Corporate Governance

Board of Directors

	John F. Brock Chairman and Chief Executive Officer Coca-Cola Enterprises Inc. Director Since 2006 Mr. Brock has been Chairman of the company and of Legacy CCE since April 2008 and Chief Executive Officer since April 2006. He was president of Legacy CCE from April 2006 to April 2008. From February 2003 until December 2005, he was Chief Executive Officer of InBev, S.A., a global brewer, and from March 1999 until December 2002, he was Chief Operating Officer of Cadbury Schweppes plc, an international beverage and confectionery company. From April 2007 to December 2007, Mr. Brock served as a director of Dow Jones & Company, Inc., a publisher and provider of global business and financial news. From 2004 to 2006, he served as a director of the Campbell Soup Company, a global manufacturer and marketer of branded convenience food products. From 2005 to 2006, he served as a director of Interbrew/Inbrew, a beer brewing company. He also served as a director of Reed Elsevier, a publisher, from 1999 to 2005. Through Mr. Brock’s international beverage industry experience and his service as the company’s chairman and CEO, he has developed the leadership and consensus-building skills; knowledge of our industry, customers, and competition; knowledge of the Coca-Cola bottling system; and the relationships necessary to lead our company. Mr. Brock’s experience with international beverage businesses, particularly in Western Europe, provides him with a uniquely informed perspective on the international beverage industry. In addition, his highly effective management of the company’s 2010 transaction with The Coca-Cola Company demonstrates his deep base of knowledge and leadership skill. Age 62 Director since 2006.

	Jan Bennink Non-Executive Chairman, D.E. Master Blenders 1753 Director Since 2010 From 2002 until 2007, Mr. Bennink served as chief executive officer of Royal Numico, a baby food and clinical nutrition company. During the period 1997- 2002, Mr. Bennink served as President of the Dairy Division and member of the Executive Committee of Danone Group, a global producer of cultured dairy and bottled water products. Mr. Bennink has also held a variety of leadership roles with Joh. A. Benckiser, a manufacturer of cleaning supplies and cosmetics, and Procter and Gamble, an international consumer products company. He is a native of The Netherlands. Mr. Bennink previously served on the boards of directors of ABN ARMO Bank, a financial services company, Boots Company Plc, a retail sales company, Dalli-Werke GmbH & Co KG, a manufacturer of laundry detergent products, and Kraft Foods Inc, an international food and beverage company. An international business leader, Mr. Bennink has extensive experience in the food and beverage industry and has served in leadership roles in manufacturing and distribution businesses that are directly comparable to our business. He has significant business experience in Western Europe, where our business operations are located. His understanding of markets there, particularly in the Benelux, where we have significant operations, provides a helpful base of knowledge for our board as a whole. Age 54. Director since 2010

	Calvin Darden Former Senior Vice President, U.S. Operations United Parcel Service, Inc. (UPS) Director Since 2004 Mr. Darden was Senior Vice President of U.S. Operations of United Parcel Service, Inc. (“UPS”), an express carrier and package delivery company, from January 2000 until his retirement in 2005. This experience is valued by the company’s board, and translates directly to his board service, because a significant portion of our operations are comprised of product storage and distribution activities. Mr. Darden is also a director of Target Corporation, a variety retailer, and Cardinal Health, Inc., a provider of products and services supporting the health care industry. As chair of our Corporate Responsibility and Sustainability Committee, Mr. Darden has developed valuable expertise in leading an evolving area of corporate governance that is a key element of the company’s operating framework. Age 61. Director since 2004.

	L. Phillip Humann Former Chairman of the Board SunTrust Banks, Inc. Director Since 1992 Mr. Humann was Chairman of the Board of SunTrust Banks, Inc., a bank holding company, from March 1998 to April 2008, also serving as Chief Executive Officer from March 1998 until December 2006 and President from March 1992 until December 2004. Mr. Humann’s experience as chairman and CEO of a large financial institution provides him not only with expertise regarding banking and finance – areas that assist in understanding the intricacies of our company’s finances – but also with leadership and consensus-building skills that are valuable in his role as our board’s presiding director. Mr. Humann is also a director of Equifax Inc., a credit information provider, and Haverty Furniture Companies, Inc., a furniture retailer. These directorships provide Mr. Humann with an understanding of the consumer goods and services industries, which have application to the industries and markets in which we compete. Age 65. Director since 1992.

	Orrin H. Ingram II President and Chief Executive Officer Ingram Industries Inc. Director Since 2008 Mr. Ingram has been President and Chief Executive Officer of Ingram Industries Inc., a diversified products and services company, since 1999. Before that, he held various positions with Ingram Materials Company and Ingram Barge Company, and was co-president of Ingram Industries from January 1996 to June 1999. He is a director of Ingram Micro Inc., a global information technology distributor. Mr. Ingram’s experience as an executive at companies in the wholesale, distribution, consumer goods, and transportation services industries provide him with a broad perspective on our company’s operations, which include aspects of each of these segments. Also, his experience as a director of a public company that is a global distributor has direct application to our business. Age 50. Director since 2008.

	Thomas H. Johnson Chief Executive Officer, Taffrail Group, LLC; former Chairman and Chief Executive Officer Chesapeake Corporation Taffrail Group, LLC Director Since 2007 Mr. Johnson has been Managing Partner of THJ Investments, L.P., a private investment firm, from November 2005 to the present. Since 2008, he has also served as Chief Executive Officer of the Taffrail Group, LLP, a private strategic advisory firm. Mr. Johnson served as Chairman and Chief Executive Officer of Chesapeake Corporation, a specialty packaging manufacturer, from August 1997 to November 2005. Through these executive management experiences, Mr. Johnson brings investment, manufacturing, and distribution expertise to bear on his service as a member of the company’s board, and also has extensive international management experience in Europe. His manufacturing and distribution experience is valuable to the board because it closely aligns with our operations, and his investment experience facilitates an in-depth understanding of the company’s finances. Mr. Johnson is also a director of GenOn Corporation, a producer of electricity, ModusLink Global Solutions, Inc., a supply chain business process management company, and Universal Corporation, a leaf tobacco merchant and processor. He was previously a director of Mirant Corporation, a producer of electricity, and Superior Essex Inc., a wire and cable manufacturer. Age 61. Director since 2007.

	Suzanne B. Labarge Former Vice Chairman and Chief Risk Officer RBC Financial Group Director Since 2007 Ms. Labarge was Vice Chairman and Chief Risk Officer of RBC Financial Group, an international financial services company, from 1999 until her retirement in 2004. She is a member of the Supervisory Board of Deutsche Bank AG, a global investment bank, and from January 2005 to May 2007, she was a director of Novelis, Inc., a Canadian producer of aluminum products, and was the chair of its audit committee. Ms. Labarge has also served on the Board of Governors of McMaster University since 1999. She is a native of Canada. Through her experience as an officer and director, Ms. Labarge brings international business expertise and finance and investment skills to her board service with the company. She also has a deep understanding of compliance best practices. Ms. Labarge’s expertise, experience, and skills also qualify her to serve as an audit committee financial expert. Because our business takes place in international markets, Ms. Labarge’s experience and understanding in the areas of international finance and investments are particularly valued by the board. Age 64. Director since 2007.

	Véronique Morali Chairman of Fimalac Developpement and Vice-Chairman, Fitch Group, Inc. Director Since 2010 Ms. Morali is the chairman of Fimalac Développement (“Fimalac”), the parent company of the international financial services organization, Fitch Group, a financial services holding company. In addition, Ms. Morali holds the following titles at organizations within the Fitch Group: board member and vice-chairman, Fitch Group, Inc. (USA); and board member, Fimalac (SA) and Fitch, Inc. (USA). She was a director and chief operating officer of Fimalac from 1990 to 2008. Ms. Morali also serves as founder and CEO of Terrafemina.com, a website designed for women between the ages of 35 and 50, and she served four years in the French Civil Service as Inspector General at the Ministry of Finance. She is a native of France. Because our business is based in Western Europe, Ms. Morali’s European business and government experience is a very important asset to the board. In particular, Ms. Morali’s business experience specific to France, where we have significant operations, provides the board a uniquely informed European and French perspective. Ms. Morali served as a non-executive director at Tesco, one of the world’s leading retailers, from 2000 to 2005 and also served as a board member for Havas, an international advertising group. She currently serves as a board member for Publicis Groupe, a French advertising and communications company, and LCF Rothschild Group, a private bank and financial institution. These current and prior board experiences provide Ms. Morali with a strong basis for understanding our business and governance processes. Age 52. Director since 2010.

	Andrea L. Saia Former Global Head of Vision Care, Alcon Division, Novartis AG Director Since 2012 Ms. Andrea Saia, Former Global Head of Vision Care, Alcon Division, Novartis AG Ms. Saia, 54, currently serves as the global head of vision care in the Alcon division of Novartis AG. Prior to this role, she served as president and chief executive officer of Ciba Vision Corporation, a subsidiary of Novartis, from 2008 to 2011. During that time, she achieved a successful business turn around, rebuilding and strengthening the company’s operating and commercial functions. From 2005 to 2007, she served as president of the company’s Europe, Middle East, and Africa operations, the company’s largest regional business unit. She initially joined Ciba Vision in 2002 as Global Head of Marketing and was promoted to President of the Global Lens Business the following year. Ms. Saia has also held marketing and management positions with global consumer products companies such as Revlon and Procter & Gamble.

	Garry Watts Former Chief Executive Officer SSL International Director Since 2010 Mr. Watts was Chief Executive Officer of SSL International, a British manufacturer and distributor of healthcare products, from 2003 to November 2010. Before that, he was Chief Financial Officer of SSL International from 2001 to 2006. He is a native of Great Britain. Mr. Watts is a United Kingdom chartered accountant and served as Chief Financial Officer of Medeva plc, an international prescription pharmaceutical company, from 1996 to 2000. Prior to that he was an audit partner with KPMG LLP, an international audit, tax and advisory firm, in London. Since 2005, Mr. Watts has been a director of Stagecoach Group plc, a transportation company based in Great Britain, and is chair of its audit committee. Until 2008, he was a director at Protherics plc, a biopharmaceutical company. Mr. Watts has had an extensive career in a variety of businesses with direct correlation to the company’s own consumer product manufacturing and distribution operations. His deep business experience in Western Europe, particularly in Great Britain where we have significant operations, is highly valued. His expertise, experience, and skills also permit him to provide unique insight into financial issues the company faces and qualify him to serve as an audit committee financial expert. Age 54. Director since 2010.

	Curtis R. Welling President and Chief Executive Officer AmeriCares Foundation Inc. Director Since 2007 Mr. Welling has been President and Chief Executive Officer of AmeriCares Foundation, a nonprofit worldwide humanitarian aid and disaster relief organization, since 2002. Before that, he served as Chief Executive Officer of Princeton eCom Corp, an electronic bill presentment and payment company, and SG Cowen Securities Corporation, a securities brokerage firm, and held several executive and management positions with Bear, Stearns, and Co. and the First Boston Corporation (now Credit Suisse), both of which are financial advisory and services companies. Mr. Welling brings finance and business leadership skills from his career in the nonprofit sector and the financial services and securities industries. His finance and transaction expertise is valuable for evaluating the company’s business performance and plans. His tenure with an international aid organization provides a wellrounded perspective regarding the impact of the company’s business on the global community. In addition, as chair of our Franchise Relationship Committee, Mr. Welling has developed valuable expertise in leading a specialized committee that is essential to the ongoing relationship between the company and The Coca-Cola Company and to consideration of strategic opportunities. Age 61. Director since 2007.

	Phoebe A. Wood Principal, CompaniesWood; former vice chairman, Brown-Forman Director Since 2010 Since 2008, Ms. Wood has been a principal at CompaniesWood, a consulting firm specializing in early stage investments. She was Executive Vice President and Chief Financial Officer of Brown- Forman, a manufacturer and marketer of alcoholic beverages, from 2001 to 2006 and Vice Chairman from 2006 to 2008. Ms. Wood currently serves on the boards of directors and audit committees of Leggett & Platt, Inc., a diversified manufacturer, and Invesco Ltd., a global investment management company, and was a director of OshKosh B’Gosh Inc., a manufacturer of children’s clothing, from 2002 to 2005. Ms. Wood’s experience as CFO of an international beverage company provides us with financial expertise in the beverage industry, and her experience as principal of an investment consulting firm provides us with investment experience. This experience, together with her directorships at consumer goods and investment management companies, provides her a deeply informed perspective on our company, its finances, its global markets and the beverage industry. Ms. Wood’s expertise, experience, and skills also qualify her to serve as an audit committee financial expert. Age 57. Director since 2010.