Item
6. Indemnification of Directors and Officers.
Set forth
below is a description of certain provisions of the restated certificate of incorporation, as amended, and by-laws of The Coca-Cola
Company (the “registrant”) and the General Corporation Law of the State of Delaware (“DGCL”), as such
provisions relate to the indemnification of the directors and officers of the registrant. This description is intended only as
a summary and is qualified in its entirety by reference to the restated certificate of incorporation, as amended, the by-laws
and the DGCL.
Section
145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against
expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions,
suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right
of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests
of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses,
including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires
court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation.
The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate
of incorporation, as amended, by-laws, disinterested director vote, stockholder vote, agreement, or otherwise.
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As permitted
by the DGCL, the registrant’s restated certificate of incorporation, as amended, provides that directors will not be personally
liable to the registrant or its shareowners for monetary damages for breach of fiduciary duty as a director, except for liability:
• for
any breach of the director’s duty of loyalty to the registrant or its shareowners,
• for
acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,
• under
Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or
redemptions), or
• for
any transaction from which the director derived any improper personal benefit.
If the
DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability
of the registrant’s directors shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Article
VII of the registrant’s by-laws provides that the registrant shall indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the registrant) by reason of the fact that he is or was a director,
officer, employee, or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action,
suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest
of the registrant, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interest of the registrant, and with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding the foregoing, except with
respect to a proceeding to enforce rights to indemnification or advancement of expenses under Article VII, the registrant is required
to indemnify a person under this Article VII in connection with a proceeding (or part thereof) initiated by such person only if
such proceeding (or part thereof) was authorized by the board of directors of the registrant.
The registrant
will also indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action or suit by or in the right of the registrant to procure a judgment in its favor by reason of the fact that he is or was
a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant, as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including
attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the registrant
and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the registrant unless and only to the extent that the Court of Chancery or the court in which such action
or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Article
VII of the by-laws further provides that the registrant may purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the registrant. The registrant has purchased directors’ and officers’
liability insurance covering many of the possible actions and omissions of persons acting or failing to act in such capacities.
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Article
VII of the by-laws also provides that the registrant shall have the power to enter into indemnification agreements with any director,
officer, employee or agent of the registrant in furtherance of the provisions of Article VII.