Investor Center
Code of Business Conduct and Ethics
- As Amended and Revised on February 11, 2009
Introduction
This Code of Business Conduct and Ethics embodies the commitment of Dr Pepper Snapple Group, Inc. and its subsidiaries to conduct business in accordance with all applicable laws, rules and regulations and with the highest ethical standards. We also expect the consultants we retain generally to abide by this Code.
Applicability
This Code applies to our directors, officers and employees, and sets forth minimum standards you must follow.
Purpose
The purpose of this Code is to promote:
- Compliance with applicable laws, rules and regulations;
- Full, fair, accurate and timely disclosure in public communications, reports and filings;
- Honest and ethical conduct, including fair dealing and the ethical handling conflicts of interest;
- Prompt internal reporting of violations of this Code to the Audit Committee and to the office of the General Counsel; and
- Accountability for compliance with this Code.
Principles
You must comply with the following principles:
- 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.
- A conflict of interest may occur when your own private interests interfere with the Company's in any way. This applies even if the activity just appears to interfere with the interests of the Company. A conflict of interest can arise when you take action or have an interest that may make it difficult to perform your work for the Company objectively and effectively.
- Conflicts of interest also arise when you or your family member receives improper personal benefits as a result of your relationship with the Company. A family interest would include any interests of your spouse, parent, child, sibling or domestic partner.
- You must disclose any conflict of interest to the office of the General Counsel.
- We cannot list all the activities that may violate this policy. However, the following are some rules regarding specific areas. These are not exhaustive and do not limit the generality of the conflict of interest policy.
- Unless approved in writing by the office of the General Counsel:
- Personal Investments. You may not own a more than a nominal financial (or other beneficial) interest in any enterprise which does business with or competes with the Company. This also applies to your immediate family members owning such an interest. However, ownership of less than 1% of the outstanding equity securities (or in excess of 1% through mutual funds or similar non-discretionary, undirected arrangements) of any publicly-traded company is permissible.
- Corporate Opportunities. You owe a duty to the Company to advance its legitimate interests to the best of your ability. You may not take business opportunities for yourself (or direct such opportunities to a third party) that are properly within the scope of the Company's activities or that you discover through the use of the Company's property, information or position.
- This does not apply if the Company has turned the opportunity down.
- You also may not use the Company's property, position or confidential or proprietary corporate information for personal gain, and you may not compete with the Company.
- Sometimes the line between personal and Company benefits is difficult to draw, and sometimes both personal and Company benefits may be derived from certain activities. The only prudent course of conduct is to make sure that any use of Company's property or services that is not solely for the benefit of the Company is approved beforehand by the office of the General Counsel of the Company.
- This does not apply if the Company has turned the opportunity down.
- Business Affiliations. You may not serve as a director, officer, consultant, employee or in any other capacity in any enterprise which:
- is a competitor of the Company;
- conducts or seeks to conduct business with the Company; or
- interferes or appears to interfere with your duties with the Company.
- is a competitor of the Company;
- Business Gifts. You (or a member of your immediate family) may not accept gifts that may appear to or tend to influence business decisions or compromise independent judgment.
- The exchange of limited non-cash business courtesies may be acceptable in some circumstances.
- However, we do not seek to improperly influence the decisions of our business constituents by such courtesies, and we require your decisions not be influenced by any gift.
- You must have the prior approval of your supervisor to give a business gift.
- Sales or marketing representatives may make business gifts of their regular products or promotional items per established local policies for the purpose of generating business goodwill.
- Following are some general guidelines for applying this policy:
- Accepting gifts
Neither you nor any member of your immediate family may accept "significant" gifts from a customer, supplier, or anyone attempting to develop a business relationship with the Company. The term "significant" refers to items that are major enough that they could create the impression or expectation (perceived or otherwise) that the giver will be rewarded with business, favoritism or some other benefit from the employee or the Company. This is an area in which the exercise of your common sense best judgment is critical; however, any gift greater than $300 in value is considered "significant." It is OK to accept modest gifts, but in doing so, you should not feel obligated or expected to give the giver special treatment in the future. Examples of modest gifts include t-shirts, inexpensive pens, mugs, cups, calendars, etc. It is impractical to define what is inappropriate that would cover every circumstance. Keep in mind that appearances can play a role here. Even if you believe that accepting a gift is appropriate, it may be that your coworkers would question your judgment or your relationship with the giver. You need to feel entirely comfortable in accepting a gift. If you do not, you should ask your manager or legal counsel for advice.
You may not accept gifts of cash or cash equivalents (such as a debit card with cash already loaded) or, in most circumstances, gift certificates. (When are gift certificates acceptable? If you win a gift certificate as a prize through skill or luck, it is not a "gift" but a prize, and therefore acceptable in most circumstances.) - Giving gifts
You should always be sensitive to our customers' and suppliers' own rules on receiving gifts. "Significant" gifts are inappropriate. See the considerations above under "Accepting Gifts." Here, too, appearances are important, and you must feel entirely comfortable about your decision to give a gift. - Being entertained
Do not accept meals, entertainment or trips from a customer, supplier, or anyone attempting to do business with the Company unless they are unsolicited and they do not create any obligation on your part.
The prior approval of your manager is required for meals, entertainment or trips that are "significant". If any doubt exists whether any such entertainment is "significant" get the prior approval of your manager.
Event tickets that are generally available to the public are generally not considered "significant." For example, attendance at local professional sporting, concert and theatre events, in most cases, would not be considered "significant."
"Elite" or "premiere" event tickets refers to the relatively small handful of elite or premiere events where tickets are not realistically accessible to members of the general public or are available only at a very high premium over face value. Examples may include, but are not limited to, the Olympics, World Cup championship matches, the Super Bowl, The World Series, Wimbledon tennis, The Masters Golf Tournament, and awards shows such as The Oscars and The Grammy's. These elite event tickets will be considered "significant consideration" in almost all cases.
Employees should consult their manager if there is any uncertainty regarding the status of any tickets (event tickets or elite event tickets) they have been offered. - Entertaining customers and suppliers
Entertainment of a customer or supplier that goes beyond the level which is reasonable and customary under the circumstances of the business relationship should be avoided. See the considerations above under "Being Entertained" for guidance. You should always be sensitive to our customers' and suppliers' own rules on receiving meals and entertainment. Entertainment that is a part of a Company-sponsored program, such as a sales incentive or a customer marketing promotion, is permitted under these guidelines.
- Accepting gifts
- Personal Investments. You may not own a more than a nominal financial (or other beneficial) interest in any enterprise which does business with or competes with the Company. This also applies to your immediate family members owning such an interest. However, ownership of less than 1% of the outstanding equity securities (or in excess of 1% through mutual funds or similar non-discretionary, undirected arrangements) of any publicly-traded company is permissible.
- Property, Loans and Gifts from the Company. You (or any member of your immediate family) may not receive property, loans or receive gifts (other than service gifts and awards approved by Company policy) from the Company. No director or executive officer may receive loans from the Company under any circumstances.
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). Federal rules also prohibit any person from making a personal contribution and then receiving reimbursement from corporate funds through an expense account, a bonus or other form of compensation.
Certain states permit the Company to make political contributions within carefully defined limits and reporting requirements, such as contributions made through membership in a state beverage association. No employee is permitted to use Company funds, facilities and other assets to support, directly or indirectly, any political candidates in a state without having received in advance written authorization from Government Affairs and approval from the Legal Department. Nominal legal contributions of the Company's products are permitted.
Employees should feel free to participate in the political process as individuals and on their own time. When expressing views on public or political issues at civic meetings, employees should make clear that they are speaking as individuals and avoid giving any appearance that they are speaking as a Company representative unless they have been authorized to speak for the Company.
- Confidential Information. In carrying out our business, you may learn confidential or proprietary information about the Company, its suppliers, customers, service providers or other third parties. Except as required to perform your duties, unauthorized disclosure or use of any our confidential or proprietary information is prohibited.
- Our confidential or proprietary information includes, among other things, any non-public information concerning the Company, including its businesses, financial performance, results or prospects. Confidential information also includes non-public information that a third party provides expecting it to be kept confidential and used solely for the business purpose for which it was conveyed. Confidential information also includes non-public information that might be of use to competitors, or harmful to us or our customers, if disclosed.
- This prohibition applies specifically (but not exclusively) to inquiries made by the press, investment analysts, investors or others in the financial community.
- This obligation of confidentiality continues after your employment ends.
- The obligation to maintain the confidentiality of information may be subject to legal or regulatory requirements to disclose that information. In such cases, the office of the General Counsel will assist in determining what disclosure is required.
- Fair Dealing and Integrity. One of our most valuable assets is our reputation for fairness and integrity. We expect honesty, openness and courtesy from you in your business dealings. You should deal fairly with and not take actions which could undermine our reputation with our customers, suppliers, service providers, competitors, government officials and employees. You should not take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practice.
- Employment of Family. Our policy is not to hire immediate family members of an officer or director without approval by the office of General Counsel. Immediate family members cannot be employed in jobs where one employee has effective control over any aspect of the related employee's job. Related employees may not share responsibility for control or audit of significant assets of the Company.
- Proper Use of Assets. You should protect assets and ensure their efficient use for our legitimate business purposes. Theft, carelessness and waste have a direct impact on our profitability.
- Books and Records. All transactions shall be properly approved and accurately reflected on the Company's books and records. Falsification of transactions or records or off-the-record trading or cash accounts or other off-the-record business transactions is strictly prohibited and subject to disciplinary action or dismissal.
- Public Reports and Disclosure. Dr Pepper Snapple Group is committed to providing full, fair, accurate, timely and understandable disclosure of relevant information to stockholders, investors and the Securities and Exchange Commission (SEC). Reporting of financial information to stockholders, investors and to the SEC requires the highest standard of fairness and honesty. The harm done to our reputation and to our investors by fraudulent or misleading reporting can be severe. Dishonest financial reporting can also result in civil or criminal penalties to the individuals involved and to the company. Consequently, the reporting of any false or misleading information in internal or external financial reports is strictly prohibited.
Compliance
- You have a responsibility to understand and comply with this Code.
- The Audit Committee and the office of the General Counsel of the Company will implement and monitor compliance with this Code.
- Appropriate actions that are reasonably designed to deter wrongdoing and promote accountability for compliance with this Code will be taken if there is a violation.
- Waiver of this Code for our executive officers and senior financial officers will only be granted by our board of directors or a committee thereof and promptly disclosed to shareholders.
- The Chief Executive Officer shall annually certify that he or she has implemented and monitored compliance with this Code and has reported each material violation thereof to the Audit Committee and the office of General Counsel.
Reporting Code of Conduct and Other Ethics Issues
- If you believe the company's accounting, internal accounting controls, or auditing practices have not complied with this Code of Conduct or with applicable law, you should report the matter to the General Counsel or to the Chairman of the Audit Committee of the Board of Directors at the addresses appearing at the end of this Code of Conduct. You may report such matter on an anonymous basis. All alleged violations will be fully investigated and employees reporting any such matter in good faith should fear no reprisal. If you are not satisfied with the actions taken by the company in response to a complaint, you may report the matter to the Chairman of the Audit Committee of the Board of Directors using the contact information appearing at the end of this Code of Conduct. You may make reports to the General Counsel or to the Chairman of the Audit Committee in writing or you may do so using the Dr Pepper Snapple Group Speaking Up helpline at the phone number or website listed below.
- We actively promote ethical behavior in all of our business activities. You are encouraged to speak to the office of General Counsel or other appropriate personnel at any time if there is any doubt about the best course of action in a particular situation.
- Every reasonable effort will be made to ensure the confidentiality of those furnishing information. We will not tolerate retaliation in any form against any person for complaints or reports made in good faith.
Addresses for Reporting Violations and Speaking Up Helpline Information
Addresses for communicating with the General Counsel, the Chairman of the Audit Committee, and information on how to contact the Speaking Up helpline and website are as follows:
General Counsel: Dr Pepper Snapple Group
5301 Legacy Drive
Plano, TX 75024
Attention: General Counsel
Chairman of the
Audit Committee
of Dr Pepper
Snapple Group:Dr Pepper Snapple Group
5301 Legacy Drive
Plano, TX 75024
Attention: Chairman of the Audit Committee
Dr Pepper Snapple
Group Speaking Up
Helpline:800-349-4248 or
001-888-243-8076 (toll free for Mexico)
Dr Pepper Snapple
Group Speaking Up
Website:
https://www.integrity-helpline.com/dps.jsp
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