As Adopted September 12, 2012
Purpose - This Code of Business Conduct and Ethics ("Code") embodies our commitment to conduct business in accordance with all applicable laws, rules and regulations, to provide full, fair, accurate and timely disclosure in public communications, reports and filings, and honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest, and the prompt internal reporting of violations. We have adopted this Code to promote compliance and avoid even the appearance of improper conduct. Failure to comply may lead to company-imposed sanctions, including immediate dismissal for cause, whether or not there is a violation of law.
Scope - This Policy applies to all employees, officers, directors ("you") of Dr Pepper Snapple Group, Inc. and its subsidiaries ("company," "we" or "our"). We expect our consultants, vendors, contractors and other third parties we do business with to abide by the portions of this Code applicable to our relationship.
Immediate Family - These policies apply to you and your immediate family. Immediate family includes your children, parents, spouse, siblings and anyone (other than domestic employees or tenants) who shares your home.
Principles - You must understand and comply with this Code. We cannot list all activities that may violate this Code or what is inappropriate in every circumstance. However, the following are some rules regarding specific areas. These are not exhaustive and do not limit the generality of this Code. Use good judgment and common sense and avoid even the appearance of improper behavior.
Conflicts of Interest. You may not engage in any activity that creates a conflict of interest, or the appearance of one, between you and the Company, including where:
- Your own private interests interfere or appear to interfere with the Company's in any way.
- You take action or have an interest that may affect your ability to work for the Company objectively and effectively.
You receive improper personal benefits as a result of your relationship with the Company.
- Investments. You may not own a more than a nominal financial or other beneficial interest in any enterprise doing business or competing with us. However, owning under 1% of the outstanding equity securities (or over 1% through mutual funds or similar non-discretionary, undirected arrangements) of any publicly-traded company is allowed.
- Corporate Opportunities. You owe a duty to advance our legitimate interests to the best of your ability. You may not take business opportunities for yourself (or direct them to a third party) that are properly within the scope of our activities or that you discover through your position. This does not apply if we turn the opportunity down. You may not use our property, position or information for personal gain and you may not compete with us. If an activity involves both personal and Company benefits, you should review it in advance with the General Counsel's office.
- Business Affiliations. You may not serve as a director, officer, consultant, employee or other capacity for any party that is a competitor, conducts or seeks to do business with us, or interferes or may appear to interfere with your duties.
Gifts. You may not accept or give gifts that may appear or tend to influence business decisions or compromise independent judgment. If you have any doubt regarding accepting or receiving a gift, you should get the prior approval of your manager. The following are some general guidelines:
- Accepting gifts - You may not accept "significant" gifts from a customer, supplier or anyone attempting to develop a business relationship with us. "Significant" items are items that could create the impression or expectation (perceived or otherwise) that the giver will be rewarded in some way. Any gift over $300 in value is "significant." Modest gifts are OK, but you should not feel obligated or expected to give special treatment in return. Examples of modest gifts may include t-shirts, inexpensive pens, mugs, cups, calendars, etc. You may not accept cash or cash equivalents of any value (such as a pre-loaded debit card or gift certificates - though if you won as a prize through skill or luck, it is a prize and generally acceptable.)
Giving gifts - You must be sensitive to our customers' and suppliers' own rules on gifts. As in receiving them, "significant" gifts are inappropriate and appearances are important. See the considerations above. Sales or marketing representatives may make gifts of their regular products or promotional items per established local policies to generate goodwill. Any sort of bribery is strictly prohibited.
- Being entertained. Do not accept meals, entertainment or trips from a customer, supplier or anyone seeking business, unless unsolicited and it does not create any obligation on your part. Additionally, the entertainment should be appropriate and consistent with this Code. Use good judgment and common sense and avoid even the appearance of improper behavior. Obtain your manager's prior approval for "significant" meals, entertainment or trips. Event tickets that are generally available to the public, such as local sporting, concert and theatre events, in most cases, are not "significant." "Elite" or "premiere" tickets are those not realistically accessible to the general public or available only at a very high premium over face value. Examples include the Olympics, World Cup, Super Bowl, World Series, Wimbledon, Masters, Oscars and Grammy's. These will be "significant" in most cases. If any doubt exists, get the prior approval of your manager.
- Entertaining. Entertainment of a customer or supplier beyond a reasonable and customary level under the circumstances of the business relationship should be avoided. See the considerations above under "Being Entertained." Be sensitive to our customers' and suppliers' own rules. Entertainment that is a part of a Company-sponsored program, such as a sales incentive or a customer marketing promotion, is permitted.
Property, Loans and Gifts from Company. You may not receive property, loans or receive gifts (except under Company service or award plans) from the Company. No director or executive officer may receive loans under any circumstances.
- Political Contributions. We will comply with all laws regarding political contributions. Federal law prohibits companies from making contributions or gifts of any kind (including money, property, goods or services) to any political candidate, campaign committee or other organization in connection with any federal election (except through a political action committee). You may not receive reimbursement for a personal contribution from corporate funds - whether through an expense account, bonus or otherwise. Certain states permit us to make political contributions within specific limits and reporting requirements, such as through a state beverage association. You may not use Company funds, facilities and other assets to support, directly or indirectly, any political candidates without advance written approval from Government Affairs and the General Counsel's Office. Nominal legal contributions of our products are permitted. You may participate in the political process as an individual on your own time. However, if expressing views, you should speak as an individual and avoid the appearance that you are speaking as our representative, unless authorized to do so.
- Confidential Information. You may learn confidential or proprietary non-public information about us and our employees, suppliers, customers, service providers or other third parties. Examples may include information about our business, finances, results or prospects, information provided by a third party, or information of use to our competitors or harmful to us or our customers if disclosed. Except as required to perform your duties, unauthorized or inappropriate disclosure or use of any our confidential or proprietary information is prohibited. This prohibition includes, but is not limited to, inquiries made by the press, analysts, investors or others. You also may not use such information for personal gain. Your confidentiality obligations continue after your employment ends. If, in certain cases, law or regulation requires disclosure, the General Counsel's office will assist in determining what disclosure is required. You should notify the General Counsel's office immediately if you believe that you may have disclosed confidential information, inadvertently or otherwise.
- Laws. You must comply with all laws, rules and regulations where we do business.
- Integrity & Fair Dealing. We expect honesty, openness and courtesy. You should deal fairly with and maintain our reputation with customers, suppliers, competitors, officials and employees, and not take unfair advantage through manipulation, concealment, improper use of confidential information, misrepresentation of material facts or other unfair-dealing.
- Employment of Family. Immediate family of an officer or director may not be hired without approval by Human Resources and the General Counsel's office. A related employee may not have a role with effective control over any aspect of an immediate family member's job, or share responsibility with another related employee for control or audit of significant assets.
- Theft or Misuse of Assets. You should protect our assets and ensure their efficient use for our legitimate business. Theft, destruction, removal or inappropriate use of Company assets by anyone is prohibited and should be reported.
- Books and Records. Forgery, alteration or falsification of documents, records or transactions or off-the-record trading or cash accounts or other off-the-record business transactions are strictly prohibited.
- Accounting Issues. All transactions shall be properly approved and accurately reflected on our books and records. Any attempt to mislead, manipulate, misstate or deliberate error in our accounting is strictly prohibited. You should also report any error, deficiencies or noncompliance with any internal accounting controls.
- Financial Reporting. We are committed to providing full, fair, accurate, timely and understandable disclosure of relevant information to stockholders, investors and the Securities and Exchange Commission. Fraudulent or misleading reporting can severely harm our reputation and inventors and can result in civil or criminal penalties to the individuals involved and the Company. Reporting of any false or misleading information in internal or external financial reports is strictly prohibited.
- Fraud. We strictly forbid fraud, regardless of amount. Fraud includes any intentional or reckless (i) deceptive or manipulative conduct, including any false or misleading representation or concealment of a material fact, (ii) violation of corporate loyalty, trust or confidence, or (iii) misappropriation of corporate property or information.
Monitoring Compliance - Any questions of interpretation, application or waiver must be reviewed and approved by the General Counsel's office. Waiver of any provision for directors, executive officers and senior financial officers will only be granted by the Board of Directors or a committee thereof and promptly disclosed to shareholders. The Audit Committee and the General Counsel's office will implement and monitor compliance with this Code. If there is a violation, we will take appropriate actions that are reasonably designed to deter wrongdoing and promote accountability for compliance.
Reporting - We value honesty and openness. If you have genuine concerns about any matter or breach, you are encouraged to report it as provided below. You may do so anonymously.
Write to: Dr Pepper Snapple Group, 5301 Legacy Drive, Plano, TX 75024
Attn: General Counsel
Call the anonymous "Speaking Up!" Helpline any time 24 hours a day/365 days a year:
US and Canada: 1.800.349.4248
- Submit anonymously to the "Speaking Up!" website: https://www.integrity-helpline.com/dps.jsp
Investigation - Investigations will be conducted without regard to a suspected wrongdoer's length of service, position/title or relationship to the Company. If you are not satisfied with our actions taken in response, you may report the matter to the Chairman of the Audit Committee of the Board of Directors at the company address above.
Confidentiality - Every reasonable effort will be made to maintain the confidentiality of the information received and those who in good faith report perceived misconduct. The investigation will not be disclosed or discussed other than with those with a legitimate need to know. We reserve the right in our sole discretion to disclose any information obtained during an investigation to any third party, including any federal or state agency.
Retaliation/Obstruction - We will not tolerate retaliation in any form against any person for complaints or reports made in good faith. Any retaliation or attempt to deter or obstruct an employee from providing such information or assisting an investigation will be treated as a serious disciplinary offense.
Modifications - We reserve the right to amend or modify these policies and procedures at any time.
Questions - Contact the General Counsel's office. However, compliance responsibility ultimately rests with you.
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