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Coca-Cola Company Directors Page
Roberto C. Goizueta served as Chairman and Chief Executive Officer of the Company from March 1, 1981, until his death on October 18, 1997. Mr. Goizueta guided the global Coca-Cola business system successfully through years of profound changes in competitive positions in the soft drink industry in key markets around the world. Under his 16-year leadership with his focus on the creation of value for the share owners, the Company's market value increased from $4 billion in 1981 to $145 billion at the time of his death.
Mr. Goizueta's term as a Director would have expired at the April 1998 meeting. Also, the term of Charles W. Duncan, Jr., a Director of the Company from 1964 to 1977 and since 1981, expires at the meeting. Mr. Duncan is ineligible for renomination because the By-Laws of the Company prohibit the nomination of any person who has attained the age of 71. Mr. Duncan, who will not stand for reelection, has been a private investor for more than the past five years. Mr. Duncan is a director of American Express Company, Newfield Exploration Co., Inc. and United Technologies Corporation.
Accordingly, the Board of Directors pursuant to the By-Laws of the Company, reduced the number of Directors from 14 to 13 at Mr. Goizueta's death, and has determined that the number of Directors of the Company will be reduced from 13 to 12, effective April 15, 1998, upon the expiration of Mr. Duncan's term.
The Directors are divided into three classes, each class serving for a period of three years, which has been the practice of the Company since 1945. The share owners elect approximately one-third of the members of the Board of Directors annually. As discussed above, Mr. Duncan's term will expire at the meeting and he will retire from the Board. The terms of Herbert A. Allen, James D. Robinson III and Peter V. Ueberroth will also expire at the meeting, and each has been nominated to stand for reelection at the meeting to hold office until the 2001 Annual Meeting of Share Owners and his successor is elected and qualified. Should any of these nominees become unable to serve for any reason, or for good cause will not serve, which is not anticipated, the Board of Directors may, unless the Board by resolution provides for a lesser number of Directors, designate substitute nominees. If that occurs, the persons named in the enclosed proxy will vote proxies that would otherwise be voted for all named nominees for the election of the substitute nominee or nominees.
RECOMMENDATION OF THE BOARD OF DIRECTORS CONCERNING THE ELECTION OF DIRECTORS
The Board of Directors of the Company recommends a vote for Herbert A. Allen, James D. Robinson 111 and Peter V. Ueberroth as Directors to hold office until the 2001 Annual Meeting of Share Owners and until their successors are elected and qualified.
| JAMES D. ROBINSON III New York, New York |
Director since 1975
Age 62 |
| Mr. Allen is President, Chief Executive Officer and Managing
Director of Allen & Company Incorporated, a privately held investment
banking firm, and has held these positions for more than the past five years. Chairman of the Compensation Committee and a member of the Executive and Finance Committees of the Board of Directors of the Company. | |
| JAMES D. ROBINSON III New York, New York |
Director since 1975 Age 62 |
| is Chairman and Chief Executive Officer of RRE Investors, LLC,
a private venture investment firm, and Chairman of Violy, Byorum &
Partners Holdings, LLC, a private firm specializing in financial
advisory and investment banking activities in Latin America. He previously
served as Chairman and Chief Executive Officer of American Express Company
from 1977 to 1993. He is a director of Bristol-Myers Squibb Company,
Cambridge Technology Partners, First Data Corporation, Union Pacific
Corporation and The Coleman Company, Inc. Chairman of the Committee on Directors and a member of the Public Issues Review Committee of the Board of Directors of the Company | |
| PETER V. UEBERROTH Newport Beach, California |
Director since 1986 Age 60 |
| Mr. Ueberroth has been an investor and Managing Director of
The Contrarian Group, Inc., a management company, since 1989. He is a director
of Ambassadors International, Inc., CB Commercial Real Estate Services Group,
Inc., Promus Hotel Corporation and Transamerica Corporation. Member of the Audit Committee and the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) of the Board of Directors of the Company. | |
|
INCUMBENT DIRECTORS -- TERM EXPIRING 2000 | |
| RONALD W. ALLEN Atlanta, Georgia |
Director since 1991 Age 56 |
| Mr. Allen is a consultant to and advisory director of Delta Air
Lines, Inc., a major U.S. air transportation company. He retired as Delta's
Chairman of the Board of Directors, President and Chief Executive
Officer in July 1997, and had been its Chairman of the Board of Directors and
Chief Executive Officer since 1987. He is a director of Aaron Rents, Inc. Member of the Executive Committee and the Committee on Directors of the Board of Directors of the Company. | |
| DONALD F. MCHENRY Washington, D.C. |
Director since 1981 Age 61 |
| Mr. McHenry is Distinguished Professor in the Practice of
Diplomacy at the School of Foreign Service, Georgetown University, and a
principal owner and President of The IRC Group, LLC, a New York City and
Washington, D.C. consulting firm. He has held these positions for more than
the past five years. He is a director of AT&T Corporation, Bank of Boston
Corporation, International Paper Company and SmithKline Beecham plc. Chairman of the Public Issues Review Committee and a member of the Audit Committee and the Committee on Directors of the Board of Directors of the Company. | |
| SAM NUNN Atlanta, Georgia |
Director since 1997 Age 59 |
| Mr. Nunn has been a partner in the law firm of King &
Spalding since January 1997. He served as a member of the United States
Senate from 1972 through 1996. He is a director of General Electric Company,
National Service Industries, Inc., Scientific-Atlanta, Inc., Texaco Inc. and
Total System Services, Inc. Member of the Executive and Finance Committees of the Board of Directors of the Company. | |
| PAUL F. OREFFICE Lake Tahoe, Nevada |
Director since 1985 Age 70 |
| Mr. Oreffice retired as Chairman of the Board of Directors of
The Dow Chemical Company in 1992, which position he had held for more than
five years. He is a director of CIGNA Corporation and Northern Telecom Limited. Member of the Finance Committee and the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) and the Committee on Directors of the Board of Directors of the Company. | |
| JAMES B. WILLIAMS Atlanta, Georgia |
Director since 1979 Age 64 |
| Mr. Williams is Chairman of the Board of Directors and Chief
Executive Officer of SunTrust Banks, Inc., a bank holding company, and has held
these positions for more than the past five years. He is a director of Genuine
Parts Company, Georgia-Pacific Corporation, Rollins, Inc., RPC, Inc. and Sonat
Inc. Chairman of the Finance Committee and a member of the Executive Committee of the Board of Directors of the Company. | |
|
INCUMBENT DIRECTORS -- TERM EXPIRING 1999 | |
| CATHLEEN P. BLACK New York, New York |
Director since 1993 Age 53 |
| Ms. Black has been President, Hearst Magazines, a unit of The
Hearst Corporation, a major media and communications company, since November
1995, and a director of The Hearst Corporation since January 1996. Until that
time she served as President and Chief Executive Officer of Newspaper
Association of America, a newspaper industry organization, since May 1991.She
served as a Director of the Company from April 1990 to May 1991, and was again
elected as a Director in October 1993. She is a director of International
Business Machines Corporation. Member of the Audit and Public Issues Review Committees of the Board of Directors of the Company. | |
| WARREN E. BUFFETT Omaha, Nebraska |
Director since 1989 Age 67 |
| Mr. Buffett is Chairman of the Board of Directors and Chief
Executive Officer of Berkshire Hathaway Inc., a diversified holding company,
and has held these positions for more than the past five years. He is also a
director of The Gillette Company and The Washington Post Company. Member of the Audit and Finance Committees of the Board of Directors of the Company. | |
| M. DOUGLAS IVESTER Atlanta, Georgia |
Director since 1994 Age 50 |
| Mr. Ivester was elected Chairman of the Board of Directors and
Chief Executive Officer of the Company on October 23, 1997. He served as
President, Chief Operating Officer and a Director of the Company from July
1994 to October 1997 and as President of the North America Business
Sector of the Company from September 1991 until elected to the positions of
Executive Vice President and Principal Operating Officer/North America
effective April 1993. He is a director of Georgia-Pacific Corporation,
SunTrust Bank, Atlanta and SunTrust Banks of Georgia, Inc. Chairman of the Executive Committee of the Board of Directors of the Company. | |
| SUSAN B. KING Durham, North Carolina |
Director since 1991 Age 57 |
| Ms. King has been Leader in Residence, Hart Leadership
Program, Sanford Institute of Public Policy, Duke University, a program for
the development and advancement of leadership and management skills in the
public and private sectors, since January 1995. She was Senior Vice
President--Corporate Affairs of Corning Incorporated from March 1992 through
April 1994, and served as President of Corning's Steuben Glass division from
1987 to March 1992. She is a director of Guidant Corporation. Member of the Compensation Committee (including its Restricted Stock and Stock Option Subcommittees) and the Public Issues Review Committee of the Board of Directors of the Company. | |
The Board of Directors of the Company, upon the recommendation of the Audit Committee, has appointed the firm of Ernst & Young LLP to serve as independent auditors of the Company for the fiscal year ending December 31, 1998, subject to ratification of this appointment by the share owners of the Company. Ernst & Young LLP has served as independent auditors of the Company for many years and is considered by management of the Company to be well qualified. The Company has been advised by that firm that neither it nor any member thereof has any financial interest, direct or indirect, in the Company or any of its subsidiaries in any capacity.
One or more representatives of Ernst & Young LLP will be present at this year's Annual Meeting of Share Owners, will have an opportunity to make a statement if he or she desires to do so and will be available to respond to appropriate questions.
Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast by the holders of the shares of Company Common Stock voting in person or by proxy at the Annual Meeting of Share Owners. If the share owners should not ratify the appointment of Ernst & Young LLP, the Board of Directors will reconsider the appointment.
RECOMMENDATION OF THE BOARD OF DIRECTORS
The Board of Dierctors of Company recommends a vote for the Proposal