory service integrated into the business

homogenization of the data Protection Policy Aware of the importance of data in society today, the Legal Area has focused its efforts on ensuring absolute respect for the Law when dealing with information.

The homogenization of the data protection policy has involved a significantrevisionofthewayeacharea handles data of a personal nature,definingandimplementinga standard of common compliance with all entities of the group, and a close working relationship with the Systems area to ensure compliance in terms of information security. guidelines and training have been provided to all areas for the purposes of achieving a high level of compliance.

We continue working to ensure that compliance in this area is always guaranteed, and for this purpose the data Protection Committee was created, composed of managers from all the different areas.

been working, alongside the business areas, to contribute ideas and solutions so that they can achieve their objectives in compliance with the law and thus in a sustainable way.

106 WE ExERCiSE gOOd CORPORATE gOVERNANCE WiTh TRANSPARENCY i Management Committee

Management Committee, a team of professionals

víCToR RUFARTCEOborn in barcelona 53 years ago, he holds a degree in business Sciences, with specialized training in fiscal Studies (EAdA) and Senior Management (iESE).

for 26 years he has had a brilliant professional career in the Coca-Cola System, where he has held various senior management posts. Among others, he has been the CEO of Cobega since 2006.

From left to right, standing:•MªCarmenCapilla.•MarcAndreu.•IsabelaPérez.•FrancescCosano.•FernandoAmenedo.•PedroVinhas.

Seated:•AlbertPérez.•LaiaSoler.•JoséAntonioEcheverria.•VíctorRufart.

in June of 2013 he was named CEO of Coca-Cola iberian Partners.

ALBERT péREzCorporate Director of Planning, Control and Finance born in barcelona 43 years ago, he holds a degree in Software Engineering and business Administration.

Throughout his professional trajectory he has been a SAP consultant and manager at KPMg. he has had a 15 year career in the Coca-Cola System.


Since January 1st, 2015, he has been director of the business Transformation Office(BTO)atCoca-ColaIberianPartners.

mª CARmEN CApILLADirector of Administration and Finance born in Valencia 43 years ago, she holds a degree in Economic Sciences and business Administration. for 13 years she worked in consultancy at Arthur Andersen and after that at deloitte.

having now been part of the Coca-Cola System for seven years, she has been the director of Auditing at Coca-Cola iberian Partners since June 1st, 2013.

FRANCESC CoSANoCorporate Director of Iberia Operationsborn in barcelona 54 years ago, he holds a degree in Marketing and business Administration, and has completed the Management development Program through iESE. for 27 years he has been developing his professional career in the Coca-Cola System, where he has held various positions of responsibility such as Commercial director and deputy general director of Cobega.

Since June 2013 he has been the Operations Manager at Coca-Cola iberian Partners.

JoSé ANToNIo EChEvERRíACorporate Industrial Manager born in Avilés 42 years ago, he holds a doctorate in industrial Engineering and is a graduate in business Administration. having begun his career at Proctor & gamble he then worked at LU galletas (danone group) as the industrial Manager for Spain. he joined the Coca-Cola System nine years ago, and has since held various managerial positions.

in June of 2013 he was named director of Coca-Cola iberian Partners’ IntegrationOffice.

he is currently the Corporate industrial Manager.

FERNANdo AmENEdoCorporate Manager of Reputation and Institutional Relationsborn in La Coruña 54 years ago, he holds a degree in Law and a Master’s degree in business Administration from the iE business School.

he started his career at The Coca-Cola Company as Manager of the Canary and balearic islands. After having worked for a period at the Mars group, Coors and Vía digital, he returned to Coca-Cola iberia where he was appointed director of Non-Carbonated Products and general director, a post which he held between 2006 and 2013.

mARC ANdREU Business Executive Support born 38 years ago in boston (USA), he holds a degree in industrial Engineering, is specialized in Management and has completed the Management development Program at iESE.

having worked for two years as a Process and Strategy Consultant at Strategy Consultors, in June 2002 he joined Cobega as the industrial Area Management Control Assistant for Catalunya and Aragon. Subsequently, and during his 13 years in the Coca-Cola System he has held several roles of responsibility, such as Planning and Support Manager, among others.

Since January 2014 he has held the role of business Executive Support at Coca-Cola iberian Partners.

he has been Corporate director of Planning, Control and finance at Coca-Cola iberian Partners since June 1st, 2013.

ISABELA péREzGeneral Secretary and Corporate Legal Directorborn in zaragoza 40 years ago, she is a lawyer and State attorney, and developed her professional career in bilbao and barcelona where in 2011 she was appointed to the role of head of the State Legal Service for Catalunya.

She came to Coca-Cola iberian Partners on June 1st, 2013, and is currently general Secretary and Corporate Legal director of Coca-Cola iberian Partners.

LAIA SoLERCorporate Director of Human Resources She holds a degree in Psychology and a Master’s degree in business Administration, specializing in labor relations. She was a human Resources consultant at iOR Consulting and Konsac, and deputy hR manager of hoteles hesperia (now called Nh hoteles).

having now been in the Coca-Cola System for six years, she has been the director of human Resources at Coca-Cola iberian Partners since April 2014.

pEdRo vINhASCorporate Director of the Business Transformation Office (BTO) born in Coimbra (Portugal) 46 years ago, he holds a degree in Accountancy and business Administration, specializing in information Management and e-business. he was a director at LeverElida, fimaVg and igloOlá, companies pertaining to the Unilever group. Six years ago he joined the Coca-Cola System.

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