• Corporate Governance Principles Compliance Statement
• Section I: Shareholders
• Section II: Public Disclosure and Transparency
• Section III: Stakeholders
• Section IV: Board of Directors

Pursuant to the Capital Markets Board’s (CMB) resolutions, all companies listed on the Istanbul Stock Exchange (ISE) are encouraged to disclose their compliance with the CMB’s Corporate Governance Principles.

Coca-Cola İçecek (CCI) already had a well established system of corporate governance standards prior to being a public company. This governance culture was further augmented by the required adherence to the CMB principals.

CCI works within the framework of all existing regulations and the “Corporate Governance Principles” prepared and accepted by the CMB except for the following:

• CCI’s Articles of Association do not restrict the transfer of Class C shares. However, there are certain stipulations for the transfer of Class A and Class B Shares.
• Class A and Class B shares have certain privileged rights with respect to management. CCI’s Board of Directors consists of 10 members, 6 of whom are nominated by Class A shareholders and 3 of whom are nominated by Class B Shareholders. The remaining Director is nominated by any one shareholder.
• As per the definition in the CMB Corporate Governance Principles, CCI’s independent directors do not qualify; however, Gerard A. Reidy nominated by The Coca-Cola Companydoes not have any current tie to such nominating shareholder. He qualifies to be independent as per generally accepted standard. CCI believes that the objectivity and independent approach by this Board member highly contributes to the development and strengthening of the Company’s management.
• CCI Articles of Association does not allow for a cumulative voting system.
• Provision for the request to assign a special auditor is not arranged as an individual right in CCI’s Articles of Association.
• CCI’s Articles of Association does not include a provision to maintain that important decisions such as division of shares and the sale, purchase or lease of assets are adopted in General Assembly. The Board of Directors of our Company discussed the matter of adoption of such resolutions in the General Assembly and decided by a majority that such delegation would diminish the acting capability of the management against dynamic and changing business opportunities to the detriment of all shareholders and hinder the operations of the Company. Therefore, the Board of Directors found it appropriate to inform all shareholders in the very first General Assembly following such transaction(s), if any.

Furthermore, CCI continues to increase the compliance level to Corporate Governance Principles issued as of December 30, 2011.

2. Shareholder Relations Department

CCI has an Investor Relations Department reporting directly to the Chief Financial Officer (CFO), managing the relations of the company with its shareholders.

The individuals in charge of investor relations are as follows:

Dr. Deniz Can Yücel
Investor Relations Manager
Tel: +90 216 528 4000
Fax: +90 216 365 8457
Email: deniz.yucel@cci.com.tr

Eser Taşcı
Investor Relations Executive
Tel: +90 216 528 4480
Fax: +90 216 365 8457
Email: eser.tasci@cci.com.tr

Nebahat Rodoplu
Investor Relations Specialist
Tel: +90 216 528 3392
Fax: +90 216 365 8457
Email: nebahat.rodoplu@cci.com.tr

Merih Ortabaş
Investor Relations Analyst
Tel: +90 216 528 4717
Fax: +90 216 365 8457
Email: merih.ortabas@cci.com.tr

Questions directed to the Investor Relations Department are answered in accordance with CCI Disclosure Policy. During 2011, CCI management and the Investor Relations Department attended 21 investor conferences and roadshows and organized 17 conference calls and met with 438 investors/analysts from 312 companies and investment funds at its headquarters, investors/analysts’ offices, investor conferences or teleconferences. CCI organized 4 webcasts, each a day after the quarterly earnings releases to discuss related quarter’s financial performance.

Investor Relations Department meets with analysts and investors on a regular basis to share developments and respond to inquiries relating to CCI’s strategic and operational performance. These meetings are held within the context of equality principles and each presentation shared with analysts or investors are made public via CCI’s web site.

3. The Use of Shareholders Rights to Obtain Information

The CCI Disclosure Policy includes equal treatment of all shareholders, and provides that accurate disclosure with similar content reaches every recipient at the same time. Information requests from shareholders regarding matters that are not yet within the public domain are also evaluated according to this policy and selective disclosure is never allowed.

Information is disclosed by means of announcements to the Public Disclosure Platform and via press releases. In order to increase shareholder accessibility to publicly available information and as per article no 1.11.5 of Section II of the Corporate Governance Principles, all public announcements are posted in Turkish and English on the Company’s web site (www.cci.com.tr). In addition, all announcements are distributed by e-mail to those registered in the Company’s database. There is no specific condition required to be included in this list and all requests by investors, analysts and related parties to be included in this list are encouraged and accepted.

Provision for the request to assign a special auditor is not arranged as an individual right in CCI’s Articles of Association.

4. Information on Shareholders’ Meeting

The annual ordinary General Assembly of CCI was held on April 27, 2011 at the headquarters of the Company with a quorum of 82.6% constituted by the total present 21,009,860,892.6 shares out of 25,437,078,200. CCI’s domestic and foreign shareholders attended the General Assembly in person or by proxy. The shareholders were informed through invitation letters, sent on April 7, 2011, about the day, hour, venue and agenda of the meeting.

The day, hour, venue and agenda of the meeting was announced on the Turkish Commercial Registry Journal no 7791, dated April 7, 2011, and Milliyet newspaper, dated April 11, 2011, as well as on CCI’s web site at www.cci.com.tr.

General Assembly Informative Document was prepared and published on company web site before the meeting and it was printed and delivered to the General Assembly participants.

No media representatives were present during the General Assembly meeting. Nonetheless, a Corporate Governance Rating Agency representative was present as a guest at the meeting. A presentation regarding the developments in 2010 was given to participants. In the General Assembly, shareholders used their rights to ask questions and those questions were answered.

The shareholders were informed about CCI’s TL 7,000,000 donation made to foundations that are exempted from tax.

Minutes of the General Assembly meeting and list of attendees are published both in English and in Turkish on company web site.

There is no time limit for the holders of registered shares to be recorded in the share ledger of the company in order to ensure attendance. Holders of the shares traded at the Istanbul Stock Exchange can also cast their votes by way of submitting a document showing the blockage of share certificates by Central Registry Agency Inc. of Turkey (MKK).

CCI’s Articles of Association does not include a provision to maintain that important decisions such as division of shares and the sale, purchase or lease of assets are adopted in general assembly.

5. Voting Rights and Minority Rights

The Company’s Articles of Association does not grant any privilege regarding voting rights. Each share is entitled to 1 (one) vote at ordinary or extraordinary General Meetings. Shareholders may be represented at General Meetings by proxies given either to other shareholders or to those who are not shareholders. Such proxy holders who are also shareholders shall have the right, apart from their own vote, to vote for each share which they represent. The form of the proxy shall be determined and announced by the Board of Directors in compliance with the CMB legislation.

There is currently no provision in the Articles of Association of the Company allowing the exercise of a cumulative voting system and minority shares are not represented in management.

There is no cross shareholding relationship with the majority shareholders of our Company.

6. Dividend Policy and Deadline for Dividend Distribution

As a general rule, except for investment periods requiring high cash outflows, distributing dividends of up to 50% of the distributable net profit to shareholders has been adopted as a principle. Maintenance of this policy is among the primary objectives of the Company except for special conditions which might be caused by extraordinary developments in general economic conditions as well as investment and other funding requirements necessary for the long-term growth of the Company.

According to the decision taken in the Ordinary General Assembly of CCI dated April 27, 2011, TL 70,000,000.00- cash dividend was paid from the 2010 distributable profit starting from May 26, 2011.

A gross dividend of TL 0.2751888 was paid per 100 shares, representing a TL 1 nominal value. Turkey based full and limited corporate tax payers, who receive dividends through an established business or a representative office in Turkey received a net amount of TL 0.2751888 per 100 shares, and other shareholders received a net amount of TL 0.2339105.

Profit distribution takes place in accordance with the Turkish Commercial Code and the Capital Markets Law, and within statutory time limits. Profit distribution in 2011 was conducted within the prescribed legal periods. Share groups do not have any privileges with respect to dividends.

7. Transfer of Shares

The provisions regarding transfer of A and B Group shares are contained in the Company’s Articles of Association. However the Articles of Association does not restrict the transfer of Class C Shares. The Articles of the Association is available in both Turkish and English on CCI’s web site at www.cci.com.tr.

8. Company Information Disclosure Policy

1. Purpose

Coca-Cola İçecek (CCI) Information Policy foresees to act, in the course of disclosure to all stakeholders, within the principles of timeliness, relevancy, accuracy and equality.

2. Investor Relations Department

Being a publicly-traded company whose shares are traded on Istanbul Stock Exchange (ISE), CCI established an Investor Relations Department consisting of an adequate number of employees in order to enable the use of shareholder rights.

Our Company is predicated on timeliness, relevancy, accuracy and equality in informing in the course of disclosure to all shareholders and other stakeholders. In this context, Investor Relations Department manages communications with shareholders and all other related parties, in order to ensure that relevant information is disseminated in a timely, accurate, understandable, analyzable, cost effective and in an easily accessible manner to avoid the asymmetric dissemination of information.

3. Public Disclosure

3.1 General Principles

Information about any event that may bring a substantial change in the financial status and /or operations of the Company in addition to other matters laid down by the CMB Regulations is immediately disclosed to the public. However, any disclosure made to the public cannot contain any sort of information that may potentially impede the competitive power thereby leading to detrimental consequences for the Company, shareholders and stakeholders and cannot be in the nature of trade secrets. CCI makes public disclosures in accordance with the regulations and directives of the CMB and the ISE.

In addition to this, all other information and meeting requests are evaluated according to CCI Information Policy and only already disclosed information is shared.

Written questions directed to Investor Relations Department, including already-public information, are answered in writing in 2 working days if information is available and in 5 working days if information needs to be derived from existing information. All department correspondence with analysts and investors are recorded.

Whenever it is necessary to reveal any information that has not already been made public, a working group comprised of Chief Executive Officer (CEO), Chief Financial Officer (CFO), Legal Director, Corporate Affairs Director and Investor Relations Manager, handles and processes the matter within the framework of the Company disclosure policy. Any new disclosure requires the approval of this working group.

Corporate Governance Committee submits its comments and suggestions regarding Company Information Policy and any modifications to the Board of Directors. Board of Directors discusses and approves the Information Policy and it is submitted to the information of the General Assembly and announced to the public. The conduct of this Information Policy is undertaken by the Investor Relations Department.

Legal or commercial relationships with other enterprises or individuals with whom there is a direct / indirect managerial, administrative, supervisory or ownership related relationship is disclosed in the financial tables and footnotes.

3.2 Methods of Public Disclosure

CCI reports its financial results on a quarterly basis. Conference call / webcasting is organized the day after the disclosure of financials so as to provide necessary time to participants to evaluate the results and prepare their questions. Periodically, management organizes analyst meetings to present results of operations and to respond to inquiries.

Together with quarterly financial reports, the Company prepares quarterly earnings releases to inform investors and analysts and to evaluate the results of the related quarter. Company spokesperson will endeavor to provide guidance on an annual basis and review it on a quarterly basis.

Top management and Investor Relations participate in selective domestic and international equity conferences and one-on-one meetings for the purpose of sharing information with investors and analysts. To avoid the dissemination of information asymmetrically, copies of all presentations used in these meetings are made available on the Company website.

In addition to the traditional information transmission channels, various other communication tools for public disclosure are also utilized. Within this framework, all special case announcements made to ISE are published both in Turkish and English on our website and send directly by e-mail to our distribution list.

CCI’s corporate website at www.cci.com.tr is maintained both in Turkish and English. Website updates are under the responsibility of Corporate Affairs Department together with Investor Relations Department. On the web site, all information required as per article no 1.11.5 in Section II of CMB’s Corporate Governance Principles is available under Corporate, Investor Relations, Human Resources, Public Relations and Corporate Social Responsibility sections.

The web site is open to everyone and there are no restrictions. The users of the web site are kept strictly confidential. All possible cautions are taken to prevent the security of the web site by Business System Group. CCI Privacy Policy is published on every page of CCI web site.

Annual reports are prepared in Turkish and English, published on our website, sent via e-mail to people included in our contact list. There is no limitation to be included in distribution list.

In addition to regulations in accordance with CMB’s Corporate Governance Principles, together with annual report, independent auditor’s report, Corporate Governance Compliance Report and CCI Information Policy, an informative document is prepared by Investor Relations Department for ordinary general assembly and presented at the general assembly.
Our company publishes the “Dividend Policy” and “Ethical Rules” on its website laid down by the CMB’s Corporate Governance Principles.
CCI maintains its communication with its stakeholders other than investors via other communication policies such as supplier policy, human resources policy and corporate social responsibility strategy. The application of these policies and strategies is in the responsibility of Supply Chain, Human Resources and Corporate Affairs departments, respectively.

CCI’s Corporate Social Responsibility Report is also published on Company’s website and updated periodically.

3.3 Informing via Press and Press Monitoring

Press releases and/or press conferences may also be utilized for disclosing the results of annual operations including the year-end operational results, performance of the Company and other developments within the related period as well as any development that may have a major impact on the financial status and/or operations of the Company. A copy of each published press release is also made available on the Company website. Requests for information transmitted via press are collected by the Company’s Corporate Affairs Department and assessed internally in line with CCI Disclosure and Communications Protocol and CCI Information Policy and replied accordingly.

All local and international news and rumours about the company published in all media outlets including TV, press, internet and radio are tracked via prominent media tracking companies and reported back to relevant company employees as well as senior management on a daily basis. In case of being faced with incorrect news, Corporate Affairs and Investor Relations departments evaluate the situation and following the information request by ISE or CMB or in necessary circumstances, without the information request by ISE or CMB, the necessary announcements are made in accordance with Company’s Information Policy.

4. People Who Have Administrative Responsibility and Spokesperson

People who have administrative responsibility are the members of Board of Directors, Auditors and CCI Senior Management including CEO, CFO, Chief Audit Officer, Region Presidents and Directors. These people are also included in “Insider Trading List”.

In all communication channels including the press and in all the meetings with shareholders, investors, research analysts and stakeholders, only the CEO, the CFO, Corporate Affairs or Investor Relations Manager or any other representative assigned by the CEO will act in the capacity of spokesperson for and on behalf of the Company.

5. Protecting the Confidentiality of Insider Information

People who are named in the “Insider Trading List” are informed via personal letters about their responsibilities resulting from being on the list. Insider Trading List is updated by Investor Relations Department and published in the company annual report as well as in the interim reports.

CCI takes all necessary cautions in accordance with CCI Charter of Authority and CCI Information Protection Policy to protect the confidentiality of insider information until it is disclosed.

In addition, the spokespeople of the company are obliged to implement the “quiet period” application starting from two weeks prior to disclosure of quarterly financial results to the date of disclosure of financial results. The starting and ending dates of the quiet period are published in the website under investor’s calendar section, when the date of the financial results announcement becomes definite. The dates of the financial results announcement and related quiet period is announced through investor’s calendar section at least four weeks prior to the financial results announcement.

During this period, authorized spokespeople of CCI do not provide comments regarding the financial status of the company, excluding already disclosed information. The questions of capital market attendees such as analysts and investors regarding the financial status of the Company are not answered. Nonetheless, quiet period does not restrict CCI’s authorized spokespeople to attend to conferences, panels, etc.

6. Enforcement

Following its approval by CCI Corporate Governance Committee’s meeting dated March 27, 2009, this Information Policy was negotiated and approved during the meeting of the Board of Directors of CCI dated March 30, 2009, and put into effect immediately.

9. Disclosure of Material Events

In addition to the earnings releases provided together with the financial statements at the end of every quarter, a total of 17 special case announcements were released within the year pursuant to CMB’s regulations.

CMB or Istanbul Stock Exchange did not request additional information about the special case announcements made during the period.

According to our special case announcement on March 4, 2011, Company’s Global Depositary Receipts was delisted from London Stock Exchange due to limited trading volumes in recent years.

10. Corporate Web Site and Content

CCI’s corporate web site is hosted at www.cci.com.tr. The web site is maintained in both Turkish and English and its content and form comply with the requirements set forth in the CMB Corporate Governance Principals. On the web site, all information required as per article no 1.11.5 in Section II of CMB’s Corporate Governance Principles is available.

During the period, our website was completely renewed with user-friendly and improved content

11. Disclosure of the Company’s Ultimate Controlling Individual Shareholder/Shareholders (Beneficial Ownership)

Ultimate controlling individual shareholders who have more than 1% shareholding in the Company:

12. Disclosure on Insiders

In accordance with the CMB’s Communiqué on Public Disclosure of Special Circumstances, a new insider list was created at CCI on May 1, 2009 and people are informed of their responsibilities with a written notice that they signed upon receipt.

“Insider Trading” topic has become part of our “CCI Code of Ethics” which is also published on our web site, in order to inform all CCI employees of this important subject and make it an element of CCI managerial discipline.

Meanwhile a “Black-out Period” has also been instituted through a Board of Directors resolution and enforced as of June 30, 2009 for the employees as well as members of the Board of Directors and the legal auditors in our Company who have access to insider information and are followed through lists generated as per Capital Markets Board regulation. Accordingly, employees as well as members of the Board of Directors and legal auditors who have access to insider information of CCI shall not be trading Company stocks for a period of 3 weeks before the disclosure of the interim results and 4 weeks before the disclosure of year end results.

The starting and ending dates of the “Quiet Period” application which is involved in CCI Disclosure Policy and the “Black-out Period” application which has now become a part of CCI Code of Ethics, is published in Calendar Section under Investor Relations section of our corporate web site on www.cci.com.tr.

Name of the people who are involved in CCI Insider List dated April 12, 2012 are as follows:

Insider Trading List is also published quarterly in interim reports.

13. Informing Stakeholders

One of the key policies of the Company is to create timely and applicable solutions to any employee and other stakeholders’ issues. CCI informs employees, suppliers, customers and other stakeholders on related matters using a variety of methods.

The Coca-Cola Hot Line is active (0800 261 19 20) for consumer inquiries. Consumers, customers and shareholders may also reach us through the communication forms on our web site at www.cci.com.tr.

Information exchange with distributors and other customers is ensured by periodic distributor meetings as well as site meetings held by personnel in charge in various locations. Furthermore, customers and suppliers are able to relay their views to Company’s management to orally or in writing.

Meetings are held with suppliers so as to improve the quality of the materials and services purchased as well as on other industrial developments and pilot activities that are conducted with respect to co-produced projects.

Through the wide data information network established with our customers, we can exchange information on a real-time basis. Through our e-sales system operating on the internet, our customers is immediately informed of modifications put into effect, training is provided where necessary and satisfaction surveys are conducted.

14. Participation of the Stakeholders in Management

Our stakeholders are defined as: Persons, groups or corporations that we affect through our operations or that affect us through their actions. Aside from the entirety of our stakeholders whose opinions and evaluations are valuable for us, our primary stakeholders and related platforms are defined as follows:

15. Human Resources Policy

CCI Human Resources policy aims to build a highly capable organization and be the employer of choice. Accordingly, CCI Human Resources Policy has been founded on the continuous development in the below main strategic priorities:

• Systematically build key organizational capabilities
• Develop and maintain a pipeline of diverse talent for leadership bench strength
• Foster highly engaged & high performance workforce
• Build an inclusive one Company culture

Starting from workforce planning, all human resources processes such as recruitment, performance management, talent management, training and development, compensation and benefit management are based on ensuring, encouraging and rewarding continuous development and superior performance.

Within this context, “employee development” is one of the most important individual goals both for all managers and all employees.

For the development and superior performance of our employees, we focus not only knowledge and skill development, but abut we also focus competency development.

As CCI, we aim to recruit achievement oriented, innovative, teamwork oriented, customer and quality focused people with problem solving skills, and to develop our employees in those aspects. We believe that, being perceived by our employees as an open, fair and sensitive company who protects the material and moral rights and listen to the employees’ views and proposals, is very important.

Accordingly, all human resources policies and procedures are published on a platform which is open to all employees, open positions are announced to employees, employee views and proposals are collected on a regular basis by internal customer satisfaction and employee engagement surveys, all employees can access online learning platform in their development areas, and the communication between employees and management team is supported by applications such as open door and human resources information meetings.

Employee representation is ensured at following committees as a member of the Committee:

• Occupational Health and Safety Committee: Works on issues of occupational health and safety, evaluates the risks of the business environment, follows implementation of CCI occupational health and safety policies and procedures, guides employees on this issue and performs other activities stipulated by the regulations in this regard. Works on issues of occupational health and safety. The employees are represented by either a Trade Union Representative (if facility is unionized), foreman representative or HR and Admin Responsible. Employee representatives participate in studies for health and security in the workplace, monitor the studies, request for measures and precautions, give suggestions and represent workers in similar matters particularly on health and security. Participation of employees in activities related to Occupational Safety and Health are encouraged at the highest level to create and maintain a "Safety Culture".
• Meal and Cafeteria Service Quality Improvement Committee: Established to get the employees’ opinions in order improve meal service and daily menu selection according to the dietary recommendation of company doctor. Employees are represented by either HR and Admin Responsible or Trade Union Representative if the facility is unionized.
• Annual Leave Committee: Established to plan the employees’ annual leaves in accordance with the Labor Law. Also the usage of the annual leaves as planned is followed and controlled by this committee. This committee consists of a president and two members. The president represents the employer and the members are elected by the employees. In unionized locations, Trade Union Representative is a member of the committee.
• Disciplinary Board: Disciplinary Committee established in accordance with the Collective Bargaining Agreement is available in workplaces, for unionized employees. This committee is formed of three employer representatives, one of whom acts as chairman and two trade union representatives. The committee meets to decide and to make the assessment of prohibited actions, determined under the Collective Bargaining Agreement.

  For all employees outside the scope of Collective Bargaining Agreement Central Disciplinary Committee is available, formed in accordance with the Disciplinary Procedure. HR Director is the Chairman of the committee, composed of 4 persons. This committee meets with the participation of the Director and 2 Function Directors to evaluate and decide on actions to be subject to disciplinary action under the Disciplinary Procedure. The taken decisions are approved by the Turkey Region President.

• Accident Evaluation Committee: Established to evaluate the responsibility of the employee who has been involved in a traffic accident while using a Company car in the accident. The Committee is formed by representatives from HR, immediate supervisor of the employee and Technical Services Supervisor. The Committee analyses the situation and decides to implement conditions that are stated in the Car Accidents Policy.

In addition to the above mentioned Committees, in each unionized facility, trade union representatives operate for the continuity of work performance under the provisions of the Bargaining Legislation and Collective Bargaining Agreement and undertake the following responsibilities:

• Protecting and improving the cooperation and occupational peace between the worker and the employer at the workplace;
• Taking the demands and complaints of workers, finding solutions for these demands and complaints in collaboration with the employer;
• Protecting the rights and the interests of the workers;
• Helping the execution of the working standards stated in the Collective Agreement;
• Fulfilling all other liabilities imposed by the relevant legislation.

There have not been any complaints from employees about discrimination

16. Information on Relations with the Customers and Suppliers

The satisfaction level of customers is measured throughout the region with Customer Satisfaction Surveys conducted biannually. Activities to improve quality of service are designed and implemented based on the results derived from these surveys.

With the Coca-Cola Hot Line, complaints from consumers or customers are replied to within set timeliness by designated personnel in charge at relevant units.

The performance of suppliers in terms of quality, service and delivery are monitored and benchmarked on a periodic basis.

17. Social Responsibility

The Company comprehensively discloses its social, environmental and economic impacts in its operating geography through Corporate Social Responsibility Reports prepared at international reporting standards. (CCI’s detailed CSR Reports are available at www.cci.com.tr)

The Company is involved in various social responsibility projects together with The Coca-Cola Company. The Coca-Cola System develops and supports projects that help the cultural and social development of the communities in which it operates with special emphasis on improving the quality of life of the people in their living environments.

As per the Company Articles of Association, we paid some part of our profit before taxes to Anadolu Education and Welfare Foundation. Anadolu Education and Welfare Foundation, an organization that invests in areas related to community health and education, was established 25 years ago and has completed more than 40 projects to date that include hospitals, health centers, schools, student dormitories and sports complexes.

There is no lawsuit against the Company regarding environmental damage.

18. Structure and Composition of the Board of Directors and Independent Members

The Company is managed and represented by a Board of Directors comprised of ten members elected by the General Assembly.

CCI has a Board of Directors consisting of 10 members, 6 of whom are nominated by Class A shareholders and 3 of whom are nominated by Class B Shareholders. The remaining Director is nominated by any one of the Company’s shareholders. CCI does not have directors who qualify as independent as defined in the CMB’s Corporate Governance Principles; however, Gerard A. Reidy nominated by The Coca-Cola Company does not have any current tie to such nominating shareholder and is considered to be independent according to the generally accepted standards.

Since January 1, 2012 Mr. Michael O'Neill continues as a member of the Board of Directors. Resignation of Mr. S. Metin Ecevit was accepted on January 1, 2012 and Mr. John M. Guarino’s resignation was accepted on January 2, 2012. Damian Gammell has been appointed to the position of Chief Executive Officer and Managing Director as In January 1 2012 and Kevin Andrew Warren has been appointed as a member of the Board of Directors as In January 2.

After these changes the Board of Directors of the Company is as follows:

The Board Members were elected to the Board of Directors for 1 years at the Ordinary General Assembly meeting which was held on April 27, 2011. At the same General Assembly meeting, it was resolved to authorize the Chairman and the members of Board of Directors to perform the operations and acts stated in Articles 334 and 335 of the Turkish Commercial Code.

CCI believes that the availability of independent board members as part of the Corporate Governance Principles will highly contribute to the development and strengthening of the Company’s operations as well as the development of a more professional management approach. To this end, professional and independent individuals in the capacity of consultants are also included in the Company’s Board of Directors.

The Company does not impose any restrictions concerning additional duties that its Board Members may assume outside the Company.

19. Qualifications of Board Members

Minimum qualifications sought in the election of new members of the Board of Directors of the Company conform with the qualities laid down in Section IV articles no 3.1.1, 3.1.2 and 3.1.5 as per CMB’s Corporate Governance Principles.

The minimum qualifications required for the election of board members of the company is not regulated in the Articles of Association.

Board Members are elected from among persons who possess basic knowledge regarding the legal framework governing the Company’s field of activity, who are experienced in the management of companies, who can interpret financial statements and reports and who preferably are university graduates. Orientation program for new Board Members are prepared by the Corporate Governance Committee.

Brief personal biographies of Board Members can be found on the web site and in related parts of the annual report.

20. Mission, Vision and Strategic Objectives of the Company

CCI’s vision, mission and values updated in accordance with the 10-year Strategic Planning in 2010 are as follows:

Our vision:
Be the outstanding beverage company leading the market, inspiring people, adding value through excellence

Our mission:
Build a sustainable and profitable business through refreshing consumers, partnering with customers, delivering superior value to shareholders and being trusted by communities

Values:
Passion:  We put our hearts and mind into what we do
Accountability: We act with high sense of responsibility and hold ourselves accountable
Integrity: We are open, honest, ethical and we trust and respect each other
Teamwork: We collaborate for our collective success

CCI’s strategy is to;

• Drive long-term, sustainable and profitable growth
• Enhance our competitive position through best practices implementation
• Leverage our key capabilities across all operations
• Expand into new territories

Within the scope of the annual Strategic Business Plans, targets and key performance indicators are established parallel to our Company’s vision and mission. These targets and key performance indicators are approved by the Board of Directors during the budget meetings held at the end of the previous year. The Board reviews operating results in comparison with previous year performances and targeted indicators in its ordinary meetings.

21. Internal Control and Risk Management Mechanism

In CCI, Management has the ownership of Risk Management and Internal Control System, where Internal Audit Department which directly reports to Board Audit Committee, provides assurance and consultancy services in these areas by professionals with an in-depth understanding and experience of the business processes and information systems.

Under the Enterprise Risk Management framework, CCI top management evaluates risks in terms of Company’s goals and the internal control system that is in place to manage those risks. Management shares action plans needed to further mitigate those risks with Internal Audit Executive to report Audit Committee.

Internal Audit Department, based on the results of the risk assessment, evaluate the Company’s risk management and internal control system on a regular basis and report to Audit Committee as well as Company management to ensure:

• Accuracy and reliability of financial and operational information
• Effectiveness and efficiency of operations
• Safeguarding of Company assets
• Compliance with laws, regulations, and contracts

In the framework of Capital Markets Board’s regulations, it is resolved that related party transactions are fair and reasonable.

22. Authority and Responsibilities of the Members of the Board of Directors and Executives

The authorities and responsibilities of the Board members are clearly defined in the Articles of Association.

23. Principle Activities of the Board of Directors

The procedures and frequency of Board meetings, meeting and resolution quorum, process of asserting objections and the validity of Board resolutions are explicitly laid down in the Articles of Association.

The agenda of Board meetings is comprised of agenda issues designated in the previous Board meeting for further negotiation in the next meeting along with the issues designated by the Company’s Senior Management. Any Board Member may also, by reporting to Senior Management, add other agenda items. Issues that are required to be discussed by the Board are compiled at the office of the CFO with the aim of developing the agenda of the next meeting. Dates of the Board meetings are fixed at the beginning of the year and the Board members are notified of the meeting dates accordingly.

The Board holds its ordinary meetings approximately 5 times a year and the Board members also may convene upon any extraordinary situation and negotiate and render resolutions on critical agenda issues. The Chairman, the Vice-Chairman and each Board member shall have the right to call the Board for a meeting by sending an invitation at least 15 (fifteen) days prior to such meeting to all other Board members and/or insert items he wants to be discussed on the agenda of such meetings. Invitations to such meetings should be sent by facsimile to be followed by a hard copy delivered by courier against written acknowledgement of receipt or by registered mail. The Board members may waive such invitation requirement in writing. Board meetings shall be held at the head offices of the Company or at any other place in or outside Turkey as the Board shall decide with an ordinary meeting and decision quorum. The Board of Directors may take decisions without holding a meeting pursuant to Article 330/2 of the Turkish Commercial Code. The meeting and decision quorum as provided in the Company’s Articles of Association shall apply to such decisions as well. Five Board Meetings were held in 2011.
Legal Director acts as Board of Directors Secretariat position. All questions that arise during the meetings and all issues negotiated are recorded into meeting minutes. On matters laid down as per provision of article 2.17.4 in section IV of the Corporate Governance Principles, actual participation is provided in Board meetings. Meeting proceedings in the nature of trade secrets are not disclosed to the public. However, all of the critical matters resolved are announced through a special case announcement.

Personal presence of Board Members at meetings is mandated. The opinions of those members who fail to attend the meeting but submit their opinions in writing shall be conveyed to the other members.

Board Members do not reserve the right to cast weighted votes and/or powers of veto. Each member, including the Chairman, possesses an equal vote.

CCI Board of Directors evaluates its own performance periodically. Accordingly, CCI Board of Directors conducts a Self-Assessment Survey annually in order to evaluate the individual performances of each Board member. The Self-Assessment Study is also used in determination of the competencies needed for CCI Board of Directors as well as in taking the necessary actions in this respect in accordance with the evolving and changing global business environment.

24. Prohibition of Transactions with and Competition against the Company

The members of the board have been authorized to enable them to take positions in other Group companies operating within similar or different business scopes and which have managerial or capital affiliation with our Company. Restrictions on transactions with and competition against the Company are duly applied within the operating period. CCI’s Board members are not individually engaged in any transactions with and competition against the Company.

25. Ethical Rules

CCI's most valuable wealth is the "Coca-Cola" brand and its employees creating it. This brand presents very important qualities such as its esteem with respect to honesty and reliance. This esteem comes from the shared values and especially from fastidiousness about continuing the Company’s activities in the best way possible.

The Code of Ethics, which is available on CCI’s web site, consists of two parts. The first part aims to explain the values that CCI strives to protect everywhere it is active and the Company’s responsibilities to the public and to its employees. The second part aims to explain employees' responsibilities to the firm. The Code of Ethics encompasses all directors and employees including our firm and branch structures. The Code is shared with each new employee during his/her orientation program and is an indispensable part of each employee’s contract. CCI reviews the content of Code of Ethics bi-annually and provides necessary trainings to its employees with proper documentation.

26. Number, Structure and Independence of the Committees established under the Board

There are two committees active under CCI’s Board of Directors.

Audit Committee
Upon resolution of the Board of Directors dated July 21, 2004, the Audit Committee is established. As per the resolution of the Board of Directors dated March 4, 2011, Board of Directors Member Mr. M. Hurşit Zorlu was elected as the Chairman and Dr. M. Cem Kozlu and Mr. Ahmet Boyacıoğlu as the members of the Audit Committee.

Corporate Governance Committee
CCI’s Board of Directors, at its meeting on July 31, 2008, resolved to establish a Corporate Governance Committee comprised of members of the Board of Directors. In acordance with the decision of the Board of Directors on March 4, 2011 Dr. Yılmaz Argüden is nominated as Chairman and Mr. Gerard A. Reidy and Mr. M. Hurşit Zorlu are nominated as members of the Corporate Governance Committee.

27. Financial Benefits granted to the Board of Directors

At the Ordinary General Assembly dated April 27, 2011 it is resolved that a net annual remuneration of US$57,000 in the aggregate to Gerard A. Reidy, for its duty as independent member, on a monthly basis, for the period 01.04.2010 - 31.03.2011.

There is not any other compensation or interest provided to the Board. The determination of financial rights and benefits to which Board Members are entitled is not based upon the performance of Board Members. All Board Members are covered by Directors & Officers Liability insurance.

CCI has neither given any loan nor credit to any Board Member, nor served any personal loan to any beneficiary through any third party and has not served any security or guarantee such as indemnity to the interest of any third party.