UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 6-K
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REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15b-16 OF
THE SECURITIES EXCHANGE ACT OF 1934
July 10, 2006
Date of Report (Date of Earliest Event Reported)
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Embotelladora Andina S.A.
(Exact name of registrant as specified in its charter)
Andina Bottling Company, Inc.
(Translation of Registrant's name into English)
Avenida Andres Bello 2687
Piso 20, Las Condes
Santiago, Chile
(Address of principal executive office)
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Indicate by check mark whether the registrant files or will file annual reports
under cover Form 20-F or Form 40-F.
Form 20-F X Form 40-F
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Indicate by check mark if the Registrant is submitting this Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1):
Yes No X
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Indicate by check mark if the Registrant is submitting this Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7):
Yes No X
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form 6-K is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934
Yes No X
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EMBOTELLADORA ANDINA S.A.
CODE OF BUSINESS CONDUCT
ORIGINALLY APPROVED ON NOVEMBER 26, 1996 AND SUBSEQUENTLY
MODIFIED ON JUNE 29, 2004, JANUARY 25, 2005 AND MAY 30, 2006
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SECTION I
GLOSSARY
The terms included in italics or capitals will have the following meanings as
they are used in this Code of Business Conduct.
Embotelladora Andina S.A. or Company means Embotelladora Andina S.A. and its
divisions and subsidiaries. A subsidiary of Embotelladora Andina S.A. is a
stock company of which more than 50% of the voting shares are owned directly
or indirectly by Embotelladora Andina S.A., or any other type of company of
which more than 50% of the equity interest is owned directly or indirectly by
the Company. The term Company does not include any commercial entity in which
the Company (and its divisions and subsidiaries) owns 50% or less of the
equity interest.
Code means Embotelladora Andina S.A.'s Code of Business Conduct
Political Contribution means any expenses and direct or indirect contributions
either in cash, goods or services on behalf of the Company for political
parties, their affiliated organizations, members or candidates for the
appointment or election to public office, as well as help and indirect
support, such as, for example, the supply of merchandise, transportation or
equipment or purchase of tickets or subscriptions to political events for the
purpose of collecting funds.
Director(s): means a member(s) who is(are) part of the Board of Directors of
the Company from time to time.
Employee means all officers, employees and workers of Embotelladora Andina
S.A.
Public Official includes persons who act officially for, or in representation
of, the executive, legislative or judicial branches of the Republic of Chile
or of any other foreign state, whether federal or unitary, central or local,
or any department, agency or services of the same.
General Manager means the executive appointed by the Board of Directors of
Embotelladora Andina S.A. to that position or any other person specifically
appointed in writing by such Manager of Embotelladora Andina S.A. to assist
him/her in the administration of the Code.
Legal Manager means the Corporate Legal Manager of Embotelladora Andina S.A.
or any other member of the internal legal office of the Company specifically
substituting the same.
Principal Manager means the Principal Executive Officer of the area and of the
subsidiaries of the Company. In absence of a specific area, the Principal
Manager refers to the General Manager of the respective subsidiary.
Direct or Indirect Financial or Commercial Interest includes but is not
limited to any commercial or personal interest (including an interest as an
owner, partner, stockholder or creditor of a debt of more than US$25,000) of
any employee or member of the direct family of that employee, or any job or
consulting arrangement with any employee or member of the direct family of
that employee.
The Accounting Records are those accounting records required by Chilean law
and regulations and by the generally accepted accounting principles in Chile
or in the country in question as well as the documentation that backs the
facts recorded in the mentioned books or records. Such supporting
documentation includes purchase orders, suppliers' invoices, cargo reports,
shipping orders, bills of lading, clients' invoices, cost accounting records,
petty cash vouchers and
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employee expenses reports. This list is not restrictive, therefore, every
accounting book, record or voucher is hereby deemed to be included.
Luxurious in relation to any gift or entertainment, means something excessive
or extraordinary, taking into consideration all the circumstances that
surround that gift or entertainment. An Employee of the Company who gives or
receives a gift or entertainment on behalf of the Company must consider the
gift or entertainment luxurious if it exceeds what is common or customary,
taking into consideration all the facts and circumstances that surround it.
One criterion to determine if it is "luxurious" is to determine whether the
cost of the gift or entertainment is more than what the employee of the
Company would normally spend on himself or his/her family or friends. Any gift
that makes the beneficiary feel obliged to initiate or continue a commercial
relationship, or to repay the person who gave the gift with future business or
favorable treatment, must be considered luxurious and, therefore,
unacceptable.
Reasonable detail means a level of detail and a degree of reliability that
would satisfy cautious people in the management of their own affairs.
Know or knowledge means, in relation to a violation of the Code, the real
knowledge of such violation or the possession of information that leads one to
believe that there is a high probability that such violation has occurred or
that it will occur.
Designated People considers all individuals opportunely appointed by the
Company's Directors' Committee as Code of Business Conduct Managers(1).
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(1) The definition of Designated People was incorporated in Board
Session Number 970, on January 25, 2005.
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SECTION II
COMPLETE AND EXACT ACCOUNTING RECORDS AND REPORTS
1. Principles
All Employees who participate in financial transactions are responsible
for keeping exact accounting records and reports.
All transactions must be backed by their corresponding documentation and
must be registered in the correct account and in the respective
accounting period.
The accounting records of the Company are used in the preparation of
reports to the Company's General Manager, shareholders, creditors,
government agencies and others.
The accounting records of the company and the reports prepared based on
them will be kept according to the laws of the corresponding jurisdiction
and must reflect exactly and in reasonable detail the assets and
liabilities of the Company as well as its expenses and revenues.
2. Responsibility
The responsibility for compliance with this chapter does not fall only on
the accounting Employees of the Company. All employees of the Company who
participate in the approval of transactions, preparation of supporting
documentation and determination of the accounting classification of the
transaction are responsible for complying with the applicable provisions
of this chapter.
No false or intentionally misleading entry will be made in any of the
accounting records of the Company.
The intentionally false classification of the transactions among
accounts, among departments or between accounting periods constitutes a
violation of this Code.
All transactions will be backed by exact documentation that contains
reasonable detail, will be registered in the correct account and in the
corresponding accounting period.
Chilean Generally Accepted Accounting Principles should always be
complied with, as should the internal accounting control systems of the
Company.
The general manager, managers, officers, and Employees of the Company
will be responsible for the completeness, punctuality, comprehensiveness
and reliability of the information contained in the reports and documents
that the Company registers with the Superintendence of Securities and
Insurance or the U.S. Securities and Exchange Commission.(2)
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(2) The last part of paragraph number 2 was modified by Board session
Number 963 on June 29, 2004.
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3. Reports to Management
The same rules to be followed strictly in the accounting reports of the
Company for the stockholders, creditors, government agencies and third
parties will be applicable to the financial reports given to management
or to the Board. The deliberate use of false data in such reports
constitutes a violation of this Code.
4. Estimates
Because estimates are necessary in the preparation of financial
statements and reports to management, the Board or to the General Manager
(for example, business plans or annual budgets, monthly estimates,
investments budgets or requests for investments approvals), such
estimates, must be backed by adequate documentation and be based on
proper bona fide estimates. An intentional overestimate or underestimate
in the elaboration of the financial reports for management, the Board or
to the General Manager, constitutes a violation of this Code.
5. Payments
All payments and the disposition of assets made by or on behalf of the
Company must be described exactly, truthfully and in reasonable detail in
the accounting records of the Company and must be made only for the
purpose described in the corresponding supporting documents and records.
No payment or any other disposition of assets will be made by or on
behalf of the Company without the corresponding supporting documentation.
No Company fund or assets will be either established or maintained for
any purpose if it has not been properly recorded.
6. Questions
Complete and exact information will be provided as a response to
inquiries made by the Company's internal and independent auditors and by
Company lawyers.
No employee will enter into any arrangement that will result in a
violation of this chapter.
7. Sales
The sale of goods and services of the Company will be recorded in the
corresponding accounting period and documented to the buyer through a
written bill that describes in reasonable detail the goods and services
in question and the amount owed to the Company.
No client will receive a bill in an amount higher than the actual sales
price of the goods and services, nor will be refunded any portion of the
sales price, except according to the procedures and programs approved by
the Company and applicable law.
8. Purchases
All payments made by the Company for goods and services (including
advertising, marketing and promotional participation) will be backed by
current documentation that reflects the real purpose of the payment.
All payments of commissions and/or fees to lawyers, consultants,
advisors, agents, vendors or representatives will be made through check
or money order or some other form of documentary payment payable to the
person who is entitled to it or to his/her order.
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No payments to the corresponding accounts or beneficiaries will be made,
except in the country in which the beneficiary:
- Resides;
- Maintains his/her main headquarters;
- Maintains the branch or subsidiary which sold the goods or
performed services, or
- Has sold the goods or performed the services for which the
payment is owed.
Exceptions to this rule require written approval from the General Manager
or his/her substitute.
9. Provisions
The provisions set up in the accounting records of the Company (for
example, allowance for uncollectible accounts, prepaid and accrued
expenses, including advertising and marketing) will be backed by
appropriate documentation and will be based on good faith estimates , in
accordance with Company accounting policies and Generally Accepted
Accounting Principles in Chile or in the place in question.
Excess or intentional error in the accounting provisions constitutes a
violation of this Code.
10. Cash Deposits and Accounts
All bank and other accounts which the Company opens and maintains will be
recorded and identified in a clear and exact manner in the accounting
records of the Company and will be in the name of the Company to which
the funds belong.
All cash received will be immediately accounted for in the Company's
accounting records and will be deposited in a bank account or other
financial institution approved by the Treasurer.
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SECTION III
CONFLICTS OF INTEREST AND FRAUD
1. Principles
An Employee's or Director's commercial activities outside of the Company
should not be, or appear to be, in conflict with his or her activities
for and obligations to the Company.
The participation in businesses outside the Company and the ownership of
client, supplier or competitive businesses is regulated by strict norms.
The use of resources and information of the Company for personal benefit
is not permitted.
Embotelladora Andina S.A. recognizes and respects the right of the
employees of the Company to participate in external activities of a
financial or commercial nature or some other form of business, as long as
such activities are legal and do not go against, interfere with, or
conflict with the proper performance of their duties toward the Company
and do not imply harm to or improper use of the name of the Company, its
licensed trade marks, products, goods, reputation, influence, facilities,
relations, classified information or any other resources.
In all their commercial relations with persons or organizations outside
the Company and in all their personal commercial activities, the
Employees and Directors of the Company are requested to:
- Avoid transactions, situations or personal participation in
which their personal interests effectively conflict, or appear
to conflict, with the Company's interests;
- Act according to applicable law, and to Company norms and policies,
including those of this Code;
- Protect their own reputation and the properties, rights,
interests, responsibilities, classified information and
reputation of the Company.
Although it is impossible to anticipate all the situations that may imply
a potential conflict of interest involving an Employee or Director, the
following general rules refer to certain matters of particular interest
to the Company.
In any doubtful situation involving the Employee, written approval will
be obtained from the Principal Manager under whom the Employee is acting.
With regard to those matters not specifically covered herein, the
Employee should be guided in general by the policies stated in this Code
and by his/her own conscience and common sense.
2. Transactions
If an employee has a direct or indirect financial or commercial interest
in any transaction between the Company and any third party, such
transaction will be previously approved by the Principal Manager of the
Company for the area participating in the transaction. If the same
situation occurs with a Director, the transaction must be approved by the
Board of Embotelladora Andina S.A. The terms of the transaction must be
no less favorable to the Company than those that could be obtained from
other clients and suppliers.
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3. Financial or Commercial Interests
No Employee will have a direct or indirect Financial or Commercial
interest in the businesses of any supplier, competitor or client, and
will not accept personally or through a direct relative(3) any salary,
fee, commission or any other form of compensation or valuable object
(except for presents that are not luxurious and are insignificant in
value) from any supplier, competitor or client of the Company, unless the
Employee receives previous written approval from the Principal Manager
responsible for the corresponding area of the Company.
This rule does not preclude the ownership of a stock interest of less
than one percent in a company or business organization whose stocks or
interests are widely held and are actively traded, by Employees who:
- Are not senior officers of the Company, or
- With regard to any supplier or client of the Company, do not
have any discretionary power to decide on the business of the
Company with that supplier or client.
For purposes of this paragraph, the term "senior officers" will
include officers appointed by the Board of Directors, such as Company
Managers, Deputy Managers or Department Heads as well as those
appointed through other procedures (including executive officers of
its divisions and subsidiaries).
4. Assets, Resources, Information and Loans
Except as allowed by this Code, no Employee will use the assets or
resources of the Company, or any other classified or internal information
related to the Company, for the personal or financial profit of the
Employee or any other person or entity other than the Company.
Improper or unauthorized use or theft of Company goods by any Employee
constitutes a violation of this Code.
Nothing in this chapter prevents the participation of the employees in
charitable or humanitarian actions sponsored or approved by the Company.
a) Company Assets(4)
Company assets are meant for Company use for the exclusive benefit of
the Company and not for personal use of any Employee. It is necessary
to keep in mind that Company assets include time at work and work
product, as well as Company equipment and vehicles, computers and
software, company information, and trademarks.
No Employee shall take advantage of opportunities for obtaining
financial enrichment from knowledge of facts due to his/her position
in the Company, or through Company goods or information.
All Employees, without exception, have the duty to protect Company
assets from being lost, damaged, misused, stolen or sabotaged. All
employees, without exception, should ensure an efficient use of
Company assets, which should only be utilized for commercial
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(3) Modified by Board session Number 989 held May 30, 2006.
(4) Items a), b) and c) were modified by Board session Number 963 on
June 29, 2004.
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purposes in accordance with the Company's line of business and for
the Company's exclusive benefit.
Only the Company's Board of Directors can approve, in accordance with
applicable Rules, any use of Company assets or services that are not
for the exclusive benefit of the Company.
b) Privileged Information
Every employee without distinction is obliged to protect confidential
information of the Company. This information should not be reported
to any third party stranger to the Company, unless it is necessary
and if it is part of the inherent responsibilities in the performance
of the employee's work.
Confidential information refers to any information that has not been
reported or that is not available to the general public, or that
gives our business an advantage over our competitors, or that leaves
the Company exposed to damage or liability should it be prematurely
or inadequately reported.
This kind of information includes financial or technical information,
acquisition plans, new products, inventions, marketing campaigns,
employee personal information, important agreements, expansion plans,
financing operations, important changes in management and other
corporate events.
c) Restrictions Regarding Loans
It is forbidden for the Company to carry out loans to Directors and
principal executive officers. Company loans to other officers and
lower-ranked employees may be realized exceptionally as long as there
is prior written approval from the General Manager responsible for
the respective operation.
Under no circumstance shall "prepayment" of salaries or services
righteously accrued in favor of the Employee, of whatever nature, be
considered as loans.
If the General Manager is not certain whether a loan on behalf of
the Company is allowed, he must request an opinion regarding the
allowance of the issue from the Corporate Legal Officer.
5. Positions outside the Company
No employee will accept a senior position or a position as a director or
consultant in an external business activity without prior written approval
from the Principal Manager of the area of the Company to which the employee
has been assigned, except for non profit, academic, charitable organizations
or family businesses that are in no way related to the Direct or Indirect
Financial or Commercial Interest of the Company.
Upon approval, the matter will be subject to an annual review by the Principal
Manager in order to decide whether that approval should continue in force. The
employee must provide all the required information to facilitate the decision
- -making.
If at any time a change occurs that may adversely affect the Company, the
employee will communicate it to the corresponding Principal Manager
immediately.
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6. Fraud(5)
Is a broad concept, which generally refers to any intentional act
committed to try to obtain an unfair, improper, or illegal gain, causing
damage to a third party.
For purposes of this Code, Fraud means, Deceit or Breach of Trust in
order to obtain unfair, improper, or illegal gain, and/or damaging the
Company's equity interest, its shareholders or third parties. Fraud is
also constituted by violation of any of the obligations contained in this
Code, even though said violation does not generate gain or produce
effective damage.
"Deceit" means the use of any scam, action or maneuver for the purpose of
inducing a determined person to error in order to obtain an unfair,
improper or illegal again and/or cause damage.
"Breach of Trust" occurs when an Employee has violated his or her duty of
fidelity, by deceiving or misusing power, faculties or duties appointed
to him or her by the Company or by committing an abuse of said power,
faculty or duty.
Special attention must be devoted to Financial Fraud that, among others,
is classified as follows:
- Fraudulent financial reporting: involves managing earnings,
originated by an inappropriate recognition of income and
overestimating assets or underestimating liabilities.
- Misuse of assets: involves internal and external conspiracies, such
as payroll fraud and robbery; misuse of privileged information;
misuse of Company goods and assets.
- Liabilities and expenses for inappropriate purposes: among others
it refers to commercial and public bribery or other conspiracies for
improper payments/disbursements.
- Fraudulent obtainment of assets and income, and costs and expense
evasion on behalf of the Company: when the Company inappropriately
evades costs or expenses.
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(5) Paragraph 6 of Chapter three was modified by Board session Number 970 on
January 25, 2005.
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SECTION IV
DEALINGS WITH PUBLIC OFFICIALS
CLIENTS AND SUPPLIERS OF THE COMPANY
1. Principles
Bribery is not allowed under any circumstances.
Gifts, special treatment and luxurious tokens are prohibited.
There are strict guidelines that must be followed in the engagement
of government employees and officials.
2. Prohibited Activities
Except as allowed by this Code, no Company funds, assets or valuable
objects will be promised, offered, paid, loaned, given or in any
other way transferred directly or indirectly (for example, through a
third party) to any government or public official.
3. Basic Guidelines
Under no circumstance will any payment or gift be given directly or
indirectly to any public official or to any organization in which it
is known that a Public Official has an important direct or indirect
financial or commercial interest, if such a gift or payment is:
- Illegal, or is going to be used for an illegal purpose under
the respective country laws or the laws of any other state or
political subdivision of the state that has jurisdiction over
the transaction; or
- For the purpose of influencing any act or decision of that
Public Official in the fulfillment of his/her duties, or of
inducing that person to perform or omit the performance of any
act that violates the legal duty of that Public Official.
No gift or luxurious treatment will be offered, or given to, or
received from any Public Official or from any officer, director or
employee of any current or potential client or supplier of the
Company.
Under no circumstances will stock in the Company, stock in any other
company, or any other securities be given to any Public Official or
employee of any current or potential client or supplier of the
Company for any reason, except with the approval of the Company's
Board of Directors.
4. Receiving Approval
No gifts in money or in goods, or special treatment or tokens about
which the Employee has doubts will be accepted or given on behalf of
the Company without obtaining prior written approval from the
Principal Manager of the corresponding area of the Company. If a
Principal Manager is not sure if a gift, special treatment or present
of any valuable object on behalf of the Company is permitted, he/she
must ask for an opinion from the Legal Manager about the
permissibility of the matter.
Any present in the form of products, such as soft drinks bottled by
the Company, must be approved by the Principal Manager of the
commercial area of Embotelladora Andina or
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the respective subsidiary, who can delegate this approval to the
Principal Manager of the sales area, if applicable.
5. Permitted Activities
a) Gifts and Entertainment
Special treatment, tokens or other courtesies that are not
luxurious may be offered to Public Officials and/or employees of
current or potential clients and suppliers of the Company, but only
if these are appropriate and reasonable according to the applicable
laws and customs and only for a legitimate commercial purpose.
b) Permitted expenses on gifts and entertainment
The expenses incurred by the Company or an employee related
to a valuable gift in money or in goods, special treatment, or tokens
by the Company will be detailed as such in an exact and specific
manner in the record of expenses of the Company and in the expense
account of the employee, if applicable, as well as in the accounting
entries of the Company.
c) Payments to suppliers and clients
Payments in money or goods, or donations of any valuable
object made by the Company to clients and suppliers of the Company
for promotional activities for legitimate commercial purposes are not
prohibited if:
- Their purpose is to promote the sale of the
Company's products or to enhance in general terms
the commercial relations between the Company and its
suppliers or clients, and
- They are legal and acceptable according to local
norms and customs.
6. Payments to accelerate administrative transactions to obtain
"Routine Government Actions"
Embotelladora Andina S.A. is associated with The Coca-Cola Company,
and therefore, also adheres to their policies that do not permit,
under any circumstance, payment of bribes to government employees or
officials. On an exceptional basis and following the same policy in
countries where payments to government officials and employees are
acceptable under local law and constitute a common business practice,
this Code does not prohibit giving small amounts of money or objects
of lesser value to obtain the performance of certain "routine
government actions" by foreign government officials or employees.
"Routine government action(s)" means exclusively an administrative
action performed in a usual or common way by a government official or
employee in his/her customary government duties, including:
- Obtaining permits, licenses or other official
documents that authorize a person to perform business
activities;
- The negotiation of government documents such as visas
and work permits;
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- The provision of police protection, receipt and
delivery of correspondence, or the programming of
inspections related to the performance of contracts or
inspections related to the transit of merchandise;
- The provision of telephone services, electricity,
potable water, loading and unloading of merchandise,
or the prevention of deterioration of perishable goods
and articles; or
- Other similar administrative actions.
The term "routine government action" does not include decisions by
Public Officials or government employees relative to the awarding of
new business or the continuation of business with the Company and to
the terms and conditions of the same; or any action or omission by a
Public Official or employee who participates in the decision-making
process, in order to influence a decision to award new business or
continue business with the Company, or refrain from taking certain
actions with regard to the same.
The Principal Manager of every division of the Company will establish
guidelines relative to the permissibility of such payments, whether
cash or non-cash, and will make sure that such payments (whether they
are made in cash or in kind, directly or through a third party) are
reported in writing quarterly to the Chief Financial Officer who will
ensure that such transactions are reflected exactly in the accounting
records of the Company.
7. Engagement of government officials and employees
a) Prohibited
No Public Official will be hired under any circumstance or
in any way, to perform any service that may enter into conflict or
that may interfere in any way with the duties and obligations of that
Public Official or with the duties and obligations of the government
agency he/she works for.
b) Permitted
The Company may hire a Public Official to perform services,
as long as the services to be performed have a legitimate commercial
purpose, are legal in the jurisdiction where they are performed and
do not interfere in any way with the government duties or obligations
of the official or employee.
c) Written agreement
Before the engagement of a Public Official, the Company will
enter into a written agreement such that:
- The services to be performed will be clearly specified in
the contract;
- It will be established that no payment will be made to the
Public Official or employee for the services to be performed
except against an account or invoice that describes in
detail the services performed and the expenses that are
incurred therein;
- Before the signing of such agreements, the Principal Manager
of the area of the Company that will enter into the contract
must receive a written opinion by the Legal Manager
confirming that the engagement of the Public Official or
employee neither violates the local law nor conflicts with
the provisions of this Code;
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- The agreement must be approved by the Principal Manager and
signed both by an authorized representative of Embotelladora
Andina S.A. and the Public Official.
If the termination of the contract with the Public Official takes
place after one year, the Principal Manager will require the Public
Official to certify to the Company in writing, when the first year of
the contract expires and every year thereafter, that the Public
Official or employee has fully complied with all the main and
procedural government requirements relative to that contract and to
the performance of his/her services according to the same.
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SECTION V
POLITICAL AND HUMANITARIAN CONTRIBUTIONS
1. Principles
This chapter contains a summary of the appropriate proceedings to obtain
authorization related to the political contributions of the Company.
No political or humanitarian contributions by or in the name of the
Company shall be made except according to the following rules and
procedures. No part of this chapter should be interpreted to discourage
the employees of the Company from taking an active personal part in the
political process.
2. Political elections
As a general rule, no fund or asset, including valuable objects or
services of the Company employees, will be used to make political
contributions. The only permitted contributions are those of a
humanitarian, athletic or civic nature. Political contributions are
accepted only as long as they are clearly approved by the Board of
Directors and in accord with local law.
Every political contribution will be recorded in the accounting records
of the Company as a political contribution and will not be deducted for
tax purposes in those cases where such a deduction is prohibited by law.
3. Humanitarian, athletic and civic payments
The provisions of this chapter are not intended to prohibit the Company
from making donations or payments directly to governments or government
agencies as a contribution to civic, humanitarian, athletic causes or
events ("Humanitarian contributions"), as long as those donations or
payments are legal and receive the previous approval of the General
Manager after prior consultation with the Board of Directors.
4. Procedures for the authorization of humanitarian contributions
All the applications for authorization for humanitarian contributions
will be made in writing, will establish the relevant circumstances of the
contribution, will be subject to the approval of the General Manager of
the entity of the Company and will be sent to the Legal Manager for
his/her approval.
5. Reimbursement to employees is prohibited
No employee will, under any circumstance, be compensated or reimbursed in
any way by the Company for any political or personal humanitarian
contribution, nor will any employee be favored or impaired in his/her
working conditions or possibilities of promotion as a consequence of
making or not making that personal contribution.
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SECTION VI
CODE ADMINISTRATION
1. Principles
The Company distributes the Code to all employees. Additionally, any
other person engaged to perform services to the Company must also receive
copies of the Code.
The failure to report a violation of the Code constitutes in and of
itself a violation of the Code.
Noncompliance can result in a disciplinary action.
The sanctions can be serious. They can include dismissal by the Company
and even fines and imprisonment.
2. Distribution
a) Employees
The Company has established a system for the distribution of this
Code to all employees at adequate intervals and for the
acknowledgement of receipt by them. This system has been elaborated
by the General Management and approved by the Board of Directors.
b) Agents, consultants and government employees
A copy of this Code will be given to any agent, consultant, Public
Official or any other person engaged to perform services for the
Company. Also, copies of this Code will be given to any other entity
in which the Company has a commercial interest of twenty five percent
or more, in order to encourage that entity to observe the norms
established by this Code.
c) Awareness program
The General Manager of the Company will periodically make
presentations to the employees of the Company in order to familiarize
them with this Code and with other matters related to the same.
3. Approvals
Every situation that requires approval under this Code will be submitted
for revision and written approval by the corresponding responsible
Principal Manager before any action is taken.
Verbal approval will only be allowed in extraordinary cases when there is
insufficient time to obtain a prior written authorization. In such cases,
the Principal Manager with the authority to give such an approval will
immediately prepare a confirmation memorandum. Copies of all the
approvals related to this Code will be maintained in the files of every
Principal Manager, and such copies will be available to Company
independent and internal auditors upon request.
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4. Controlling performance
(a) Obligation to Report(6): All Company Employees must know that a violation
of this Code is a behavior seriously penalized by the Company,
independent of what justice may determine on the matter.
Consequently, all Employees must be aware of any action or omission that
may constitute a violation of this Code, and therefore, her or his duty
is not only to avoid violating the Code, but also to report or promptly
convey any information or suspicion regarding any violation on behalf of
an Employee.
In order to facilitate the fulfillment of the previously mentioned
obligation to report, the Company will maintain confidential
communication channels, as stated below, so that employees can inform any
suspicion or information regarding the existence of a violation or
irregular procedures.
(a.1) Anonymous allegations:
One of these channels is through an anonymous e-mail addressed to:
cconducta@koandina.com that will only be accessed by Designated
People appointed by the Company's Directors' Committee for the
purpose of receiving and analyzing each allegation.
Upon receipt of the allegation, the Designated People will:
- Take all necessary measures to avoid and remediate any
Code violation;
- Immediately record all Employee allegations and any corrective
measures taken regarding said allegations; and
- Promptly inform about any Code violation and corrective
measures to the Chief Executive Officer, and to the Chairman
of the Directors' Committee for purposes of initiating the
investigation process and to determine the appropriate
disciplinary measures.
(a.2) Formal allegations:
Despite the previously mentioned communication channel, a second
one will enable any Employee who possesses information or has
knowledge o any suspicion or information of the existence of an
infraction or irregular procedures, to formally report them
directly to:
- The Company's Legal Manager at each subsidiary; or
- The Company's Internal Auditor
Employee allegations made in accordance to this chapter of the
Code will be kept as confidential as possible unless a law or
judicial authority requires disclosure of the allegation.
The above-mentioned people will promptly inform the matter to the
Designated People appointed by the Company's Directors' Committee
for the purpose of receiving and
- ---------------
(6) Letter a) of paragraph four was modified by Board session Number 970
on January 25, 2005.
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analyzing each allegation, and to determine any corrective and/or
disciplinary measures.
(b) Inquiries
Upon receipt of potential or alleged Code violations, proper inquiries
will be conducted and the appropriate and necessary steps will be
followed in order to avoid and remediate violations; and to recommend
corrective and disciplinary actions to the supervisor of the Employee
that committed the violation and to the corresponding Principal Manager,
in order to deter said violations.
Any Code violations as well as the corrective measures adopted will be
periodically reported to the Chairman of the Company's Directors'
Committee.
(c) Failure to Report Code Violations
Any failure by an Employee to report Code violations according to this
chapter constitutes in and of itself a Code violation.
(d) Internal Auditing Personnel
The Company's internal auditing personnel in the fulfillment of their
auditing duties will be continuously aware of the requirements of this
Code. Any apparent Code violation will be recorded in a confidential
report and immediately delivered to the Designated People. Internal
auditing personnel will also review the Company's policies and procedures
related to the management of this Code and will recommend any improvement
to the Company's Directors' Committee
(e) Independent Auditors
Should the Company's independent auditors in connection with the
examination of the Company's financial statements, discover any apparent
violation of this Code, they shall immediately send a written
communication to the Designated People.
5. Disciplinary action
Failure to comply with this Code by any employee of the Company, may
result in a disciplinary action that, according to the circumstances of
the matter, may include dismissal. The disciplinary action will also be
applied to the supervisors, Principal Managers and senior executives who,
in relation to the employees who depend on them:
- Know or are aware that conduct prohibited by the Code is being
seriously considered by such employees and do nothing to prevent
it; or
- Know or are aware that conduct prohibited by the Code has been
performed by such employees and do not take the appropriate
corrective action.
The violations of this Code are not the only reason for disciplinary
action in relation to employees.
Besides the disciplinary actions of the Company, some violations of the
Code can be serious enough to result in civil or criminal action against
the violator.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Santiago, Chile.
EMBOTELLADORA ANDINA S.A.
By: /s/ Osvaldo Garay
----------------------------
Name: Osvaldo Garay
Title: Chief Financial Officer
Santiago, July 10, 2006
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