20-F 1 ccep2019annualreportfinal4.htm 20-F 2019 CCEP Annual Report - Final Next Gen file Combined Document



United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 20-F

(MarkOne)
¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-37791

COCA-COLA EUROPEAN PARTNERS PLC
(Exact name of Registrant as specified in its charter)

England and Wales
(Jurisdiction of incorporation or organization)

Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom
(Address of principal executive offices)

Contact
(Clare Wardle, General Counsel & Company Secretary, +44 (0)1895 231 313, secretariat@ccep.com, Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom)






Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
 
Name on each exchange on which registered
Ordinary Shares of €0.01 each
 
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None.
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None.
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 456,399,877 Ordinary Shares of €0.01 each
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act    Yes  x    No  o
If this Report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934    Yes  o    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of large accelerated filer,"accelerated filer, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer
x
Accelerated filer
o
Non-accelerated filer
o
 
 
 
 
Emerging growth company
o

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.
U.S. GAAP
o
International Financial Reporting Standards as issued by the International Accounting Standards Board
x
Other
o
If “Other” has been checked to the previous question indicate by check mark which financial statement item the registrant has elected to follow:    Item 17  o    Item 18  o
If this is an annual report, indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o    No  x




COCA‑COLA EUROPEAN PARTNERS PLC   GREAT PEOPLE GREAT SERVICE 2019 INTEGRATED REPORT AND FORM 20-F GREAT BEVERAGES COCA‑COLA EUROPEAN PARTNERS PLC 2019 INTEGRATED REPORT AND FORM 20-F


 
One of the world’s largest beverage companies. Solid track record of performance. An exciting future. Powered by a 23,300 strong team of talented and engaged people. Leading position within a dynamic and growing market. Investing today in the capabilities to win tomorrow. READ ABOUT OUR SUSTAINABILITY ACTION PLAN, LEARN ABOUT WHAT THIS IS FORWARD, ON PAGES 34-43 WE DO ON PAGES 8-9 SEE OUR REPORT ONLINE AT WWW.IR.COCACOLAEP.COM/FINANCIAL-REPORTS-AND-RESULTS/INTEGRATED-REPORTS


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Positioned for continued growth Solid, flexible Ambitious balance sheet sustainability plans Unrivalled Investing in key customer coverage DRIVING capabilities SUSTAINABLE SHAREHOLDER RETURNS Success driven Supporting by our people communities World’s best More aligned than brands ever before with The Coca-Cola Company Our report Strategic Report Governance and Directors’ Report Financial Statements 2 Performance indicators 58 Chairman’s introduction 114 Independent Auditor’s reports 4 Our portfolio 59 Board of Directors 126 Consolidated financial statements 6 Our operations 60 Directors’ biographies 131 Notes to the consolidated financial 8 What we do 65 Senior management statements 10 Conversation with our Chairman 67 Corporate governance report 174 Company financial statements and CEO 77 Nomination Committee 176 Notes to the Company financial 14 Succeeding in a changing landscape Chairman’s letter statements 16 Our strategy 78 Nomination Committee report 18 Business model 81 Audit Committee Chairman’s letter Other Information 20 Our people 82 Audit Committee report 186 Risk factors 24 Operating with integrity 87 Directors’ remuneration report 195 Other Group information 26 Business and financial review 87 Statement from 212 Form 20-F table of cross references 34 Sustainability – This is Forward the Remuneration 214 Exhibits 44 Principal risks Committee Chairman 216 Glossary 50 Viability statement 89  Remuneration policy 219 Useful addresses 51 Non-financial information statement 97  Remuneration at a glance 220 Forward-looking statements 52 Section 172(1) statement from 98  Annual report on remuneration the Directors 108 Directors’ report 111 Directors’ responsibilities statement None of the websites referred to in this Annual Report on Form 20‑F for the year ended 31 December 2019 (the Form 20‑F), including where a link is provided, nor any of the information contained on such websites, are incorporated by reference in the Form 20‑F. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 1


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Performance indicators We delivered another strong year of financial and sustainability performance in 2019. This is reflected in our performance indicators. Financial Revenue Operating profit on a comparable basis* Diluted earnings per share on a comparable basis* Free cash flow* Return on capital invested (ROIC)* (%) *PLEASE REFER TO BUSINESS 11.5 1.6 2.30 AND FINANCIAL REVIEW ON 12.0 1.7 2.53 PAGE 26 FOR DEFINITION AND RECONCILIATION OF NON-GAAP FIGURES TO GAAP FIGURES. €12.0BN €1.7BN €2.53 €1.1BN 10.3% We remain focused on driving profitable The revenue increase and our continued This reflects our growth in operating  Free cash flow generation remains at ROIC continues to be a strong area revenue growth, supported by a strong focus on operating costs translated profit, as well as the repurchase of the core of our business, as evidenced of focus for us. In 2019, we increased our pipeline of innovation as we execute into growth of 6% during the year. €1.0 billion ordinary shares of €0.01 by our medium term annual objective ROIC by 40 basis points to 10.3% as we our total beverage company strategy. We also continued to make the right each of Coca-Cola European Partners of delivering at least €1 billion of continued to drive capital efficiencies. We saw solid growth in revenue per unit strategic investments in capabilities, plc (Shares) thereby completing the free cash flow each year. We generated case as we continue to benefit from our for example, we have started to roll €1.5 billion share buyback programme free cash flow of €1.1 billion in 2019. efforts to improve price and mix with out next generation field sales digital announced in September 2018. growth in priority small packs and the tools, which will not only improve the away from home channel. customer experience, but also increase productivity and optimise sell time. Volume increased by 1% with strong in market execution and innovation led growth partially offset by strong weather driven comparables in the summer selling season. Sustainability Lost time incident rate (number per 100 full time % sugar reduction in our soft drinks since 2015 % PET from recycled PET Water use ratio (litres of water/litre of product produced) % GHG emissions reduction of our core business operations equivalent employees) since 2010 FOR MORE ABOUT OUR 1.23 4.2 24.6 1.61 SUSTAINABILITY COMMITMENTS 1.14 11.1 27.6 1.61 AND PROGRESS, SEE PAGES 34-43 1.07 12.9 30.5 1.60 1.07 12.9% 30.5% 1.60 52.0% Our people’s safety and wellbeing In line with the demand from consumers Increasing recycled content in our Water scarcity and deteriorating The climate emergency is ranked as the is our priority, and our aim is to reduce for a greater variety of drinks, including plastic bottles is key to creating a water quality are growing challenges number one sustainability challenge by our lost time incident rate to zero. In low and no calorie drinks, we’re circular economy for our packaging around the world. As water is the main European consumers, and meeting the 2019, we saw our lost time incident rate committed to cutting the sugar in our and addressing the world’s plastic ingredient in the majority of our drinks, goals of the Paris Agreement requires fall to 1.07, a reduction of 6.1% compared drinks. In 2019, the average sugar per waste crisis. In 2019, recycled PET we are committed to managing water urgent action. Greenhouse gas (GHG) with the previous year. litre in our soft drinks portfolio dropped made up 30.5% of the PET in our plastic resources responsibly and efficiently. emissions from our core operations by 12.9% compared with 2015. This bottles, up from 27.6% in 2018. In 2019, The amount of water we use to make fell by 2.7% between 2018 and 2019. In represents a reduction of 17.6% since we announced enhanced packaging our products reduced by 1% over the last 2018, we achieved our target of halving 2010. We’re achieving these reductions targets, bringing forward the deadline two years, to 1.60 litres of water per litre GHG emissions from our core business by reformulating our recipes, and by to increase the level of recycled content of product produced. activities compared to 2010 ahead of providing greater choice – including in our plastic bottles to at least 50% schedule, and we will review our targets many more drinks with low or no sugar. from 2025 to 2023 and aiming to reach in 2020 to evaluate how we can reduce 100% recycled or renewable plastic emissions in line with the needs of in the future. climate science. 2 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Financial  2018   2019 Revenue Operating profit on a comparable basis* Diluted earnings per share on a comparable basis* Free cash flow* Return on capital invested (ROIC)* (%) *PLEASE REFER TO BUSINESS 1.10 9.9 AND FINANCIAL REVIEW ON 1.10 10.3 PAGE 26 FOR DEFINITION AND RECONCILIATION OF NON-GAAP FIGURES TO GAAP FIGURES. €12.0BN €1.7BN €2.53 €1.1BN 10.3% We remain focused on driving profitable The revenue increase and our continued This reflects our growth in operating  Free cash flow generation remains at ROIC continues to be a strong area revenue growth, supported by a strong focus on operating costs translated profit, as well as the repurchase of the core of our business, as evidenced of focus for us. In 2019, we increased our pipeline of innovation as we execute into growth of 6% during the year. €1.0 billion ordinary shares of €0.01 by our medium term annual objective ROIC by 40 basis points to 10.3% as we our total beverage company strategy. We also continued to make the right each of Coca-Cola European Partners of delivering at least €1 billion of continued to drive capital efficiencies. We saw solid growth in revenue per unit strategic investments in capabilities, plc (Shares) thereby completing the free cash flow each year. We generated case as we continue to benefit from our for example, we have started to roll €1.5 billion share buyback programme free cash flow of €1.1 billion in 2019. efforts to improve price and mix with out next generation field sales digital announced in September 2018. growth in priority small packs and the tools, which will not only improve the away from home channel. customer experience, but also increase productivity and optimise sell time. Volume increased by 1% with strong in market execution and innovation led growth partially offset by strong weather driven comparables in the summer selling season. Sustainability  2017   2018   2019 Lost time incident rate (number per 100 full time % sugar reduction in our soft drinks since 2015 % PET from recycled PET Water use ratio (litres of water/litre of product produced) % GHG emissions reduction of our core business operations equivalent employees) since 2010 FOR MORE ABOUT OUR 24.6 1.61 45.3 SUSTAINABILITY COMMITMENTS 27.6 1.61 50.6 AND PROGRESS, SEE PAGES 34-43 30.5 1.60 52.0 1.07 12.9% 30.5% 1.60 52.0% Our people’s safety and wellbeing In line with the demand from consumers Increasing recycled content in our Water scarcity and deteriorating The climate emergency is ranked as the is our priority, and our aim is to reduce for a greater variety of drinks, including plastic bottles is key to creating a water quality are growing challenges number one sustainability challenge by our lost time incident rate to zero. In low and no calorie drinks, we’re circular economy for our packaging around the world. As water is the main European consumers, and meeting the 2019, we saw our lost time incident rate committed to cutting the sugar in our and addressing the world’s plastic ingredient in the majority of our drinks, goals of the Paris Agreement requires fall to 1.07, a reduction of 6.1% compared drinks. In 2019, the average sugar per waste crisis. In 2019, recycled PET we are committed to managing water urgent action. Greenhouse gas (GHG) with the previous year. litre in our soft drinks portfolio dropped made up 30.5% of the PET in our plastic resources responsibly and efficiently. emissions from our core operations by 12.9% compared with 2015. This bottles, up from 27.6% in 2018. In 2019, The amount of water we use to make fell by 2.7% between 2018 and 2019. In represents a reduction of 17.6% since we announced enhanced packaging our products reduced by 1% over the last 2018, we achieved our target of halving 2010. We’re achieving these reductions targets, bringing forward the deadline two years, to 1.60 litres of water per litre GHG emissions from our core business by reformulating our recipes, and by to increase the level of recycled content of product produced. activities compared to 2010 ahead of providing greater choice – including in our plastic bottles to at least 50% schedule, and we will review our targets many more drinks with low or no sugar. from 2025 to 2023 and aiming to reach in 2020 to evaluate how we can reduce 100% recycled or renewable plastic emissions in line with the needs of in the future. climate science. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 3


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Our portfolio From Coca-Cola trademark soft drinks to ready to drink (RTD) teas and coffees, we offer some of the world’s most popular drinks. Our portfolio is evolving to provide drinks for every taste and occasion – with or without sugar. FLAVOURS, MIXERS AND ENERGY Fanta continues to grow thanks to our introduction of rotational flavours, as well as successful marketing and execution around Halloween. As part of our Sprite brand redesign, Sprite’s bottles turned from green to clear, making them easier to recycle bottle to bottle. We’re also continuing to build our portfolio of COCA-COLA® adult mixers, led by Schweppes(B), Royal Bliss Our Coca-Cola brands come in a range of variants and Coca-Cola Signature Mixers. that offer consumers great choice. Along with our Last year saw the launch of Coca-Cola Energy iconic Coca-Cola Classic we offer Coca-Cola Zero across all of our markets. We expanded our Sugar, which gives consumers the same great energy offering with Monster Reign, a fitness Coca-Cola taste with no sugar. With Diet Coke/ focused beverage designed for active lifestyles. Coca-Cola light taste, consumers can enjoy a Regional and lifestyle brands like Relentless light and refreshing taste across a number of and Nalu add to our wide portfolio of energy flavour variants. Overall transactions in Coca-Cola drink offerings. trademark were up 2.0% and Coca-Cola Zero Sugar grew 13.0% in volume. (A) We report comparable volumes for our Coca-Cola trademark drinks; flavours, mixers and energy drinks; hydration; and RTD teas, RTD coffees, juices and other drinks. (B) In Great Britain (GB) only. 63.5% COCA-COLA® 2019 BRAND CATEGORY VOLUME (ROUNDED) (A) 4 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
RTD TEAS, RTD COFFEES, JUICES AND OTHER DRINKS This exciting category continues to build momentum and open up new opportunities. Within a year of launch, Fuze Tea became the number two RTD tea brand in most of our markets, according to data from Nielsen. In 2019, the growth of Fuze Tea continued, with HYDRATION new flavours and increased distribution. The perfect choice for consumers on the move, Our RTD coffee range has been extended to our hydration category includes waters, flavoured include Costa Coffee as well as Monster Espresso. waters, functional waters and isotonic drinks. As These, together with our established Honest part of our diversified approach, we are focusing coffee, mean that we now have a great portfolio on premium, functional offerings in this space. of RTD coffee drinks. This includes Aquarius Hydration, a great tasting, Tropico has been a fantastic addition to our functional water drink launched in 2019 that juice product range in Belgium, France and combines hydration with essential mineral intake. Luxembourg. 22.5% FLAVOURS, MIXERS AND ENERGY 5.5% 8.5% RTD TEAS, RTD COFFEES, HYDRATION JUICES AND OTHER DRINKS Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 5


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Our operations Iceland We are a local business. We invest, employ, manufacture and distribute locally. We want to create a great experience for everyone we interact with – whether they are a customer, partner, supplier, stakeholder, part of our local community or part of our great team. We are investing in key parts of our business, to make the experiences we provide even better. READ MORE ABOUT HOW WE ARE SUCCEEDING IN A CHANGING LANDSCAPE ON PAGES 14-15 €14M investment in a new can line and KeelClip™ machine in Dongen, the Netherlands. KeelClip™ is an innovative, minimalist paperboard packaging solution to help us remove unnecessary plastic €900M revenue through our digital customer portals across CCEP - Last year we up 30% on 2018 celebrated 100 years of Coca-Cola in France Azores Madeira Canary Islands 6 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Map legend  Manufacturing site  Shared service centre  Where we operate 3,578 net cooler placements in We invested in a new Norway manufacturing line in GB capable of producing 65,000 cans per hour We have 38% value share of non-alcoholic drinks in Belgium 2 2 We installed €30M more than investment in new returnable glass line in Mannheim, Germany, which fills up to 12,200 60,000 returnable glass energy efficient bottles per hour cold drink equipment units in almost 10,000 customer outlets across Iberia Bulgaria Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 7


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information What we do: great people, great service, great beverages We are a leading beverage company, offering a growing range of drinks for every taste and occasion. We make and sell great drinks and help customers grow with great service. We are helping the communities we work in to thrive. This is all made possible by our great people, who are passionate about our customers and our business. MAKE GREAT We aim to deliver sustainable growth and believe we can TASTING DRINKS Our manufacturing sites make and do so while building a better future for people and the planet. bottle our wide range of drinks. SEE OUR BUSINESS MODEL ON PAGES 18-19 We’re continuously improving our manufacturing sites to make SEE OUR THIS IS FORWARD STRATEGY ON PAGES 34-43 them more efficient and safer for our people. We produce safe, high quality products for our customers and consumers. Approximately 91% of the drinks we sell are produced in the country in which they are consumed. WORK WITH TCCC AND OTHER FRANCHISORS SOURCE RAW The Coca-Cola Company (TCCC) and other franchisors make and MATERIALS sell concentrates, beverage bases We use ingredients such as water, and syrups, own the brands and sugar, coffee, juices and syrup are responsible for consumer to make our drinks. We also rely brand marketing. on materials like glass, aluminium, We operate under bottler PET, pulp and paper to make our agreements with TCCC and other packaging. We require all our franchisors and purchase the suppliers to meet strict targets concentrates, beverage bases and around workplace policies and syrups to make, sell and distribute practices, health and safety, ethics packaged beverages to our and human rights, environmental customers and vending partners. protection and business integrity. 8 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
WORK CLOSELY WITH CUSTOMERS WHO SELL TO CONSUMERS Our 6,000 strong sales force works with a huge range of customers – from small local shops, supermarkets and wholesalers to restaurants, bars and sports DISTRIBUTE stadiums – so consumers can enjoy one of our great products TO OUR wherever they are and whenever they want. We also provide cold drink equipment and supply vending CUSTOMERS machines so people can find our We distribute our products drinks on the go. to customers and vending partners by working closely with logistics partners. WORK WITH PARTNERS, AIMING TO COLLECT 100% OF OUR PACKAGING Although 98.3% of our bottles and cans are recyclable, they don’t always end up being recycled. That needs to change. We’re determined to lead the way towards a circular economy for our packaging where 100% of our packaging is collected, reused or recycled, so that none of it ends up as litter or in the oceans. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 9


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Conversation with our Chairman and CEO INVESTING 10 TO WIN


 
What is CCEP’s ambition today? What does CCEP need to do to win over the next Sol: Our aim is to be one of the world’s leading consumer three years? goods companies, truly a total beverage company, Sol: We’re striving for a bigger and bolder future offering a drink for every occasion. The progress we’re by focusing on profitable organic revenue growth, making is clear to see, from the continued success of underpinned by our sustainability action plan. Our products like Coca-Cola Zero Sugar, to the introduction people will play a vital role in helping CCEP meet this of new brands in new categories, like Costa Coffee RTD. target, and we need to continue to ensure we have Above all, we want to grow in a sustainable way because the right mix of talent and capabilities to deliver we believe operating sustainably is good for our as a business. business, people and the planet. Damian: We believe the non-alcoholic ready to drink beverages category will grow on average by 2% to 3% What are you most proud of achieving in 2019? per year over the next 10 years. This creates an exciting Damian: In 2019, we delivered solid revenue growth of 4.5% opportunity for us. We will continue to expand our total (including 1% attributable to sugar taxes), supported by beverage portfolio while strengthening core capabilities a strong focus on innovation as we continue to diversify that will drive sustainable success. We will continue to to become a total beverage company, aligned with our focus on driving price and mix realisation, particularly brand partners. As well as developing our innovation through growth in the away from home channel and pipeline, we continued to make the right strategic as we increase distribution of our priority small packs. investments in areas such as our supply chain, cold At the same time, we will accelerate our placements of drink equipment and digital. Over the year we cold drink equipment and continue to make the right invested almost €600 million on capital expenditures strategic investments in areas such as digital, route to and still continued to generate strong free cash flow market and field sales teams. Providing exceptional of €1.1 billion. customer service continues to be at the core of our business so that the experience we offer our customers 2019 has also been a great year for progress made on is second to none. This included the launch of My CCEP, our bold and integrated sustainability action plan, This a new online customer portal that makes it much easier is Forward, which we’ll talk more about later. for customers to find and order the products that are Our execution throughout 2019 ensured that we were right for them. All of these investments should support able to invest in capabilities for the future. Our dividend our top line growth aspirations over the next three years pay out ratio remains at around 50%, reflected in our full and beyond. year dividend of €1.24 per share, up 17% versus last year. Our dividend payments and the completion of the €1.5 billion share buyback, of which €1 billion was executed in 2019, were the culmination of well executed plans that allowed us to deliver sustainable growth. WE ARE MAKING THE DECISIONS TODAY TO INVEST IN THE “CAPABILITIES THAT WE KNOW WE WILL NEED TO WIN TOMORROW.” Damian Gammell (left) Sol Daurella (right) Damian Gammell, Chief Executive Officer TODAY, TOMORROWCoca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 11


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Conversation with our Chairman and CEO continued Sol: We are conscious that, as the pace of change Sol: As well as to all the people in CCEP who are driving in consumer behaviour and technology accelerates, we our success, particularly Damian and his leadership team, must look for ways to evolve our business. Through our I’m grateful to my fellow Directors for their contribution innovation investment programme, CCEP Ventures, over the year. I’d like to take this opportunity to thank we’re funding new ideas that can help us adapt to these Curtis Welling and Phillip Humann, who stepped down trends – and last year this included investments in at the Annual General Meeting (AGM) in May 2019 after technology start ups to explore how on demand delivery many years of service to CCEP and CCE. And I was very and self driving technologies can transform the pleased to welcome our new Directors, Nathalie Gaveau, customer experience. Dagmar Kollmann and Lord Mark Price. In addition to their wide business expertise, Nathalie brings digital and We have made great progress with Kollex – a joint international experience, Dagmar brings finance and venture focused on digital ordering for restaurant and international listed groups expertise, while Mark brings beverage wholesalers. We look forward to working with substantial retail experience. our joint venture partners, Bitburger, Krombacher and, most recently, Rotkäppchen-Mumm to develop this We announced on 11 March 2020 that Dessi Temperley platform further in 2020 and beyond. would succeed Orrin H. Ingram, subject to her election at the AGM in May 2020. Dessi brings deep financial We are continuing to develop an entrepreneurial culture expertise and commercial insight. I would like to thank at CCEP to ensure we generate innovative solutions and Orrin for his valuable contribution to the Board. explore new opportunities. A great example of this is the recently announced commercial pilot in Sweden with Damian: Our new volunteering policy gives our people Einride, an autonomous robotic road riding cargo pod the opportunity to spend two working days each year that was initiated by one of our local supply chain supporting causes they are passionate about. Last year, colleagues and has now progressed into an exciting pilot. our people dedicated 25,839 volunteer hours to a wide range of social initiatives, from food bank volunteering How are you developing your culture to support an and litter picking activities to programmes supporting disadvantaged young people. I am proud of this entrepreneurial approach? programme and the opportunity it gives our people Damian: We want to make the most of the outstanding to be a part of helping local communities thrive. talent we have. This means ensuring that CCEP is a great place to work, with a strong, inspiring workplace culture. To take this to the next level, we have launched What progress has CCEP made in progressing its Me@CCEP, which will create the empowering, rewarding sustainability commitments? experience we want people to have at CCEP. With this Sol: The world is facing urgent sustainability challenges. new framework in place I feel this is an area where we are We are committed to increasing the size, scale and making good progress as a business. speed of our response. This is particularly the case for issues such as plastic waste and climate change, which To succeed, CCEP also needs to be a place where European consumers continue to rank as the most different perspectives and insights are valued at all levels important sustainability challenges. of the organisation, and we have put diversity right at the heart of our working culture. We’ve introduced a new At CCEP, we believe that plastic has an important role Inclusion and Diversity Policy, along with an Inclusion and to play in our packaging mix, but only within a circular Diversity Centre of Expertise. We’re making steady economy. Plastic is a valuable commodity and we need progress towards our goal of having at least 40% of to treat it as such, so that wherever it is used, it can be leadership positions held by women by 2025. In 2019, collected, recycled and reused. As of 2020, Sweden will 35.5% of leadership positions were held by women, up become the first country in the Coca-Cola system where from 35.2% (restated) in 2018. all Coca-Cola’s plastic bottles will be made from 100% recycled material. Our business depends on great leaders, and last year we continued to promote leadership across our organisation Damian: In 2017, we committed to ensuring that our plastic with Accelerate Performance 2, the latest in our series bottles will contain at least 50% recycled content by of two day workshops supporting effective decision 2025. In 2019, we announced an enhanced commitment making. After launching with our 500 top leaders, the to achieve this target two years early and work towards programme will be rolled out to all employees across 100% recycled or renewable materials in all our plastic the business. bottles in the future. I believe that accelerating our packaging targets shows how seriously we take this issue. We’re replacing all shrink wrap with cardboard packaging for can multi packs, making this secondary packaging easier to recycle and removing 4,000 tonnes of single use plastic per year. We also swapped the iconic green plastic of Sprite bottles to clear plastic, making it even easier to recycle bottle to bottle. READ MORE ABOUT OUR PACKAGING COMMITMENTS ON PAGE 35 12 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Since 2010 we’ve halved the carbon footprint of our core Sol: Our strong relationship with TCCC is also driving business operations, and seen emissions across our value forward our sustainability strategy, which works in close chain fall by 30.5%. We know we have more to do, and alignment with TCCC’s World Without Waste strategy. we are continuing to step up our efforts in this area, Our joint announcement of our new packaging targets particularly in our work with suppliers and in the is a good example of how we’re working together to packaging choices we make. accelerate progress in this area. Sol: Sustainability has to be absolutely fundamental to everything we do as a business. Because we feel What’s next for CCEP? so strongly about this issue, we’re introducing a Damian: As we evolve, we will become a more nimble, agile sustainability metric in our remuneration policy, linking business, harnessing employee capability, digital tools, long-term management incentives to performance supply chain innovation and investment to provide an against sustainability targets. I am proud that, for the even better service for our customers. We are making fourth year in a row, CCEP was included in the Climate the decisions today to invest in the capabilities that we Disclosure Project (CDP) Climate and Water A Lists know we will need to win tomorrow. for 2019. Recognition from CDP is a significant We will continue to invest in our supply chain. Last year accomplishment, however we must continue to focus on saw us invest in glass lines in Germany and France, can developing our long-term carbon reduction strategy. lines in Belgium, Spain and GB, and an aseptic line Sustainability is a subject that I personally feel very in the Netherlands. strongly about, and This is Forward and our sustainability commitments are supported by our people. We have ambitious plans to grow over the next 10 years, READ MORE ABOUT OUR SUSTAINABILITY PLAN AND OUR PROGRESS AGAINST OUR TARGETS and a clear strategy to deliver that growth. Working with ON PAGES 34-43 our franchise partners, we have exciting plans for our portfolio and we are focused on the capabilities and How is CCEP’s relationship with TCCC developing? technologies needed to offer our customers a great experience. Above all, we are acutely aware of the Sol: CCEP has always been closely aligned with TCCC challenges facing society and the planet, and we are strategically, and the relationship has grown even committed to building a better future – for our business, stronger over the past year. We have worked with for people and for the planet. We are very aware of the TCCC to ensure greater alignment in how we bring challenges we and our communities currently face from new products to market, and have created a number the recent outbreak of coronavirus (COVID-19). While of opportunities for executives in each business to build the impact on our business is not yet clear, and will relationships and exchange ideas. We were delighted evolve with the situation, we continue to monitor to welcome Tim Brett, TCCC’s President, Western Europe developments closely. Our priority is to ensure the to our senior leadership meeting in France in November. wellbeing of our people while ensuring we have strong Similarly, our Board visited TCCC’s global headquarters mitigation plans in place for any potential adverse in Atlanta, as well as TCCC’s innovation centre in Brussels, impact, working closely and responsibly with our last year. suppliers, customers and stakeholders. Damian: We’ve worked closely with TCCC following Sol: Although we, in partnership with our communities, its acquisitions of Tropico and Costa to bring those must face these immediate challenges, we remain products to our customers, and ensure these brands focused on the next stage of our journey and I’d like to benefit from our execution expertise. Our ability to thank all our stakeholders and investors for continuing execute with speed was clear to see when Costa Coffee to be a part of it. RTD launched within five months of the completion of TCCC’s acquisition of Costa. Sol Daurella, Chairman Damian Gammell, Chief Executive Officer Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 13


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Succeeding in a changing landscape From increasing demand for transparency to changing drinking habits, our business is affected by a range of market trends. We have a business model and culture that ensure we can adapt and thrive in this changing environment. Macro trend Macro trend Macro trend CHANGING CUSTOMER SUSTAINABILITY EVOLVING We are listening to feedback ENVIRONMENT from our stakeholders and CONSUMER TRENDS Our customer base is evolving responding to concerns from Consumers’ drinking motivations quickly through consolidation consumers, governments and and occasions are becoming more and the growing importance of non-governmental organisations varied. Today, consumers want discounters and e-commerce. (NGOs) on key sustainability issues. different drinks to suit a range of As consumer habits shift, customer This includes feedback about moments and occasions, whether channels are also changing, with climate change, water, plastic, it’s an indulgent treat, a pick me up significant growth in the away from packaging and concerns about on the way to work or a drink as part home channel expected in the health and obesity. of a healthy lifestyle. years ahead. Our response Our response Our response Through our sustainability action We’re diversifying our drinks We’re making major investments plan, This is Forward, we’re taking portfolio and packaging. As well in our customer service model, action on the sustainability areas as reinvigorating our core drinks improving the way we segment our where we know we can have the categories through product customers to align more closely with most impact. This includes aiming innovation and new recipes, we’re consumer behaviour. We’re also to collect all of our packaging and also expanding our presence in focused on increasing the efficiency of reducing the sugar in our drinks. exciting new areas such as ready our sales force to support customers to drink organic teas and coffees. by investing in technology, particularly in the away from home channel. FOR EXAMPLE Investing in equipment Stepping up on plastic waste Drinks for every taste As part of our new commercial Plastic waste is a challenge that In 2019, we continued to expand our strategy, we’re removing our old demands urgent action – and we’ve portfolio, adding exciting new cold drink equipment and replacing revised our commitments to step up products in a number of categories. it with newer models across our our efforts in this area. Our new, These included Coca-Cola Energy, markets. We’re also investing more ambitious goals include a drink that will appeal to Coca-Cola significantly to increase cold drink targets to remove all unnecessary fans and energy drinkers alike, equipment such as coolers in the plastic from our portfolio, to ensure and Aquarius Hydration, a drink market. The new equipment will our plastic bottles are made from with essential minerals to reduce help reduce refurbishment and 50% recycled materials by 2023 and tiredness and fatigue. maintenance costs. we’ll aim to reach 100% recycled or renewable material in the future. Read more on page 37. 14 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Macro trend Macro trend TRANSPARENCY DIGITAL LIFESTYLES As consumers become more health conscious, As digital technology becomes ever more ingrained they’re asking for more information about the drinks in consumers’ lives, shoppers are increasingly attracted they consume. At the same time, governments and to digital solutions that make the purchasing experience regulators are also demanding increasing transparency easier and more convenient. As a result, our customers from companies, both through packaging labelling are moving towards digital platforms and other and reporting. technologies that meet and anticipate those needs. Our response Our response We’re committed to providing clear, transparent We’re working closely with our customers to share information about ingredients, nutrition and portion our insights into how digital technology is shaping sizes on our packaging, as well as on our website. We  consumer behaviour and blurring traditional sales also publish information about us and our performance channels. To reflect these changes, we’re also investing through regular disclosures, including this report. in technology to better serve our customers and employees, drive efficiencies and become a more digital ready business. OPEN for engagement My CCEP In the Netherlands we’ve established OPEN which ran Last year we launched My CCEP, an online portal that for the third year in 2019. OPEN is a series of stakeholder makes it quicker and easier for customers to order our engagement events where suppliers and partners can products. The portal also gives customers access to find out more about our business and the progress we’re industry trends and insights to help grow their business, making, particularly on sustainability issues. as well as round the clock support. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 15


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Our strategy Our business decisions are guided by five key strategic imperatives. Together, they give us a framework for delivering our strategy. WHAT WE’LL DO HOW WE’LL DO IT WHAT WE’LL DELIVER • Give consumers a great drink for every occasion. Delivering TOP LINE WE WILL DRIVE PROFITABLE REVENUE GROWTH growth through the premiumisation of existing favourites, adding exciting variants and introducing new brands to grow REVENUE THROUGH OUR EVOLVING PORTFOLIO AND CONTINUED at scale FOCUS ON CREATING VALUE • Get the right product, in the right place, at the right time, GROWTH focusing on value over volume SUSTAINABLE THROUGH A SEGMENTED APPROACH TO CONSUMER • Build targeted, relevant plans and online tools to help a wider SHAREHOLDER RETURNS, CUSTOMER range of customers grow with us ENVIRONMENTS WE WILL DELIVER WORLD CLASS • Use the strength of our sales force to win with more UNDERPINNED BY OUR AND EXECUTION EXECUTION AND CREATE LONG-TERM VALUE FOR customers, using segmentation to ensure we have a holistic approach to executing our plans across multiple drinking SUSTAINABILITY ACTION OUR CUSTOMERS environments and occasions CENTRIC PLAN, THIS IS FORWARD • Invest in and support innovation across the business, through WE’LL BE COMPETITIVE IN EVERYTHING WE DO – digital transformation and our innovation investment fund, SEE OUR PERFORMANCE INDICATORS ON PAGES 2-3 FUTURE IN THE MARKET, OUR COST BASE AND OUR CCEP Ventures SUPPLY CHAIN – TO DRIVE GROWTH AND • Continue to harmonise our processes and deploy best COMPETITIVENESS practice principles across our business to drive efficiency and OPERATING EFFICIENCY increase the effectiveness of our operations MORE INFORMATION ABOUT OUR SUSTAINABILITY COMMITMENTS AND PROGRESS ON PAGES 34-43 THROUGH THIS IS FORWARD, OUR SUSTAINABILITY • Operate sustainably to create a better future for people and SUSTAINABILITY ACTION PLAN, WE WILL TAKE ACTION ON KEY GLOBAL the planet SUSTAINABILITY ISSUES WHERE WE KNOW WE CAN • Act on our sustainability commitments and continuously AND STAKEHOLDER review them to make sure we are tackling key environmental MAKE A DIFFERENCE, IN LINE WITH THE PRIORITIES and societal concerns, particularly on climate and packaging EQUITY AND CONCERNS OF OUR STAKEHOLDERS WE WILL FOSTER A DIVERSE, MODERN WORKPLACE • Identify and roll out best practice approaches to inclusion CULTURE AND WHERE EVERYONE’S EXPERIENCE IS VALUED, AND and diversity across the business WHERE PEOPLE ARE EMPOWERED TO SUCCEED AND • Develop our talented employees, and ensure we have the right capabilities to succeed CAPABILITY ADOPT AN ENTREPRENEURIAL MINDSET 16 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
WHAT WE’LL DO HOW WE’LL DO IT WHAT WE’LL DELIVER • Give consumers a great drink for every occasion. Delivering TOP LINE WE WILL DRIVE PROFITABLE REVENUE GROWTH growth through the premiumisation of existing favourites, adding exciting variants and introducing new brands to grow REVENUE THROUGH OUR EVOLVING PORTFOLIO AND CONTINUED at scale FOCUS ON CREATING VALUE • Get the right product, in the right place, at the right time, GROWTH focusing on value over volume SUSTAINABLE THROUGH A SEGMENTED APPROACH TO CONSUMER • Build targeted, relevant plans and online tools to help a wider SHAREHOLDER RETURNS, CUSTOMER range of customers grow with us ENVIRONMENTS WE WILL DELIVER WORLD CLASS • Use the strength of our sales force to win with more UNDERPINNED BY OUR AND EXECUTION EXECUTION AND CREATE LONG-TERM VALUE FOR customers, using segmentation to ensure we have a holistic approach to executing our plans across multiple drinking SUSTAINABILITY ACTION OUR CUSTOMERS environments and occasions CENTRIC PLAN, THIS IS FORWARD • Invest in and support innovation across the business, through WE’LL BE COMPETITIVE IN EVERYTHING WE DO – digital transformation and our innovation investment fund, SEE OUR PERFORMANCE INDICATORS ON PAGES 2-3 FUTURE IN THE MARKET, OUR COST BASE AND OUR CCEP Ventures SUPPLY CHAIN – TO DRIVE GROWTH AND • Continue to harmonise our processes and deploy best COMPETITIVENESS practice principles across our business to drive efficiency and OPERATING EFFICIENCY increase the effectiveness of our operations MORE INFORMATION ABOUT OUR SUSTAINABILITY COMMITMENTS AND PROGRESS ON PAGES 34-43 THROUGH THIS IS FORWARD, OUR SUSTAINABILITY • Operate sustainably to create a better future for people and SUSTAINABILITY ACTION PLAN, WE WILL TAKE ACTION ON KEY GLOBAL the planet SUSTAINABILITY ISSUES WHERE WE KNOW WE CAN • Act on our sustainability commitments and continuously AND STAKEHOLDER review them to make sure we are tackling key environmental MAKE A DIFFERENCE, IN LINE WITH THE PRIORITIES and societal concerns, particularly on climate and packaging EQUITY AND CONCERNS OF OUR STAKEHOLDERS WE WILL FOSTER A DIVERSE, MODERN WORKPLACE • Identify and roll out best practice approaches to inclusion CULTURE AND WHERE EVERYONE’S EXPERIENCE IS VALUED, AND and diversity across the business WHERE PEOPLE ARE EMPOWERED TO SUCCEED AND • Develop our talented employees, and ensure we have the right capabilities to succeed CAPABILITY ADOPT AN ENTREPRENEURIAL MINDSET Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 17


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Business model Our stakeholders are part of our business and play a vital role in our success at every stage in our value chain. From the suppliers who provide our raw ingredients, to the communities where we operate and the people who make and sell our products, we seek to work together with our stakeholders to grow sustainably. READ MORE ABOUT HOW WE’RE PERFORMING ON PAGES 2-3 SOURCE RAW MATERIALS SEE HOW THE BOARD TAKES STAKEHOLDERS INTO ACCOUNT IN ITS DECISION MAKING ON PAGES 52-55 THE SUSTAINABILITY OF OUR BUSINESS MODEL IS EXPLAINED IN OUR STRATEGY ON PAGES 16-17 AND IN SUSTAINABILITY PAGES 34-43 WORK WITH OUR SUPPLIERS TCCC AND OTHER We work with a network of about FRANCHISORS 17,000 suppliers across our markets. OUR INVESTORS They supply us with a wide range of commodities and services such Our investors provide the equity as ingredients, packaging, energy, capital for our business and hold equipment, building and facilities, management to account, not only fleet and logistics services, sales and on financial performance but also marketing services, IT and telecoms by discussing key environmental, and general administration. social and governance issues. Partnering and collaboration with our In 2019, we paid dividends totalling suppliers on sustainability is helping €574 million to shareholders and drive progress on delivering on our returned a further €1 billion to OUR FRANCHISORS This is Forward commitments while shareholders through our share sustainable sourcing ensures security buyback programme. We conduct our business primarily of supply of all the commodities and under agreements with TCCC and a How we engage services needed to make, sell and limited number of other franchisors. distribute our drinks. We have a comprehensive These agreements generally give us programme of investor the exclusive right to sell, distribute, Around 86% of our spend in 2019 engagement covering the AGM, and, in most cases, make beverages (excluding concentrate and juices) investor roadshows, investor in approved packaging in specified was with suppliers in our countries of conferences including key territories. operation. note webcast presentations, analyst meetings, proxy advisor We drive sales to customers so that our How we engage engagement, half yearly earnings franchisors’ brands are available where Through our supplier relationship releases alongside presentations and when consumers want them. management process, our procurement with webcast conference calls, teams engage regularly with suppliers How we engage so we can build long‑term relationships and trading updates with webcast CCEP has long‑term growth plans conference calls. and work together on common that enable us to create value objectives. This includes addressing together with our franchisors. To key sustainability issues in areas such ensure ongoing discussion, our as reducing packaging waste and management regularly meets with responsible ingredient sourcing. our franchisors at functional and sales and marketing levels. We invite TCCC to present at our Board meetings on a regular basis. READ ABOUT OUR RELATIONSHIP WITH TCCC AND OTHER FRANCHISORS ON PAGE 192 18 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
MAKE GREAT TASTING DRINKS DISTRIBUTE TO WORK CLOSELY WITH CUSTOMERS OUR CUSTOMERS WHO SELL TO CONSUMERS OUR PEOPLE OUR CUSTOMERS CONSUMERS Our business depends on the We strive to be our customers’ Consumers buy our great products great people who make, sell and preferred partner and create from our customers. They drive demand distribute our products every day. value together by responding to for a range of drinks. We work with our We foster a diverse, inclusive and changing consumer preferences customers to ensure that the drinks safe working environment, where and retail trends. Our operating reaching consumers are high quality, everyone’s individuality is valued and model is customer centric and safe and taste great. where everyone has the training, focused on the front line. We aim tools and opportunity to succeed. to deliver the strongest execution How we engage and reach a broad range of outlets Generally, our franchisors own the We invest in our people’s training in the marketplace, all the while relationship with consumers. We work and development (over €12.5 million making it easier to do business closely with our franchisors and customers in 2019) as well as compensating with us. In 2019, the revenue to understand consumer wants and them and providing additional we generated for our grocery needs. We receive direct feedback from benefits to them. customers grew by €433 million consumers via the consumer care line How we engage compared to 2018(A). provided on all our packaging. We make sure our people have How we engage opportunities to voice their views, We are focused on our customers, for example, through town hall with thousands of our people meetings and engagement surveys. WORK WITH PARTNERS, calling on them every day. General We share information through our Managers regularly engage with AIMING TO COLLECT 100% intranet and other communication customers, along with senior channels. Our management meets OF OUR PACKAGING members of the sales teams. regularly with works councils and We also engage with customers trade unions that represent our at an international level through people. We have a number of TCCC’s Global Customer channels through which our people Governance Board where certain can seek advice and raise concerns international customers request in line with our Code of Conduct. this single point of contact READ MORE ABOUT OUR PEOPLE AND CULTURE ON within the Coca‑Cola system. PAGES 20-23 This engagement is limited to our markets under strict legal protocols. OUR COMMUNITIES (A) Source: Nielsen European Strategic We have a strong local heritage Planner for the year 2019 to week and presence and we recognise the ending 29 December 2019. Countries included are Belgium, France, Germany, economic, social and environmental GB, the Netherlands, Norway, Spain and impact our business has on these Sweden. CCEP is defined as TCCC and communities. Our people live in our local Monster Energy excluding Innocent. communities and we use local resources Grocery customers here generally from our communities, such as water includes hypermarkets, supermarkets and transport systems, to make, sell and and discounters, although there are slight variations by market. distribute our products. WE ENGAGE WITH OUR STAKEHOLDERS REGULARLY TO UNDERSTAND THEIR VIEWS ON We seek to make a positive difference, THE ISSUES THAT MATTER MOST TO THEM AND helping to address the challenges our communities face by supporting local HOW BEST TO WORK TOGETHER TOWARDS OUR partnerships and grassroots initiatives. COMMON GOALS. BY LISTENING CLOSELY TO OUR STAKEHOLDERS, WE ENSURE THEIR INSIGHTS How we engage SHAPE OUR BUSINESS STRATEGY. We invest in charitable and community causes in all of our markets and our people regularly take part in volunteering activities to support social initiatives in our communities. READ MORE ABOUT OUR COMMUNITY SUPPORT WORK AND INVESTMENT ON PAGE 39 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 19


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Our people Our success is determined by the hard work and passion of the people who work at CCEP and we are grateful for everything they do. We provide a supportive, inclusive, safe and healthy working environment where diversity is valued and people at every level are empowered to succeed. Inclusion, diversity and equal opportunities We believe that encouraging diversity of ideas, thinking and experience leads to better ways of working and better business results. We’re committed to building a diverse workforce and encouraging an inclusive culture. This covers all areas of diversity, including gender, culture and heritage, multi generations, LGBT+ and disability. Encouraging diversity and inclusion is a cornerstone of our new people strategy. FIND OUT MORE ABOUT ME@CCEP PAGE 21 20 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
6.1% reduction in lost time incident rate 35.5% of management positions at CCEP were held by women Being connected We’re powerful when we work as part of a winning team – championing communication, connection and collaboration. Being valued We’re at our best when we can be ourselves at work and are able to share our perspectives, insights and build upon our strengths. Being developed Our experiences make us stronger and we support our people in exploring opportunities to develop – ME@CCEP providing possibilities to continually learn, grow in Last year we launched our new people and culture their role and get to where they want to be. strategy. This sets out our common culture and Being rewarded values and defines the experience we want our All our people have a part to play in CCEP’s growth people to have at CCEP. and we recognise, reward and celebrate the great As part of this strategy, we launched Me@CCEP work they do every day. We do this in ways that are to our employees. It is about six beings: simple, transparent and consistent. Being well Being inspired The safety and wellbeing of our people is vitally We strive to be a force for good – for people and for important. We want everyone to feel happy and the planet. We‘re passionate about what we do and healthy, and to work with integrity and respect what we stand for, and our people are empowered so we can all thrive at work and at home. to make a difference. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 21


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Our people continued As part of our sustainability action plan, This is Forward, Share ownership we have a target of ensuring that at least 40% of our Some of our employees take part in incentive management positions (senior management and above) programmes or share ownership schemes that are are held by women by 2025. In 2019, 35.5% of leadership tied to CCEP’s performance, which gives them a direct (A) positions were held by women, up from 35.2% (restated) interest in the Group’s results. in 2018. In GB, we also offer an Employee Share Plan (ESP). CCEP is an equal opportunities employer. We make This offers a tax efficient mechanism for employees decisions about recruitment, promotion, training and to become shareholders through salary sacrifice other employment issues solely on the grounds of arrangements. Around 74% of eligible employees individual ability, achievement, expertise and conduct. took part in the ESP as at 31 December 2019. We don’t discriminate on the basis of gender, gender identity, race, colour, religion, ethnicity, cultural heritage, Plans are currently being prepared to launch a share age, social background, mental or physical ability or purchase plan more broadly across the business. During disability, national origin, sexual orientation or any other 2020, we intend to launch plans that give all our people reason not related to job performance or prohibited across CCEP the opportunity to participate in a share by applicable law. purchase plan. FIND OUT MORE ABOUT INCLUSION AND DIVERSITY AT CCEP ON PAGE 20 Communication Good communication is an essential part of building Training and developing talent a motivated, engaged workforce. We’re committed Across our business, we have a number of training to communicating clearly and transparently with our programmes and systems to support our people and people and their representatives. develop talent at every level of our organisation. These Everyone at CCEP has access to news and information include our Accelerate Performance working sessions, about us in local languages through intranet sites, as well as tools to identify talent and growth potential printed materials and meetings with management. among our people. Our management updates our people on both CCEP’s We have introduced several new training and development overall and local performance through these channels, tools as part of Me@CCEP. These include MyPerformance@ as well as through our published results. CCEP, a mobile and online personal growth app that brings CCEP also meets regularly with European, national and together everything our people need to know about their local works councils and trade unions that represent our objectives, feedback and development in one place. people. When required, we consult with our people and their representatives to discuss proposed measures Remuneration and benefits before making decisions. Along with a regular salary in line with market rates, We encourage constructive and meaningful dialogue benefits are available to all our people. These vary with our people. During consultation, our people according to the employee’s country and level in the representatives have the opportunity to ask questions, organisation. They include medical or dental insurance, share views and propose alternatives to proposals before life insurance, eyecare vouchers, holiday time and leave management takes a final decision. packages to cover sickness, the birth of a child, bereavement or a long-term illness in the family. Depending on the country, level and grade, pension Workplace health and safety plans and share purchase plans are also offered to our We’re committed to providing our people with a safe people. and healthy work environment that safeguards their mental and physical wellbeing. To support this objective, Around two thirds of our employees participate in annual we have a strong health and safety programme that variable remuneration plans. We offer a consistent aims to reduce our incident level to zero. annual bonus plan to around 5,000 people across the organisation (around 20% of the total population). In cases where our people are injured or have other mental or physical health issues during employment with In addition, sales incentives plans are operated for CCEP, we make reasonable adjustments to their duties around 20% of our people and a further 25% participate and working environment to support their recovery and in more local incentive plans. We operate a Long-Term continued employment. Incentive Plan for around 200 people who occupy the (A) We reported 35.6% of women in senior management positions in 2018 based on most senior roles in the business. 759 females and 1,376 males in senior management as at 31 December 2018. Following a project to regrade senior managers, the number of females and READ OUR DIRECTORS’ REMUNERATION REPORT ON PAGE 87 males in senior management as at 31 December 2018 has been restated to 751 females and 1,380 males so that the number of women in senior management has been restated to 35.2%. 22 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
In 2019, our lost time incident rate was 1.07 per 100 full time equivalent employees. Zero fatalities occurred during the year. Further information about our safety performance and incident rates will be available on our website from May 2020. READ THE FULL DETAILS AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON- SOCIETY-OUR-PEOPLE Community support As part of our support for our local communities, we also encourage our people to take part in a wide range of volunteering activities connected to our sustainability commitments, such as litter pick ups, charity sports events or youth mentoring schemes. In 2019, we introduced a new volunteering policy enabling all employees to use two paid working days every year volunteering for a charity or cause of their choice. As a result, our people dedicated 25,839 hours of volunteering time, an increase of 116% since 2018. READ MORE ABOUT OUR SUPPORT FOR OUR LOCAL COMMUNITIES ON PAGE 39 Workforce diversity in 2019  Male   Female Total employees (including part time employees) (A) 20 female and 39 male 74.9% 25.1% directors of subsidiary companies are also included in the workforce diversity figures for leadership. 17,498  5,859 (B) The members of the Executive Leadership Team Board of Directors and their direct reports consist of 29 female and 75 male employees. 76.5% 23.5% 13  4 Leadership (senior management grade including Executive Leadership Team)(A)(B) 64.5% 35.5% 1,489  818 Directors of subsidiary companies(A) 71.4% 28.6% 60  24 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 23


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Operating with integrity We live up to our responsibilities as a business by being accountable, ethical and aware of the risks in everything we do. Corporate governance We hold ourselves accountable to the highest standards of corporate governance and public access to information about CCEP. CCEP has a strong governance framework with a Board of Directors overseeing the interests of all stakeholders. Five committees support the Board. These include the Corporate Social Responsibility (CSR) Committee, which is responsible for overseeing CCEP’s sustainability strategy and all related policy issues and risks, including climate change, and the Audit Committee, which, among other things, oversees enterprise risk management. Management has also established a compliance and risk committee to supervise our ethics and compliance programme. FOR MORE ABOUT OUR CORPORATE GOVERNANCE, SEE PAGES 67-76 FOR DETAILS ABOUT SUSTAINABILITY GOVERNANCE, VISIT WWW.COCACOLAEP.COM/SUSTAINABILITY FOR MORE ABOUT OUR APPROACH TO RISK, SEE PAGES 44-49 Ethics and compliance Our ethics and compliance programme ensures we are conducting our operations in a lawful and ethical manner. The programme is applicable to our people, our officers and our Directors. It also supports how we work with our customers, suppliers and third parties. 24 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Code of Conduct reports by type Number %(A)   Avoiding conflicts of interest 2 2 Creating an inclusive and respectful workplace 25 28 Delivering high quality products 1 1   Integrity of our business records(B) 29 31 Preventing bribery and corruption 1 1   Protecting information 2 2 Respecting global and local laws and customs 1 1 Responsible communications 1 1 Using our assets responsibly – non-financial 16 17 Working in a safe and healthy environment 15 16 Grand total 93 100 Number of employees resigned or dismissed 39 Number of disciplined employees still employed(C) 32 (A) Percentage versus overall reports. (B) Not limited only to our financial records. Business records include records such as payroll, timecards, travel and expense reports, job applications, quality reports, field sales measures, customer agreements, and inventory and sales reports. (C) Some cases involve more than one employee. Code of Conduct Respect for human rights Our Code of Conduct (CoC) ensures that we act with We consider human and workplace rights to be inviolable integrity and accountability in all of our business dealings and fundamental to our sustainability as a business. We are and relationships, in compliance with all applicable laws, committed to ensuring that everyone working throughout regulations and policies. our operations and within our supply chain is treated with dignity and respect. Our principles regarding human rights We expect everyone working at CCEP to adhere to the are set out in our CoC and further detail is provided in our CoC. We also expect all third parties who work on our Human Rights Policy, which is aligned with accepted behalf to act in an ethical manner consistent with our international standards such as the United Nations CoC and to comply with our Supplier Guiding Principles. Guiding Principles on Business and Human Rights. The CoC has been formally adopted in all the territories We have a zero tolerance approach to modern slavery in which we operate, as well as our shared service centres of any kind within our operations and supply chain. This in Bulgaria. All employees are required to undergo CoC includes all forms of forced labour and any form of human training, and this is part of the induction process for new trafficking. In 2017, we published our first Modern Slavery employees. Training on specific topics related to their Statement, and continue to update this annually. roles is also provided where needed. All people managers receive a CoC guide that addresses their responsibilities. In October 2018, we conducted our first internal human This includes a matrix to help with decision making and rights workshop with participation from senior managers guidance on situations such as bullying and harassment. across our business, including support and engagement from our leadership team. In 2019, we conducted an Preventing bribery and corruption internal Human Rights Risk Assessment, involving some We aim to prevent all forms of bribery and corruption of our senior leaders. We also sought input and advice in our business dealings. Our CoC sets out our principles from key external stakeholders, including UN OHCHR, and standards to prevent bribery and corruption, Institute of Employers, KnowTheChain and many including conflicts of interest and the exchange of gifts industry peers. and entertainment. In 2019, we launched our Anti-bribery, We identified nine key areas as posing the greatest Gifts and Entertainment Policy and our Conflicts of risk to people in our own operations and across our Interest Policy, applicable to all employees, following value chain. We have initially focused on the first four consultation with works councils in each of the countries priority issues to ensure full compliance and that in which we operate. This is accompanied by mandatory action is taken: health, safety and security; equality training for a targeted audience. and non-discrimination; working hours; and migrant and temporary workers. We will develop actions for the SEE THE COC AT WWW.CCEPCOKE.ONLINE/CODE-OF-CONDUCT-POLICY remaining issues in 2020: freedom of association; right to privacy and data protection; forced labour; and wages. Raising concerns All procurement managers who interact with suppliers are Any employee who wishes to raise concerns about given training on the Supplier Guiding Principles (SGPs) wrongdoing at CCEP can do so in a number of different and Sustainable Agriculture Guiding Principles (SAGPs), ways, including contacting a line manager or through as well as on Human Rights, as part of their induction. our dedicated Speak Up channels. When any employee voices concerns in relation to the CoC, CCEP will On Human Rights Day in December 2019, we promptly and appropriately conduct an investigation. communicated our progress on this issue to our people and stakeholders. FOR MORE DETAIL, SEE OUR AUDIT COMMITTEE REPORT ON PAGES 81-86 MORE INFORMATION ABOUT OUR APPROACH TO ADDRESSING HUMAN RIGHTS CAN BE FOUND ON WWW.COCACOLAEP.COM/SUSTAINABILITY/HUMAN-RIGHTS Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 25


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Business and financial review Our business CCEP is the world’s largest independent Coca-Cola bottler by revenue, operating in 13 countries in Western Europe and employing around 23,300 people. We are proud of our strong heritage in Western Europe, and as CCEP we have established a solid track record of performance and a platform for profitable growth through our combined experience, scale and reach. We continue to enhance our position as a leader in one of the largest consumer goods sectors in some of Europe’s most significant markets. Note regarding the presentation of non-GAAP financial information We use certain alternative performance measures (non-GAAP performance measures) to make financial, operating and planning decisions and to evaluate and report performance. We believe these measures provide useful information to investors and as such, where clearly identified, we have included certain alternative performance measures in this document to allow investors to better analyse our business performance and allow for greater comparability. To do so, we have excluded items affecting the comparability of period over period financial performance as described below. The alternative performance measures included herein should be read in conjunction with and do not replace the directly reconcilable GAAP measure. For purposes of this document, the following terms are defined: ‘‘As reported’’ are results extracted from our consolidated financial statements. ‘‘Comparable’’ is defined as results excluding items impacting comparability, such as restructuring charges, out of period mark-to-market impact of hedges and net tax items relating to rate and law changes. Comparable volume is also adjusted for selling days. ‘‘Fx-neutral’’ is defined as comparable results excluding the impact of foreign exchange rate changes. Foreign exchange impact is calculated by recasting current year results at prior year exchange rates. ‘‘Capex’’ or “Capital expenditures’’ is defined as purchases of property, plant and equipment and capitalised software, plus payments of principal on lease obligations, less proceeds from disposals of property, plant and equipment. Capex is used as a measure to ensure that cash spending on capital investment is in line with the Group’s overall strategy for the use of cash. ‘‘Free cash flow’’ is defined as net cash flows from operating activities less capital expenditures (as defined above) and interest paid. Free cash flow is used as a measure of the Group’s cash generation from operating activities, taking into account investments in property, plant and equipment and non-discretionary lease and interest payments. Free cash flow is not intended to represent residual cash flow available for discretionary expenditures. ‘‘Adjusted EBITDA’’ is calculated as Earnings Before Interest, Tax, Depreciation and Amortisation (EBITDA), after adding back items impacting the comparability of year over year financial performance. Adjusted EBITDA does not reflect cash expenditures, or future requirements for capital expenditures or contractual commitments. Further, adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs, and although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised are likely to be replaced in the future and adjusted EBITDA does not reflect cash requirements for such replacements. ‘‘Net debt’’ is defined as the net of cash and cash equivalents less currency adjusted borrowing. We believe that reporting net debt is useful as it reflects a metric used by the Group to assess cash management and leverage. In addition, the ratio of net debt to adjusted EBITDA is used by investors, analysts and credit rating agencies to analyse our operating performance in the context of targeted financial leverage. ‘‘ROIC’’ is defined as comparable operating profit after tax divided by the average of opening and closing invested capital for the year. Invested capital is calculated as the addition of borrowings and equity less cash and cash equivalents. ROIC is used as a measure of capital efficiency and reflects how well the Group generates comparable operating profit relative to the capital invested in the business. ‘‘Dividend payout ratio’’ is defined as dividends as a proportion of comparable profit after tax. 26 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 27


 
Additionally, within this report, we provide certain forward-looking non-GAAP financial Information, which management uses for planning and measuring performance. We are not able to reconcile forward-looking non-GAAP measures to reported measures without unreasonable efforts because it is not possible to predict with a reasonable degree of certainty the actual impact or exact timing of items that may impact comparability throughout the year. Unless otherwise stated, percent amounts are rounded to the nearest 0.5%. Year ended 31 December 2019 € million % change vs prior year Key financial measures(A) Unaudited, fx impact calculated by recasting current year results Comparable at prior year rates As reported Comparable Fx impact As reported Comparable Fx impact fx-neutral Revenue 12,017 12,017 (9) 4.5% 4.5% —% 4.5% Cost of sales 7,424 7,423 (6) 5.0% 5.5% —% 5.5% Operating expenses 3,045 2,918 (1) (3.5)% 0.5% —% 0.5% Operating profit 1,548 1,676 (1) 19.0% 6.0% —% 6.0% Profit after taxes 1,090 1,185 (1) 20.0% 6.0% —% 6.0% Diluted earnings per share (€) 2.32 2.53 — 24.5% 10.0% —% 10.0% (A) See Supplementary financial information – income statement section for reconciliation of As reported to Comparable financial information. Financial highlights • Reported revenue totalled €12.0 billion, up 4.5% versus prior year, on both a reported and fx-neutral basis. • Volume increased 1.0% while revenue per unit case increased 3.0%, including approximately 1.0% from the impact of incremental soft drinks taxes. • Reported operating profit was €1.5 billion, up 19.0%. Comparable operating profit was €1.7 billion, up 6.0%. • Reported diluted earnings per share were €2.32 or €2.53 on a comparable and fx-neutral basis, up 10.0%. • Net cash flows from operating activities were €1.9 billion. Full year free cash flow* was €1.1 billion. * Refer to Liquidity and capital management section for a reconciliation between net cash flows from operating activities and free cash flow. Operational review In 2019, our business delivered another solid year of results, demonstrating continued focus on driving profitable revenue growth through managing price and mix across our portfolio, strong in market execution and a step up in innovation. We are continuing our journey to build an organisation based on three pillars: great people, great service and great beverages, and our strong team of talented and engaged people has delivered the successful completion of our 2016 Merger commitments. Reported operating profit totalled €1.5 billion, up 19.0% versus the prior year. Comparable operating profit was €1.7 billion, up 6.0% on a comparable basis. Full year 2019 diluted earnings per share was €2.32 on a reported basis, or €2.53 on a comparable basis. Volumes were up 1.0% this year reflecting effective execution in our markets and innovation led growth, while cycling by strong volumes in the second half of last year. Revenue per unit case growth benefited from favourable price and package mix. This resulted in revenue growth on a comparable and fx-neutral basis which, along with the realisation of our post-Merger synergy benefits, led to further comparable operating profit growth during the year. Revenue Revenue totalled €12.0 billion, up 4.5% versus prior year, both on a reported and fx-neutral basis. Revenue per unit case grew 3.0% in 2019, on a comparable and fx-neutral basis, benefiting approximately 1.0% from the impact of incremental soft drinks taxes. Revenue Year ended In millions of €, except per case data which is calculated prior to rounding. Fx impact calculated by recasting current year results at prior year rates. 31 December 2019 31 December 2018 % change As reported 12,017 11,518 4.5% Adjust: Total items impacting comparability — — —% Comparable(A) 12,017 11,518 4.5% Adjust: Impact of fx changes 9 n/a —% Comparable and fx-neutral 12,026 11,518 4.5% Revenue per unit case(A) 4.77 4.62 3.0% (A) The change in revenue and revenue per unit case includes the impact of 1.0% for the year ended 31 December 2019, related to incremental soft drinks taxes introduced during 2018 in Great Britain and France. Revenue per unit case growth benefited from favourable price and package mix during the year. 26 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 27


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Business and financial review continued Year ended 31 December 2019 31 December 2018 Revenue Revenue by geography % of total % of total % change Iberia (Spain, Portugal and Andorra) 23.0% 23.0% 4.5% Germany 20.5% 20.5% 4.0% Great Britain 20.0% 20.0% 6.0% France (France and Monaco) 16.0% 15.5% 7.0% Belgium/Luxembourg 8.5% 8.5% 2.0% Netherlands 5.0% 5.0% 4.0% Norway 3.5% 3.5% (0.5)% Sweden 3.0% 3.0% 0.5% Iceland 0.5% 1.0% (6.5)% Total 100.0% 100.0% 4.5% On a territory basis in 2019, reported revenue in Iberia was up 4.5% versus 2018. This was driven mainly by volume growth resulting from improving market and weather trends, further supported by solid execution in the away from home channel in Portugal. From a brand perspective, the growth led by Cola-Cola trademark, Monster, Aquarius and Appletiser was partly offset by a decline in our water brand, Aquabona, due to pricing initiatives. Additionally, revenue per case growth was supported by improved price and channel mix. Reported revenue in Germany was up 4.0% versus 2018. This was driven mainly by volume growth in Coca-Cola Zero Sugar, Monster and Fuze Tea, partially offset by strong volumes in the second half of 2018 and a decline in our water brands, Apollinaris and ViO. Additionally, revenue per case growth was supported by positive price and package mix, including strong growth in energy, 3.5% growth in small glass(A) and more effective promotions in water. Reported revenue in Great Britain was up 6.0% versus 2018. This includes the impact of approximately 3.0% relating to incremental soft drinks taxes introduced in 2018, as well as approximately 1.0% impact from foreign exchange translation. The additional increases in revenue were driven mainly by volume growth in Coca-Cola Zero Sugar, Fanta and Monster, partially offset by strong volumes in the second half of 2018 and softer market conditions in the fourth quarter of 2019. Additionally, revenue per case growth was supported by positive package, category and channel mix, including small cans(A) growth of 15.5% and strong performance of the away from home channel partly due to new customer wins. Reported revenue in France was up 7.0% versus 2018. This includes the impact of approximately 2.5% relating to incremental soft drinks taxes introduced in 2018. The increase in revenue was mainly driven by volume growth following the resolution of a significant customer dispute in 2018, as well as solid growth in Coca-Cola Zero Sugar, Fuze Tea, Monster and Tropico, partially offset by challenging market conditions, particularly in the home channel. Additionally, revenue per case growth was supported by positive package mix from continued volume growth in priority small packs(B). Reported revenue in the Northern European territories (Belgium, Luxembourg, the Netherlands, Norway, Sweden and Iceland) was up 1.5% versus 2018. The increase in revenue was mainly driven by the Netherlands (up 4.0%) and Belgium/Luxembourg (up 2.0%). Volumes were led by Coca-Cola Zero Sugar, Monster, Fuze Tea and Tropico, partially offset by strong volumes in the second half of 2018. Additionally, revenue per case growth was supported by positive price and priority small packs(B) volume growth. (A) Small glass = glass < 1 litre; small cans = cans <33cl. (B) PET and glass < 1 litre; cans <33cl. Comparable volume – selling day shift Year ended In millions of unit cases, prior period volume recast using current year selling days(A) 31 December 2019 31 December 2018 % change Volume 2,521 2,493 1.0% Impact of selling day shift n/a — n/a Comparable volume – selling day shift adjusted 2,521 2,493 1.0% (A) A unit case equals approximately 5.678 litres or 24 eight ounce servings, a typical volume measure used in our industry. Volumes were up 1.0% in 2019 reflecting effective execution in our markets and innovation led growth, partially offset by strong volumes in the second half of 2018. 28 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 29


 
Year ended Comparable volume by brand category 31 December 2019 31 December 2018 Volume Adjusted for selling day shift % of total % of total % change Sparkling 86.0% 85.5% 1.5% Coca-Cola trademark 63.5% 63.0% 1.5% Flavours, mixers and energy 22.5% 22.5% 1.0% Stills 14.0% 14.5% (0.5)% Hydration 8.5% 7.0% (3.0)% RTD teas, RTD coffees, juices and other drinks 5.5% 7.5% 4.0% Total 100.0% 100.0% 1.0% On a brand category basis in 2019, Coca-Cola trademark volume increased by 1.5% versus 2018. Coca-Cola Classic volume was down 1.0%, with growth in Iberia and France offset by higher weather driven volumes in the second half of 2018 and the incremental soft drinks tax impact in the first half of 2018. Lights were up 5.5% with strong growth across all markets driven by Zero Sugar (up 13.0%) and new flavours across both ranges. Flavours, mixers and energy volume increased by 1.0% versus 2018. This mainly reflects 0.5% growth in Fanta volume led by higher distribution of Fanta Zero and new flavours (for example, Grape Zero) as well as effective Halloween marketing activity. Energy volumes were up 16.0% with strong performance of the Monster Mango Loco and Ultra ranges. Appletiser volume growth (up 53.5%) was driven by the launch in Iberia and solid growth in Great Britain. Schweppes volume in Great Britain increased by 2.0% while Royal Bliss grew 15.5% in Spain driven by distribution gains. Coca-Cola Energy is now available in all markets. Hydration volume decreased by 3.0% versus 2018. This mainly reflects higher weather driven volumes in the second half of 2018 and fewer low value promotional activities in 2019, only partly offset by the growth of Aquarius in Iberia and Powerade in France and Germany. RTD teas, RTD coffees, juices and other drinks volume increased by 4.0% versus 2018. This mainly reflects increased share gains in the RTD tea category. Fuze Tea is now the number one RTD tea brand in Germany, and Honest Tea continues to gain distribution. Tropico doubled its category share in France since we began distribution and we have seen positive early results from the expansion in Belgium. Costa Coffee RTD volume is reflecting growing distribution in Great Britain. Additionally, Monster Espresso performed well and we launched salted caramel flavour in Great Britain in the fourth quarter of 2019. Cost of sales Reported cost of sales was €7,424 million, up 5.0% versus 2018. Comparable cost of sales was €7,423 million, up 5.5% on both a comparable and fx-neutral basis versus 2018. Cost of sales per unit case increased by 4.5% on a comparable and fx-neutral basis. This reflects the impact of the incremental soft drinks taxes introduced during 2018 in Great Britain and France, brand and package mix, higher co-packing costs due to innovation, and also higher concentrate costs through the incidence pricing model given increased revenue per unit case growth. Cost of sales Year ended In millions of €, except per case data which is calculated prior to rounding. Fx impact calculated by recasting current year results at prior year rates. 31 December 2019 31 December 2018 % change As reported 7,424 7,060 5.0% Adjust: total items impacting comparability(A) (1) (31) 0.5% Comparable(B) 7,423 7,029 5.5% Adjust: impact of fx changes 6 n/a —% Comparable and fx-neutral 7,429 7,029 5.5% Cost of sales per unit case(B) 2.95 2.82 4.5% (A) See Supplementary financial information – income statement. (B) The change in cost of sales and cost of sales per unit case includes the impact of 1.5% for the year ended 31 December 2019 related to incremental soft drinks taxes introduced during 2018 in Great Britain and France. Operating expenses Reported operating expenses were €3,045 million, down 3.5%, or €113 million, versus 2018. This includes restructuring expenses, which have decreased by €120 million, from €250 million in 2018 to €130 million in 2019. Further detail relating to our restructuring charges is provided below. Comparable operating expenses were €2,918 million, up 0.5%, or €11 million, versus 2018. This reflects our continued spend for the future, such as expanding our field sales teams, offset by synergy benefits and a continued focus on managing expenses. 28 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 29


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Business and financial review continued Operating expenses Year ended In millions of € fx impact calculated by recasting current year results at prior year rates 31 December 2019 31 December 2018 % Change As reported 3,045 3,158 (3.5)% Adjust: total items impacting comparability(A) (127) (251) 4.0% Comparable 2,918 2,907 0.5% Adjust: impact of fx changes 1 n/a —% Comparable and fx-neutral 2,919 2,907 0.5% (A) See Supplementary financial information – income statement. Restructuring During 2019, we recognised restructuring charges across the Group of €130 million. These charges were principally related to the transformation of our cold drink operations, commercial and supply chain restructuring initiatives in Germany, and logistics transformation activities in Northern Europe territories. The transformation of our cold drink operations is aimed at delivering a modern, differentiated and versatile equipment fleet to optimise net cooler placements through our markets, including the introduction of a more cost effective cooler. Charges in the year include €47 million related to the accelerated depreciation of our aged cold drink equipment assets. The commercial and supply chain restructuring initiatives in Germany relate to a reorganisation of our full service vending business and a redundancy programme across both commercial and supply chain functions designed to increase operational productivity. The restructuring charges incurred in 2019 related to these initiatives were approximately €24 million, primarily made up of severance costs. We also incurred approximately €10 million of severance related restructuring charges in connection with transformation activities across our logistics operations in Belgium. Return on invested capital ROIC is used as a measure of capital efficiency and reflects how well the Group generates comparable operating profit relative to the capital invested in the business. For the year ended 31 December 2019, ROIC increased by 40 basis points, to 10.3%, versus 2018, driven by comparable operating profit growth, the completion of our 2018 share buyback programme and an increase in our dividend payments during 2019, offset by a net increase in our borrowings during the year and the impact of adopting IFRS 16. ROIC Year ended In millions of € 31 December 2019 31 December 2018 Comparable operating profit(A) 1,676 1,582 Taxes(B) (421) (391) Comparable operating profit after tax 1,255 1,191 Opening borrowings less cash and cash equivalents(C) 5,631 5,388 Opening equity 6,564 6,685 Opening invested capital 12,195 12,073 Closing borrowings less cash and cash equivalents 6,105 5,309 Closing equity 6,156 6,564 Closing invested capital 12,261 11,873 Average invested capital 12,228 11,973 ROIC(D) 10.3% 9.9% (A) Reconciliation from reported operating profit to comparable operating profit is included in the Supplementary financial information – income statement. (B) Tax rate used is the comparable effective tax rate for the year. (C) As a result of the adoption of IFRS 16 on 1 January 2019, lease obligations previously classified as operating leases were included in borrowings. As at 1 January 2019, opening borrowings less cash and cash equivalents increased by €322 million to €5,631 million, as compared to the closing balance as at 31 December 2018 of €5,309 million. The closing position as at 31 December 2018 included only finance lease obligations of €75 million. See Note 2 of the consolidated financial statements for further information relating to our adoption of IFRS 16. (D) As a result of the adoption of IFRS 16 there was a reduction in ROIC of approximately 25 basis points. 30 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 31


 
Liquidity and capital management Liquidity Liquidity risk is actively managed to ensure we have sufficient funds to satisfy our commitments as they fall due. Our sources of capital include, but are not limited to, cash flows from operating activities, public and private issuances of debt securities and bank borrowings. We believe our operating cash flow, cash on hand and available short-term and long-term capital resources are sufficient to fund our working capital requirements, scheduled borrowing payments, interest payments, capital expenditures, benefit plan contributions, income tax obligations and dividends to shareholders. Counterparties and instruments used to hold cash and cash equivalents are continuously assessed, with a focus on preservation of capital and liquidity. The Group has amounts available for borrowing under a €1.5 billion multi currency credit facility with a syndicate of 10 banks. This credit facility matures in 2024 and is for general corporate purposes and supporting the Group’s working capital needs. Based on information currently available, there is no indication that the financial institutions participating in this facility would be unable to fulfil their commitments to the Group as at the date of this report. The Group’s current credit facility contains no financial covenants that would impact its liquidity or access to capital. As at 31 December 2019, the Group had no amounts drawn under this credit facility. Net cash flows from operating activities were €1,904 million in 2019, an increase of 5.0%, or €98 million, from €1,806 million in 2018. These cash flows were primarily generated from our operations and included a VAT refund of €126 million relating to the ongoing dispute with the Spanish tax authorities and the regional tax authorities of Bizkaia (Basque Region), offset by restructuring cash outflows of €147 million. In addition, in connection with the adoption of IFRS 16, €128 million of payments relating to lease obligations were classified outside operating activities in 2019. See Note 2 of the consolidated financial statements for further information relating to our adoption of IFRS 16. We continue to invest significantly in our capital expenditure programmes to improve the operating capacity of our business, demonstrated by €602 million of spend during 2019 on purchases of property, plant and equipment and capitalised software as part of our business capability programme. This compares to €600 million in 2018. Following from the items outlined above, free cash flow generation for the year was €1,099 million, in line with 2018 of €1,111 million. Free cash flow Year ended In millions of € 31 December 2019 31 December 2018 Net cash flows from operating activities 1,904 1,806 Less: purchases of property, plant and equipment (506) (525) Less: purchases of capitalised software (96) (75) Less: interest paid, net (86) (81) Add: proceeds from sales of property, plant and equipment 11 4 Less: payments of principal on lease obligations(A) (128) (18) Free cash flow 1,099 1,111 (A) As a result of the adoption of IFRS 16 on 1 January 2019, the majority of the Group’s lease obligations are now presented on the balance sheet as right of use (ROU) assets within property, plant and equipment. Cash outflows relating to operating leases had previously been presented in net cash flows from operating activities and, from 1 January 2019, these equivalent cash flows are now included as cash flows from financing activities. During the year ended 31 December 2019, total cash outflows from payments of principal on lease obligations were €128 million. Our lease obligations are operating in nature and so we believe it is appropriate to include the related cash outflows in our free cash flow measure. The Group has thus elected to amend its definition of free cash flow and now includes cash outflows from lease obligations. This change is commensurate with the overall objective of the non-GAAP measure, being a measure of the Group’s cash generation from operating activities and taking into account our investing activities and non-discretionary interest payments. In 2018, while our operating lease cash flows were presented as operating cash flows, our finance lease cash flows were included within financing activities and not adjusted for within free cash flow. In amending our free cash flow definition in 2019, our free cash flow for the comparative 2018 period has been adjusted by €18 million, to €1,111 million. In 2019, and excluding the effects of adopting IFRS 16 described above, total borrowings increased by €491 million. This was driven by new issue proceeds of €1,089 million from the issuance of €493 million 1.125% notes due 2029, €495 million 0.7% notes due 2031 and €101 million net issuances of short-term borrowings, offset by repayments on debt in the period of €625 million. Capital management The primary objective of our capital management strategy is to ensure strong ratings and to maintain appropriate capital ratios to support our business and maximise shareholder value. Our credit ratings are periodically reviewed by rating agencies and currently our long-term ratings continue to be investment grade with a stable outlook. Changes in the operating results, cash flows or financial position could impact the ratings assigned by ratings agencies. We regularly assess debt and equity capital levels against our stated policy for capital structure. Our capital structure is managed and, as appropriate, adjusted in light of changes in economic conditions and our financial policy. 30 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 31


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Business and financial review continued Net debt As at Credit ratings In millions of € 31 December 2019 31 December 2018 As of 13 March 2020 Moody’s Standard & Poor’s Total borrowings(A) 6,421 5,618 Long-term rating A3 BBB+ Add: fx impact of non-euro borrowings 6 24 Outlook Stable Stable Adjusted total borrowings 6,427 5,642 Note: Our credit ratings can be materially influenced by a number of factors including, but not limited to, Less: cash and cash equivalents (316) (309) acquisitions, investment decisions and working capital Net debt 6,111 5,333 management activities of TCCC and/or changes in the credit rating of TCCC. A credit rating is not a (A) As a result of the adoption of IFRS 16 on 1 January 2019, borrowings now include the recommendation to buy, sell or hold securities and majority of the Group’s leasing obligations. As at 31 December 2019, lease obligations may be subject to revision or withdrawal at any time. included within total borrowings totalled €387 million. For the comparative period, only finance lease obligations of €75 million were included within total borrowings. The ratio of net debt to adjusted EBITDA is used by investors, analysts and credit rating agencies to analyse our operating performance in the context of targeted financial leverage, and so we provide a reconciliation of this measure. Net debt enables investors to see the economic effect of total borrowings, related foreign exchange impact and cash and cash equivalents in total. Adjusted EBITDA is calculated as EBITDA after adding back items impacting the comparability of year over year financial performance. Adjusted EBITDA does not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments. Further, adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs and, although depreciation and amortisation are non-cash charges, the assets being depreciated and amortised are likely to be replaced in the future and adjusted EBITDA does not reflect cash requirements for such replacements. Net debt to adjusted EBITDA Adjusted EBITDA Year ended In millions of € 31 December 2019 31 December 2018 Reported profit after tax 1,090 909 Taxes 364 296 Finance costs, net 96 93 Non-operating items (2) 2 Reported operating profit 1,548 1,300 Depreciation and amortisation(A) 639 512 Reported EBITDA 2 ,187 1,812 Items impacting comparability: Mark-to-market effects(B) (2) 8 Restructuring charges(C) 92 259 Adjusted EBITDA 2,277 2,079 Net debt to EBITDA 2.79 2.94 Net debt to adjusted EBITDA 2.68 2.57 (A) Depreciation in 2019 includes the effects relating to the adoption of IFRS 16 on 1 January 2019. For the year ended 31 December 2019, depreciation related to ROU assets capitalised under IFRS 16 was €124 million. (B) Amounts represent the net out of period mark-to-market impact of non-designated commodity hedges. (C) Amounts represent restructuring charges related to business transformation activities, excluding accelerated depreciation included in the depreciation and amortisation line. 32 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 33


 
Dividends In line with our commitments to deliver long-term value to shareholders, in April and October 2019, the Board declared interim dividends of €0.62 per share, an increase of 17% versus 2018. For the year ended 31 December 2019, dividend payments totalled €574 million (2018: €513 million). Share buyback In 2019, we repurchased €1.0 billion of Shares, completing the €1.5 billion share buyback programme announced in September 2018. On 13 February 2020, we announced our intention to commence a new €1 billion share buyback programme, in accordance with the general authority to repurchase Shares granted by shareholders at the Company’s AGM in 2019, and subject to further shareholder approval at the AGM in 2020. The value of the programme may be adjusted depending on economic, operating, or other factors, including acquisition opportunities. Supplementary financial information – income statement The following provides a summary reconciliation of CCEP’s reported and comparable results for the full years ended 31 December 2019 and 31 December 2018: Full year 2019 As reported Items impacting comparability Comparable Unaudited, in millions of € except per Mark-to- share data which is calculated prior market Restructuring Net tax to rounding CCEP effects(A) charges(B) items(F) CCEP Revenue 12,017 — — — 12,017 Cost of sales 7,424 (1) — — 7,423 Gross profit 4,593 1 — — 4,594 Operating expenses 3,045 3 (130) — 2,918 Operating profit 1,548 (2) 130 — 1,676 Total finance costs, net 96 — — — 96 Non-operating items (2) — — — (2) Profit before taxes 1,454 (2) 130 — 1,582 Taxes 364 (1) 36 (2) 397 Profit after taxes 1,090 (1) 94 2 1,185 Diluted earnings per share (€) 2.32 — 0.21 — 2.53 Diluted weighted average Shares outstanding 469 Full year 2018 As reported Items impacting comparability Comparable Unaudited, in millions of € except per Mark-to- share data which is calculated prior market Restructuring Net tax to rounding CCEP effects(A) charges(B) items(F) CCEP Revenue 11,518 — — — 11,518 Cost of sales 7,060 (7) (24) — 7,029 Gross profit 4,458 7 24 — 4,489 Operating expenses 3,158 (1) (250) — 2,907 Operating profit 1,300 8 274 — 1,582 Total finance costs, net 93 — — — 93 Non-operating items 2 — — — 2 Profit before taxes 1,205 8 274 — 1,487 Taxes 296 1 68 2 367 Profit after taxes 909 7 206 (2) 1,120 Diluted earnings per share (€) 1.86 0.02 0.42 — 2.30 Diluted weighted average Shares outstanding 488 (A) Amounts represent the net out of period mark-to-market impact of non-designated commodity hedges. (B) Amounts represent restructuring charges related to business transformation activities. (C) Amounts include the deferred tax impact related to income tax rate and law changes. The amount in 2018 includes the net book tax impact of US tax reform and the related simplification of our debt and capital structure. 32 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 33


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Sustainability ACTION ON We are taking action on sustainability by using our business and brands to build a better future. For people. For the planet. We believe that business success and sustainability go We have a separate Corporate Social hand in hand. We want to grow our business in a way that Responsibility Committee of the Board, which manages our social and environmental impacts responsibly monitors progress against our sustainability agenda, and makes our people and our stakeholders proud. reflecting the importance we place on sustainability. We are doing this through our Group wide sustainability   READ MORE IN OUR CORPORATE GOVERNANCE REPORT ON PAGES 67-76 action plan – This is Forward. Created with TCCC, and developed through continuous consultation with our stakeholders, including customers, NGOs and suppliers, across all our territories, the plan places sustainability at the heart of our business strategy. Through This is Forward, we are taking action on six key social and environmental areas where we know we have significant impact, and which our stakeholders want us to prioritise. In each of these areas we have made a number of commitments which align with the targets underpinning the UN Sustainable Development Goals (SDGs). Together, they provide a clear direction of how we intend to work with partners across our value chain to build a better future – for our business, for people and for the planet. There is no going back. This is Forward.   FIND OUT MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY 34 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
 DRINKS  PACKAGING  SOCIETY WE’LL BE A TOTAL BEVERAGE COMPANY, WE’LL COLLECT ALL OF OUR PACKAGING SO WE’LL BE A FORCE FOR GOOD BY CHAMPIONING OFFERING CONSUMERS AN EVEN GREATER THAT NONE OF IT ENDS UP AS LITTER OR IN INCLUSION AND ECONOMIC DEVELOPMENT IN CHOICE OF DRINKS WITH REDUCED SUGAR. THE OCEANS. SOCIETY — WITH OUR EMPLOYEES AND OUR We’ll reduce the sugar in our soft We’ll make sure that 100% of our COMMUNITIES. drinks by 10% between 2015 and primary packaging is recyclable We’ll foster a diverse and inclusive 2020, and that’s in addition to the or reusable. culture in our business and make sure 5% reduction achieved in the We’ll work with local and national that women hold at least 40% of our previous five years.(A) partners to collect 100% of our management positions. We’ll aim for 50% of our sales to come packaging in Western Europe, We’ll expand the contribution (B) from low or no calorie drinks. including support for well designed we make to society by increasing deposit return schemes where a We’ll continuously evolve our recipes our employee volunteering and proven alternative does not exist.(C) and portfolio to offer a greater supporting local community choice of drinks. We’ll remove all unnecessary or hard partnerships. to recycle packaging from our We’ll make it easier for consumers We’ll support initiatives which portfolio.(C) to cut down on sugar with help young people gain the straightforward product information We’ll make sure that at least 50% employability, skills and confidence and smaller pack sizes. of the material we use for our PET they need to succeed. bottles comes from recycled plastic We’ll make sure we don’t advertise to (rPET) by 2023 and we’ll aim to reach children under 12 and that our sales 100% recycled or renewable plastic and marketing practices evolve in in the future.(C) line with external expectations. We’ll use the reach of our brands to inspire everyone to recycle. We’ll lead the way in pioneering sustainable packaging – including renewable materials and smart new ways to reduce packaging waste.  WATER  CLIMATE  SUPPLY CHAIN WE’LL HANDLE WATER WITH THE CARE IT WE’LL HALVE OUR DIRECT CARBON WE’LL SOURCE OUR MAIN INGREDIENTS DESERVES ACROSS OUR BUSINESS AND OUR EMISSIONS AND PURCHASE 100% AND RAW MATERIALS SUSTAINABLY VALUE CHAIN. RENEWABLE ELECTRICITY. AND RESPONSIBLY. We’ll protect the sustainability We’ll cut greenhouse gas emissions We’ll make sure 100% of our main of the water sources we use for from our core business by 50%.(E) agricultural ingredients and raw future generations. materials come from sustainable We’ll cut greenhouse gas emissions sources by 2020. We’ll reduce the water we use by 35% across our entire value chain. in manufacturing by 20% – and address We’ll continue to embed We’ll purchase 100% renewable water impacts in our supply chain.(D) sustainability, ethics and human electricity by 2020. rights into our supply chain.(F) We’ll replenish 100% of the water we use in areas of water stress. Baseline is 2010 and target date is 2025 unless otherwise stated (A) Sparkling soft drinks and non-carbonated soft drinks only. Does not include water or juice. This commitment is for CCEP and TCCC WEBU. Baseline is 2010 and includes historical, consolidated data for Coca-Cola Enterprises, Coca-Cola Iberian Partners, S.A. and Coca-Cola Erfrischungsgetränke AG that was recalculated after the Merger. (B) Total CCEP sales. Does not include coffee, alcohol, beer or freestyle. Low-calorie beverages< _20kcal/100ml. Zero calorie beverages <4kcal/100ml. (C) 2019 enhanced Action on packaging commitments. (D) Water use ratio, litres of water per litre of finished product produced. (E) Absolute carbon reduction target, irrespective of business growth. Core business operations includes manufacturing, cold drink equipment and transportation. (F) We’ll do this through our global Supplier Guiding Principles and Human Rights Policies. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 35


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Action on drinks 03 CCEP COMMITMENT TO SDGs Too much sugar isn’t good for anyone. By evolving our portfolio, 03 > GOOD HEALTH AND WELLBEING we’re helping consumers manage the amount of sugar they consume and make more informed choices about their diets. Our strategy To ensure that 50% of our sales come from low and no calorie drinks by 2025, we also continue to increase Today, people are looking for a broader variety of drink investments in marketing to raise consumer awareness options, including low and no calorie drinks, to fit a of our range of new reduced sugar drinks. greater range of moments and occasions. Working with TCCC and other franchisors, we’re evolving our business In 2019, to diversify our portfolio and to offer consumers in line with these changes. a greater choice of drinks, we expanded our presence in the dynamic energy drink category with Coke Energy. We’re rethinking many of our recipes to reduce sugar This complements our existing Monster range of energy across our brands. At the same time we’re expanding drinks, which we expanded further with the launch of our portfolio to include many other types of drinks like Monster Reign, a range of performance energy drinks RTD teas and coffees, juices and purified water. We’re with zero calories. In France and Belgium we launched committed to ensuring that 50% of our sales come from Tropico, a newly acquired still juice brand. low and no calorie drinks by 2025. To help consumers make informed choices, we’re We’re also making it easier for consumers to cut down on committed to providing clear nutrition information sugar by providing straightforward product information, about our drinks. We support schemes that promote and by making smaller and more convenient pack sizes a consistent approach to labelling across markets and more readily available. align with EU legislation, and we’re encouraged to see We’re shifting our marketing spend to make people growing support for colour based interpretive labelling more aware of our low and no sugar options, while across the EU. We are closely monitoring developments continuing to ensure we never advertise to children related to the EU-led process underway for front of under 12. pack nutrition labelling. We are also making smaller and more convenient pack Our actions sizes more readily available, with increased activation We’re continuing to make progress in reducing sugar focus in all our territories. across our portfolio through portfolio innovation To ensure we do not market to children under 12, and reformulation, launching 169 low and no calorie we inform and train our sales and marketing teams drinks to the market in 2019. These included Aquarius with clear operational guidelines to meet our Hydration, a functional water drink launched in France, external commitments. GB, Germany and Sweden that couples simple hydration with essential mineral intake. We also reformulated our READ MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-DRINKS Capri-Sun Tropical, Multivitamin and Orange range in France. In Belgium we introduced Chaudfontaine Sensation, a low-calorie water flavoured with fruit juice. Our progress 2019 2018 Reduction in average sugar per litre in our soft drinks portfolio since 2015 12.9% 11.1% WE CONSTANTLY STRIVE TO OFFER THE BEST Reduction in average sugar per litre in PRODUCTS TO OUR SHOPPERS, WITH A WIDE RANGE our soft drinks portfolio since 2010 17.6% 15.8% OF CHOICE. WITH THE INCREASING DEMAND FOR LOW AND NO CALORIE BEVERAGES, WE SEE CCEP Products sold that are low or no calorie 46% 45% “HAS BEEN LEADING THE WAY BY CONTINUOUSLY INTRODUCING GREAT TASTING DRINKS THAT MEET OUR CONSUMER NEEDS.” Roderick Rasquin – Lead Category manager Albert Heijn – The Netherlands 36 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Action on packaging 14 CCEP COMMITMENT TO SDGs 12 The world has a major packaging waste problem. We’re taking 12 > RESPONSIBLE CONSUMPTION action to ensure that we collect 100% of our packaging so that AND PRODUCTION none of it ends up as litter or in the oceans. 14 > LIFE BELOW WATER Our strategy that we would replace hard to recycle shrink wrap with 100% recyclable cardboard packaging for multi pack We’re committed to leading the way towards a circular cans. This will remove around 4,000 tonnes of single use economy where 100% of our packaging is collected, plastic per year across our territories. We also changed reused or recycled. At CCEP we see this as one of our the colour of our plastic Sprite bottles from green to most urgent sustainability priorities, and in 2019 we clear, making them easier to recycle bottle to bottle. announced enhanced packaging targets to accelerate delivery, together with TCCC. During the year, we announced that we would support well designed deposit return schemes across Western Through these enhanced targets, we have committed Europe, where an effective alternative doesn’t already to eliminating all unnecessary or hard to recycle plastic exist. This supports our goal to collect a bottle or can from our portfolio. We've also brought forward the for every one we sell by 2025. deadline to increase the level of recycled content in our plastic bottles to at least 50% from 2025 to 2023, aiming We also stepped up our efforts to increase the to reach 100% recycled or renewable plastic in the future. recycled content in our packaging. From 2020 By 2025, all of our packaging will be 100% recyclable. onwards, all our Honest, GLACÉAU Smartwater, Chaudfontaine and ViO bottles will be made from 100% We continue to work with TCCC to use our brands to recycled plastic, removing 9,000 tonnes of virgin plastic encourage consumers to recycle more, as well as working from our portfolio per year. In addition, from 2020, all our with customers, local governments and other stakeholders plastic bottles produced in Sweden will be made from to improve local collection and recycling rates. 100% rPET – a global first for the Coca-Cola system. We also continue to invest in sustainable packaging Innovation continues to play a vital role. In 2019, innovations, including exploring refillable and packaging we unveiled our first ever sample bottle made using free delivery models. Finally, to improve transparency 25% recycled marine plastics. Developed through on our packaging performance, we have committed a partnership between Ioniqa Technologies, Indorama to reporting annually on our packaging footprint. Ventures, Mares Circulares and TCCC, the marine bottle demonstrates that one day, even ocean debris could Our actions be used in recycled packaging for food or drinks. In 2019, we developed a Sustainable Packaging Office We recognise that cross sector alliances play an (SPO), a cross system working model that streamlines important role in creating a circular economy for our all the technical and exploratory sustainable packaging packaging. Together with TCCC and the Coca-Cola work across our geographies, accelerates our innovation Hellenic Bottling Company, we have joined the Circular in this area and supports our progress towards our Plastics Alliance, an initiative bringing public and private enhanced packaging targets. stakeholders together to support the EU’s target of To support our commitments to make 100% of our ensuring that 10 million tonnes of recycled plastics are packaging recyclable or reusable by 2025, we announced used to make products in Europe in 2025. READ MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-PACKAGING OUR RECYCLING PROGRAMME AT BRUSSELS AIRPORT IN PARTNERSHIP WITH CCEP SUPPORTS THEIR Our progress 2019 2018 AMBITION TO COLLECT EVERY BOTTLE THEY PUT Primary packaging that is recyclable 98.3% 97.9% ON THE MARKET. WITH THIS PROJECT WE ARE or reusable “RESPONDING TO EVER INCREASING ON THE GO Recycled plastic in our PET bottles 30.5% 27.6% CONSUMPTION, AIMING FOR AN INCREASE IN PACKAGING WASTE COLLECTION AND ITS RECYCLING RATE.” Patrick Laevers – Managing Director Fost Plus – Belgium Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 37


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Action on society CCEP COMMITMENT 05 TO SDGs 08 We’re determined to make a positive difference in society 05 > GENDER EQUALITY by promoting inclusion, diversity and economic development, 08 > DECENT WORK AND ECONOMIC GROWTH both in our workplaces and in our local communities. Our people Fostering an inclusive, diverse working culture is integral to our strategy. To support this, we set up a new CCEP Our strategy wide Inclusion and Diversity Centre of Expertise in 2019. Our success is only possible with the passion and A new CCEP wide Inclusion and Diversity Policy was commitment of the 23,300 talented people who work approved by the Board in 2019. It will be launched in 2020 with us. We believe that diversity is a key driver of and explains the importance of inclusion and diversity to innovation and growth. Our vision is to be an CCEP’s future, and sets out our expectations in this area. organisation where people feel they belong, and where Promoting gender equality and empowering women different life experiences and perspectives are valued. continues to be a key priority. We aim to support women Promoting gender equality is an important part of this, at senior levels and improve the gender balance in our and to ensure we’re moving in the right direction we talent pipelines through a range of training programmes have a target for at least 40% of leadership positions and other initiatives. at CCEP to be held by women by 2025. Industry wide partnerships and pledges have an Being a great place to work also means providing important role to play in building a more diverse retail a safe, healthy working environment. We have strong sector. In 2019, our CEO Damian Gammell, along with programmes designed to eliminate accidents in the TCCC Chairman and CEO James Quincey, signed the workplace, along with a range of other benefits LEAD Network pledge, an industry wide commitment supporting our people’s health and wellbeing. to accelerating gender parity and inclusion across our sector. In January 2020, we also signed the Valuable 500 Our actions pledge, joining other companies and business leaders To build the right culture for growth and align our who have committed to putting disability inclusion on approach across our territories, we introduced our their business leadership agenda. people strategy in 2019. This includes an employee facing brand that defines the kind of experience we For the second year running, our business in Germany want everyone to have at CCEP. Me@CCEP is built on was awarded the Pride 500 Seal for its efforts in the idea that “everything starts with me” and is about promoting LGBT+ inclusiveness. Activities in 2019 being well, connected, valued, developed, rewarded included taking an active role in a range of LGBT+ and inspired. conferences and job fairs, hosting CCEP’s first European LGBT+ workshop, and producing 100,000 “Love” cans to FIND OUT MORE ABOUT ME@CCEP ON PAGE 21 show our support for the LGBT+ community. We have a safety road map in place to drive a harmonised approach to mitigating safety risks and create a culture WE ARE PLEASED THAT WE WERE ABLE TO AWARD of continuous improvement. CCEP manufacturing sites celebrating safety milestones in 2019 included CCEP, A LGBT+ DIVERSITY CHAMPION, WITH THE our Morpeth and Edmonton sites in GB, which have PRIDE 500 EMPLOYER SEAL. WITH ITS INTERNAL seen no lost time incidents for ten years and seven years AND EXTERNAL COMMITMENT, THE COMPANY SETS respectively. In Norway, our Robsrud site marked four “AN EXAMPLE FOR MORE EQUAL OPPORTUNITIES years without injuries causing a leave of absence. READ MORE AT FOR LESBIANS, GAYS, BISEXUAL, TRANSGENDER/ WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-SOCIETY-OUR-PEOPLE TRANSSEXUAL PLUS PEOPLE IN THE WORKPLACE.” Stuart B. Cameron – CEO & Founder UHLALA Group – Germany Our progress 2019 2018(A) Management positions at CCEP held   35.5% 35.2% by women (A) Restated – read full footnote on page 22 38 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
CCEP 04 COMMITMENT TO SDGs 11 04 > QUALITY EDUCATION 11 > SUSTAINABLE CITIES AND COMMUNITIES Our community investment and volunteering In 2019, we also launched Support my Cause, an initiative which enables our employees to nominate causes that Our strategy are close to their hearts and vote to select the charities Many of our communities face significant social or causes that CCEP should support. In 2019, we challenges, including high levels of youth unemployment launched the programme in Bulgaria, France, GB, and social exclusion. We want to act as a force for good by Germany and Spain, donating €195,000 to local charities supporting local community partnerships and by helping and community groups. In 2020, we plan to expand the disadvantaged young people gain the employability, programme across our other territories. skills and confidence they need to succeed. As part of our volunteering programme, we organised We also help address these issues across our territories our first ever Group wide volunteering week in June 2019. by offering our people the opportunity to dedicate up More than 1,000 people from across our territories took to two paid working days a year to volunteer in local part in litter clean up activities in coastal areas and public community programmes. places, collecting more than 1,000 bags of litter. In addition, our people also supported local community Our actions groups and charities including 165 colleagues in GB who In 2019, we contributed €8.8 million, or 0.60% of pre-tax volunteered 201 days to support Reach Up, volunteers in profit, to community initiatives. This included a range of Spain who focused on mentoring GIRA participants over programmes and partnerships to support young people a two month period and volunteers in Germany who from disadvantaged backgrounds. In France we launched volunteered at food banks. In 2019, our people dedicated new partnerships with Les Restaurants du Cœur and 25,839 hours of volunteering time, an increase of 116% Eloquentia. We continue to work with the Foundation of since 2018. Integration in Germany, UK Youth’s Reach Up programme We are also developing a new metrics toolkit to enhance in GB, JINC in the Netherlands, Mentor in Sweden and the our understanding of the impact of our community Red Cross in Norway and Iceland. In Spain our GIRA investments. We piloted the toolkit in France, GB, Jóvenes programme continues to promote employability Germany and Spain in 2019 and expect to roll this out and skills development amongst young people. across all our territories in 2020. To inform and educate our young leaders about the READ MORE AT social and environmental challenges faced by society, WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-SOCIETY-OUR-COMMUNITY 27 delegates from CCEP attended the One Young World summit in London in 2019. The summit provides a unique opportunity to build a community of talented young Our €8.8 million community contribution people who are ready to engage, learn, challenge and Total cash tackle the most important sustainability issues the 68% world faces, covering topics from climate change to poverty alleviation. Total in kind 13% OVER THE LAST TWO YEARS, CCEP VOLUNTEERS Total volunteer time HAVE WORKED ALONGSIDE YOUTH WORKERS, 11% SUPPORTING OUR PROGRAMME AND Total management costs (cash and time) GIVING MORE THAN 150 YOUNG PEOPLE THE 8% “CHANCE TO EXPLORE THEIR POTENTIAL AND UNDERSTAND THE JOURNEY INTO EMPLOYMENT.“ Patrick Shaw-Brown – Director of National Programmes UK Youth – GB Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 39


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Action on water CCEP COMMITMENT TO SDGs 06 Water is the main ingredient in our products and essential to 6 > CLEAN WATER AND SANITATION our manufacturing processes. To ensure a sustainable supply of water, we’re working to reduce the amount of water we use in our operations and protect local water sources for future generations. Our strategy Our manufacturing sites carry out SVAs every five years. These assessments inform our source water protection CCEP depends on a sustainable supply of water. And yet plans (SWPPs). In 2019, all of our manufacturing sites deteriorating water quality in our supply chain and water had SVAs and SWPPs in place to mitigate the risks. scarcity, caused by over exploitation, poor water management and the impacts of climate change, have Based on our 2019 enterprise water risk assessment, become major issues for our business in Western Europe. we created a water stress map identifying which of our manufacturing sites are most exposed to water stress To address these challenges and take care of our water risks. The map showed that 27 of our 47 manufacturing resources, we take a value chain approach to water sites are in areas currently affected by water stress. management. We’re aiming to reduce the water we use in our manufacturing operations by 20% by 2025, as well as We’re continuing to invest in water saving systems to addressing water impacts within our supply chain. We’re make our manufacturing and cleaning processes more also aiming to replenish 100% of the water we use in areas water efficient. For example, in 2019 we optimised water of water stress through community based partnerships. treatment plants in Belgium, Germany, GB and Spain, saving up to 50,000m³ water per year. As a result of these Our actions and other initiatives, our water use ratio was 1.60 in 2019 – a reduction of 12.14% since 2010. In 2020, we plan to further strengthen our approach to water stewardship by aligning with TCCC’s new 2030 Together with TCCC, we continue to replenish the water water strategy. The strategy adopts a context based we use in areas of water stress in partnership with local approach to water security, allowing us to focus on local NGOs and community groups. In 2019, we managed areas which are most at risk from water stress. Together 15 community based water replenishment projects in with TCCC we have undertaken detailed analysis of the Western Europe. As a result, we were able to replenish water related risks that we face. We use a water risk 160% of the water we sourced to make our drinks in areas management framework, which identifies and prioritises affected by water stress. water related risks in two ways. Firstly, our enterprise In 2019, we celebrated the fifth year of our water water risk assessment maps our exposure to water stress replenishment programme in the Camargue, supported risks across our own manufacturing sites and our by WWF France and the Coca-Cola Foundation. The agriculture supply chain. This is supported by source aim of the programme is to restore the hydrology water vulnerability assessments (SVAs) which are and biodiversity of the Étangs et Marais des Salins de undertaken at a local level to identify the long-term Camargue, a protected coastal area of lagoons and salt sustainability of the water sources which we rely upon. marshes covering over 6,500 hectares. READ MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-WATER OUR EFFORTS IN THE CAMARGUE ARE PAYING OFF. FISH, BIRD AND PLANT SPECIES ARE FLOURISHING Our progress 2019 2018 AND SEVERAL BILLION LITRES OF FRESH WATER Water use ratio (litres of water/litre of HAVE RETURNED TO THIS UNIQUE NATURAL product produced) 1.60 1.61 “HERITAGE SITE. PROJECTS SUCH AS THESE Amount of replenished water we used in our PLAY A VITAL ROLE IN HALTING THE DECLINE drinks, where sourced from areas of water stress 160% 141% IN BIODIVERSITY.” Isabelle Autissier – President WWF – France 40 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Action on climate CCEP 13 COMMITMENT TO SDGs 07 Climate change is the world’s most urgent environmental 07 > AFFORDABLE AND CLEAN ENERGY challenge. We are committed to playing our part in global efforts 13 > CLIMATE ACTION to address the climate crisis by reducing carbon emissions across our value chain, in line with the Paris Agreement. Our strategy In 2019, we continued to reduce GHG emissions from our core operations and our emissions have reduced In Europe, consumers continue to rank climate change by 52% since 2010. For example, our Jordbro as the number one sustainability challenge. We are manufacturing site in Sweden reduced its total energy taking significant steps to decarbonise our business consumption by 10% by modernising the heating, across our entire value chain. ventilation and air conditioning across the site. The site We have set a target to halve greenhouse gas (GHG) aims to be fossil fuel free by 2030, and in 2019 signed a emissions from our core operations (manufacturing, new agreement for climate neutral electricity, including distribution and cold drink equipment) by 2025. Across offsets for any unavoidable GHG emissions. In GB, we are our value chain, we aim to cut GHG emissions by 35%, currently in negotiations to extend the solar farm at by encouraging our suppliers to adopt carbon reduction our Wakefield manufacturing site. The investment will initiatives and through changes in our packaging, such increase the farm’s energy output and improve its as moving to 100% recycled materials. These targets are energy storage. aligned with climate science and have been validated Transport continues to play a vital role in our carbon by the Science Based Targets initiative (SBTi). reduction strategy. In Germany, we doubled our use of CCEP is a member of The Climate Group’s RE100 rail transport for our ViO beverages from our Lüneburg initiative, a coalition of companies committed to manufacturing site, saving around 879 tonnes of CO2 purchasing 100% renewable electricity by 2020. As a emissions per year. member of the European Corporate Leaders Group, we We continue to make investments in improving the support a significant increase in the EU GHG emissions energy efficiency of our cold drink equipment, for reduction target for 2030, in line with the EU’s goal to example, we added smart devices to optimise energy become carbon neutral by 2050. consumption in our iCool 300 equipment. In 2019, the total energy consumption of our cold drink equipment Our actions fleet fell by 4.2% compared with the previous year. Over In 2019, together with TCCC, we completed a climate risk the same period, our fleet grew by 1.8%. scenario assessment, in line with guidance from the Task We are reducing the carbon impact of our value chain Force on Climate-related Financial Disclosures (TCFD). in a number of ways. The assessment identified the physical and transition risks we could face as a result of climate change. The SEE OUR ACTION ON PACKAGING ON PAGE 37 AND OUR ACTION ON SUPPLY CHAIN ON PAGE 43 findings are informing our strategic decisions and helping us prepare for the potential impacts of climate In 2019, CCEP joined the EU initiative Step Up Now, change. In 2020, we will carry out further work to assess a coalition of businesses, investors, cities and regions how our business may be impacted in the longer term calling for more EU action on climate change. Through from climate related risks, with a particular focus on our membership, we’re encouraging European leaders our manufacturing sites and the availability of key to take the steps necessary to shift to a climate neutral, ingredients in our value chain. competitive and sustainable European economy by 2050. READ MORE ABOUT OUR CLIMATE SCENARIO ANALYSIS AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-CLIMATE CCEP IN SWEDEN HAS HAD A CONTINUOUS INTEREST IN NEW SOLUTIONS WHEN IT COMES TO ENERGY Our progress 2019 2018 EFFICIENCY AND COLLABORATION TO LOWER THEIR Energy use ratio CLIMATE FOOTPRINT. I AM VERY PROUD OF OUR (MJ/litre of product produced) 0.317 0.315 “PARTNERSHIP AND OF THE FACT THAT WE CAN SUPPORT Electricity purchased from renewable THEIR AMBITIONS TO BECOMING FOSSIL FUEL FREE.” sources 100% 100% Branislav Slavic – Head of Customers & Solutions, Vattenfall Norden – Sweden Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 41


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Action on climate continued GHG emissions (Scope 1, 2 and 3) Data is consolidated from a number of sources across our business and is analysed centrally. We use a variety Details of our Scope 1, 2 and 3 GHG emissions in tonnes of of methodologies to gather our emissions data and CO2 equivalent (stated as CO2e) from our core business measure each part of our operational carbon footprint, operations and our value chain during 2019 are set out in including natural gas and purchased electricity data, table 1. Our Scope 1 and 2 emissions are independent of refrigerant gas losses, CO2 fugitive gas losses and any GHG trades, and our Scope 2 emissions are calculated transport fuel, water supply, wastewater and waste using the market based approach. management. We use emission factors relevant to the We consider our core business operations to include our source data including UK Department for Business, manufacturing, distribution and cold drink equipment. Environment and Industrial Strategy (BEIS) 2019 and IEA Details about our Scope 3 GHG emissions in our value 2017 emission factors. chain (including our ingredients and packaging), are also Scope 1 figures include direct sources of emissions reported below. Additional Scope 3 figures will also be such as the fuel we use for manufacturing and our own included in our 2020 CDP response. vehicles plus our fugitive emissions. Our carbon footprint is calculated in accordance with the Scope 2 figures include indirect sources of emissions WRI/WBCSD GHG Protocol Corporate Standard, using such as the purchased electricity we use at our sites. an operational control approach to determine We report against this on both a location based and a organisational boundaries. market based approach. Commitments and KPIs are In 2019, our Scope 1 and 2 emissions increased by 2.8% tracked using the market based approach. compared to 2018, however this represents a 58% Scope 3 figures include the emissions associated with reduction in Scope 1 and 2 emissions compared to 2010, the packaging we put on the market and the ingredients using a market based Scope 2 approach. we use in our products. It also includes indirect sources Our total Scope 1, 2 and 3 GHG emissions (full value associated with the electricity used by our cold drink chain) have reduced by 30.5% since 2010. and coffee equipment at our customers’ premises, our employee business travel by rail and air, emissions related Intensity ratios to the supply of water and treatment of wastewater, emissions from the treatment of waste, fuel used by GHG emissions (Scope 1 and 2) per litre of product our third party distributors, and other energy related produced (market based Scope 2 approach): 19.25g/litre emissions not already accounted for under Scope 1 and of product produced. 2 (for example, emissions from well to tank and GHG emissions (Scope 1 and 2) per euro of revenue transmission and distribution). (market based Scope 2 approach): 20.35g/euro of Emission factors used include industry and supplier data, revenue. Defra/BEIS 2019 and IEA 2017 emission factors. 1.04% of our core business operations carbon footprint is based Note on sources of data and calculation methodologies on estimated emissions (e.g. leased offices where energy Under the WRI/WBCSD GHG Protocol, we measure our invoices or the square metre footage size of the site is emissions in three scopes, except for CO2e emissions not available). The figures for 2019 in table 1, along with from biologically sequestered carbon, which is reported selected information on our website, are subject to separately outside these scopes. Our 2010 baseline independent assurance by DNV GL in accordance with incorporates data from the bottlers from which CCEP was the ISAE 3000 standard. The full assurance statement formed, prior to the Merger. Some data for 2018 has been with DNV GL’s scope of work, and basis of conclusion, restated due to more accurate data becoming available. will be published on our website in May 2020. Table 1 GHG emissions (tonnes CO2e) 2019 2018(A) Scope 1 Direct emissions (e.g. fuel used in manufacturing, own 238,046 232,630 vehicle fleet, as well as process and fugitive emissions) Scope 2 (market based approach) 6,573 5,382 Indirect emissions (e.g. electricity) Scope 2 (location based approach) 169,971 173,203 Scope 3 Third party emissions included in our core business 949,319 988,770 operations, including those related to our cold drink equipment, third party transportation and distribution, and business travel Total Scope 1, 2(B) and 3 (Core business operations) 1,193,938 1,226,782 Scope 3 Third party emissions related to our ingredients 2,538,033 2,528,956 and packaging Total GHG emissions Scope 3 (Ingredients, packaging 3,487,352 3,517,726 and core business operations) Total GHG emissions Scope 1, 2 and 3 (Full value chain) 3,731,971 3,755,738 (A) Restated – as described above. (B) Market based approach only. 42 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Action on supply chain 02 CCEP COMMITMENT TO SDGs 10 08 Population growth, increased demand for food products and 02 > ZERO HUNGER climate change are putting our supply chains under increasing 08 > DECENT WORK AND ECONOMIC GROWTH pressure. We’re committed to sourcing our agricultural 10 > REDUCED INEQUALITIES ingredients and raw materials sustainably and responsibly. Our strategy sustainability. The sustainability component is rated by independent evaluation company EcoVadis, To make our drinks, we have to ensure that all the which evaluates suppliers against criteria including ingredients we use, including water, sugar beet, sugar environment, carbon management, human rights and cane, coffee, tea and fruit juices, are of high quality and fair business practices. sourced sustainably. We also rely on other raw materials such as pulp and paper to make our packaging. We’ve In 2019, we conducted a category risk mapping exercise made a joint commitment with TCCC to ensure that with EcoVadis to better understand any risks associated 100% of our main agricultural ingredients and raw with a particular supplier or ingredient. We focused on materials are sourced sustainably. sugar, coffee and tea and have subsequently developed a sustainability risk management strategy. We also have a duty to respect and protect the human rights of everyone working across our entire supply Following a Global Water Risk Assessment, conducted chain. We aim to ensure our suppliers respect our Code by TCCC in 2018, we are working with our suppliers to of Conduct and make a positive impact on society, further evaluate the water stress and quality data in the in line with the United Nations’ Guiding Principles on key sourcing regions for our agricultural ingredients. As Business and Human Rights, the International Labour a result, we have developed management and response Organization’s Declaration on Fundamental Principles and plans which have been integrated into our sustainable Rights at Work and the United Nations’ Global Compact. agriculture programme. Together with TCCC, we are developing sourcing Our actions guidelines to provide transparent criteria for our We track our progress by measuring compliance with ingredient suppliers to outline the sustainability our Supplier Guiding Principles (SGPs), which apply to standards they should meet and the pathways all our suppliers, and our Sustainable Agriculture Guiding by which they can do so. In 2019, in partnership with Principles (SAGPs), which apply to our suppliers of key Ailimpo, the interprofessional organisation of lemon agricultural ingredients and raw materials. We’ve made a farmers in Murcia, Spain, we hosted a stakeholder visit commitment to ensure that all our suppliers comply with to the organic lemon groves that we began working with these principles by 2020. In 2019, 97% of our spend was seven years ago. Farmers are encouraged to care for the with suppliers which are covered by our SGPs. In addition, natural environment and protect biodiversity and are 96% of our sugar and 100% of our paper and pulp was now one of the largest suppliers of organic lemons sourced sustainably from suppliers that comply with in Europe, supporting the production of our Honest our SAGPs. Organic Lemonade. We evaluate the performance and sustainability In 2019, we conducted a Human Rights Risk Assessment of our suppliers through our supplier relationship based on salient issues identified during a series of management process. For our Tier 1 suppliers that are workshops in 2018. These helped us to identify what we most critical, we carry out an assessment based on mean by human rights and formed the basis of our new financial value, efficiency, innovation, risk and Human Rights Action Plan. READ MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-SUPPLY-CHAIN AT OUR FIRST MEETING, SEVEN YEARS AGO, TCCC CONTINUED TO INSIST THAT SUSTAINABILITY AND Our progress 2019 2018 ORGANIC PRODUCTS ARE THE FUTURE. OUR Our spend with suppliers that are covered 97% 91% COLLABORATION HAS GIVEN A BOOST TO SUSTAINABLE by our SGPs “AND ORGANIC LEMON FARMING IN MURCIA.” Sugar sourced from suppliers that comply with our SAGPs 96% 88% José Antonio Garcia Fernandez – Director of Ailimpo – Spain Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 43


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Principal risks This section looks at the principal risks we face as a business and how we manage them. Our approach to risk In 2019, we included CCEP’s functions in our bottom up risk assessment process for the first time. The assessments Our decisions are informed by an understanding of the covered areas such as supply chain, environmental, risks we face as a business. Through our enterprise wide finance shared service centre and product quality risks. risk management programme, we identify, measure These functional risk assessments are now integrated in and manage risk, and embed a strong risk culture our annual business planning routine. In 2020, we plan to across our business. continue a targeted programme of deep dives into risk. CCEP’s risk management framework looks at both We also completed targeted risk assessments and risks and opportunities. As well as supporting the management projects for topical issues such as Brexit. management of risks, it also guides how we can capitalise on opportunities. Measuring and managing risk Assessing risk Once risks have been identified through our risk assessment process, we analyse them to understand To gain an understanding of the risks CCEP faces, their likelihood and potential impact. We also consider we assess risk top down and bottom up. how we are managing the risks and what action plans Our annual enterprise risk assessment gives us a top we put in place. down, strategic view of risk at the enterprise level. During In 2019, we continued to identify key risk indicators this assessment we carry out a risk survey with our top to more accurately monitor changes in risk. We also leaders, followed by interviews with Board and Audit conducted further scenario analysis and planning Committee members and members of our Executive to better understand how key risks could impact us. Leadership Team (ELT) to identify both current and Examples include water scarcity and climate change. emerging risks. This risk assessment is reviewed and These scenarios have been documented, and we have updated periodically. In 2019, we received feedback developed action plans for how we would respond from our top 100 leaders. to them. To gain a bottom up view of risk from an operational SEE DETAILS OF OUR CLIMATE CHANGE RISK ASSESSMENT ON OUR WEBSITE AT WWW.COCACOLAEP.COM/ perspective, we carry out risk assessments at a business ASSETS/SUSTAINABILITY/DOCUMENTS/4553E2E717/UNDERSTANDING-OUR-CLIMATE-RELATED-RISKS.PDF unit (BU) and functional level. Each business unit has Much of our scenario planning work is focused on a local compliance and risk committee reporting to understanding and managing current risks. We continue its leadership team. The committees review and update to integrate scenario analysis in our long range planning. risk assessments on a quarterly basis, ensuring that risk management is incorporated into day to day business operations. Risk appetite The Board considers the level of risk it is prepared This work is overseen by our CCEP wide compliance to accept to deliver CCEP’s strategic objectives. and risk committee. Every quarter, the committee holds a meeting in which local risk owners are invited to share In 2019, we continued to develop a more detailed updates on key risks and how they are being managed. understanding of risk appetite and plan to embed During these meetings, risk owners are invited to share this further into CCEP’s decision making processes. updates on how risks are being managed, such as water scarcity, data privacy and cybersecurity. 44 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 45


 
Risk governance In addition to risks previously identified, coronavirus Our risk management programme is coordinated by (COVID-19) is likely to have an impact. CCEP has CCEP’s enterprise risk management (ERM) function. mitigation plans in place and continues to adapt these This is led by the Chief Compliance Officer, who reports as the situation evolves. to the General Counsel and Company Secretary. They CCEP has a strong process in place to manage the provide advice, support and expertise to all business mitigation of these risks through robust business units and functions across the organisation. continuity capabilities. The Chief Compliance Officer also manages business The following pages set out a summary of our principal continuity (BCM) and incident management, ethics and risks based on the findings of our most recent enterprise compliance (E&C), corporate security and data privacy, risk assessment. and therefore has oversight of risk management across our business. The Directors have carried out a robust assessment of these principal risks. However, this summary is not In 2019, we started to establish a One Risk approach to intended to include all risks that could ultimately impact provide the business with best in class risk management. our business and is presented in no particular order. This ensures that all risk management functions are working seamlessly together. The target operating Risk factors model will be implemented in 2020. Beyond our principal risks, CCEP faces other operational risks that we manage as part of our daily routines, such Principal risks as employee health, safety and wellbeing and human Our principal risks are those that have been identified rights. We cover both our principal risks and other risks as most impactful to our business by our enterprise in more detail in the Risk factors section of this report. risk assessment. CCEP defines these as risks that could materially and adversely affect our business, or could READ ABOUT OUR RISK FACTORS ON PAGES 186-194 cause our actual results to differ materially from those given in the forward-looking statements within this report and other public statements we make. Principal risk map(A) (B) PRINCIPAL RISKS 1 Packaging 2  Perceived health impact of our beverages and 1 9 3 ingredients, and changing consumer preferences 10 2 4 6 3 Legal, regulatory and tax change 5 4 Market 5 Cyber and social engineering attacks 6 Competitiveness and transformation 7 Climate change and water IMPACT 7 8 Economic and political conditions 9 Relationships with TCCC and other franchisors 8 10 Product quality (A) Risk map based on the latest enterprise risk assessment results. (B) See pages 46-47 for full summary of principal risks. LIKELIHOOD EXTERNAL STRATEGIC External opportunities and risks, such as macroeconomic, Internal opportunities and risks that could impede the achievement socio/political and competition risks, that could fundamentally of strategic objectives and targets, such as poor resource allocation impact business strategy. Typically managed by teams that or decision making. Typically managed by senior leaders responsible respond to significant shifts in government relations, consumer for delivering strategic initiatives. or supplier behaviour. OPERATIONAL EXTREME EVENTS Opportunities and risks that could impact day to day operations Opportunities and risks that would have an extreme impact on in areas such as production, logistics or sales. Managed across the business (such as cyber attack, global financial crisis, natural all business areas through controls embedded in processes disasters, etc.). These can materialise in any part of the business and procedures. and may coincide with other risks in particular scenarios. Note: extreme events could occur in any principal risk and are, therefore, not allocated to any single specific category. 44 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 45


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Principal risks continued Table 1 Risk change legend:  Increased  Decreased  Stayed the same Summary of current principal risks Principal risk Definition and impact Key mitigation Change Principal risk Definition and impact Key mitigation Change 1 Due to our stakeholders’ and our concerns about the • Continued sustainability action plan focused on  6 We are continuing our strategy of assessing • Regular competitiveness reviews ensuring effective steering,  Packaging environmental impacts of litter, our packaging (especially packaging, including our commitments to: Competitiveness potential opportunities for continuous high visibility and quick decision making 1 single use plastic packaging) is under increasing scrutiny ––Ensure that 100% of our primary packaging is and improvements that would enable us to • Dedicated programme management office and effective from regulators, consumers and customers, and NGOs. recyclable or refillable transformation stay competitive in the future. This includes project management methodology As a result, we may have to change our packaging strategy ––Drive higher collection rates, aiming to ensure that technology transformation, continuous supply • Continuation of governance routines and mix over both the short and long term. This could result 100% of our packaging is collected for recycling chain improvements and improvements in the • Regular ELT and Board reviews and approvals of progress and in a reduction in demand for single use plastic packaging, ––Ensure that by 2023 at least half of the material we use way we work with our partners and franchisors. issue resolution and we may be liable for increased costs related to the for our PET bottles comes from recycled plastic This exposes us to the risk of ineffective design, collection, recycling and littering of our packaging. • Work with TCCC to explore alternative sources of rPET coordination between business units and central We may be unable to respond in a cost effective manner and innovative new packaging materials functions, change fatigue in our people and and our reputation may be adversely impacted. • Work with TCCC to encourage consumers to recycle social unrest. As a result, we may not create their packaging using existing collection infrastructure the expected value from these initiatives or • Establishment of a cross functional SPO with execute our business plans effectively. We a dedicated focus on packaging collection may also experience damage to our corporate • Support for well designed deposit return schemes across reputation, a decline in our share price, industrial our markets as a route to 100% collection and increased action and disruption to our operations. availability of rPET • Work to expand delivery mechanisms that do not rely PLEASE REFER TO COMPETITIVENESS AND TRANSFORMATION SECTION IN on single use packaging, for example refillable packaging RISK FACTORS FOR FURTHER DETAILS ON PAGE 189 and dispensed delivery 2 We make and distribute products containing sugar and • Reducing the sugar content of our soft drinks, through:  7 Political and scientific consensus indicates that • Set science based carbon reduction targets for our core business  Perceived alternative sweeteners. Healthy lifestyle campaigns, increased ––Product and pack innovation and reformulation Climate change increased concentrations of carbon dioxide and operations and our value chain health impact media scrutiny and social media have led to an increasingly ––Managing our product mix to increase low and and water(A) other GHGs are causing climate change and • Carbon reduction plans for our manufacturing operations, of our negative perception of these ingredients among consumers. no calorie products exacerbating water scarcity. Such GHG emissions distribution and cold drink equipment beverages and This exposes us to the risk that we will be unable to evolve • Making it easier for consumers to cut down on sugar occur across our entire value chain including • Transition to 100% renewable electricity ingredients, our product and packaging choices quickly enough to satisfy by providing straightforward product information and our manufacturing operations, cold drink • External policy leadership and advocacy to support a transition and changing changes in consumer preferences. As a result, we could smaller pack sizes equipment and transportation. GHG emissions to a low-carbon economy consumer experience sustained decline in sales volume, which could • EU wide soft drink industry calorie reduction also occur as a result of the packaging we use • Life cycle analysis to assess carbon footprint of packaging formats preferences impact our financial results and business performance. commitment with the Union of European Soft Drinks and ingredients we rely on. Our ingredients • Use of recycled materials for our packaging, which have a lower Associations (UNESDA) and production facilities also rely heavily on the carbon footprint • Adopting calorie and sugar reduction commitments availability of water. This exposes us to the risk of • SVAs and SWPPs to protect future sustainability of local water sources at country level negative impacts related to our ability to produce • Supplier engagement on carbon reduction and sustainable water use • Dialogue with government representatives, NGOs, local or distribute our products, or the availability and Assessment on climate related risks and future climate scenario communities and customers price of agricultural ingredients and raw materials planning • Employee communication and education as a result of increased water scarcity. Failure • Comprehensive disclosure of GHG emissions across our value chain • On pack communication of product and nutritional to address these risks may cause damage to our in line with GHG Protocol information enhanced corporate reputation or investor confidence, a • Responsible sales and marketing codes reduction in consumer acceptance of our products SEE MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-CLIMATE AND and potential disruption to our operations. WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-WATER 3 Our daily operations are subject to a broad range of regulations • Working with regulators and industry partners in our  8 Our industry is sensitive to economic conditions • Diversified product portfolio and the geographic diversity of our  Legal, at EU and national level. These include regulations covering territories to implement deposit return schemes Economic such as commodity price volatility, inflation, and operations assist in mitigating our exposure to any localised regulatory manufacturing, the use of certain ingredients, packaging, • Continuous monitoring of new or changing regulations and political political instability (for example, Brexit) or the economic risk and tax change labelling requirements, and the distribution and sale of our and appropriate implementation of adequate conditions impact of the widespread outbreak of infectious • Our flexible business model allows us to adapt our portfolio to suit products. This exposes us to the risk of legal, regulatory or tax mitigations disease such as coronavirus (COVID-19). This our customers’ changing needs during economic downturns changes that may adversely impact our business. As a result, • Dialogue with government representatives and input exposes us to the risk of an adverse impact on • We regularly update our forecast of business results and cash flows we could face new or higher taxes, higher labour and other costs, to public consultations on new or changing regulations CCEP and our consumers, driving a reduction and, where necessary, rebalance capital investments stricter sales and marketing controls, or punitive or other actions • Effective compliance programmes and training of spend within our category. As a result, we from regulators or legislative bodies that negatively impact our for employees could experience reduced demand for our financial results, business performance or licence to operate. • Measures set out elsewhere in this table in relation products, fail to meet our growth priorities and We expect Brexit to lead to increased diversity of regulation to legal, regulatory and tax changes with respect our reputation could be adversely impacted. and consequent costs of compliance including inability to or to any of the other principal risks, and in particular difficulties in standardising product and process. in relation to (1) Packaging and (2) Perceived health impact of our beverages and ingredients, and changing consumer preferences 4 Our success in the market depends on a number of factors. • Shopper insights and price elasticity assessments  9 We conduct our business primarily under • Clear agreements govern the relationships  Market These include actions taken by our competitors, route to • Pack and product innovation Relationships agreements with TCCC and other franchisors. • Incidence pricing agreement market, and our ability to build strong customer relationships • Promotional strategy with TCCC and This exposes us to the risk of misaligned incentives • Aligned long-range planning and annual business planning processes and realise price increases, which could be affected by • Commercial policy other franchisors or strategy, particularly during periods of low • Ongoing pan-European and local routines between CCEP and customer consolidation, buying groups, and the changing • Collaborative category planning with customers category growth. As a result, TCCC or other franchise partners customer landscape. This exposes us to the risk that market • Growth centric customer investment policies franchisors could act adversely to our interests • Positive relationships at all levels forces may limit our ability to execute our business plans • Business development plans aligned with our customers with respect to our business relationship. effectively. As a result, we may be unable to expand margins, • Diversification of portfolio and customer base increase market share, or negotiate with customers effectively • Realistic budgeting routines and targets in 2020, coronavirus (COVID-19) may also adversely impact • Investment in key account development and category the market. planning • Continuous evaluation and updating of mitigation plans 5 We rely on a complex IT landscape, using both internal and • Proactive monitoring of cyber threats and implementing  10 We produce a wide range of products, all of which • TCCC standards and audits  Cyber external systems. These systems are potentially vulnerable preventive measures Product quality must adhere to strict food safety requirements. • Hygiene regimes at plants and social to adversarial and accidental security and cyber threats, • Business awareness and training on information security This exposes us to the risk of failing to meet, or • Total quality management programme engineering as well as user behaviour. This threat profile is dynamically and data privacy being perceived as failing to meet, the necessary • Robust management systems attacks changing as potential attackers’ skills and tools advance. • Business continuity and disaster recovery programmes standards, which could lead to compromised • ISO certification This exposes us to the risk of unauthorised data access, • A programme to identify and resolve vulnerabilities product quality. As a result, our brand reputation • Internal governance audits compromised data accuracy and confidentiality, the loss • Third party risk assessments could be damaged and our products could • Quality monitoring programme of system operation or fraud. As a result, we could experience • Corporate security business intelligence become less popular with consumers. • Customer and consumer monitoring and feedback disruption to operations, financial loss, regulatory intervention, • Incident management and crisis resolution or damage to our reputation. (A) Climate and water has been identified as a separate principal risk during the enterprise risk assessment. 46 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 47


 
Table [x] Summary of current principal risks Principal risk Definition and impact Key mitigation Change Principal risk Definition and impact Key mitigation Change 1 Due to our stakeholders’ and our concerns about the • Continued sustainability action plan focused on  6 We are continuing our strategy of assessing • Regular competitiveness reviews ensuring effective steering,  Packaging environmental impacts of litter, our packaging (especially packaging, including our commitments to: Competitiveness potential opportunities for continuous high visibility and quick decision making single use plastic packaging) is under increasing scrutiny ––Ensure that 100% of our primary packaging is and improvements that would enable us to • Dedicated programme management office and effective from regulators, consumers and customers, and NGOs. recyclable or refillable transformation stay competitive in the future. This includes project management methodology As a result, we may have to change our packaging strategy ––Drive higher collection rates, aiming to ensure that technology transformation, continuous supply • Continuation of governance routines and mix over both the short and long term. This could result 100% of our packaging is collected for recycling chain improvements and improvements in the • Regular ELT and Board reviews and approvals of progress and in a reduction in demand for single use plastic packaging, ––Ensure that by 2023 at least half of the material we use way we work with our partners and franchisors. issue resolution and we may be liable for increased costs related to the for our PET bottles comes from recycled plastic This exposes us to the risk of ineffective design, collection, recycling and littering of our packaging. • Work with TCCC to explore alternative sources of rPET coordination between business units and central We may be unable to respond in a cost effective manner and innovative new packaging materials functions, change fatigue in our people and and our reputation may be adversely impacted. • Work with TCCC to encourage consumers to recycle social unrest. As a result, we may not create their packaging using existing collection infrastructure the expected value from these initiatives or • Establishment of a cross functional SPO with execute our business plans effectively. We a dedicated focus on packaging collection may also experience damage to our corporate • Support for well designed deposit return schemes across reputation, a decline in our share price, industrial our markets as a route to 100% collection and increased action and disruption to our operations. availability of rPET • Work to expand delivery mechanisms that do not rely PLEASE REFER TO COMPETITIVENESS AND TRANSFORMATION SECTION IN on single use packaging, for example refillable packaging RISK FACTORS FOR FURTHER DETAILS ON PAGE 189 and dispensed delivery 2 We make and distribute products containing sugar and • Reducing the sugar content of our soft drinks, through:  7 Political and scientific consensus indicates that • Set science based carbon reduction targets for our core business  Perceived alternative sweeteners. Healthy lifestyle campaigns, increased ––Product and pack innovation and reformulation Climate change increased concentrations of carbon dioxide and operations and our value chain health impact media scrutiny and social media have led to an increasingly ––Managing our product mix to increase low and and water(A) other GHGs are causing climate change and • Carbon reduction plans for our manufacturing operations, of our negative perception of these ingredients among consumers. no calorie products exacerbating water scarcity. Such GHG emissions distribution and cold drink equipment beverages and This exposes us to the risk that we will be unable to evolve • Making it easier for consumers to cut down on sugar occur across our entire value chain including • Transition to 100% renewable electricity ingredients, our product and packaging choices quickly enough to satisfy by providing straightforward product information and our manufacturing operations, cold drink • External policy leadership and advocacy to support a transition and changing changes in consumer preferences. As a result, we could smaller pack sizes equipment and transportation. GHG emissions to a low-carbon economy consumer experience sustained decline in sales volume, which could • EU wide soft drink industry calorie reduction also occur as a result of the packaging we use • Life cycle analysis to assess carbon footprint of packaging formats preferences impact our financial results and business performance. commitment with the Union of European Soft Drinks and ingredients we rely on. Our ingredients • Use of recycled materials for our packaging, which have a lower Associations (UNESDA) and production facilities also rely heavily on the carbon footprint • Adopting calorie and sugar reduction commitments availability of water. This exposes us to the risk of • SVAs and SWPPs to protect future sustainability of local water sources at country level negative impacts related to our ability to produce • Supplier engagement on carbon reduction and sustainable water use • Dialogue with government representatives, NGOs, local or distribute our products, or the availability and Assessment on climate related risks and future climate scenario communities and customers price of agricultural ingredients and raw materials planning • Employee communication and education as a result of increased water scarcity. Failure • Comprehensive disclosure of GHG emissions across our value chain • On pack communication of product and nutritional to address these risks may cause damage to our in line with GHG Protocol information enhanced corporate reputation or investor confidence, a • Responsible sales and marketing codes reduction in consumer acceptance of our products SEE MORE AT WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-CLIMATE AND and potential disruption to our operations. WWW.COCACOLAEP.COM/SUSTAINABILITY/THIS-IS-FORWARD/ACTION-ON-WATER 3 Our daily operations are subject to a broad range of regulations • Working with regulators and industry partners in our  8 Our industry is sensitive to economic conditions • Diversified product portfolio and the geographic diversity of our  Legal, at EU and national level. These include regulations covering territories to implement deposit return schemes Economic such as commodity price volatility, inflation, and operations assist in mitigating our exposure to any localised regulatory manufacturing, the use of certain ingredients, packaging, • Continuous monitoring of new or changing regulations and political political instability (for example, Brexit) or the economic risk and tax change labelling requirements, and the distribution and sale of our and appropriate implementation of adequate conditions impact of the widespread outbreak of infectious • Our flexible business model allows us to adapt our portfolio to suit products. This exposes us to the risk of legal, regulatory or tax mitigations disease such as coronavirus (COVID-19). This our customers’ changing needs during economic downturns changes that may adversely impact our business. As a result, • Dialogue with government representatives and input exposes us to the risk of an adverse impact on • We regularly update our forecast of business results and cash flows we could face new or higher taxes, higher labour and other costs, to public consultations on new or changing regulations CCEP and our consumers, driving a reduction and, where necessary, rebalance capital investments stricter sales and marketing controls, or punitive or other actions • Effective compliance programmes and training of spend within our category. As a result, we from regulators or legislative bodies that negatively impact our for employees could experience reduced demand for our financial results, business performance or licence to operate. • Measures set out elsewhere in this table in relation products, fail to meet our growth priorities and We expect Brexit to lead to increased diversity of regulation to legal, regulatory and tax changes with respect our reputation could be adversely impacted. and consequent costs of compliance including inability to or to any of the other principal risks, and in particular difficulties in standardising product and process. in relation to (1) Packaging and (2) Perceived health impact of our beverages and ingredients, and changing consumer preferences 4 Our success in the market depends on a number of factors. • Shopper insights and price elasticity assessments  9 We conduct our business primarily under • Clear agreements govern the relationships  Market These include actions taken by our competitors, route to • Pack and product innovation Relationships agreements with TCCC and other franchisors. • Incidence pricing agreement market, and our ability to build strong customer relationships • Promotional strategy with TCCC and This exposes us to the risk of misaligned incentives • Aligned long-range planning and annual business planning processes and realise price increases, which could be affected by • Commercial policy other franchisors or strategy, particularly during periods of low • Ongoing pan-European and local routines between CCEP and customer consolidation, buying groups, and the changing • Collaborative category planning with customers category growth. As a result, TCCC or other franchise partners customer landscape. This exposes us to the risk that market • Growth centric customer investment policies franchisors could act adversely to our interests • Positive relationships at all levels forces may limit our ability to execute our business plans • Business development plans aligned with our customers with respect to our business relationship. effectively. As a result, we may be unable to expand margins, • Diversification of portfolio and customer base increase market share, or negotiate with customers effectively • Realistic budgeting routines and targets in 2020, coronavirus (COVID-19) may also adversely impact • Investment in key account development and category the market. planning • Continuous evaluation and updating of mitigation plans 5 We rely on a complex IT landscape, using both internal and • Proactive monitoring of cyber threats and implementing  10 We produce a wide range of products, all of which • TCCC standards and audits  Cyber external systems. These systems are potentially vulnerable preventive measures Product quality must adhere to strict food safety requirements. • Hygiene regimes at plants and social to adversarial and accidental security and cyber threats, • Business awareness and training on information security This exposes us to the risk of failing to meet, or • Total quality management programme engineering as well as user behaviour. This threat profile is dynamically and data privacy being perceived as failing to meet, the necessary • Robust management systems attacks changing as potential attackers’ skills and tools advance. • Business continuity and disaster recovery programmes standards, which could lead to compromised • ISO certification This exposes us to the risk of unauthorised data access, • A programme to identify and resolve vulnerabilities product quality. As a result, our brand reputation • Internal governance audits compromised data accuracy and confidentiality, the loss • Third party risk assessments could be damaged and our products could • Quality monitoring programme of system operation or fraud. As a result, we could experience • Corporate security business intelligence become less popular with consumers. • Customer and consumer monitoring and feedback disruption to operations, financial loss, regulatory intervention, • Incident management and crisis resolution or damage to our reputation. (A) Climate and water has been identified as a separate principal risk during the enterprise risk assessment. 46 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 47


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Principal risks continued One risk – target operating model for risk management OPERATIONAL MANAGEMENT EXECUTIVE Regular risk forums Monthly One Risk Compliance and risk committee/ across BUs/functions Office meeting Audit Committee GOVERNANCE ONE RISK COMMUNITY(A) One Risk Office(B) (Centre of Excellence) Risk representatives ERM Risk Management BU Northern BU Iberia Europe(D) BU Germany BCM and Insurance E&C Internal Controls BU France BU Great Britain Procurement Data Privacy PACS (C) (C) Strategy Commercial People and Regulatory/SPO BPT culture Corporate Security Legal Finance Supply chain Legal QESH(C) ORGANISATIONAL STRUCTURE ORGANISATIONAL Corporate Audit Services INTEGRATED ONE RISK DATA SET Riskonnect (GRC)(C) and other systems DATA & REPORTING DATA BUs/functions Risk Collaborate with other Risk appetite Replicate what’s working performance Coca-Cola entities, e.g. and behaviours working well e.g. seamlessly targets quarterly ERM system calls embedded crisis management together implemented and annual meetings PRINCIPLES CULTURAL CHANGE CULTURAL (A) One Risk Community is an extended circle of representatives from remaining functions and BUs addressing risks/opportunities and serving as key contacts for risk management covering all parts of CCEP. (B) One Risk Office is a circle of representatives from risk functions that drives and guides the business to best practice in risk management. (C) Quality, environmental, safety and health (QESH), public affairs, communications and sustainability (PACS), business process and technology (BPT), governance, risk and compliance (GRC). (D) Northern Europe BU is made up of Belgium, Netherlands, Luxembourg, Iceland, Norway and Sweden. 48 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Internal control procedures and risk management CCEP’s internal controls are designed to manage rather than eliminate risk, and aim to provide reasonable but not absolute assurance against material misstatement. The Board has overall responsibility for the Company’s system of internal controls and for reviewing its adequacy and effectiveness. To discharge its responsibility in a manner that complies with law and regulation and promotes effective and efficient operation, the Board has established clear operating procedures, lines of responsibility and delegated authority. The Audit Committee has specific responsibility for reviewing the internal control policies and procedures associated with the identification, assessment and reporting of risks to check they are adequate and effective. Our internal control processes include: • Board approval for significant projects, transactions and corporate actions • Either senior management or Board approval for all major expenditure at the appropriate stages of each transaction • Regular reporting covering both technical progress and our financial affairs • Board review, identification, evaluation and management of significant risks READ MORE ABOUT OUR APPROACH TO INTERNAL CONTROL AND RISK MANAGEMENT IN THE AUDIT COMMITTEE REPORT ON PAGE 86 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 49


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Viability statement In accordance with provision 31 of the 2018 UK Corporate Governance Code (the UKCGC), the Directors have assessed the prospects for the Group. The Directors have made this assessment over a period of three years, which corresponds to the Group’s planning cycle. The assessment considered the Group’s prospects Based on the Group’s current financial position, related to revenue, operating profit, EBITDA and free stable cash generation and access to liquidity, the cash flow. The Directors considered the maturity dates Directors concluded that the Group is well positioned for the Group’s debt obligations and its access to public to manage principal risks and potential downside and private debt markets, including its committed impacts of such risks materialising to ensure solvency multi currency credit facility. The Directors also carried and liquidity over the assessment period. From out a robust review and analysis of the principal risks a qualitative perspective, the Directors also took facing the Group, including those risks that could into consideration the Group’s past experience of materially and adversely affect the Group’s business managing through adverse conditions and the Group’s model, future performance, solvency and liquidity. strong relationship and position within the Coca-Cola system. The Directors considered the extreme measures Stress testing was performed on a number of scenarios, the Group could take in the event of a crisis, including including different estimates for operating income decreasing or stopping non-essential capital investment, and free cash flow. Among other considerations, these decreasing or stopping shareholder dividends, scenarios incorporated the potential downside impact renegotiating commercial terms with customers of the Group’s principal risks, including those related to: and suppliers or selling non-essential assets. • Changing consumer preferences and the health Based upon the assessment performed, the Directors impact of soft drinks confirm that they have a reasonable expectation the • Legal and regulatory intervention, including in relation Group will be able to continue in operation and meet to plastic packaging all liabilities as they fall due over the three year period • The risk of a significant product quality issue or recall covered by this assessment. • The risk of cyber and social engineering attacks • Adverse changes in relationships with large customers 50 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 51


 
Non-financial information statement This Integrated Report contains a combination of financial and non-financial reporting throughout. As required by sections 414CA and 414CB of the Companies Act 2006 (the Companies Act), the following non-financial information can be found in the pages of this Strategic Report stated in the table. These pages contain, where appropriate, details of our policies and approach to each matter. Non-financial information Pages Environmental matters Action on packaging on page 37, Action on water on page 40 and Action on climate on pages 41-42 Employee matters Our people on pages 20-23 and Section 172(1) statement on pages 52-55 Social matters Action on society on pages 38-39 Human rights Operating with integrity on pages 24-25 Anti-corruption and anti-bribery matters Operating with integrity on pages 24-25 Our business model Business model on pages 18-19 Risk and principal risks Principal risks on pages 44-49 and Risk factors on pages 186-194 Non-financial performance indicators Performance indicators on pages 2-3 50 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 51


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Section 172(1) statement from the Directors During 2019, we acted in good faith to promote the long-term success of CCEP. To deliver our strategy successfully, we need to A minority of our Non-executive Directors were understand our operating environment, and the appointed by major shareholders of CCEP. However, relationships between our organisation and the each of the Directors understands his or her responsibility stakeholders we impact. In 2019, we reviewed and revised under the Companies Act to act fairly as between the list of CCEP’s key stakeholders and further developed members of the Company. In line with the Shareholders’ our stakeholder engagement matrix to consider the Agreement, the Board supervises the profitable inputs, engagement and outcomes of the relationships operation and development of CCEP so as to maximise between CCEP and each of its stakeholder groups. its equity value, without regard to the individual interests During the year, the Board, individual Directors and of any shareholder. Committees of the Board engaged directly with some We oversee a corporate governance framework that key stakeholders. Where direct engagement was not enables the right people to take the right decisions at possible, regular reports from senior management the right time. This includes our CoC and a structure of provided stakeholder perspectives to inform decision delegated authorities. Through regular communication making. Some examples of the way this worked in with senior management, we have monitored, assessed practice in 2019 are set out in table 1. and challenged CCEP’s progress against our annual Throughout the year we have, directly or through business plan and sustainability targets. There are further CCEP more widely, worked with our suppliers, franchisors details about this throughout this Integrated Report. and other partners to drive our strategy and growth. We acknowledge that all of our decisions may affect It is through our approach to communication and CCEP’s shareholders through their impact on the future collaboration that we are confident we can deliver success of the business and confirm our due regard in increased shareholder value over the long term, in this respect. Key Board decisions in 2019, which have ways that are sustainable, responsible and innovative. directly impacted our investors, are set out in table 1. FOR MORE INFORMATION ABOUT OUR PEOPLE SEE PAGES 20-23 SEE OUR GOVERNANCE FRAMEWORK ON PAGE 69 READ MORE ABOUT HOW WE INTERACT WITH OUR STAKEHOLDERS ON PAGES 18-19 READ MORE ABOUT THE ACTIVITIES OF THE BOARD ON PAGES 70-71 FOR INFORMATION ABOUT DIRECTOR INDUCTION AND TRAINING SEE PAGES 70-71 52 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 53


 
Table 1 Summary of key stakeholder engagement Our people Further information Areas of interest • People strategy • Remuneration and benefits Board • The Chairmen of the Remuneration and Nomination Committees have responsibility  SEE MORE ABOUT OUR PEOPLE engagement and for championing and reporting to the Board on all Group wide people related matters ON PAGES 20-23 information flows as appropriate and are considered to be our designated Non-executive Directors for engagement with our people  SEE MORE ABOUT THE WORK OF • The Nomination Committee is responsible for a range of people matters and reports THE NOMINATION COMMITTEE to the Board as appropriate ON PAGES 77-80 • The Remuneration Committee is responsible for remuneration policy and strategy across the whole Group and reports to the Board as appropriate • Following positive feedback from our inaugural, CCEP wide town hall event in 2018, we held  SEE MORE ABOUT THE WORK OF our second town hall in May 2019. Our people across the organisation had the opportunity THE REMUNERATION COMMITTEE to submit questions to be answered by the Directors at the event. The responses to all ON PAGES 87-107 questions were made available to everyone afterwards • The results of the 2019 annual survey measuring the engagement of our people were presented to the Board in October 2019. Year on year comparison of these results gives the Board an indicator of the effectiveness of our people strategy and highlights areas for action and improvement • Communications from our CEO were shared regularly across the organisation to update our people on the Group’s key financial, social and sustainability news • Directors meet employees during market visits and factory tours. These take place throughout the year in different locations • Our delegates from the One Young World forum met the Directors in an informal setting to discuss their views and takeaways from the 2019 One Young World summit in October • Directors attend the annual BU and supply chain kick off meetings • The Chairman, Chairman of the Remuneration Committee and CEO attended an Accelerate Performance session for senior leaders from across CCEP • Members of the ELT attended European Works Council meetings and reported back to the Board on key topics and developments Impact of • The Board approved a proposal to restructure the Remuneration and Nomination  SEE MORE ABOUT OUR PEOPLE stakeholder group Committees. Through the restructuring, the Chairman of each Committee ON PAGES 20-23 on Board agenda, has a seat on the other to ensure a complete and joined up approach to people matters, discussion or including engagement  SEE OUR REMUNERATION POLICY decisions • CCEP introduced a new employee share plan to give all GB employees the opportunity ON PAGES 89-96 to be involved in CCEP’s performance through investment in CCEP Shares • The Remuneration Committee endorsed proposals and encouraged management to implement an all employee share purchase plan in 2020, across all countries in our territories in which we do not already operate one. The plan will give our people the opportunity to purchase CCEP Shares and have a stake in CCEP’s performance • The Nomination Committee endorsed management’s plans for progress towards implementing our people strategy in 2019 and reported key steps to the Board • The Directors considered and approved CCEP’s new Inclusion and Diversity Policy 52 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 53


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Section 172(1) statement from the Directors continued Table 1 continued Summary of key stakeholder engagement continued Customers Further information Areas of interest • Customer service • Product demand and availability • Our portfolio Board • The Board receives regular updates from management regarding customer relationships,  READ MORE ABOUT BOARD engagement and development and engagement ACTIVITIES ON PAGE 71 information flows • In September 2019, CCEP invited the Institute of Grocery Distribution to present to the Board and give Directors a broader understanding of major trends affecting the grocery sector and the challenges and opportunities facing our retail customers • The Board participates in regular market visits, which include time spent with our customers and in point of sale outlets Impact of • The Directors recognise that there are always opportunities to improve our customer account  FOR MORE INFORMATION ON stakeholder group management to ensure that our customers remain at the heart of our business. For example, OUR STRATEGY SEE PAGES 16-17 on Board agenda, the Board attended a session in March 2019, led by TCCC in Atlanta, to discuss and share discussion or innovations and strategies for collaboration with customers decisions • In line with our strategic imperative to be a customer centric business, the Board received regular updates on matters relating to and affecting our customers, such as digital innovations, customer facing capabilities and value growth Suppliers Further information Areas of interest • Ingredients and materials • Long-term relationships • Collaboration Board • In December 2019, senior management presented a deep dive into CCEP’s customer service  READ ABOUT OUR SUPPLY CHAIN engagement and and supply chain strategy to the Board. Topics included long-term network planning. digital ON PAGE 43 information flows improvements and sustainability • The Audit Committee received regular updates from the internal audit team on relevant processes, such as indirect procurement, and reported these to the Board as appropriate Impact of • The Board sets CCEP’s long-term strategy, which includes a commitment to long-term buying  READ ABOUT OUR SUPPLY CHAIN stakeholder group contracts in appropriate circumstances, to enable suppliers to invest in advancing their ON PAGE 43 on Board agenda, technology and processes discussion or • The Board reviewed the application of our Supplier Guiding Principles and our Sustainable decisions agriculture Guiding Principles throughout the year Franchisors Further information Areas of interest • Relationships • Our portfolio • Innovation Board • The Chairman and CEO engage directly with senior leadership at our key franchisors   SEE OUR BUSINESS MODEL ON engagement and • The Board and the Affiliated Transaction Committee are presented with updates from the PAGES 18-19 information flows business on key franchisor relationships, and proposed developments and future engagement • In March 2019, the Board met with the leadership of TCCC in Atlanta • The Directors invited senior leaders of TCCC to present to the Board at regular intervals throughout the year Impact of • CCEP has negotiated and maintains exclusive rights to manufacture, sell and distribute certain  SEE OUR BUSINESS MODEL ON stakeholder group beverages in our territories PAGES 18-19 on Board agenda, • In 2019, the Board approved capability developments that will improve our franchisor offerings discussion or in line with our business plan decisions 54 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 55


 
Investors Further information Areas of interest • Our environmental, social and governance agenda • Consultation • Shareholder returns Board • The Directors were available to shareholders at the 2019 AGM. Proposed resolutions were  SEE OUR CORPORATE engagement and distributed six weeks in advance of the meeting to give shareholders time to consider their GOVERNANCE REPORT information flows stewardship duties ON PAGES 67-76 • The Chairman and Senior Independent Director are available for consultation with investors during the year  READ ABOUT OUR STRATEGY • The CEO, CFO and investor relations team attend conferences with investors throughout the ON PAGES 16-17 year, including webcast, group and one to one meetings. The CFO presents regular reports to the Board following any engagement with current and potential investors • The investor relations team gives the Board regular updates on analyst consensus, recommendations and post-earnings release market reaction and commentary • The Remuneration Committee Chairman consulted shareholders on proposals for the new remuneration policy, including the possibility of introducing a sustainability metric into the Long-Term Incentive Plan (LTIP) Impact of • The Board considered and endorsed the introduction of a new sustainability metric into the  SEE OUR REMUNERATION POLICY stakeholder group LTIP performance criteria ON PAGES 89-96 on Board agenda, • In 2019, we moved our UK listing from Euronext London to London Stock Exchange to provide discussion or further access to international investors and increased liquidity to support our business plan decisions • The Board approved the continuation of the buyback programme and two dividend payments during the year Consumers Further information Areas of interest • Our portfolio of drinks • Product quality and safety • Sustainability Board • The Board received updates on consumer needs and attitudes from the CEO and the CSR  READ ABOUT OUR engagement and Committee. In 2019, this included the impact of initiatives in our markets that affect our SUSTAINABILITY STRATEGY information flows consumers, such as deposit return schemes, and current changes and trends in consumer tastes ON PAGES 34-35 • In March 2019, the CSR Committee presented the results of a survey of CCEP consumers’ opinions on pollution and packaging to the Board as part of a wider discussion of CCEP’s packaging strategy Impact of • Consumer feedback directly informed the CSR Committee’s decisions for the strategic path  SEE MORE ABOUT OUR stakeholder group of our sustainable packaging strategy in 2019 SUSTAINABLE PACKAGING on Board agenda, • The Board endorsed the development of CCEP’s investment fund, CCEP Ventures, as part STRATEGY ON PAGE 37 discussion or of CCEP’s future competitiveness imperative in the 2019 annual business plan. This led to decisions investment in KOL, an innovative, on demand, direct to consumer delivery service, and further exploration into other customer experience solutions in 2019 • Portfolio diversification and development continues to be a major focus for CCEP, in line with our strategy for growth Communities Further information Areas of interest • Sustainability, including the environment • Our impact on local communities Board • The CSR Committee is regularly updated on community activities, the impact of our people  READ ABOUT OUR engagement and in our communities and other social responsibility topics SUSTAINABILITY STRATEGY information flows ON PAGES 34-35 Impact of • The Board sets and reviews progress against This is Forward, our sustainability action plan  READ MORE ABOUT OUR LOCAL stakeholder group • During the year the CSR Committee has driven the This is Forward agenda with our partners, COMMUNITIES ON PAGE 39 on Board agenda, including TCCC, which has included the creation of the Sustainable Packaging Office discussion or • The CSR Committee considered and approved our Human Rights Action Plan  SEE OUR APPROACH TO HUMAN decisions • The Audit Committee and the Board approved several capital investments for adapting RIGHTS ON PAGE 25 our production processes in line with our sustainability agenda The Company’s Strategic Report is set out on pages 16-17 The Strategic Report was approved by the Board on 16 March 2020 and signed on its behalf by Damian Gammell Chief Executive Officer 54 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 55


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Governance and Directors’ Report 58 Chairman’s introduction 59 Board of Directors 60 Directors’ biographies 65 Senior management 67 Corporate governance report 77 Nomination Committee Chairman’s letter 78 Nomination Committee report 81 Audit Committee Chairman’s letter 82 Audit Committee report 87 Directors’ remuneration report 87  Statement from the Remuneration Committee Chairman 89  Remuneration policy 97  Remuneration at a glance 98  Annual report on remuneration 108 Directors’ report 111 Directors’ responsibilities statement 56 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 57


 
56 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 57


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Chairman’s introduction During 2018, we took steps to apply the requirements of the new UKCGC early. We amended the terms of reference for our Audit, Nomination and Remuneration Committees to meet and support the requirements of the UKCGC. We also included certain disclosures regarding the UKCGC early in our 2018 Integrated Report and Form 20-F. We voluntarily applied the UKCGC on a comply or explain basis during 2019. Our governance framework on page 69 aims to embed good corporate governance throughout CCEP. As best practice for corporate governance continues to evolve, we continue to enhance our governance practices. Looking to the future The Board is responsible for leading CCEP and overseeing the Group’s governance, by setting its culture, values and standards, while keeping our stakeholders’ interests front of mind. Along with its regular schedule of topics, the Board has the following OUR GOVERNANCE FRAMEWORK activities planned for 2020: AIMS TO EMBED GOOD CORPORATE Culture Culture is the most powerful driver of good corporate GOVERNANCE THROUGHOUT CCEP.” governance. Among other things, an inclusive “ environment fosters cohesion and belonging and drives success. Through the Nomination Committee Dear Shareholder we will continue to oversee the embedding of our I am pleased to introduce our Governance and strong, positive and inclusive culture. Directors’ Report for 2019. At Coca-Cola European Partners (CCEP), we place corporate governance at the Succession planning and diversity top of our agenda. I believe this is the foundation to At CCEP we value diversity and remain committed delivering sustainable growth as we continue our to building a leadership that is diverse in gender, journey to become one of the world’s leading consumer background and cognitive skills. goods companies, while creating a better future for our business and the planet. We are constantly reviewing and assessing whether the Board has the required skills and experience needed to There is a brief summary of the Board’s activities during support CCEP’s future success. During 2019, we refreshed 2019 in table 1 on page 71, with some more details on the Board with three new Directors bringing digital, retail specific activities elsewhere in this report. This year, as and finance expertise. well as our normal agenda we focused on: Through our Inclusion and Diversity Policy, we will • Accelerating our progress on our This is Forward continue to ensure our commitment to diversity at the sustainability commitments, particularly in relation top is mirrored in nurturing and developing diverse talent to packaging and climate through the Group. • Developing our stakeholder engagement to give the Board a clearer understanding of our stakeholders Sustainability and all our interactions with them In our Directors’ remuneration report from page 87 you • The transfer of our listing on Euronext London can read how our proposed remuneration framework to London Stock Exchange for 2020 will align management’s long-term incentives • Implementing our people agenda with a focus to sustainability metrics. I am proud to be Chairman of on inclusion and diversity a company committed to sustainable growth. • Refining our corporate governance Sol Daurella Our governance framework Chairman The 2018 UK Corporate Governance Code (the UKCGC) 16 March 2020 applies to accounting periods beginning on or after 1 January 2019. 58 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 59


 
Board of Directors Our Board of Directors is diverse, experienced and knowledgeable, bringing together the skills needed for our long-term success in line with our skills matrix. Women on the Board(A) Directors’ skills and experience(A) Coca-Cola system Bottling industry People 11 11 13 Customer/ retail 14 4/17 Customer/retail Marketing/PR/consumer Sustainability 14 15 8 Audit/risk/ Independent Directors on the Board(A) finance (excluding the Chairman) 7 Digital technology Strategy Audit/risk/finance 2 15 7 9/16 (A) Number shown is number of Directors. 58 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 59


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Directors’ biographies AT N Sol Daurella Damian Gammell Chairman Chief Executive Officer Date appointed to the Board: May 2016 Date appointed to the Board: December 2016 Independent: No Independent: No Key strengths/experience: Key strengths/experience: • Experienced director of public companies operating • Strategy development and execution experience in an international environment • Vision, customer focus and transformational leadership • A deep understanding of FMCG and our markets • Developing people and teams • Extensive experience at Coca-Cola bottling companies • Over 25 years of leadership experience and in depth understanding • Strong international strategic and commercial skills of the NARTD industry and within the Coca-Cola system Key external commitments: Key external commitments: Co-Chairman and member of the Executive Committee of N/A Cobega, S.A., Executive Chairman of Olive Partners, S.A., Co-Chairman Previous roles: of Grupo Cacaolat, S.L., director of Equatorial Coca-Cola Bottling A number of senior executive roles in the Coca-Cola system, also Company, S.L., director and a member of the Appointments, Managing Director and Group President of Efes Soft Drinks, and Remuneration and Responsible Banking, Sustainability and Culture President and CEO of Anadolu Efes S.K. Committees of Banco Santander Previous roles: Various roles at the Daurella family’s Coca-Cola bottling business, director of Banco de Sabadell, Ebro Foods and Acciona Key AT Affiliated Transaction Committee N   Nomination Committee A   Audit Committee R   Remuneration Committee C Corporate Social Responsibility Committee   Committee Chairman 60 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 61


 
AT C AT Jan Bennink José Ignacio Comenge Non-executive Director Non-executive Director Date appointed to the Board: May 2016 Date appointed to the Board: May 2016 Independent: Yes Independent: No Key strengths/experience: Key strengths/experience: • Chairman/CEO of multinational public companies • Extensive experience of the Coca-Cola system • Extensive experience in FMCG, including the food and • Broad board experience across industries and sectors beverage industry • Knowledgeable about the industry in our key market of Iberia • Thorough understanding of global and Western European markets • Insights in formulating strategy drawn from leadership roles • Strong strategic, marketing and sales experience relevant to the in varied sectors beverage industry Key external commitments: Key external commitments: Director of Olive Partners, S.A., ENCE Energía y Celulosa, S.A., Compañía N/A Vinícola del Norte de España, S.A., Ebro Foods S.A., Barbosa & Almeida SGPS, S.A., and Ball Beverage Can Ibérica, S.L. Previous roles: Executive Chairman of Sara Lee Corporation, CEO of Royal Numico N.V., Previous roles: Chairman and CEO of DE Masterblenders 1753 N.V., director of Kraft Senior roles in the Coca-Cola system, AXA, S.A., Aguila and Heineken Foods Inc., Boots Company plc and Dalli-Werke GmbH & Co KG and a Spain, Vice-Chairman and CEO of MMA Insurance member of the Advisory Board of ABN Amro Bank C N R Francisco Crespo Benítez Christine Cross Non-executive Director Non-executive Director Date appointed to the Board: March 2018 Date appointed to the Board: May 2016 Independent: No Independent: Yes Key strengths/experience: Key strengths/experience: • Extensive experience of working in the Coca-Cola system • In depth experience working in the food and beverage industry • Deep understanding of integrated global marketing and • Consults on international business strategy, marketing and corporate strategy business development • Proven track record of leading customer and commercial teams • Global perspective on CCEP’s activities • Possesses a strong network at The Coca-Cola Company (TCCC) • Experience of chairing remuneration committees • Seasoned operator in charge of profit and loss Key external commitments: Key external commitments: Director of Christine Cross Ltd, Hilton Food Group plc and Pollen Estate Senior Strategic Advisor at TCCC and member of the Supervisory Board of Zooplus AG Previous roles: Previous roles: Senior Vice President and Chief Growth Officer of TCCC, President Director of Brambles Limited, Fenwick Limited, Kathmandu Holdings of TCCC’s Mexico and South Latin business units, President of the Limited, Next plc, Woolworths (Au) plc, Sobeys (Ca) plc, Plantasgen, Coca-Cola Foundation in Chile, director and Vice President respectively Fairmont Hotels Group plc, Sonae – SGPS, S.A., Premier Foods plc and of the American Chambers in Chile and Argentina, and also served on Taylor Wimpey plc the boards of Zurich and Zurich Compañía de Seguros, S.A. in Mexico 60 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 61


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Directors’ biographies continued AT A N R Javier Ferrán Irial Finan Non-executive Director Non-executive Director Date appointed to the Board: May 2016 Date appointed to the Board: April 2016 Independent: Yes Independent: No Key strengths/experience: Key strengths/experience: • Extensive experience in consumer brands and sales and marketing • Extensive international management experience within the beverage industry • Strong track record of growing businesses • Broad strategic understanding of the sector • Extensive experience of working in the Coca-Cola system • Deep experience of international commercial matters • International strategy • Financial and operational background • Possesses a strong network at TCCC Key external commitments: Key external commitments: Chairman of Diageo plc, director of International Consolidated Airlines Director of Coca-Cola Bottlers Japan Holdings Inc., Fortune Brands Group and Senior Advisor to BlackRock Long Term Private Capital Home & Security, Inc. and the Smurfit Kappa Group plc Previous roles: Previous roles: Partner at Lion Capital LLP, President and CEO of Bacardi Limited, Director and senior roles in the Coca-Cola system throughout his Senior Independent Director and director of Associated British Foods career including as CEO of Coca-Cola HBC AG, President of Bottling plc and director of SABMiller plc and William Grant & Sons Ltd Investments Group, Executive Vice President of TCCC and director of Coca-Cola Amatil, Coca-Cola Enterprises, Inc., G2G Trading, Coca-Cola East Japan and Coca-Cola FEMSA C Nathalie Gaveau Álvaro Gómez-Trénor Aguilar Non-executive Director Non-executive Director Date appointed to the Board: January 2019 Date appointed to the Board: March 2018 Independent: Yes Independent: No Key strengths/experience: Key strengths/experience: • Successful tech entrepreneur • Broad knowledge of working in the food and beverage industry • Expert in e-commerce and digital transformation, mobile, • Extensive understanding of the Coca-Cola system, particularly data and social marketing in Iberia • International consumer goods experience • Expertise in finance and investment banking Key external commitments: • Strategic and investment advisor to businesses in varied sectors Partner and Managing Director BCG Digital Ventures, Non-executive Key external commitments: director of Calida Group and HEC Paris Director of Olive Partners, S.A., Global Omnium (Aguas de Valencia, S.A.) Previous roles: and Sinensis Seed Capital SCR de RC, S.A. Founder and CEO of Shopcade, Interactive Business Director Previous roles: of the TBWA Tequila Group, Asia Pacific E-business and CRM Manager Various board appointments in the Coca-Cola system, including for Club Med, co-founder and Managing Director of Priceminister, as President of Begano, S.A., director and Chairman of the Audit Financial Analyst for Lazard Committee of Coca-Cola Iberian Partners, S.A., as well as key executive roles in Grupo Pas and Garcon Vallvé & Contreras 62 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 63


 
A N R Orrin H. Ingram II Thomas H. Johnson Non-executive Director Non-executive Director and Senior Independent Director Date appointed to the Board: May 2016 Date appointed to the Board: May 2016 Independent: Yes Independent: Yes Key strengths/experience: Key strengths/experience: • Executive experience in the wholesale, distribution, consumer goods • Chair and CEO of international public companies and transportation services industries • Manufacturing and distribution expertise • A broad perspective on CCEP’s operations • Extensive international management experience in Europe • Former director of a global distributor • Investment experience • Strong strategic understanding Key external commitments: Key external commitments: Chief Executive Officer of The Taffrail Group, LLC and director President and Chief Executive Officer of Ingram Industries Inc., of Universal Corporation Chairman and Chief Executive Officer of Ingram Marine Group and Previous roles: director of FirstBank Chairman and CEO of Chesapeake Corporation, President and CEO of Previous roles: Riverwood International Corporation, director of Coca-Cola Enterprises, Various positions with Ingram Materials Company, Ingram Barge Inc., GenOn Corporation, Mirant Corporation, ModusLink Company and Co-President of Ingram Industries, a director of Ingram Global Solutions, Inc., Superior Essex Inc. and Tumi, Inc. Micro Inc. and Coca-Cola Enterprises, Inc. AT A C Dagmar Kollmann Alfonso Líbano Daurella Non-executive Director Non-executive Director Date appointed to the Board: May 2019 Date appointed to the Board: May 2016 Independent: Yes Independent: No Key strengths/experience: Key strengths/experience: • Expert in finance and international listed groups • Developed the Daurella family’s association with the Coca-Cola system • Thorough understanding of capital markets and mergers • Detailed knowledge of the Coca-Cola system and aquisitions • Insight to CCEP’s impact on communities from experience as trustee • Extensive commercial and investor relations experience or director of charitable and public organisations • Strong executive and senior leadership experience • Experienced corporate social responsibility committee chair in global businesses Key external commitments: • Risk oversight and corporate governance expertise Vice Chairman and member of the Executive Committee of Key external commitments: Cobega, S.A., director of Olive Partners, S.A., Chairman of Equatorial Deputy Chairman of the Supervisory Board of Deutsche Coca-Cola Bottling Company, S.L., director of Grupo Cacaolat, S.L., Pfandbriefbank, a non-executive director of Unibail-Rodamco- Vice-Chairman of MECC Soft Drinks JLT, director of The Coca-Cola Westfield, Deutsche Telekom and KfW IPEX Bank, and Commissioner Bottling Company of Egypt, S.A.E, Chair of the Polaris Committee and in the German Monopolies Commission member of the Ambassadors’ Circle of the Family Business Network and member of the board of the American Chamber of Commerce in Spain Previous roles: CEO and Country Head in Germany and Austria for Morgan Stanley, Previous roles: member of the board of Morgan Stanley International Ltd in London Various roles at the Daurella family’s Coca-Cola bottling business, and Associate Director of UBS in London director and Chairman of the Quality & CRS Committee of Coca-Cola Iberian Partners, S.A. 62 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 63


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Directors’ biographies continued C N R Lord Mark Price Mario Rotllant Solá Non-executive Director Non-executive Director Date appointed to the Board: May 2019 Date appointed to the Board: May 2016 Independent: Yes Independent: No Key strengths/experience: Key strengths/experience: • Extensive experience in the retail industry • Deep understanding of the Coca-Cola system • A deep understanding of international trade • Extensive international experience in the food and beverage industry • Strong strategic and development skills • Experience of dealing with regulatory and political bodies • Experience of chairing a remuneration committee Key external commitments: Member of the House of Lords, Founder of Engaging Works, Key external commitments: Member of Council at Lancaster University, Chair of Trustees of the Vice-Chairman of Olive Partners, S.A., Co-Chairman and member of the Fairtrade Foundation UK and President Elect of the Chartered Executive Committee of Cobega, S.A., Chairman of the North Africa Management Institute Bottling Company, Chairman of the Advisory Board of Banco Santander, S.A. in Catalonia and a director of Equatorial Coca-Cola Previous roles: Bottling Company, S.L. and Copesco Sefrisa, S.A. Managing Director of Waitrose and Deputy Chairman John Lewis Partnership, Non-executive Director and Deputy Chairman of Channel Previous roles: 4 TV and Minister of State for Trade and Investment and Trade Policy, Second Vice-Chairman and member of the Executive Committee and Chair of Business in the Community and The Prince’s Countryside Fund Chairman of the Appointment and Remuneration Committee of Coca-Cola Iberian Partners, S.A. Board members that stepped down during the year were: • L. Phillip Humann, who resigned effective 29 May 2019 • Curtis Welling, who resigned effective 29 May 2019 A R Garry Watts Non-executive Director Date appointed to the Board: April 2016 Independent: Yes Key strengths/experience: • Extensive business experience in Western Europe and the UK, including as CEO of a global consumer goods business • Served as executive and non-executive director in a broad variety of sectors and previously chaired the Audit Committee of a sizeable company • Financial expertise, experience and skills • Formerly an auditor Key external commitments: Chairman of Spire Healthcare Group plc and Senior Independent Director of Circassia Pharmaceuticals plc Previous roles: Audit partner at KPMG LLP, CFO of Medeva plc, CEO of SSL International, director of Coca-Cola Enterprises, Inc., Deputy Chairman and Audit Committee Chairman of Stagecoach Group plc and Protherics plc and Chairman of BTG plc and Foxtons Group plc 64 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 65


 
Senior management The senior management and Damian Gammell together constitute the members of the Executive Leadership Team (ELT). Nik Jhangiani Clare Wardle Chief Financial Officer General Counsel and Company Secretary Appointed May 2016 Appointed July 2016 Nik has more than 25 years of finance experience, including 18 years Clare leads legal, risk, compliance, security and company secretariat. within the Coca-Cola system, latterly as Senior Vice President and Prior to joining CCEP, she was Group General Counsel at Kingfisher plc, CFO for Coca-Cola Enterprises, Inc.. Nik started his career in New York Commercial Director, General Counsel and Company Secretary at at accountancy firm Deloitte & Touche before spending two years at Tube Lines and held senior roles at the Royal Mail Group. She began Bristol-Myers Squibb as International Senior Internal Auditor. He then her career as a barrister before moving to Hogan Lovells. Clare is joined the Colgate-Palmolive Company in New York where he was non-executive chairman of Basketball England, non-executive director appointed Group Financial Director for the Nigerian operations, of The City of London Investment Trust plc and senior independent before moving to TCCC in Atlanta. He is a Certified Public Accountant. director of Modern Pentathlon GB. José Antonio Echeverría Peter Brickley Chief Customer and Supply Chain Officer Chief Information Officer Appointed September 2019 Appointed November 2016 José Antonio leads CCEP’s end to end supply chain. He is focused on Peter leads the business solutions, support services and technology creating a superior experience for our customers, while delivering an infrastructure at CCEP, including steering CCEP’s investments in expanded and sustainable portfolio of drinks and packaging. He has technology solutions. Peter has over 20 years’ experience leading been a part of the Coca-Cola system since 2005, serving as Vice technology for global businesses including Heineken, Centrica and BAT. President of Strategy and Transformational Projects for the Iberia More recently, he was Global CIO and Managing Director of Global business unit, and Vice President, Strategy and Coordination for Supply Business Services at SABMiller. Peter is also non-executive chairman Chain across Coca-Cola European Partners. of Newbury Building Society. Lauren Sayeski Victor Rufart Chief Public Affairs, Communications and Sustainability Officer Chief Strategy Officer Appointed May 2016 Appointed October 2016 Lauren leads CCEP’s strategic engagement with media, policymakers, Victor leads business strategy and business transformation. Prior civil society and community stakeholders. Lauren has worked in the to joining CCEP, he was CEO of Coca-Cola Iberian Partners, S.A. and Coca-Cola system for over 12 years in roles across the spectrum of spent 25 years at Cobega, S.A.. While with Cobega, S.A., he held a public affairs and communications. She has served on transaction number of senior roles including Director of New Business, Head teams for the 2010 sale of Coca-Cola Enterprises’ North American of Finance, advisor in the formation of the Equatorial Coca-Cola operations to TCCC and, most recently, on the Merger to create CCEP. Bottling Company and Head of Tax Planning. 64 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 65


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Senior management continued Nick Wall Leendert den Hollander Chief People and Culture Officer General Manager, Great Britain Business Unit Appointed September 2016 Appointed May 2016 Nick heads CCEP’s people and culture function and has been Leendert is responsible for CCEP’s business unit in Great Britain, having working within the Coca-Cola system for over 30 years. He started been Vice President and General Manager of Coca-Cola Enterprises his career in his native Ireland, before progressing through international Great Britain. Previously, he was CEO of Young’s Seafood and Managing positions, based in Austria, Turkey, USA, Zimbabwe and Swaziland. Director at Findus Group Ltd. Earlier in his career, Leendert spent Before joining CCEP, Nick was Senior Vice-President HR for TCCC’s 15 years at Procter & Gamble in senior marketing positions. Leendert Bottling Investment Group – with more than 80,000 employees is President of the British Soft Drinks Association and a member of the in 25 countries around the world. Prior to that, he was Group Head Leadership Council of IGD (the Institute of Grocery Distribution). of HR for Europe, Eurasia and Middle East for TCCC. He worked for a Pfizer Inc. company before joining Coca-Cola. Frank Molthan Francesc Cosano General Manager, Germany Business Unit General Manager, Iberia Business Unit Appointed May 2016 Appointed May 2016 Frank leads CCEP’s business unit in Germany and has over 30 years’ Francesc leads CCEP’s business unit in Spain, Portugal and Andorra. experience in Germany’s Coca-Cola system. He started his career He was previously the Operations Director then Managing Director at Coca-Cola bottling operations in Schleswig-Holstein and of Coca-Cola Iberian Partners, S.A.. Francesc has been part of the North Rhine-Westphalia. He has held a range of regional and Coca-Cola system for over 30 years, and involved in a number of sales commercial leadership roles, latterly as HR Director for Coca-Cola management positions, ultimately as Sales Director then Deputy Germany. He was also Managing Director of Coca-Cola Deutschland General Manager. He has also worked as Regional Director for the Verkauf GmbH and Co. KG. Leche Pascual, S.A. group, in Anglo Española de Distribución, S.A.. Ben Lambrecht Stephen Moorhouse General Manager, France Business Unit General Manager, Northern Europe Business Unit Appointed May 2016 Appointed May 2016 Ben is responsible for CCEP’s business unit in France, having worked Stephen is responsible for CCEP’s business unit in Northern Europe in the Coca-Cola system in various leadership positions for more and has 17 years’ experience in the Coca-Cola system, leading than 20 years, latterly as Vice President and General Manager France operations and supply chain in Belgium, Luxembourg, the Netherlands, of Coca-Cola Enterprises, Inc.. Ben’s career began at KPMG, followed Sweden, Norway and Iceland. Stephen has held a number of other by several years in other companies including Biscuits Delacre. senior executive roles throughout Europe. Prior to joining, he worked Ben is a director of the French Soft Drinks Association (Boissons overseas for the Swire Group in the US and Asia Pacific region. Rafraîchissantes de France) and of the French Food Association (Association Nationale de l’Industrie Alimentaire). 66 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 67


 
Corporate governance report Statement of compliance To provide stability, none of the Independent Non- executive Directors (INEDs) were put up for election The governance framework of the Company is set at an Annual General Meeting (AGM) before the AGM out in its Articles of Association (the Articles) and the in 2019. At this AGM, three INEDs were put up for Shareholders’ Agreement. These provide a high level election and three additional INEDs will be put up for framework for the Company’s affairs, governance and election at the AGMs in 2020 and 2021. Therefore, in relationship with its stakeholders and its shareholders. total six INEDs will be put up for election or re-election The Articles are available on the Company’s website at the 2020 AGM (Jan Bennink, Nathalie Gaveau, at www.cocacolaep.com/about-us/governance. Thomas H. Johnson, Dagmar Kollmann, Lord Mark Price and Dessi Temperley). From the point of their first Statement of compliance with the UK Corporate Governance Code election at an AGM, an INED will be subject to annual We follow the UKCGC on a comply or explain basis. re-election. This arrangement is in place to ensure CCEP is not subject to the UKCGC as it only has a effective representation of public shareholders and to standard listing of ordinary shares on the Official List. retain INEDs’ influence over the Company’s strategic However, we have chosen to apply the UKCGC to direction and operation, following the completion of demonstrate our commitment to good governance the Merger. as an integral part of our culture. This Corporate governance report explains how we have applied Remuneration UKCGC provision 32 the UKCGC during the year ended 31 December 2019. The Remuneration Committee is not comprised solely We took steps in 2018 to ensure we were well positioned of INEDs, although it is comprised of a majority of to follow the new UKCGC from 1 January 2019. INEDs. The Shareholders’ Agreement requires that the Remuneration Committee comprises at least one The instances where CCEP’s practices vary from the Director nominated by: principles and provisions of the UKCGC are set out below. Save as set out below, CCEP complies with • Olive Partners, for as long as it owns at least 15% the UKCGC. of the Company • European Refreshments (ER), a subsidiary of TCCC, A copy of the UKCGC is available on the FRC’s website: for as long as it owns at least 10% of the Company www.frc.org.uk/directors/corporate-governance-and- stewardship/uk-corporate-governance-code. The Remuneration Committee, and its independent Chairman chairman, benefit from the nominated Directors’ UKCGC provision 9 extensive understanding of the Group’s market. The Chairman, Sol Daurella, was not independent on Remuneration either her appointment or election, within the meaning UKCGC provision 33 of the UKCGC. However, we benefit from her vast The Remuneration Committee is not solely responsible knowledge of, and long-term commitment to, the for setting the remuneration of the Chairman, CEO and Coca-Cola system and her extensive experience and Non-executive Directors (NEDs). Instead, the Board leadership skills, gained from her roles as director and (excluding any Director whose remuneration is linked CEO of large public and private institutions across to the decision) determines their remuneration on the many different sectors. recommendation of the Remuneration Committee and Annual re-election following rigorous analysis and debate. To date, the UKCGC provision 18 Board has followed all of the Remuneration Sol Daurella, the Chairman, will not be subject Committee’s recommendations. to re-election during her nine year tenure following the completion of the Merger. Her extended term recognises the importance of her extensive experience and knowledge of the beverage industry, and the significant shareholding of Olive Partners, S.A. (Olive Partners) in the Company. 66 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 67


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Corporate governance report continued Differences between the UKCGC and the New York Stock Exchange Corporate governance guidelines (NYSE) corporate governance rules (the NYSE Rules) The NYSE Rules require relevant domestic US The Company is classed as a Foreign Private Issuer (FPI). companies to adopt and disclose corporate governance It is therefore exempt from most of the NYSE Rules guidelines. There is no equivalent recommendation that apply to domestic US listed companies, because in the UKCGC. However, the Nomination Committee of its voluntary compliance with the UKCGC. However, reviews the Board’s governance guidelines, as required under the NYSE Rules, the Company is required to by its terms of reference. provide an annual written affirmation to the NYSE and Shareholder approval of equity compensation plans disclose significant differences between its corporate The NYSE Rules for domestic US companies require governance practices and those followed by domestic that shareholders must be given the opportunity US companies listed on the NYSE. The significant to vote on all equity compensation plans and material differences are summarised below. revisions to those plans. CCEP complies with UK Director independence requirements that are similar to those of the NYSE The NYSE Rules require a majority of the Board to Rules. However, the Board does not explicitly take be independent. The UKCGC requires at least half of into consideration the NYSE’s detailed definition the Board (excluding the Chairman) to be independent. of “material revisions”. The NYSE Rules contain different tests from the UKCGC Code of Conduct for determining whether a director is independent. The NYSE Rules require relevant domestic US The independence of CCEP’s NEDs is reviewed by companies to adopt and disclose a code of business the Board on an annual basis, taking into account conduct and ethics for their directors, officers and the guidance contained in the UKCGC and criteria employees. CCEP has a Code of Conduct (CoC) that established by the Board. It has determined that a currently applies to all Directors and the senior financial majority of the Board is independent, without explicitly officers of the Group. If the Board amends or waives taking into consideration the independence the provisions of the CoC, details of the amendment or requirements outlined in the NYSE Rules. waiver will appear on the website. No such waiver or Board Committees amendment has been made or given to date. CCEP has a number of Committees whose purpose SEE WWW.CCEPCOKE.ONLINE/CODE-OF-CONDUCT-POLICY and composition are broadly comparable in purpose and composition to those required by the NYSE Rules Our CoC applies to all our people. We also expect for domestic US companies. However, other than the all third parties who work on our behalf, such as Audit Committee, the Committee members are not all suppliers, vendors, contractors, consultants, distributors INEDs, although in all cases the majority are. Each and agents, to act in an ethical manner consistent Committee has its own terms of reference (broadly with our CoC and in compliance with our Supplier equivalent to a charter document) which can be found Guiding Principles. on our website at www.cocacolaep.com/about-us/ governance/committees. A summary of the terms of The CoC covers issues such as share dealing, reference, roles and activities of the Audit Committee anti-bribery, data protection, environmental regulation, and the Remuneration Committee can be found in the human rights, health, safety, wellbeing and respect for Committees’ respective reports. The Remuneration others. It aligns with the UN Global Compact, the Committee’s terms of reference include responsibility US Foreign Corrupt Practices Act, the UK Bribery Act, for matters relating to remuneration policy, share-based the UKCGC, the EU General Data Protection Regulation, incentive plans, employee benefit plans and the Spanish and Portuguese Criminal Codes and implementation of the remuneration policy. Sapin II. CCEP considers that the CoC and related policies address the NYSE Rules on the codes of Audit Committee conduct for relevant domestic US companies. More information about the Audit Committee is set out in its report, including compliance with We received no fines for CoC violations in 2019. the requirements of Rule 10A-3 under the US SEE DETAILS OF COC REPORTING ON PAGE 25 Securities Exchange Act of 1934, as amended, and Section 303A.06 of the NYSE Rules. The Audit NED meetings Committee is comprised only of INEDs (complying The NYSE Rules require NEDs to meet regularly without with the NYSE Rules). However, the responsibilities management and independent directors to meet of the Audit Committee (except for applicable separately at least once a year. The UKCGC requires mandatory responsibilities under the Sarbanes‑Oxley NEDs to meet without the Chairman present at least Act) follow the UKCGC’s recommendations rather than once annually to appraise the Chairman’s performance. the NYSE Rules, although they are broadly comparable. The NEDs have regular meetings without management One of the NYSE’s similar requirements for the Audit present. There are also meetings of the INEDs as Committee states that at least one member of the required and at least once a year. Audit Committee should have accounting or related financial management expertise. The Board has determined that Garry Watts possesses such expertise and is therefore deemed the audit committee financial expert as defined in Item 16A of Form 20-F. 68 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 69


 
Our corporate governance framework is summarised below with further detail provided on the following pages. Governance framework STAKEHOLDERS (INCLUDING OUR PEOPLE, CUSTOMERS, SUPPLIERS, FRANCHISORS, INVESTORS, CONSUMERS AND COMMUNITIES) Affiliated Transaction Committee Has oversight of transactions with affiliates and makes recommendations to the Board (affiliates are holders of 5% or more of the securities or other ownership interests of CCEP). Audit Committee Monitors the integrity of the Group’s financial statements and results announcements, the effectiveness of internal controls and risk management, as well as managing the external auditor relationship. SEE PAGES 81-86 FOR MORE DETAILS Corporate Social Responsibility (CSR) Committee Oversees performance against CCEP’s strategy and goals for CSR, reviews CSR risks facing CCEP, including health and safety and climate change risks, and the practices by which these risks are BOARD OF managed and mitigated, approves sustainability commitments and targets, and monitors and reviews public policy issues that could affect CCEP. DIRECTORS SEE PAGES 34-43 FOR MORE DETAILS Provides overall Full sustainability performance data for 2019 will be published on our website in May 2020 leadership, independent Nomination Committee oversight of Sets selection criteria and recommends candidates for appointment as INEDs, reviews Directors’ performance and suitability for election/re-election by shareholders, considers Directors’ potential conflicts of is accountable to interest, oversees development of a diverse pipeline for senior management and Director shareholders for the succession, and oversees wider people matters for the Group, including culture, diversity, succession, talent and leadership. Group’s long-term DELEGATION success SEE PAGES 77-80 FOR MORE DETAILS Remuneration Committee Recommends remuneration policy and framework to the Board and shareholders, recommends remuneration packages for members of the Board to the Board, approves remuneration packages for senior management, reviews workforce remuneration and related policies and ACCOUNTABILITY principles, and governs employee share schemes. SEE PAGES 87-107 FOR MORE DETAILS Additional Director led Committees • Disclosure Committee • Capital Allocation Framework Committee Values Our Strategy (INCLUDED IN OUR CODE OF CONDUCT, (GUIDED BY FIVE KEY STRATEGIC IMPERATIVES WAYS OF WORKING AND OUR CULTURE) TO ENSURE WE GENERATE SUSTAINABLE SHAREHOLDER RETURNS) CEO: Empowered by authority of the Board ELT: Members report to and support the CEO to put agreed strategy into effect and run within their defined areas of responsibility CCEP on a day to day basis Our people 68 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 69


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Corporate governance report continued Board leadership and company purpose Our people are able to raise any concerns they have in confidence through Speak Up, the Group’s Role of the Board whistleblowing hotline. The Board amended the The Board is primarily responsible for the Group’s Audit Committee terms of reference so that it reports strategic plan, risk appetite, systems of internal control to the Board on whistleblowing arrangements, reports and corporate governance policies, to ensure the and investigations. long-term success of the Group, underpinned by sustainability. To retain control of key decisions and READ MORE IN THE AUDIT COMMITTEE REPORT ON PAGE 82 ensure there is a clear division of responsibilities, there SEE A SUMMARY OF OUR STAKEHOLDER ENGAGEMENT ON PAGES 52-55 is a formal schedule of matters reserved to the Board, which sets out the structure under which the Board manages its responsibilities, and provides guidance Board activities during the year on how it discharges its authority and manages The Chairman sets the Board agenda, which consists its activities. Key matters include: of the following discussion matters: • Strategic decisions • Updates from the CEO, the CFO and other key senior • Approval of annual and long-term business plans executives on the business performance and key • Suspension, cessation or abandonment of any material business initiatives activity of the Group • Governance matters • Material acquisitions and disposals • Strategy, diversity, sustainability, material expenditure • Approvals relating to listings and other Group matters • Change of the Company’s country of incorporation • Amendment or repeal of the constitution of the The key areas of focus for the Board’s activities and Company topics discussed during the year are set out in table 1 • Material commitment or arrangement of the Group on page 71. outside the normal course of business and/or not Strategy remained a key focus for the Board specifically identified in the annual business plan throughout the course of the year. It held a separate The Board, through the Nomination Committee, strategy session in September 2019, which was attended assesses and monitors the Group’s culture to ensure by members of the ELT. At the event the Directors and it aligns with the Group’s purpose, values and strategy members of the ELT considered progress since our set by the Board. 2018 strategy session and debated our future strategy, focusing on our portfolio, customers, competitors and READ MORE ABOUT OUR STRATEGY ON PAGES 16-17 our operating model and culture. SEE OUR NOMINATION COMMITTEE’S REPORT ON PAGES 78-80 Training and development Training and development opportunities are regularly Stakeholders provided to Directors following their induction to The Board recognises the importance of stakeholders ensure they continue to provide constructive challenge to CCEP – both their inputs to our business and our to management. The programme for 2019 is set out impact on them. We use a matrix to help ensure in table 2 on page 71. Directors have the right engagement and information to enable them to consider stakeholders’ interests Conflicts of interest in their decision making. The UK Companies Act 2006 (the Companies Act), Regular engagement with both existing and potential the Articles and the Shareholders’ Agreement allow the shareholders is important to the Board. On behalf of the Directors to manage situational conflicts (situations Board, our CEO, CFO and the investor relations team where a Director has an interest that conflicts, or may engage with investors and analysts throughout the year. conflict, with our interests). The Nomination Committee The Board receives regular updates on the views of considers issues involving potential situational conflicts shareholders and the investor relations programme. of interest of Directors. Each Director is required to declare any interests that The Board expanded the terms of reference and may give rise to a situational conflict of interest with remit of the Remuneration Committee to include CCEP on appointment and subsequently as they arise. remuneration policy and strategy at all levels across Directors are required to review and confirm their the Group. Likewise, the Nomination Committee’s interests annually. terms of reference were expanded to include other key people issues such as culture, succession planning The Board is satisfied that the systems for the reporting and diversity. The Chairmen of these two Committees of situational conflicts are operating effectively. are responsible for championing and reporting back on these matters and sit on each other’s Committees to ensure seamless coverage of the full range of people matters. The Board also takes the opportunity to engage with our people directly. READ MORE IN THE NOMINATION COMMITTEE REPORT ON PAGE 78 70 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 71


 
Table 1 Board activities in 2019 Strategic imperative (SI)/ area of focus Discussion topics Top line revenue • Increasing consumer choice by innovating on flavours and growing our portfolio of products and monitoring growth (SI) performance of innovations • Assessing acquisitions opportunities • Progress of the digital transformation programme • Long-term industry trends and opportunities • Enterprise risk management, including introduction of one risk operating model and risk assessment Customer and • Route to market development execution centric • Front line sales strategy business (SI) • CCEP Ventures, our innovation investment fund • Retail environments and customer challenges • Strategic review of cold drink equipment • Customer capabilities and world class key account management Competitiveness (SI) • Cybersecurity and risk mitigation • The 2019 and 2020 annual business plans, including strategic priorities • Long-range planning • Progress of transformation initiatives • Capital allocation and expenditure • Operating framework • Debt structure including bond programme and revolving credit facility with sustainability linked measures • Share buyback programme • Treasury matters including delegations of authority to management • Competitor review and analysis • External landscape review Sustainability and • Sustainable packaging strategy stakeholder equity (SI) • Deposit return schemes • Demand for low and no calorie products and product reformulation • Climate change risk and carbon reduction commitments • Engagement with CCEP’s key and other stakeholders • The move from Euronext London to London Stock Exchange • Brexit planning • Approval of 2018 Modern Slavery Statement, published in May 2019 • Approval of tax strategy • Our investor engagement plan Culture and • People strategy including performance acceleration, employee engagement, talent, diversity and inclusion, capability (SI) learning and development • Group culture and its role in supporting the strategy • Wider workforce remuneration • Attendance at Group wide workforce town hall with the whole Board Corporate governance • Approval of financial results and associated viability and going concern statements • Approval of trading updates • Approval of interim dividend payments • Approval of Integrated Report and Form 20-F for 2018, subject to final sign off by a sub committee • Approval of Notice of AGM, subject to final sign off by a sub committee • Board evaluation feedback and action plan • Approval of amended Articles of Association, subject to approval by shareholders • Reviewing and updating the governance guidelines for our Directors • Consideration of new reporting requirements affecting CCEP • Succession planning for the Board • Approval of policies and of policy governance and framework • Approval of new Director appointments: Dagmar Kollmann and Lord Mark Price Table 2 Director training and development programme Form of training Purpose Subject Briefings Focused on in depth studies Separate deep dives regarding: of matters of topical interest • Business process and technology and digital to CCEP as well as on relevant • Northern Europe and Belgian operations commercial, legal and • Finance regulatory developments • Legal • Customer service and supply chain Development sessions To address requests from • Category and consumer outlook, portfolio performance and plans Directors • Competitive strategy • Customer growth perspectives • TCCC Innovation Lab Tour, Atlanta, USA Site visits Visits to Group businesses, • Digital Market Tour factories and commercial outlets • Brussels, Belgium to enhance knowledge of CCEP • London, GB operations and meet employees, • Opportunity to attend annual kick off meetings in business units and supply chain suppliers and customers taken up by some Directors External speakers To receive insights from experts • Jim Dinkins, President of Coca-Cola North America and engage with stakeholders • Tim Brett, President of TCCC’s Western Europe business unit • Aedamar Howlett, Marketing Director of TCCC’s Western Europe business unit • Bjorn Jensen, Strategy and Insights Director of TCCC’s Western Europe business unit • Jon Wright, Head of Insights – EMEA, IGD • Jon Cummings, Senior Partner, McKinsey • Pavlos Exarchos, Senior Partner, McKinsey • Simon Land, Partner, McKinsey 70 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 71


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Corporate governance report continued Division of responsibilities Board and Committee meetings Governance structure The Board held six formal meetings during 2019, with additional ad hoc meetings with Board and Committee The Board, led by the Chairman, is responsible for members held in line with business needs. Directors the management of the Group. While both the and Committee members are expected to attend Executive Director and NEDs have the same duties every meeting. If a Director is unable to attend and constraints, they have different roles on the Board a meeting, the relevant meeting papers are provided (see table 3). There is a clear, written division of to that Director in advance of the relevant meeting responsibilities between the Chairman and the CEO. so that comments can be given to the Chairman The Board has approved a framework of delegated or Committee Chairman, as applicable, who relays authority to ensure an appropriate level of Board them at the meeting. After the meeting, the Chairman contribution to, and oversight of, key decisions and or Committee Chairman, as applicable, also briefs the the management of daily business that support its Director on the matters discussed. long-term sustainable success. This framework has Under the previous Articles, for a Board meeting to be been designed to enable the delivery of the Company’s quorate there had to be, among other things, a sufficient strategy and is outlined in our governance framework number of INEDs present to constitute a majority of the on page 69. Directors present at the meeting. As a result, given the The Board delegates certain matters to its Committees. current Board composition whereby all INEDs constitute Each of the five Committees has its own written terms a simple majority, if an INED was unable to attend of reference, which are reviewed annually. These are a Board meeting where all other Directors were in available at www.cocacolaep.com/about-us/ attendance, that meeting would not have been quorate. governance/committees. While we expect each Director to devote appropriate The CEO with the ELT manages the day to day business. time and attention to fulfil their duties as a Director, All decisions are made in accordance with our chart there may be occasions where a Director is unable to of authority, which defines our decision approval attend a meeting. At the 2019 AGM, the Articles were requirements and ensures that all relevant parties are therefore amended to give Directors the ability to notified of decisions impacting their area of appoint another Director (provided that an INED may responsibility. only appoint another INED) as their alternate in a situation where they are unable to attend a meeting. The NED terms of appointment are available for inspection at the Company’s registered office and Attendance during 2019 is set out in table 4. at each AGM. Among other matters, these set out the The Chairman attends most Committee meetings. time commitment expected of NEDs. On appointment, The Chairman of the Audit Committee sits on the Board took into account the other demands on the the Remuneration Committee. This helps ensure time of Nathalie Gaveau, Dagmar Kollmann and Lord remuneration outcomes align with the underlying Mark Price. The Board is satisfied that the other performance of CCEP. The Chairman of the Nomination commitments of all Directors do not interfere with Committee sits on the Remuneration Committee and their ability to perform their duties effectively. the Chairman of the Remuneration Committee sits on the Nomination Committee. This reflects CCEP’s joined SEE THE COMMITMENTS OF OUR DIRECTORS IN THEIR BIOGRAPHIES ON PAGES 60-64 up approach to investing in and rewarding our people. Table 3 Roles on the Board Role Responsibilities Chairman • Operating, leading and governing the Board • Setting meeting agendas, managing meeting timetables • Promoting a culture of open debate between Directors and encouraging effective communication during meetings • Creating the conditions for overall Board and individual Director effectiveness CEO • Leading the business • Implementing strategy approved by the Board • Overseeing the operation of the internal control framework Senior Independent Director • Advising and supporting the Chairman by acting as an alternative contact for shareholders and (SID) as an intermediary to NEDs NEDs • Providing constructive challenge, strategic guidance, external insight and specialist advice to the Board and its Committees • Hold management to account • Offering their extensive experience and business knowledge from other sectors and industries Company Secretary • Assisting the Chairman by ensuring that all Directors have full and timely access to relevant information • Advising the Board on legal, compliance and corporate governance matters • Organising the induction and ongoing training of Directors 72 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Cross membership between Committees enables Composition, succession and evaluation active collaboration and liaison across Committees. Committee cross membership is set out on the Board diversity and composition Company’s website at www.cocacolaep.com/about-us/ The composition of the Board and its Committees is set governance/committees. out in table 4 on page 74. This includes details of appointments and resignations during 2019. At the end of most Board meetings, two sessions are held: one that all Directors attend, without As their biographies on pages 60-64 show, our Board management present, and the other that all the NEDs members have a range of backgrounds, skills, attend, without management or the CEO present. experiences and nationalities, demonstrating a rich Directors may raise any matter they wish for discussion cognitive diversity beyond gender. at these sessions. SEE AN OVERVIEW OF OUR DIRECTORS’ SKILLS AND EXPERIENCE ON PAGE 59 Board support Our commitment to diversity begins at the top, with Board meetings are scheduled at least one year clear leadership from our Board, and is embedded at in advance, with ad hoc meetings arranged to suit every level of our business through our Inclusion and business needs. These meetings are held in a variety Diversity Policy, This is Forward and the CoC. Our Board of locations, reflecting our engagement with all is taking steps to ensure women make up 33% of its aspects of our international business. Directors in 2020. The Nomination Committee is The agenda of Board meetings follows our annual committed to overseeing a diverse pipeline for senior Board programme. This sets out the standing items management and Director positions. at each meeting, such as periodic activities (including READ MORE ABOUT SUCCESSION PLANNING ON PAGE 78 results and AGM documentation), business plan and the assessment of Board evaluation results. SEE THE BOARD’S DIVERSITY POLICY IN THE CRITERIA FOR SELECTION OF INEDS AT WWW.COCACOLAEP.COM/ABOUT-US/GOVERNANCE Before the Board meeting, the Chairman, CEO and READ MORE ABOUT THE GROUP’S APPROACH TO DIVERSITY ON PAGES 20-23 Company Secretary agree the final agenda. This covers discussion items such as the status of ongoing projects and stakeholder considerations. Comprehensive Board evaluation briefing papers are circulated electronically to all In line with best practice, we conduct an external Board Directors, to allow time to review the matters which evaluation at least once every three years. The last time are to be discussed. we did this was in 2018. Throughout the year Directors have access to the advice Given the depth and breadth of the 2018 evaluation and services of the Company Secretary and independent exercise, the Board determined that a more concise professional advice, at the Company’s expense. evaluation process was appropriate in 2019. The Board appointed Lintstock to support a questionnaire based Independence of Non-executive Directors exercise, alongside interviews of all Directors by the SID. The Board reviewed the independence of all the Lintstock has no other connection with CCEP or any NEDs against the UKCGC and also considered the individual Director. requirements of SEC Rule 10A-3 in relation to the The questionnaire and interview responses were Audit Committee. It determined that Jan Bennink, collated and reports produced on the performance and Christine Cross, Javier Ferrán, Nathalie Gaveau, effectiveness of the Board, each Committee and the L. Phillip Humann (until his resignation), Directors. The Board discussed the results openly and Orrin H. Ingram II, Thomas H. Johnson, constructively. Overall, the Board confirmed that it Dagmar Kollmann (from her appointment), continued to work effectively. Board composition, Lord Mark Price (from his appointment), Garry Watts expertise and dynamics were highly rated but some and Curtis R. Welling (until his resignation) are areas for further improvement were identified. These independent and continue to make effective are set out in table 5 on page 75. contributions. The Board recognises that seven of CCEP’s NEDs, including the Chairman, cannot be considered independent. However, they continue to demonstrate effective judgement when carrying out their roles and are clear on their obligations as Directors, including under section 172 of the Companies Act. Our CEO, Damian Gammell, is not considered independent because of his executive responsibilities to the Group. Consequently, the majority of the Directors and the NEDs are independent. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 73


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Corporate governance report continued Table 4 Meeting attendance by Board and Committee members(A) Independent or Affiliated nominated by Board of Transaction Audit Nomination Remuneration Olive Partners or ER(B) Directors Committee Committee CSR Committee Committee Committee Chairman Sol Daurella Nominated by 6 (6) 5 (5) 5 (5) Olive Partners Executive Director Damian Gammell CEO 6 (6) Non-executive Directors Jan Bennink Independent 6 (6) 4 (5)(E) (I) 2 (2)(K) 2 (2)(K) José Ignacio Nominated by 6 (6) 5 (5) Comenge Olive Partners Francisco Nominated by ER 6 (6) 4 (4) Crespo Benítez Christine Cross Independent 6 (6) 4 (4)(K) 3 (3)(K) 6 (6)(E) Javier Ferrán Independent 5 (6)(G) 5 (5) 5 (6)(G) Irial Finan Nominated by ER 5 (6)(J) 4 (5)(J) 5 (6)(J) Nathalie Gaveau Independent 6 (6) 4 (4) Álvaro Gómez-Trénor Nominated by 6 (6) Aguilar Olive Partners L. Phillip Humann(D) Independent 2 (2) 2 (2)(F) Orrin H. Ingram II Independent 6 (6) 6 (6) 2 (2)(K) Thomas H. Johnson SID 6 (6) 2 (2)(K) 3 (3)(F) 6 (6) Dagmar Kollmann(C) Independent 4 (4) 3 (3)(K) 2 (2)(K) Alfonso Líbano Nominated by 6 (6) 4 (4)(E) Daurella Olive Partners Lord Mark Price(C) Independent 4 (4) 2 (2)(K) 3 (3)(K) Mario Rotllant Solà Nominated by 6 (6) 6 (6) Olive Partners Garry Watts Independent 5 (6)(H) 6 (6)(E) 5 (6)(H) Curtis R. Welling(D) Independent 2 (2) 2 (2)(K) 2 (2)(K) (A) The maximum number of meetings in the period during which the individual was a Board or Committee member is shown in brackets. (B) Nominated pursuant to the Articles of Association and terms of the Shareholders’ Agreement. (C) Dagmar Kollmann and Lord Mark Price were appointed as INEDs on 29 May 2019. (D) L. Phillip Humann and Curtis R. Welling stepped down on 29 May 2019. (E) Chairman of the Committee. (F) L. Phillip Humann was chairman of the Nomination Committee until he stepped down on 29 May 2019, when Thomas H. Johnson became chairman of the Nomination Committee. (G) Javier Ferrán missed one day of the December 2019 Board meeting and one meeting of the Audit Committee in April 2019 due to prior engagements. Javier appointed Garry Watts as his alternate for the December 2019 Board meeting. (H) Garry Watts missed the October 2019 Board and Remuneration Committee meetings due to a prior engagement. Garry appointed Javier Ferrán as his alternate for the October 2019 Board meeting. (I) Jan Bennink missed the October 2019 Affiliated Transaction Committee meeting due to unforeseen illness and appointed Thomas H. Johnson as his alternate. Javier Ferrán chaired the Affiliated Transaction Committee in Jan’s absence. (J) Irial Finan missed the July 2019 Board, Nomination Committee and Remuneration Committee meetings due to unforeseen family circumstances. (K) When refreshing the Board during 2019, we took the opportunity to make changes so Committee membership best reflected the Directors’ skills and experience. On 29 May 2019, Dagmar Kollmann replaced Curtis R. Welling as a member of the Affiliated Transaction Committee and Christine Cross as a member of the Audit Committee. On 29 May 2019, Thomas H. Johnson and Curtis R. Welling were replaced as members of the CSR Committee by Jan Bennink and Lord Mark Price. On 29 May 2019, Jan Bennink and Orrin H. Ingram were replaced as members of the Nomination Committee by Christine Cross and Lord Mark Price. 74 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 75


 
Election and re-election of Directors Audit, risk and internal control and Remuneration The Board has determined that all Directors, subject Disclosures of compliance with provisions of the to continued satisfactory performance, shall stand Audit, risk and internal control and Remuneration for re-election at each AGM with the exception of the sections of the UKCGC are located elsewhere in this Chairman and some of the INEDs, as explained on Integrated Report. These disclosures include page 75. All Directors appointed by Olive Partners descriptions of the main features of CCEP’s internal (other than the Chairman) and ER plus Nathalie Gaveau, control and risk management systems as required by Dagmar Kollmann and Lord Mark Price will submit rule 7 of the Disclosure Guidance and Transparency themselves for re-election at the 2020 AGM. Rules (DTRs). Table 6 sets out where each respective Jan Bennink, Thomas H. Johnson and Dessi Temperley disclosure can be found. will stand for election at the 2020 AGM. Following its performance assessments of Directors, the Board is confident that each continuing Director will carry on performing their duties effectively and remain committed to CCEP. Table 5 2019 Board evaluation findings and actions Board focus Governance Induction 2019 findings Improve time management and Board and Committee governance Enhance the existing induction for prioritisation at meetings, focusing to be reviewed to support UKCGC new Directors to ensure they are able more on strategy and outcomes compliance and reflect changed to contribute effectively as quickly for stakeholders Board membership as possible Actions undertaken • Further improved the format for • Reviewed and updated Committee • Established Directors to mentor new in 2019 Board papers to ensure the required membership to reflect revised Directors to enhance understanding information is available to facilitate Board composition, skills and of CCEP and, where appropriate, discussion experience provide guidance on being a • Board agendas reviewed to ensure • Nomination Committee Chairman director of a UK listed company appropriate time allocation for to sit on Remuneration Committee • New NEDs during the year to strategic matters and vice versa to ensure seamless provide feedback on their induction • Held a separate Board strategy day coverage of all people matters processes and suggestions for • Enhanced the stakeholder engagement improvement matrix to ensure appropriate consideration of stakeholder interests Table 6 Disclosure of compliance with provisions of the Audit, risk and internal control and Remuneration sections of the UKCGC Items located elsewhere in the 2019 Integrated Report Page(s) Directors’ responsibilities statement 111 Directors’ statement that they consider the Integrated Report and financial statements, taken as a whole, to be fair, 111 balanced and understandable Going concern statement 110 Assessment of the Group’s principal risks 44-48 Viability statement 50 Risk management and internal control systems and the Board’s review of their effectiveness 49 Audit Committee report 82-86 Directors’ remuneration report 87-107 74 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 75


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Corporate governance report continued Annual General Meeting As with last year, the Chairman, SID and Committee Chairmen plan to attend the AGM to give shareholders The AGM continues to be a key date in our annual an opportunity to ask them questions about the Group shareholder engagement programme. In 2019, and its business, either during the AGM or informally members of the Board and the ELT attended the afterwards. They are also available to shareholders for AGM to discuss the resolutions in the Notice of AGM, discussion throughout the year to discuss any matters the business, and to answer shareholders’ questions. under their areas of responsibility, by contacting the We were pleased that all resolutions were passed Company Secretary. by more than 80% of those voting. READ MORE ABOUT OUR ENGAGEMENT WITH INVESTORS IN OUR S172(1) STATEMENT The 2020 AGM of the Company will be held in May at ON PAGES 52-53 Pemberton House, Bakers Road, Uxbridge, UB8 1EZ, United Kingdom. The Notice of AGM will set out a full Sol Daurella description of the business to be conducted at the Chairman meeting. This will be available on our website from the 16 March 2020 time of its posting to shareholders in April 2020. 76 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 77


 
Nomination Committee Chairman’s letter Expanding our people remit As our Chairman explains in her introduction to the Governance and Directors’ Report, the 2018 UK Corporate Governance Code applies to accounting periods beginning on or after 1 January 2019. The Committee’s terms of reference were widened to include specific responsibilities regarding culture and our people on a formal basis to ensure compliance with the new UKCGC. In 2019, we changed our Committee composition so that the Remuneration Committee Chairman, Christine Cross, now sits on the Nomination Committee and I sit on the Remuneration Committee. This allows us to keep informed and ensure, between us, that we champion and report back to the Board on all people matters. We are considered to be CCEP’s designated NEDs for engagement with our people. Looking forward to 2020 WE WILL CONTINUE TO DEDICATE TIME We will continue to dedicate time to: • Promote diversity, succession and talent policies and TO PROMOTE DIVERSITY, SUCCESSION practices that are in line with our purpose and values AND TALENT POLICIES AND PRACTICES and support our desired culture “ • Oversee the development of a diverse pipeline for THAT ARE IN LINE WITH OUR PURPOSE senior management positions as well as the Board • Provide input to the leadership talent development AND VALUES AND SUPPORT OUR programmes • Assess and monitor the Group’s culture on behalf DESIRED CULTURE.” of the Board • Support the rollout of the capability development programme to all employees • Monitor the implementation of our people Dear Shareholder reporting framework • Ensure the voice of our people is heard, understood Having taken over as Nomination Committee Chairman and considered by the Board in its decision making from L. Phillip Humann, I am pleased to report on the • Safeguarding governance work of the Nomination Committee during 2019. This year, our activities have focused on INED and senior management succession; embedding our culture; and Availability to shareholders our people, including developing a people reporting I will be available at our 2020 Annual General Meeting to dashboard. A brief summary of these activities is answer any questions about the work of the Committee. provided in table 1 on page 78. We give more details about some of these activities throughout the rest Thomas H. Johnson of the Nomination Committee report. Chairman of the Nomination Committee I would like to thank my predecessor, L. Phillip Humann, 16 March 2020 for his valuable contribution in chairing the Nomination Committee until he stood down as a Director at the AGM in May 2019. 76 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 77


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Nomination Committee report Nomination Committee role Succession The key duties and responsibilities of the Nomination Independent Non-executive Director succession Committee are set out in its terms of reference. We continue to focus on maintaining a well balanced These are available at www.cocacolaep.com/about-us/ Board with the right mix of individuals who can apply governance/committees. They cover the following areas: their wider business knowledge and experience to overseeing and guiding the delivery of the Group’s • Corporate governance strategy. To support this, we use a matrix of skills • Director selection, re-election and review required on the Board to support the Group’s future • Potential conflicts of interest plans, which we keep under review. Also, our INED • Evaluations of the Board and succession planning selection criteria reflect the importance of selecting • Culture and workforce candidates who can give voice to stakeholder interests effectively, particularly to help discharge the Board’s Activities of the Nomination Committee during the year duties under section 172 of the Companies Act 2006. The Nomination Committee has a process for SEE OUR CRITERIA FOR THE SELECTION OF INEDS AT WWW.COCACOLAEP.COM/ABOUT-US/GOVERNANCE planning its future meeting agendas and topics to be considered. Table 1 sets out the matters considered To ensure we maintain the right balance of skills and by the Committee during 2019. More detail about some experience on the Board, we continue to plan for the of these matters is provided in the rest of this report. managed succession of INEDs. We have drawn up INED The Committee met five times during the year. candidate specifications based on our existing selection criteria, our stated diversity targets and the gaps SEE DETAILS OF ATTENDANCE AT MEETINGS ON PAGE 74 identified through our skills matrix. We engaged MWM Consulting, a firm of external recruitment consultants, to identify a potential INED candidate. From the initial list of potential candidates, a shortlist was identified for interview by members of the Committee, the Chairman and other Board members. They were assessed objectively against the candidate specifications. MWM Consulting supported some of CCEP’s specialist recruitment activities in 2017. It has no other connection to CCEP and has no connection to any individual Director. It is a signatory to the UK’s Standard Voluntary Code of Conduct for Executive Search Firms. Table 1 Matters considered by the Nomination Committee during 2019 Meeting date Key agenda items March 2019 • Talent management • Bringing the voice of our people to the Board • Director succession, particularly INEDs • Committee evaluation May 2019 • Succession planning for ELT and senior management • People strategy • Committee governance and people agenda • Review of the Board’s governance guidelines July 2019 • Culture development • Employee wellbeing • Succession planning for ELT and senior management • Director succession, particularly INEDs October 2019 • Culture development • Employee wellbeing • Succession planning for ELT and senior management • Director succession, particularly INEDs December 2019 • Inclusion and diversity • Director succession, particularly INEDs • Board evaluation process • Bringing the voice of our people to the Board 78 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 79


 
We announced on 11 March 2020 that Dessi Temperley Evaluation would, subject to her election at the AGM in May 2020, At the end of each year, we recommend the process succeed Orrin H. Ingram. Dessi brings deep financial to be used to evaluate the performance of the Board expertise, commercial insight and knowledge of and its Committees at the start of the following year. European markets. She will also undertake a detailed induction programme. We recommended to the Board that a concise evaluation process be undertaken in early 2020 similar Appointments during the year to that undertaken in 2019. The Board accepted our Nathalie Gaveau was appointed to succeed Véronique recommendation and appointed Lintstock to support Morali with effect from 1 January 2019. She brings a questionnaire based exercise, alongside interviews valuable digital and international experience to of all Directors by the SID. the Board, along with broad business experience. READ MORE ABOUT THE 2019 EVALUATION EXERCISE ON PAGE 73 Dagmar Kollmann and Lord Mark Price were appointed to succeed L. Phillip Humann and Curtis R. Welling with effect from 29 May 2019. In addition to their Diversity wide business expertise Dagmar brings a wealth of Diversity on the Board experience in finance and international listed groups to Cognitive diversity is important to good decision the Board, while Mark brings his substantial experience making, and we have paid particular attention to this in retail. in our succession planning. This is driven by diversity of background, including gender and ethnic diversity. Induction It is part of the INED selection criteria, and supports All new Directors receive a suite of induction materials the Board’s stated target to ensure that 33% of its explaining: Directors are women by 2020 and take into account • Their role and responsibilities the recommendations of the Parker Review. Diversity • Attributes of an effective board is a key consideration in considering potential • Their legal duties and responsibilities, including INED candidates. in relation to section 172 of the Companies Act During 2019, one female INED replaced another female • The calendar of Board and Committee meetings INED who stood down, one female INED was appointed • Governance documents, policies and procedures in place of a male INED who stepped down and one • Committee terms of reference male INED who stepped down was replaced by another • Our CoC male INED. As a result, female representation on the • Our share dealing code Board increased to 23.5% in 2019 compared to 17.6% • Background information about the Group in 2018. It will increase to 29.4%, subject to Dessi Temperley’s election at the AGM. Established Directors mentor new Directors. Meetings with members of the Board and the ELT and site visits READ MORE ABOUT OUR APPROACH TO DIVERSITY ON PAGES 58-59 in a number of our markets are also arranged. Nathalie, Dagmar and Mark each undertook a Inclusion, diversity and talent comprehensive induction programme. This was tailored We are committed to fostering an inclusive to their individual requirements and phased to allow environment and building diverse talent within the feedback and further customisation of meetings and Group embedded through our Inclusion and Diversity other development activities. Policy. We received updates on the progress of inclusion and diversity initiatives, in particular the target to have Executive Leadership Team 40% of our management positions held by women During 2019 we considered succession plans for the by 2025. Group’s ELT. Ron Lewis departed as Chief Supply Chain In 2018, we launched a new inclusive approach to talent Officer at the end of August 2019. José Antonio and succession. In 2019, we have operationalised that Echeverría was appointed to succeed him as Chief approach, to review employee potential, agree critical Customer and Supply Chain Officer, with an expanded roles, update succession plans and identify early in brief including driving great service for our customers. career emerging leaders. This reflects our goal of delivering world class customer service, every day. READ MORE ABOUT OUR APPROACH TO DIVERSITY ON PAGES 20-21 78 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 79


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Nomination Committee report continued Our people Capability We oversee the approach to culture, succession We believe that building our leadership capability planning and talent management, including diversity, is a key differentiator for performance. In 2017, our top for the whole Group. 500 leaders took part in our leadership development programme, Accelerate Performance. Since then In 2019, we scrutinised the Group’s new people Accelerate Performance has evolved and training was reporting dashboard to ensure we receive accurate rolled out to reach all employees across CCEP. In 2019, data and actionable insights about our people. Metrics Accelerate Performance 2 was launched, the next phase include female leadership headcount, annual voluntary to continue accelerating performance among our top turnover, engagement score, safety performance and 500 leaders. promotion rate. These were chosen based on external benchmarks, best practice, business relevance and availability of accurate data. Independence SEE THE LIST OF NON-EXECUTIVE DIRECTORS DETERMINED TO BE INDEPENDENT ON PAGE 74 Engagement In 2019, we conducted the Group’s second engagement Thomas H. Johnson survey, built around our agreed ways of working. Chairman of the Nomination Committee We considered the results and action plans with 16 March 2020 management. We were pleased that the results showed engagement overall had increased since the 2018 engagement survey. Our people continue to feel safe at work, empowered to make decisions and that personal growth and inclusion and diversity have improved. Response rates were up by 9% and we received almost 21,000 written comments, showing a real appetite to participate in the survey. As in 2018, our people identified some areas for improvement. We are reassured that management remains committed to take action on and improve scores in decision making, leadership and communications, personal growth and customer focus. READ MORE ABOUT HOW WE ENGAGE WITH OUR PEOPLE ON PAGE 19 80 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F PB


 
Audit Committee Chairman’s letter We remain committed to a thorough and robust approach to risk management, governance and internal control. Our 2019 agenda covered a range of topics, with a focus on accounting and reporting, risk and internal controls, internal and external audits, ethics and compliance, business continuity management, enterprise risk management (ERM) and data privacy and cybersecurity. We continue to oversee the Group’s internal control and risk management framework to ensure that all material control processes, including the audits of those processes, are robust and fit for purpose. Further information about the Committee’s involvement in respect of our internal control systems is available in the Audit Committee report. This year, we dedicated significant time to overseeing the implementation of the new accounting standard, IFRS 16, “Leases”. We asked management for regular reports to assess the effectiveness of the newly implemented systems and controls and we have spent WE REMAIN COMMITTED time reviewing management’s statements and assumptions in this area. We are confident that the TO A THOROUGH AND ROBUST transitional impacts of IFRS 16 have been effectively “APPROACH TO RISK MANAGEMENT, evaluated and reported during the year. Continuing data privacy considerations, including the GOVERNANCE AND INTERNAL General Data Protection Regulation, and the inherent risks that come with advances in technological CONTROL.” processes, have ensured that IT and cybersecurity were high on the Committee’s agenda this year. We received regular and detailed reports from management on Dear Shareholder their continued assessment of the risks associated with I am pleased to present the report of the Audit our use of technology. The Committee took these risks Committee for 2019. During the year we have carried into consideration as part of its oversight of the Group’s out our responsibilities in accordance with the UKCGC wider ERM strategy and business continuity planning. and have continued to provide support and advice to the Board on the matters set out in the Committee’s terms of reference, and on other matters at the request Availability to shareholders of the Board. Further information on the Committee’s I will be available at our 2020 AGM to answer any role is set out on page 82. questions on the work of the Committee. The Committee’s remit was amended in 2018 to reflect Garry Watts the UKCGC, which took effect from 1 January 2019. The Chairman of the Audit Committee Board now has overall responsibility for whistleblowing 16 March 2020 matters. However, the Committee continues to receive and consider reports related to whistleblowing and provides the Board with key information for its consideration as appropriate. The Committee’s extended remit includes responsibility for enabling relevant effective stakeholder engagement. Our agenda this year included the review and approval of policies affecting, among others, our people, our suppliers and our external auditors. A key milestone for the Group this year was the move of CCEP’s UK listing from Euronext London to London Stock Exchange to improve visibility and market access for investors. The Committee supported the Board in its oversight of this move. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 81


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Audit Committee report Main responsibilities of the Audit Committee Matters considered by the Audit Committee during 2019 The role and responsibilities of the Audit Committee The Committee met six times during the year. Reports are set out in its terms of reference, which are available from the internal and external auditors were presented on the Company’s website at www.cocacolaep.com/ as standing agenda items, along with reports from about-us/governance/committees. Key responsibilities senior management on the following topics in the include: Committee’s remit: • Monitoring the integrity of the Group’s annual audited • Accounting and reporting matters financial statements and other periodic financial • Legal matters statements and reviewing any key judgements • Ethics and compliance matters, including contained in them whistleblowing and CoC breaches • Reviewing the adequacy and effectiveness of the • Business continuity management Group’s internal control processes • ERM • Oversight of the Group’s compliance, operational • Capital projects review and approval and financial risk assessments as part of the broader ERM programme The Committee’s interactions with the internal audit • Review and assessment of the scope, operation and function and the external auditor during the year are effectiveness of the internal audit function discussed in more detail later in this report. A summary • Making recommendations to the Board regarding of key matters considered by the Audit Committee in appointment, reappointment or removal of the 2019, in addition to standing items, is set out in table 1 external auditor on page 83. • External auditor terms of engagement, remuneration SEE DETAILS OF ATTENDANCE AT MEETINGS ON PAGE 74 and independence • Supporting the Board in relation to specific matters including oversight of the annual and long-term Financial reporting, significant financial issues business plans, dividend and capital structure and and material judgements capital expenditure As mentioned in the 2018 Integrated Report, the Group The Committee Chairman provided updates to the adopted a significant new accounting standard, IFRS 16, Board on the Committee’s activities during the year. “Leases”, with effect from 1 January 2019. This standard has a significant impact on the Group’s reporting of its Composition of the Audit Committee assets and liabilities, as well as on the classification of The Group follows UK corporate governance practices, cash flows relating to lease contracts. To govern its as allowed by the NYSE Rules for FPIs. In accordance implementation, the Group established a steering with the UKCGC, the Committee comprised four NEDs committee in 2018, which presented its progress reports in 2019, each of whom the Board has deemed to be to the Committee during 2019. The Committee independent. The Board is satisfied that each member monitored the Group’s approach to IFRS 16 disclosures of the Committee has competence relevant to the during the year, ensuring consistency with the new fast moving consumer goods sector in which the accounting model. Group operates. READ MORE ABOUT THE TRANSITIONAL IMPACT OF IFRS 16 IN NOTE 2 TO THE FINANCIAL STATEMENTS ON PAGE 132 In accordance with SEC Rules, as applicable to FPIs, the Group’s Audit Committee must fulfil the independence In line with the practice of many of CCEP’s peers in requirements set out in SEC Rule 10-3A. The Board has Europe, we moved away from announcing our full determined that the Audit Committee satisfies these financial results every quarter in 2019. Instead, we requirements and that the Committee Chairman, published full financial results half yearly, and at the end Garry Watts, may be regarded as an audit committee of quarters one and three we published higher level financial expert as defined in Item 16A of Form 20-F. trading updates. The Committee undertook a formal review of each of the Group’s financial results, associated READ MORE ABOUT THE AUDIT COMMITTEE MEMBERS ON PAGES 60-64 earnings announcements and trading updates. For each statement, the Committee considered the significant accounting principles, policies and practices applied along with their appropriateness and the significant judgements made. Details regarding the significant reporting matters identified and the related Committee considerations are set out in table 2 on page 84. SEE OUR VIABILITY STATEMENT ON PAGE 50 82 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
Table 1 Matters considered by the Audit Committee during 2019 Meeting date(A) Key matters considered in addition to standing agenda items(B) February 2019 • 2018 preliminary Q4 and full year results, including significant estimates and judgements • IAS 36, “Impairment” • Tax matters March 2019 • 2018 Integrated Report, including the viability and going concern statements, accounting policies and related significant judgements and estimates • IFRS 16, “Leases” update • Sarbanes-Oxley Act (SOX) section 404 (s404) compliance • 2019 internal audit plan • 2019 ethics and compliance plan and objectives • Move of London standard listing from Euronext London to London Stock Exchange, including the summary prospectus • Treasury matters • Audit Committee evaluation April 2019 • 2019 Q1 trading update • 2019 Q2 interim dividend May 2019 • IFRS 16, “Leases” reporting • Spain VAT reimbursement • Accounting policy manual update • IT/cybersecurity update • Treasury matters • Synergy audit and certification update • Anti-bribery and corruption policy • Regulatory and audit reform matters July 2019 • 2019 half year results, including significant estimates and judgements • FPI status • Revolving credit facility • Cold drink equipment optimisation • SOX s404 compliance December 2019 • Pay for performance • IAS 36, “Impairment” • SOX s404 compliance (A) In lieu of an Audit Committee meeting in October 2019, standing agenda matters (including the review of the 2019 Q3 trading update and proposed interim dividend) were considered by the Board. Further information on the matters considered by the Board at this meeting and during the year can be found on page 71. (B) During February and March 2020, the Committee discussed matters regarding the year ended 31 December 2019, which included: • Reviewing the 2019 preliminary Q4 and full year results and the 2019 Integrated Report, including its significant estimates and judgements, accounting policies, viability and going concern statements • Advising the Board on whether, in the Committee’s opinion, the 2019 Integrated Report is fair, balanced and understandable • Independent auditor’s report on the full year results • Approval of this Audit Committee report Audit Committee assessment of the 2019 The estimates and judgements made on the significant Integrated Report financial reporting matters regarding financial statements are summarised in table 2 on page 84. The Committee undertook a review of a developed The Committee reviewed these in depth, along with draft of the 2019 Integrated Report and provided its management’s assessment of the Group as a going feedback, which was applied. concern and the statement of long-term viability The Committee considered whether the Group’s contained in the Strategic Report. The Committee position, strategic approach and performance during concluded that they are appropriate and acceptable in the year were accurately and consistently portrayed light of the risks facing the business and all significant throughout the 2019 Integrated Report. As part of its matters brought to the Committee’s attention during the review, the Committee referred to the management year. The 2019 Integrated Report is, in the opinion of the reports it had received and considered during the year, Committee, fair, balanced and understandable and together with the findings and judgements of the provides the information necessary for shareholders to internal and external auditors. assess CCEP’s performance, business model and strategy. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 83


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Audit Committee report continued Table 2 Significant reporting matters in relation to financial statements considered by the Audit Committee during 2019 Accounting area Key financial impacts Audit Committee considerations Deductions from Cost of customer marketing The Group participates in various programmes and arrangements with customers designed revenue and sales programmes in 2019: to increase the sale of products. Among the programmes are arrangements under which incentives €3.2 billion allowances can be earned by customers for attaining agreed upon sales levels or for participating in specific marketing programmes. For customer incentives that must be Accrual at 31 December 2019: earned, management must make estimates related to the contractual terms, customer €701 million performance and sales volume to determine the total amounts earned. Under IFRS 15, these types of variable consideration are deducted from revenue. There are significant estimates used at each reporting date to ensure an accurate deduction from revenue has been recorded. Actual amounts ultimately paid may be different from these estimates. At each reporting date, the Committee received information regarding the amount of customer marketing spend of the Group along with period end accruals. The Committee also discussed and challenged management on key judgements and estimates applied during the period and any relevant information on significant or abnormal movements in accrual balances, if applicable. Tax accounting 2019 book tax expense: The Group evaluated a number of tax matters during the year, including legislative and reporting €364 million developments across tax jurisdictions, risks related to direct and indirect tax provisions in all jurisdictions, the deferred tax inventory and potential transfer pricing exposure and the 2019 cash taxes: implementation of IFRIC 23. Throughout the year, the Committee received information from €270 million management on the critical aspects of tax matters affecting the Group, considered the 2019 effective tax rate: information received, and gained an understanding of the level of risk involved with each 25.0% significant conclusion. Additionally, the Committee continued to receive updates on the Group’s outstanding VAT receivable in Spain, of which €126 million was refunded during 2019. The Committee agreed with management’s conclusion that, in light of the continued delay in the meeting of the Arbitration Committee, it remained appropriate to treat the amount subject to arbitration, €201 million, as a non-current asset. The Committee also considered and provided input on the Group’s disclosures regarding these and other tax matters.   SEE FURTHER INFORMATION IN NOTE 20 TO THE FINANCIAL STATEMENTS ON PAGE 161 Asset impairment Franchise intangible assets The Group performs an annual impairment test of goodwill and intangible assets with analysis with indefinite lives: indefinite lives, or more frequently if impairment indicators are present. The testing is €8.2 billion performed at a cash generating unit (CGU) level, which for the Group are based on geography and generally represent the individual territories in which the Group operates. Goodwill: The Group did not record any impairment charges as a result of the tests conducted in 2019. €2.5 billion The Committee received information from management on the impairment analysis performed, focusing on the most critical assumptions such as the terminal growth rate and the discount rate, as well as changes from the prior year, including the impact of IFRS 16. The Committee reviewed and challenged a sensitivity analysis provided by management to understand the impact of changes in key assumptions, primarily the discount rate. The Committee was satisfied with the assumptions used by the Group and also considered and reviewed the Group’s disclosures about its impairment testing. Restructuring Restructuring cost recorded During 2019 the Group commenced new restructuring initiatives, including a transformation accounting in 2019: project relating to our cold drink equipment operations. The Committee has been regularly €130 million updated by management on the nature of such initiatives and key assumptions underpinning the related provision in the financial statements. Restructuring provision at 31 December 2019: The integration and synergy programme was completed in the first half of 2019, on which the €168 million Committee continued to receive regular updates from management on the status, including cost incurred and synergy tracking. The Committee received programme assurance from a third party audit regarding the validation of synergies captured. The Committee also reviewed the Group’s restructuring provision balance as at 31 December 2019 and was in agreement that it does not contain significant estimation uncertainty. The Committee was satisfied with the appropriateness of the restructuring accounting during the year and the disclosures included in the financial statements. 84 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F


 
External audit subsequently monitored the non-audit work performed to ensure it remained within the agreed policy Effectiveness of the external audit process guidelines. It also considered the extent of non-audit The Committee has responsibility and oversight of services provided to the Group. The Committee the Group’s relationship with its external auditor, Ernst determined, based on its evaluation, that the external & Young LLP (EY) and for assessing the effectiveness auditor was independent. of the external audit process. EY was appointed as the external auditor in 2016 and the lead audit partner is Karl Reappointment of the external auditor Havers. The Committee confirms voluntary compliance The Committee has responsibility for making a with the provisions of the Statutory Audit Services for recommendation to the Board regarding the Large Companies Market Investigation (Mandatory Use reappointment of the external auditor. Based on its of Competitive Tender Processes and Audit Committee continued satisfaction with the audit work performed to Responsibilities) Order 2014, as published by the UK date and EY’s continued independence, the Committee Competition and Markets Authority. has recommended to the Board, and the Board has In 2019, the Committee agreed the approach and approved, that EY be proposed for reappointment by scope of the audit work to be undertaken by EY shareholders as the Group’s external auditor at CCEP’s for the financial year. It also reviewed EY’s terms of 2020 AGM. engagement and agreed the appropriate level of fees payable in respect of audit and non-audit services. Internal audit SEE DETAILS OF THE AMOUNTS PAID TO THE EXTERNAL AUDITOR IN NOTE 17 TO THE ACCOUNTS ON The internal audit function provides an independent PAGE 158 and objective assessment of the adequacy and The audit of CCEP’s Integrated Report for the year effectiveness of the Group’s integrated internal ended 31 December 2018, performed by EY, was control framework, which combines risk management, chosen by the FRC for an audit quality review as part governance and compliance systems. The internal audit of its routine quality monitoring process. The Audit function reports directly to the Audit Committee and Committee received a full copy of the findings and comprises approximately 25 full time, professional audit discussed these with EY to consider the point raised by staff based in London, Berlin, Madrid and Sofia with the review. The Audit Committee is satisfied that the a range of business expertise working across multiple matter raised does not give it concerns over the quality, disciplines. objectivity or independence of the audit. EY provided the Committee with regular reports on the Effectiveness of the internal audit function status of the audit, its assessment of the agreed areas At the start of the year, the Committee reviewed and of audit focus and findings and conclusions to date. The approved the internal audit plan for 2019 and agreed Committee reviewed the experience and expertise of its budget and resource requirements. A significant the audit team, the fulfilment of the agreed audit plan proportion of internal audit’s resources were allocated and any variations to it, feedback from the Group’s to extensive testing of the Group’s internal control businesses and the contents of the external audit report. systems, particularly the design and operating The Committee confirmed its satisfaction with the effectiveness of financial reporting controls in effectiveness of the external auditor. accordance with SOX requirements. The effectiveness of the internal audit function was continually monitored External auditor independence against the approved plan through reports received by the Committee during the year. These provided key The continued independence of the external auditor internal audit observations and described proposed is important for an effective audit. The Committee has improvement measures and related timeframes given developed and implemented policies that govern the to management. The Chief Audit Executive attended use of the external audit firm for non-audit services the scheduled meetings of the Committee during 2019 and limit the nature of the non-audit work that may to present the function’s reports and raise any key be undertaken. The external auditor may, with matters with the Directors. Senior management pre-approval from the Committee, undertake specific confirmed to the Committee that there was no known work for which its expertise and knowledge of CCEP are impairment to the internal audit function’s important. It is precluded from undertaking any work independence or objectivity in undertaking the internal that may compromise its independence or is otherwise audit work performed during 2019. prohibited by any law or regulation. Management undertook a post-audit completion The Committee received a statement of independence survey of internal stakeholders for the prior year to from EY in March 2020 confirming that, in its gauge satisfaction with the internal audit function. professional judgement, it is independent and has Senior management, and others involved directly in the complied with the relevant ethical requirements internal audit process, were asked to rate the quality regarding independence in the provision of its services. of the audit team and the audit process and the results The report described EY’s arrangements to identify, were presented to the Committee. manage and safeguard against conflicts of interest. As per CCEP’s Internal Audit Charter, the Committee The Committee reviewed the scope of the non-audit plans to engage an independent third party in 2020, services proposed by EY to ensure there was no to review the effectiveness of the internal audit function impairment of judgement or objectivity, and against the Institute of Internal Auditors’ standards. Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 85


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Internal control and risk management Investigations into potential breaches of our CoC are overseen in each BU by the BU’s CoC committee, chaired The Group depends on robust internal controls and an by the BU’s Vice President, Legal. All potential CoC effective risk management framework to successfully breaches and corrective actions are overseen by the deliver its strategy. The Audit Committee is responsible Group CoC committee, which is a sub committee of the for monitoring the effectiveness of the Group’s internal Group compliance and risk committee and is chaired control systems, which includes its compliance with by the Chief Compliance Officer. The Group CoC relevant sections of the UKCGC and the requirements committee also: of SOX, specifically sections 302 and 404, as it applies to US FPIs. • Ensures that all reported cases have been recorded, investigated in a timely manner and a conclusion Effectiveness of the internal control and risk reached • Evaluates trends management systems • Ensures consistent application of the CoC across CCEP The Committee continued to have responsibility for monitoring the effectiveness of the Group’s material As required under the Spanish Criminal Code, the Iberia internal controls during 2019. Reports were presented BU has an ethics committee formed of members of the to the Committee on the continued harmonisation Iberia BU leadership team. It is responsible for any of the internal control framework and the remediation ethics and compliance activities, including overseeing of any identified control deficiencies. The Committee the local crime prevention model. It reports to the was asked to consider proposed risk mitigation actions board of the Iberia BU and the Chief Compliance and the implications of the Group’s business capability Officer. programme. The Committee reviewed all whistleblowing matters In 2019, management undertook a top down assessment brought to its attention in 2019 and determined that of business unit (BU) and functional risk systems, in there were no matters that required Board attention conjunction with an independent assessor. The results of during the year. this assessment were presented to the Committee at the end of the year. The Committee reviewed the findings SEE DETAILS OF COC REPORTS ON PAGE 25 and confirmed that the subsequent approach proposed by management to further enhance the Group’s ERM Garry Watts systems was satisfactory. Chairman of the Audit Committee The Group’s internal control of financial reporting was 16 March 2020 deemed to be designed and operating effectively as at 31 December 2019. FURTHER INFORMATION ABOUT THE GROUP’S RISK MANAGEMENT AND INTERNAL CONTROL PROCESSES IS SET OUT ON PAGE 49 Whistleblowing In each of our territories, we have established ways for employees to raise concerns. These include channels for employees to contact a line manager or people and culture representative, or to share information through our dedicated, independent and confidential Speak Up channels. In accordance with the CoC, retaliation against anyone for making a genuine report, or for cooperation in an investigation, is prohibited. The Committee reviews the adequacy and security of the Group’s Speak Up channels and other arrangements for its employees and contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or other matters, which may include breaches of the CoC. An overview of all reported incidents is presented to the Committee. The Committee reports on these matters, as appropriate, to the Board, which has overall responsibility for oversight of whistleblowing matters. 86 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 87


 
Statement from the Remuneration Committee Chairman As part of this process we engaged with our largest 15 shareholders and representative bodies and had a number of productive meetings which provided the Remuneration Committee with valuable feedback. Shareholders we engaged with were aligned with our view that the current remuneration policy continues to meet our key objectives and that no fundamental changes to the remuneration policy are required. However, we have made some minor changes to the remuneration policy to further align with best practice, particularly in the context of the UKCGC, and to formally enshrine current practices into the remuneration policy. These include the implementation of a two year post-vesting holding period for Long-Term Incentive Plan (LTIP) awards, which was first applied to awards made in 2019, and the explicit inclusion of Remuneration Committee discretion to adjust formulaic incentive outcomes to ensure they reflect underlying business performance. OUR REMUNERATION POLICY We are confident that the revised policy will continue to provide a remuneration framework for the next three AND OUTCOMES REFLECT A STRONG years that supports the business to meet its objectives “EMPHASIS ON PERFORMANCE in a manner which is aligned with good governance. RELATED PAY, ALIGNED TO Context for executive remuneration at CCEP – business performance SHAREHOLDER INTERESTS AND The remuneration policy provides alignment with OUR STRATEGIC AIMS.” shareholders through a significant focus on variable remuneration. Both the annual bonus and LTIP are subject to stretching performance targets which are Dear Shareholder matched to our key financial performance indicators. On behalf of the Board, I am pleased to present the SEE OUR PERFORMANCE INDICATORS ON PAGES 2-3 Directors’ Remuneration Report for CCEP (or the Group) for the year ended 31 December 2019. This includes 2019 was another year of solid performance. The a revised remuneration policy which shareholders business continued to deliver profitable revenue growth are asked to formally approve at our 2020 AGM. through managing price and mix across our portfolio, This replaces our first remuneration policy which was delivering solid in market execution and a step up in approved by shareholders at our 2017 AGM. We have also innovation. This also resulted in market value share gains set out our Annual report on remuneration (ARR), which across all our geographies. will be subject to an advisory vote at our 2020 AGM. Remuneration outcomes for 2019 Revised remuneration policy Annual bonus We have reviewed our remuneration policy during 2019 The solid performance outlined above has been to ensure that it remains aligned with our key objectives reflected through the annual bonus, with an overall of being: Business Performance Factor of 98% of target being • Simple, transparent and aligning the interests of achieved. Combined with the Individual Performance management and shareholders Factor applied to the CEO, this has resulted in a total • Focused on delivering our business strategy bonus payment to Damian Gammell of 43.7% of • Aligned with the latest corporate governance maximum, or 157% of salary. guidelines, legislative requirements and best practice • Able to be cascaded through the organisation and applicable to the wider workforce 86 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 87


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Statement from the Remuneration Committee Chairman continued Long-term incentives We are in the process of reviewing our overall Damian Gammell received his first CCEP LTIP award in longer-term commitments in respect of reducing March 2017, which will vest on 27 March 2020. This award CO2e emissions to be in line with the ambition to keep was subject to earnings per share (EPS) and return on the global temperature rise to within 1.5°C. To ensure invested capital (ROIC) performance conditions over the alignment with our overall business strategy, we intend three year period to 31 December 2019 (see the ARR for to set our LTIP targets in line with the proposed full definitions of EPS and ROIC). trajectory of these new longer-term ambitions over the next three years. Performance over the last three years has been strong, resulting in an overall vesting level of 118% of target. Significant work has been carried out over recent months This is estimated to have a final vesting value of to ensure these science based targets are suitably £6.89 million. Over 26%/£1.8 million of the value of this stretching. It is important that these targets can be award is a result of the significant share price growth externally verified and this process is currently being over the period, which has delivered over £2.3 billion finalised. Once this has been completed we will be able to of value to shareholders. set the specific LTIP targets very shortly and will disclose these targets in full in next year’s remuneration report. Once this award has vested, Damian Gammell will have a shareholding significantly in excess of the 300% of salary Further details are provided on page 105 shareholding guideline under the remuneration policy. Remuneration element 2019 implementation Key terms CEO pay ratio Base salary 1.8% increase Lower than the average SEE PAGE 104 UK wider workforce The vesting of the LTIP award makes up over two thirds increase of Damian Gammell’s single figure for 2019 and is the Pension £30,000 Payment in lieu of pension main driver behind the CEO pay ratio set out on page SEE PAGE 104 (2.5% of salary) – aligned with policy for all 102. Excluding the LTIP, the median pay ratio is 67:1. other UK employees Annual bonus Target opportunity Subject to financial and SEE PAGE 105 of 150% of salary individual performance Consideration of the wider workforce FOR FURTHER calculated on a As highlighted in my letter last year, the Remuneration DETAILS INCLUDING multiplicative basis Committee’s remit was expanded in 2019 and in July DEFINITIONS OF Financial measures of FINANCIAL METRICS we received our first annual report in respect of wider operating profit, revenue and operating free cash workforce remuneration. This information provided the flow aligned with key Committee with great insights to the pay and reward financial indicators policies throughout CCEP, which helped inform the LTIP Target award of Subject to EPS and ROIC review of the remuneration policy and its SEE PAGE 105 250% of salary performance each with an implementation for 2020. equal weighting (42.5%). Final 15% of award subject to reduction in Implementation of remuneration policy in 2020 CO2e emissions Additional two year Our strategic priorities remain unchanged as we holding period to apply continue to focus on delivering low single digit revenue following three year growth and mid single digit operating profit growth. performance period The current remuneration framework continues to support this strategy and therefore the remuneration policy will be operated in 2020 on a very similar basis Looking ahead as it was during 2019. We intend for our new remuneration policy to remain As discussed with shareholders during the recent in place for the next three years. However, we will consultation process, a key focus of CCEP’s long-term continue to engage with shareholders to ensure we are strategy is focused around operating the business in implementing the policy in a way which is aligned with a sustainable manner. The Remuneration Committee both good governance and commercial best practice. considers that this should be reflected in the Company’s Our remuneration policy and outcomes reflect a strong LTIP to further align the remuneration framework with emphasis on performance related pay, aligned to the business strategy. Therefore, for awards made in shareholder interests and our strategic aims. I hope 2020, a sustainability measure will be included with a we continue to receive your support in respect of our 15% weighting. revised policy and ARR at our forthcoming AGM. Taking into account feedback from shareholders and management, the Remuneration Committee determined Christine Cross that the sustainability measure should be focused around Chairman of the Remuneration Committee the reduction of greenhouse gas emissions (CO2e) across 16 March 2020 our entire value chain. This is a measure that incorporates a number of other key sustainability objectives and is one that all LTIP participants can truly influence. SEE PAGE 42 FOR FURTHER DETAILS IN RESPECT OF THE LINK BETWEEN CHANGES IN OUR PACKAGING AND REDUCTION IN CO2E 88 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 89


 
Remuneration policy Our first remuneration policy was approved by shareholders at the AGM on 22 June 2017. As required under Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended), shareholders will be asked to approve a new remuneration policy at our AGM in May 2020. It is intended that the new remuneration policy will apply for the next three years with effect from the date of the AGM. The full remuneration policy that shareholders will be asked to approve is set out on pages 89-96. During 2019, the Remuneration Committee reviewed the remuneration policy to ensure that it continues to: • Be aligned with our key principles of remuneration • Incentivise the delivery of the business strategy and value to shareholders • Remain compliant with all legislative requirements and aligned with best practice • Be able to be cascaded through the organisation and applicable to the wider workforce The Remuneration Committee consulted with our largest shareholders and their representative bodies on the remuneration policy and took this feedback into account when finalising the new remuneration policy. Based on this review, the Remuneration Committee determined that the current remuneration framework continues to meet the objectives set out above and so no significant changes to the remuneration policy have been made. However, three minor changes have been made to further align the remuneration policy with best practice. A summary of these is set out in the table below. Remuneration element Change to remuneration policy Rationale for the change LTIP holding period Include a two year post-vesting holding period for Shares Further aligns the Executive Director’s interests with acquired (post-tax) in respect of vested LTIP awards for the those of shareholders Executive Directors A two year holding period was included in the CEO’s 2019 LTIP award. This change therefore formally incorporates current practice into the remuneration policy Use of discretion More detailed provisions for the Remuneration Committee Further alignment with 2018 UKCGC to use discretion to adjust the formulaic outcome of incentive pay outs to ensure they remain aligned with underlying The Remuneration Committee already applies this business performance principle in practice and has used downwards discretion in respect of the annual bonus pay out in both 2018 and 2017 Scenario analysis An additional scenario shows the potential value of maximum Compliance with updated legislation LTIP awards with a 50% increase in the share price In reaching its decisions on the new remuneration policy, the Remuneration Committee addressed the following principles, as recommended in the revised 2018 UKCGC. Clarity Our remuneration policy is designed to allow our remuneration arrangements to be structured such that they clearly support, in a sustainable way, our financial objectives and strategic priorities. The Remuneration Committee remains committed to reporting on our remuneration practices in a transparent, balanced and understandable way. Simplicity The Remuneration Committee recognises the importance of simplicity. This is embedded in the new remuneration policy through its three main elements: • Fixed: comprising base salary, benefits (e.g. private medical insurance) and a pension which is aligned to that offered to the local workforce • Short-term: an annual performance related bonus that incentivises and rewards the delivery of a balanced selection of financial and non-financial targets over the financial year • LTIP: incentivises performance over a three year period, promoting long-term sustainable value creation. It is delivered in Shares which are subject to a two year post-vesting holding period 88 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 89


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Remuneration policy continued Risk The Remuneration Committee ensures that our remuneration arrangements remain aligned with the business’ risk appetite, policies and systems, as well as its strategy. Awards under the variable incentive plans are subject to a wide range of malus and clawback provisions, while the introduction of a two year post-vesting holding period for LTIP awards strengthens the alignment of Executive Director pay with shareholders’ interests. The CEO is required to build up a shareholding of 300% of salary in Shares which must be retained for one year post-employment. This provides further alignment with long-term shareholder interests. The Remuneration Committee has discretion to adjust the formulaic outcome of incentive arrangements, taking into account all relevant factors, to further mitigate the risk of incentives vesting in inappropriate circumstances. Predictability The scenario charts on page 92 show the possible reward outcomes in a variety of performance scenarios. These charts include a scenario whereby the Company’s share price increases by 50% over the three year LTIP performance period. Proportionality Over 75% of an Executive Director’s package is performance based, with measures and targets designed to be appropriately stretching, providing a clear link to the delivery of short- and long-term shareholder value. The measures are intended to be balanced to ensure that the relevant aspects of an Executive Director’s performance is covered. The use of discretion ensures that performance outcomes can be considered in the context of underlying performance. Alignment to culture CCEP has an entrepreneurial culture that drives it to move quickly, have a passion for growth and a commitment to our customers. Acting with integrity and accountability underpins this. The new remuneration policy is designed to be aligned with this culture, with balanced and stretching short- and long-term performance measures and targets, complemented by malus and clawback and discretionary overrides. In combination, these will enable the Remuneration Committee to ensure that executive remuneration is appropriate from a cultural perspective. The Remuneration Committee considered a number of wider workforce themes as part of its review, including workforce demographics, engagement levels and diversity. We encourage our employees to participate in all employee share schemes. In 2019, we introduced a new GB Employee Share Plan and Share Shop Plan and in 2020, we intend to implement an all employee share purchase plan across the whole of CCEP, strengthening our commitment to create an ownership mind set among the workforce. The following sections set out our new remuneration policy. The remuneration policy will be disclosed on the Company’s website (www.cocacolaep.com/about-us/governance/ shareholder-meetings) following the 2020 AGM. Policy table for Executive Directors The table below summarises each element of the remuneration policy for Executive Directors and any other individual who is required to be treated as an Executive Director under the applicable regulations, with further details set out after the table. Currently, the CEO is the only Executive Director. Base salary No material change to previous policy Purpose and link to • Core element of remuneration used to provide competitive level of fixed salary for Executive Directors of the strategy calibre required for the long-term success of the business Operation • Paid in cash and pensionable • Typically reviewed annually • In reviewing salaries, consideration is given to a number of internal and external factors including business and individual performance, role, responsibilities, scope, market positioning, rate relative to other internal pay bands to ensure succession pay headroom, inflation and colleague pay increases Opportunity • While there is no prescribed formulaic maximum, annual increases will normally take into account the overall business performance and the level of increase awarded to the general relevant workforce • Where the Remuneration Committee considers it necessary and appropriate, larger increases may be awarded in individual circumstances, such as a change in scope or responsibility or where a new Executive Director is appointed at a lower than market rate and the salary is realigned over time as the individual gains experience in the role. Salary adjustments may also reflect wider market conditions, for example in the geography in which the individual operates Performance conditions • None, although individual performance will be taken into account when determining the appropriateness of base salary increases, if any 90 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 91


 
Benefits No material change to previous policy Purpose and link to • Competitive and market aligned benefits for Executive Directors of the calibre required strategy Operation • A range of benefits may be provided, including, but not limited to, the provision of a company car or car allowance, the use of a driver, financial planning and tax advice, private medical insurance, medical check ups, personal life and accident assurance and long-term disability insurance. Other benefits may be provided if considered appropriate to remain in line with market practice • Expenses incurred in the performance of executive duties (including occasional expenses associated with spouse accompanying the Executive Director on business travel or functions as required) for CCEP may be reimbursed or paid for directly by CCEP, as appropriate, including any tax due on the benefits • CCEP may also meet certain mobility costs, such as relocation support, housing and education allowances and tax equalisation payments • Executive Directors are eligible to participate in all employee share plans on the same basis and with the same vesting period as other employees Opportunity • The value of benefits provided will be reasonable in the context of relevant market practice for comparable roles and taking into account any individual circumstances (e.g. relocation). It is not possible to state a maximum for all benefits as some will depend on individual circumstances (e.g. private medical insurance) and some may depend on family circumstances (e.g. relocation/housing/schooling allowances) • The Remuneration Committee keeps the level of benefit provision under review • Participation in all employee share plans on the same basis as other employees up to the statutory limits Performance conditions • None Pension No material change to previous policy Purpose and link to • Provides an income for Executive Directors following their retirement in arrangements consistent with those strategy offered to other employees in the relevant location Operation • Executive Directors can participate in the same plan as other local employees and on the same basis. CCEP reserves the right to amend a pension arrangement for Executive Directors over the life of this remuneration policy to reflect changes to the broader employee arrangements Opportunity • The current CEO can participate in the UK Defined Contribution pension plan or can opt out and receive a partial cash alternative on the same basis as other employees in GB • The current maximum annual employer contribution, inclusive of employer social security costs, is £30,000 Performance conditions • None Annual bonus No material change to previous policy Purpose and link to • To incentivise the delivery of the business plan on an annual basis, and reward performance against key indicators strategy which are critical to the delivery of the strategy Operation • Performance is measured over one year, with the bonus normally payable in cash after year end • The bonus is based on a combination of a Business Performance Factor and an Individual Performance Factor • The Remuneration Committee may exercise its discretion to adjust the formulaic outcome of the bonus up or down (subject to the maximum bonus opportunity set out below) taking into account all relevant factors, including but not limited to: underlying business performance, individual performance and wider business circumstances • The Remuneration Committee has the ability to apply both malus and clawback provisions to bonuses Opportunity • Target bonus is 150% of base salary • The bonus is calculated by multiplying the target bonus by a Business Performance Factor (with a range of 0-200%) and an Individual Performance Factor (with a range of 0-120%) • The maximum bonus opportunity is 360% of salary • 25% of the target Business Performance Factor (37.5% of salary) is payable for threshold business performance. The threshold for the Individual Performance Factor is 0% of maximum Performance conditions • Business and individual performance measures, weightings and targets are set annually to align with the strategic plan, with the majority of the annual bonus being based on financial performance measures • The Remuneration Committee ensures that targets are appropriately stretching in the context of the strategic plan and that there is an appropriate balance between incentivising Executive Directors (i) to meet financial targets for the year and (ii) to deliver specific non-financial goals. This balance allows the Remuneration Committee to reward performance effectively against the key elements of the strategy • Each year, the annual performance targets set in the prior year are published in the ARR (unless considered commercially sensitive) • The Remuneration Committee will retain the discretion to amend subsisting performance measures and/or targets in exceptional circumstances (e.g. significant transactions), where it considers that they no longer remain appropriate 90 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 91


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Remuneration policy continued LTIP Changes to policy as set out on page 89 Purpose and link to • Recognises and rewards delivery of Group performance over the longer term and delivered in Shares to provide strategy alignment with shareholder interests Operation • Awards of conditional Shares (or equivalent) with vesting dependent on performance measured over at least three financial years • Shares acquired on vesting of an award (post-tax) are subject to an additional two year holding period following the vesting date • Dividends (or equivalents) may accrue during the vesting period on Shares that vest and be paid in cash or Shares at vesting. The Group’s current practice is to pay in cash • The Remuneration Committee has the ability to apply both malus and clawback provisions to awards • The Remuneration Committee may exercise its discretion to adjust the formulaic vesting outcome up or down (subject to the maximum LTIP opportunity set out below) taking into account all relevant factors, including but not limited to: underlying business performance, individual performance and wider business circumstances Opportunity • The maximum annual award is 500% of salary • For threshold levels of performance, 12.5% of the maximum award vests Performance details • The Remuneration Committee will align the performance measures under the LTIP with the long-term strategy of the Group with measures focused on delivering sustainable value creation • Prior to each grant, the Remuneration Committee will select performance measures and weightings and determine targets. Performance measures may be financial, non-financial, share price based, strategic, or determined on any other basis that the Remuneration Committee considers appropriate reflecting strategic priorities • Targets are intended to be set at appropriately stretching levels of performance in the context of the strategic plan. Currently, the financial performance measures used are EPS(A) and ROIC(A). For awards made in 2020 a sustainability metric has also been included. The Remuneration Committee will retain the discretion to amend subsisting performance measures and/or targets in exceptional circumstances (e.g. significant transactions), where it considers that they no longer remain appropriate, although it would only do so following consultation with major shareholders (A) For definitions, please refer to the glossary of terms. Illustration of the application of the remuneration policy The Remuneration Committee considers the level of remuneration that may be received under different performance outcomes to ensure that this is appropriate in the context of the performance delivered and the value added for shareholders. £15m £14.42m £12m £11.47m 62% £9m 51% £6.05m £6m 49% 37% £3m 29% £1.34m 29% 100% 22% 12% 9% £0m Below threshold Target Maximum Max (including 50% share price appreciation) �i�e� pay �onus ��I� The chart above provides illustrative values of the remuneration package for the CEO in 2020 under four assumed performance scenarios. Assumed performance Assumptions Fixed pay All scenarios Fixed pay consists of : • Base salary of £1,178,787 effective from 1 April 2020 • Pension allowance of £26,000 • Benefits – assumed £127,000, which is the value received in 2019 Variable pay Below threshold • No pay out under the annual bonus plan • No vesting under the LTIP • No share price growth assumed Target performance • Target annual bonus, representing 150% of base salary • Target LTIP (A) award, representing 250% of base salary • No share price growth assumed Maximum performance • Maximum annual bonus, representing 360% of base salary • Maximum LTIP(A) award, representing 500% of base salary • No share price growth assumed Maximum performance including • As above for maximum performance but includes share price appreciation 50% share price growth in respect of the LTIP(A) of 50% during the performance period (A) LTIP awards may accrue dividend equivalents but the potential value of these has not been included in the analysis above. 92 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 93


 
Share ownership guidelines The CEO is required to hold 300% of his base salary in Company Shares. The guideline is expected to be met within five years of appointment. Until the guideline is met, 50% of any vested Shares from incentive awards (post-tax) must be retained. The guideline continues to apply for one year following termination of employment. Malus and clawback The Remuneration Committee has the ability to operate malus and clawback under the annual bonus and LTIP plans. This provides the Remuneration Committee with the ability to restrict or reclaim payments to Executive Directors in circumstances where it would be appropriate to do so. The circumstances in which the malus and clawback provisions may be invoked are: Actions/conduct of • Dismissal for cause (as defined in the rules of the LTIP) individual • Misbehaviour • Conduct resulting in significant loss • Failure to meet appropriate standards of fitness and propriety • Behaviour which significantly contributes to reputational damage for CCEP Risk • Material failure of risk management Financial accounts • Material misstatement in the audited consolidated accounts • Error in the determination of the vesting of an award (subject to clawback only) Regulatory requirement • Any recovery requirement in line with applicable regulations In such circumstances, where the Remuneration Committee considers it appropriate it may apply the provisions set out below: Annual bonus • Malus may be applied during the performance period to reduce (including to nil) the annual bonus pay out • Clawback may be applied for up to two years post-payment of the bonus, to recover some (or all) of any amount paid out LTIPs • Malus may be applied before the vesting of an award to reduce (including to nil) the level of vesting of the award. • Clawback may be applied for up to two years post-vesting of the award, to recover an amount in cash or Shares relating to the value of any award already delivered. Alternatively, an existing award may be reduced by the same amount External appointments Executive Directors are permitted to hold one external appointment with the prior consent of the Board. Any fees may be retained by the individual. At the time that this policy will come into operation the current CEO is not expected to have such external appointments. Consideration of wider employee pay and conditions The Remuneration Committee receives an annual report in respect of wider workforce remuneration, covering topics such as workforce demographics, engagement, pay and reward policies, culture and behaviours initiatives, and diversity initiatives. This information was considered when the remuneration policy was reviewed. It is also considered when the Remuneration Committee decides how it should implement the policy each year. The Remuneration Committee considers, in particular, the budgeted salary increases for the broader relevant employee population when determining how to implement the remuneration policy for Executive Directors in any year. It is expected that future salary increases for Executive Directors will be no more than the general all employee increase in the country which they are based, except in exceptional circumstances, such as where a recently appointed Executive Director’s salary is increased to reflect his or her growth in the role over time or where significant additional responsibilities are added to the role. The annual bonus metrics and related targets for Executive Directors are aligned with those of senior management and are cascaded through the organisation, adjusted in some cases for local market context. The performance metrics for LTIP awards are normally the same for all participants. Executive Directors may participate in all employee share plans on the same basis as other employees. The Remuneration Committee does not consult directly with employees as part of the process of setting the policy. 92 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 93


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Remuneration policy continued Scope of remuneration policy The Remuneration Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising any discretions available to it in connection with such payments) notwithstanding that they are not in line with the remuneration policy set out above when the terms of the payments were agreed: 1. before the AGM on 22 June 2017 (the date our first shareholder approved Directors’ remuneration policy came into effect); 2. before the remuneration policy set out above comes into effect, provided that the terms of the payment were consistent with the shareholder approved remuneration policy in force at the time they were agreed; or 3. at a time when the relevant individual was not a Director of CCEP (or other person to whom this remuneration policy applies) and, in the opinion of the Remuneration Committee, the payment was not in consideration for the individual becoming a Director (or other such person) of the Company. For these purposes ‘payments’ includes the Remuneration Committee satisfying awards of variable remuneration. Awards under the LTIP are subject to the plan rules under which the awards were granted. The Remuneration Committee may adjust or amend awards in accordance with the provisions of the plan rules. In the event of any variation of the Company’s share capital, demerger, delisting, or other event which may affect the value of awards, the Remuneration Committee may adjust or amend the terms of awards in accordance with the rules of the plan. The Remuneration Committee may also make minor amendments to the remuneration policy set out in this report without obtaining shareholder approval if they are required for regulatory, exchange control, tax or administrative purposes or to take account of a change in legislation. Recruitment policy The following table sets out the various components which would be considered for inclusion in the remuneration package for the appointment of an Executive Director and the approach to be adopted by the Remuneration Committee in respect of each component. Element Policy and operation Policy application • The Remuneration Committee’s approach when considering the overall remuneration arrangements on the recruitment of an Executive Director from an external party is to take account of the Executive Director’s remuneration package in their prior role, the market positioning of the remuneration package, and not to pay more than necessary to facilitate the recruitment of the individual • Where an Executive Director is appointed from within the business, in addition to considering the matters detailed above for external candidates, our normal policy is that any legacy arrangements would be honoured in line with the original terms and conditions • With the potential for internal succession planning in mind CCEP will strive for alignment, where appropriate, between the approach taken at the Executive Director level and at other senior levels, ensuring that an appropriate pay progression is in place, thus facilitating talent development and succession planning Fixed elements • Salary levels drive other elements of the package and would therefore be set at a level which is competitive, but no more than necessary • The Executive Director would be eligible to participate in any benefit and/or pension arrangements which were operated for Executive Directors at the time, in accordance with the terms and conditions of such arrangements. These will align with the arrangements provided for the wider workforce • The Company may meet certain mobility costs as required, including, for example, relocation support, expatriate allowances, temporary living and transportation expenses in line with the prevailing mobility policy and practice for senior executives Annual bonus • The individual will be eligible to participate in the annual bonus plan, in accordance with the rules and terms of the plan in operation at the time • The maximum level of opportunity will be no greater than that set out in the Policy Table above (i.e. 360% of base salary) Long-term incentives • The individual will be eligible to participate in the LTIP, in accordance with the rules and terms of the plan in operation at the time. The maximum level of opportunity will be no greater than that set out in the Policy Table above (i.e. 500% of base salary) Buy out awards • The Remuneration Committee will consider what buy out awards (if any) are necessary to facilitate the recruitment of a new Executive Director. This includes an assessment of the awards forfeited on leaving their current employer • In determining the quantum and structure of these commitments, the Remuneration Committee will seek to provide no more than the equivalent value and replicate, as far as practicable, the form, timing and performance requirements of the awards forfeited • Buy out share awards, if used, will be granted using the Company’s existing LTIP to the extent possible, although awards may also be granted outside this plan if necessary and as permitted under the Listing Rules • In the case of an internal hire, any outstanding awards made in relation to the previous role will be allowed to pay out according to their original terms • If promotion is part way through the year, an additional top-up award may be made to bring the Executive Director’s opportunity to a level that is appropriate in the circumstances 94 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 95


 
Service contracts and loss of office arrangements The Remuneration Committee’s policy on service contracts and termination arrangements for Executive Directors is set out below. On principle, it is the Remuneration Committee’s policy that there should be no element of reward for failure. The Remuneration Committee’s approach when considering payments in the event of a loss of office is to take account of the individual circumstances including the reason for the loss of office, Group and individual performance, contractual obligations of both parties as well as statutory requirements, share and pension plan rules. The key employment terms and conditions of the current Executive Directors, as stipulated in their service contracts, are set out below: Overall Policy and operation Notice period • The service contract for Executive Directors provides for a notice period of 12 months from the Company and 12 months from the individual • New Executive Directors will be appointed on service contracts that have a notice period of not more than 12 months for both the Group and the individual • The Remuneration Committee considers this policy provides an appropriate balance between the need to retain the services of key individuals for the benefit of the business and the need to limit the potential liabilities of the Group in the event of termination Contractual payments • The standard Executive Director service contract does not confer any right to additional payments in the event of termination though it does reserve the right for the Group to impose garden leave on the Executive Director during any notice period. In the event of redundancy, benefits would be paid according to the Company’s GB redundancy policy prevailing at that time Annual bonus • Executive Directors may be eligible for a pro rata bonus for the period served, subject to performance • No bonus will be paid in the event of gross misconduct Long-term incentives • The treatment of unvested long-term incentive awards is governed by the rules of the plan • Guidelines for normal treatment under the LTIP −−Resignation or termination for cause: the award is forfeited −−Death or disability: the award will normally vest in full −−Redundancy or other involuntary termination: the award will normally vest on the original vesting date, pro-rated for time served, and subject to performance conditions −−Good leaver: the Remuneration Committee may determine that a participant who ceases employment for any other reason (e.g. retirement, departure by mutual agreement) be treated as a ‘good leaver’ in which case the award will normally vest on the original vesting date, pro-rated for time served and subject to performance conditions −−Change of control: the award normally vests pro-rated for time served and subject to performance conditions. Alternatively, the award may be exchanged for awards in the acquiring company −−Vested LTIP awards still subject to a holding period will normally be released from the holding period in line with the usual timescales • Participants in the LTIP who leave the Group to join TCCC or a franchise company of TCCC may receive a cash payment in respect of their awards under the LTIP, which will lapse. The cash payment will normally be equal to the value of the Shares they would have received, paid at the time they would have received them The cost of legal fees spent on reviewing a settlement agreement on departure may be provided where appropriate. The Company also reserves the right to pay for outplacement services as appropriate. 94 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 95


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Remuneration policy continued Policy table for NEDs The table below summarises the remuneration policy for NEDs. Purpose and link to • To attract and retain high calibre individuals by offering market competitive fee arrangements strategy Operation • NEDs and the Chairman receive a basic fee in respect of their Board duties • Further fees may be paid for specific committees or other Board duties • Fees are set at a level which is considered appropriate to attract and retain the calibre of individual required by the Company. Fees will be reviewed and may be increased periodically • Annual fees are set in UK sterling and may be received in alternative currencies at the election of the NED, using the applicable spot rate • The Chairman and NEDs are not eligible for incentive awards or pensions • Expenses incurred in the performance of non-executive duties (including occasional expenses associated with spouse accompanying the Chairman or NED on business travel or functions as required) for the Company may be reimbursed or paid for directly by CCEP, as appropriate, including any tax due on the benefits • Additional small benefits may be provided Opportunity • The Articles provide that the total aggregate remuneration paid to the Non-executive Chairman and the NEDs will be within the limits set by shareholders The NEDs, including the Chairman of the Board, do not have service contracts, but have letters of appointment. NEDs and the Chairman of the Board are not entitled to compensation on leaving the Board. THE ELECTION AND RE-ELECTION OF DIRECTORS IN ACCORDANCE WITH THE SHAREHOLDERS’ AGREEMENT AND ARTICLES OF ASSOCIATION IS DESCRIBED ON PAGE 75 OF THE CORPORATE GOVERNANCE REPORT Consideration of shareholder views The Remuneration Committee recognises the importance of building and maintaining a good relationship with shareholders. The Remuneration Committee engaged with the Company’s largest shareholders and their representative bodies in September and October 2019 in respect of the proposed changes to the remuneration policy. Shareholders provided helpful feedback, which was taken into account in developing the final policy. However, no major concerns were raised with either the current policy or the proposed changes. In future, the Remuneration Committee will continue to monitor shareholder views when evaluating and setting ongoing remuneration strategy, and will consult with shareholders prior to any significant changes to our remuneration policy. 96 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 97


 
Remuneration at a glance Overview of 2019 remuneration performance CCEP share price Peormance vs annual KPIs Peormance vs long-term KPIs US$ 13.2% Bonus pay out = 44% of maximum ● 2017 ● 2018 ● 2019 GROWTH (including IPF of 1.07x) 2.53 9.9% 10.3% 60 Maximum 2.30 2.12 9% 55 1.11x 50 Target 0.91x 0.96x 45 Threshold 40 1 Jan 2019 31 Dec 2019 Operating Revenue Operating free EPS ROIC profit cash flow 2019 CEO single figure CEO shareholding As at 2019 31/12/2019 283% of salary* Total value £1.30m £1.81m £6.89m £10.0m Target 300% of salary   Fixed pay    Annual bonus   LTIP    Current shareholding (% salary)    Shareholding requirement by 31/12/2021 * Once 2017 LTIP award vests in March 2020, CEO shareholding will be significantly in excess of 300% requirement.   READ MORE IN THE ANNUAL REPORT ON REMUNERATION FROM PAGE 98 Overview of 2020 CEO remuneration framework Fixed pay Annual bonus LTIP Base salary Effective from 15% 1 April 2020 £1.18m 20% 360% 500% 42.5% 50% 30% 42.5% Benefits • Car allowance 150% 250% • Private medical • School fees • Financial planning 0x–1.2x Individual multiplier Pension   Operating profit  Target   ROIC  Target Cash in lieu   Revenue  Maximum   EPS  Maximum £30k   Operating free cash flow   Reduction in CO e 2   READ MORE IN THE ANNUAL REPORT ON REMUNERATION FROM PAGE 98 ALL REFERENCES TO REVENUE, OPERATING PROFIT, OPERATING FREE CASH FLOW, EPS AND ROIC TARGETS AND ACTUALS REFER TO THOSE MEASURES THAT ARE DEFINED WITHIN THE ARR. 96 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 97


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Annual report on remuneration Remuneration outcomes for 2019 The following pages set out details of the remuneration received by Directors for the financial year ending 31 December 2019. Prior year figures have also been shown. Audited sections of the report have been identified. The Directors’ remuneration in 2019 was awarded in line with the remuneration policy which was approved by shareholders at the AGM in June 2017. The remuneration policy operated as intended in 2019. Single figure table for Executive Directors (audited) Long-term Total Salary Taxable benefits Annual bonus incentives Pension remuneration Individual Year (£000) (£000) (£000) (£000) (£000) (£000) Damian 2019 1,151 127 1,806 6,894 (B) 26 10,004 (C) Gammell 2018 1,121 128 (A) 2,546 0 26 3,821 (A) Number re-stated from £121,000 as reported in last year’s single figure table to correct tax gross up figure in respect of school fee benefit provided. (B) Estimated value based on three month average share price and exchange rate to 31 December 2019. Number will be restated in next year’s single figure table to show the final value on the vesting date of 27 March 2020. Value includes estimated value of Shares and estimated £439,000 cash payment in respect of dividend equivalents to be paid on the vested Shares. (C) Over two thirds of this figure is from the value of long-term incentives. Notes to the single figure table for Executive Directors (audited) Base salary Damian Gammell received a base salary increase of 2.6% from £1,128,600 to £1,157,944 effective from 1 April 2019. This increase was in line with the average increase provided to the wider UK workforce. Taxable benefits During the year, Damian Gammell received the following main benefits: car allowance (£14,000), financial planning allowance (£10,000), schooling allowance (£75,000) and family private medical coverage (£7,000). Pension The pension provisions that apply to Damian Gammell are aligned to all other UK employees. Damian Gammell elected to receive a cash allowance in lieu of participation in the pension scheme. This equates to a payment of £30,000 from CCEP inclusive of employer National Insurance contributions (i.e. the actual benefit received by Damian is less than £30,000 per year). Annual bonus Overview of CCEP’s annual bonus design The 2019 CCEP annual bonus plan was designed to incentivise the delivery of the business strategy and comprised the following elements: Business Performance Factor (BPF) – provides alignment with our core objectives to deliver strong financial performance against our main financial performance indicators of: • Operating profit (50%) • Revenue (30%) • Operating free cash flow (20%) REFER TO PAGE 99 FOR DEFINITIONS Individual Performance Factor (IPF) – individual objectives were also set for Damian Gammell focused on a number of areas which are aligned to key longer-term strategic objectives of the business. These included: • Increase and diversify the revenue and profit pools for CCEP • Deliver great service internally and externally for our employees and customers • Improve the competitiveness of CCEP • Enhance and protect CCEP and its industry licence to operate with our stakeholders • Improve the engagement, diversity and capability of our workforce 98 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 99


 
In line with the remuneration policy, Damian Gammell had a target bonus opportunity of 150% of salary. Actual payments range from zero to a maximum of 360% of salary depending on the extent to which business and individual performance measures were achieved. Target bonus BPF IPF Final bonus outcome (150% of base salary) (0x to 2.0x) (0x to 1.2x) (0% salary to 360% salary) 2019 annual bonus outcome – BPF Performance in 2019 has been solid, with performance for all three financial measures being delivered around target levels, resulting in an overall BPF of 0.98x. Performance targets(A) Performance outcome Threshold (0.25x Target (1.0x Maximum (2.0x Multiplier Measures Weighting multiplier) multiplier) multiplier) Actual outcome(B) achieved Operating profit(C) 50% €1,528m €1,728m €1,888m €1,705m 0.91x Revenue(D) 30% €11,693m €12,167m €12,546m €12,208m 1.11x Operating free cash flow(E) 20% €1,390m €1,572m €1,718m €1,559m 0.96x Total 100% 0.98x (A) All targets set on a constant currency basis at budgeted foreign exchange rates. (B) Actual outcome is provided only to assess performance against performance targets for the purpose of calculating the BPF relating to the annual bonus. (C) Comparable operating profit is as defined on page 33, at 2019 budgeted foreign exchange rates. (D) Revenue is as defined on page 33, at 2019 budgeted foreign exchange rates. (E) This measure is defined as comparable operating profit as set out on page 33 before depreciation and amortisation and adjusting for capital expenditures, restructuring cash expenditures and changes in operating working capital, at 2019 budgeted foreign exchange rates. 2019 annual bonus outcome – IPF To determine an appropriate IPF, the Chairman of the Board assesses Damian Gammell’s performance against the individual performance objectives that were set at the start of the year. The outcome is then discussed with and recommended by the Committee for final approval by the Board. Damian once again led the business well during 2019 within a very challenging external environment. He delivered strongly against his individual objectives, outlined below, and the Board determined that his IPF should be set at 1.07x for the year. Further details of some of the specific objectives achieved are included in the table below: Objective Achievements Increase and diversify the revenue and • Increased value share in sparkling profit pools for CCEP • Increased revenue delivered from non-traditional sparkling • Growth in AfH revenues and new segments • Completed number of projects to support future revenue and profit growth Deliver great service internally and • Achieved top five ranking in customer advantage survey in majority of countries externally for our employees and • Successful roll out of digital platform and portal for customers customers • Implemented new commercial segmentation to improve customer service Improve the competitiveness of CCEP • Fully executed the competitiveness programme agreed by the Board • Achieved over €100m of productivity Enhance and protect CCEP and its • Continued development of sustainability agenda – This is Forward 2.0 licence to operate with stakeholders • Executed plan to increase European shareholder base • Strong collaboration with TCCC on a wide range of strategic projects Improve the happiness, diversity and • Health and safety records improved across all CCEP BUs capability of our workforce • Significant increase of females at manager level • Developed new inclusion and diversity policy, philosophy and principles framework as well as an inclusion and diversity centre of expertise 2019 annual bonus outcome – calculation Based on the level of performance achieved as set out above, this resulted in a bonus payment to Damian Gammell of £1.806 million: Target bonus BPF IPF Final bonus outcome (150% of base salary) (0.98x) (1.07x) (157% of salary) 98 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 99


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Annual report on remuneration continued Long-term incentives Awards vesting for performance in respect of 2019 Damian Gammell was granted a conditional award under the CCEP Long-Term Incentive Plan on 27 March 2017. This award was subject to EPS and ROIC performance targets measured over the three year performance period from 1 January 2017 to 31 December 2019. An overview of the extent to which the performance targets were achieved is set out in the table below: Performance targets Actual Threshold Target Maximum performance Measure Weighting (25% vesting) (100% vesting) (200% vesting) outcome FInal vesting level EPS(A) 50% 4.0% p.a. 8.7% p.a. 12.0% p.a. 9.0% p.a. 1.11x ROIC(B) 50% 8.8% 10.4% 11.5% 10.7% 1.26x Total vesting level 1.18x As the award does not vest until 27 March 2020, the final value of the award has been estimated based on the average share price over the three month period from 1 October 2019 to 31 December 2019 of £40.91. This would result in a final pay out of around £6.89 million including the value of the cash payment to be received in respect of dividend equivalents accrued during the performance period. As outlined in the Chairman’s letter, over £1.8 million of this value is as a result of the significant increase in share price over the three year performance period, which has delivered over £2.3 billion of value to shareholders over this time. The actual value on the vesting date will be reported in next year’s ARR. Awards granted in 2019 A conditional award was made under the CCEP Long-Term Incentive Plan to Damian Gammell on 1 March 2019, with a target value of 250% of salary. Further details are set out below: Maximum number Closing Share of Shares price at date Performance Normal Individual Date of award under award of award Face value period vesting date Damian Gammell 01/03/2019 156,008 $47.65 $7,433,781 1 Jan 2019 - 01/03/2022 31 Dec 2021 The vesting of awards is subject to the achievement of the following performance targets: Vesting level(C) Measure Definition Weighting 25% 50% 100% EPS(A) Compound annual growth over the three year 50% 5.7% p.a. 11.0% p.a. 15.5% p.a. period 2019–2021 ROIC(B) ROIC achieved in the final year of the 50% 10.9% 12.4% 13.9% performance period (2021) (A) Comparable and on a tax and currency neutral basis. Targets include the impact of share buybacks to provide greater alignment with external expectations. The targets have been set based on current assumptions in respect of share buybacks over the performance period. The final performance targets will be adjusted to reflect the actual value of share buybacks made during the performance period to neutralise any variances and will be fully disclosed at the time of vesting. (B) ROIC calculated as comparable operating profit after tax, on a tax and currency neutral basis, divided by the average of opening and closing invested capital for the year. Invested capital is calculated as the addition of borrowings and equity less cash and cash equivalents. For the purpose of these awards, invested capital excludes the effect of the Group’s adoption of IFRS 16 on 1 January 2019. (C) Straight-line vesting between each vesting level (shown). Any award vesting will be subject to a two year holding period. 100 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 101


 
Historical TSR performance and Chief Executive remuneration outcomes The chart below compares the Total Shareholder Return (TSR) performance of CCEP from Admission up until 31 December 2019 with the TSR of both the Euronext 100 and the S&P 500. These indices have been chosen as recognised equity market indices of companies of a similar size, complexity and global reach as CCEP. 30-day average data: against S&P 500 & Euronext 100 CCEP S&P 500 Euronext 100 200 150 100 50 May 2016 December 2016 December 2017 December 2018 December 2019 The following table summarises the historical CEO’s single figure of total remuneration and annual bonus pay out as a percentage of the maximum opportunity over this period: 2016(A) 2016(A) 2017 2018 2019 John Brock Damian Gammell Damian Gammell Damian Gammell Damian Gammell CEO single figure of remuneration (‘000) $3,890 £27 £3,716 £3,821 £10,004 Annual bonus pay out (as a % of maximum 31.23% 40.6% 60.7% 63.1% 43.7% opportunity) LTI vesting (as a % of maximum opportunity) N/A N/A N/A N/A 59.0% (A) The figures for 2016 are in respect of the period for which each individual served as CEO during the year. John Brock served as CEO from 29 May to 28 December 2016. Damian Gammell served as CEO from 29 December to 31 December 2016. Percentage change in CEO remuneration The table below shows the percentage change in CEO remuneration from 2018 to 2019 compared to the average percentage change in remuneration for all GB employees. The UK population was considered to be the most appropriate as it most closely reflects the reward environment of the CEO. CEO Other employees Base salary 2.6% 2.6% Taxable benefits (0.8)% 2.2% Annual bonus (29.1)% (30.0)% Relative importance of spend on pay The table below shows a summary of distributions to shareholders by way of dividends and share buyback as well as total employee expenditure for 2018 and 2019, along with the percentage change of each. 2019 2018 % change Total employee expenditure €1,771m €1,768m 0.2% Dividends €574m €513m 11.9% Share buybacks €1,005m €502m 100.2% 100 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 101


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Annual report on remuneration continued CEO pay ratio The table below shows the ratio of the CEO’s single figure of remuneration for 2019 to the 25th percentile, median and 75th percentile total remuneration of full time equivalent GB employees. The ratio is heavily influenced by the fact that the CEO participates in the LTIP. If the LTIP is excluded from the calculation then the median ratio would be 67:1. Year Method 25th percentile ratio(A) Median ratio(B) 75th percentile ratio(C) 2019 Option B 320:1 215:1 142:1 (A) The individual used in this calculation received total pay and benefits of £31,300 (of which £28,800 was salary). (B) The individual used in this calculation received total pay and benefits of £46,500 (of which £34,400 was salary). (C) The individual used in this calculation received total pay and benefits of £70,600 (of which £53,200 was salary). The Committee has chosen Option B (hourly gender pay gap information as at 5 April 2019) to determine the ratios, as that data was already available and provides a clear methodology to calculate full time equivalent earnings. No component of pay and benefits has been omitted for the purposes of the calculations. The Committee is satisfied that the individuals whose remuneration is used in the above calculations are reasonably representative of employees at the three percentile points, having also reviewed the remuneration for individuals immediately above and below each of these points and noted that the spread of ratios was acceptable. The Committee believes the median ratio is consistent with the pay and reward policies for CCEP’s UK employees. CCEP is committed to offering an attractive package for all our employees. Salaries are set with reference to factors such as skills, experience and performance of the individual, as well as market competitiveness. All employees receive a wide range of employee benefits and a large number are eligible for an annual bonus. Our LTIP is designed to link remuneration to the delivery of long-term strategic objectives and therefore participation is typically offered to senior employees who have the ability to influence these outcomes. The 25th percentile, median and 75th percentile employees identified in the above calculation do not participate in the LTIP. As the CEO participates in the LTIP, the ratio will be influenced by vesting outcomes and will likely vary year on year. Payments to past Directors (audited) There were no payments to past Directors during the year. Payments for loss of office (audited) There were no payments for loss of office during the year. Statement of Directors’ share ownership and share interests (audited) Interests of the CEO As stated above, the CEO is required to hold 300% of his base salary in Shares. The guideline is expected to be met within five years of appointment. Until the guideline is met, 50% of any vested Shares from incentive awards (post-tax) must be retained. The guideline continues to apply for one year following termination of employment. Share ownership requirements and the number of Shares held by Damian Gammell are set out in the table below. Interests in share Interests in share incentive schemes incentive schemes subject to not subject to Share ownership performance performance Interests in Share ownership as a % of salary Interests in Shares at conditions at conditions at share option requirement as a achieved at 31 December 2019 31 December 2019(A)(B) 31 December 2019(A)(C) schemes(A)(B) % of salary 31 December 2019(D) Damian Gammell 122,415 601,408 N/A 324,643 300% 283% (A) For further details of these interests, please refer to footnote (C) of the outstanding awards table below. (B) Do not count towards achievement of the share ownership guideline. (C) Count towards achievement of the share ownership guideline on an assumed net of tax basis. (D) Our share ownership policy stipulates that the Committee will translate the percentage of base salary requirement (300%) into a number of Shares, using base salary (£1.1 million), average of the high and low share price on the NYSE ($31.97), and the currency exchange rate (GBP/USD exchange rate of 1:1.25604) on 1 December 2016. This results in a share ownership requirement for Damian Gammell of 129,651 Shares. Following the vesting of the 2017 LTIP award on 27 March 2020, Damian Gammell’s interest in Shares that count towards his ownership guideline will increase to a level which will be significantly in excess of the 300% of salary guideline. 102 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 103


 
Details of the CEO’s share awards are set out in the table below. Number of Number of Shares Shares subject to subject to awards at Granted Vested Exercised Lapsed awards at End of Director and Form of Exercise 31 December during the during the during the during the 31 December performance Vesting grant date award price 2018 year year year year 2019 period date Damian Gammell(C) 05.11.15 PSU(A) N/A 60,300 — 60,300 N/A — — 31.12.16 30.04.19 27.03.17 PSU(B) N/A 267,400 — — N/A — 267,400 31.12.19 28.03.20 12.03.18 PSU(B) N/A 178,000 — — N/A — 178,000 31.12.20 12.03.21 01.03.19 PSU(B) N/A — 156,008 — N/A — 156,008 31.12.21 01.03.22 (A) Performance share unit (PSU) – the performance condition was satisfied at target on 31 December 2016. Award vested on 30 April 2019. (B) PSU. The number of Shares shown is the maximum number of Shares that may vest if the performance targets are met in full. (C) In addition the CEO has 324,643 vested but unexercised options with an expiry date of 5 November 2025 and an exercise price of $39.00. No options were exercised by the CEO during the year. Interests of other Directors The table below gives details of the Share interests of each NED either through direct ownership or connected persons. Interests in Shares at 31 December 2019 Sol Daurella(A) 32,551,890 Jan Bennink 27,200 José Ignacio Comenge Sánchez-Real(A) 7,787,663 Francisco Crespo Benítez — Christine Cross — Javier Ferrán — Irial Finan — Nathalie Gaveau — Álvaro Gómez-Trénor Aguilar 3,121,908 L. Phillip Humann(B) 51,717 Orrin H. Ingram II 10,000 Thomas H. Johnson 10,000 Dagmar Kollmann(C) — Alfonso Líbano Daurella(A) 6,534,845 Lord Mark Price(C) — Mario Rotllant Solá — Garry Watts 10,000 Curtis R. Welling(B) 10,000 (A) Shares held indirectly through Olive Partners. The numbers of Shares increased slightly during the year as a result of a reduction in Olive Partners’ share capital. (B) Resigned from the Board on 29 May 2019. Share interests stated are as at the date of resignation. (C) Appointed to the Board on 29 May 2019. No changes occurred to the Directors’ direct beneficial interests in shares between 31 December 2019 and 16 March 2020. Dilution levels The terms of the Company’s share plans set limits on the number of newly issued Shares that may be issued to satisfy awards. In accordance with guidance from the Investment Association, these limits restrict overall dilution under all plans to under 10% of the Company’s issued share capital over a 10 year period in relation to the Company’s issued share capital, with a further limitation of 5% in any 10 year period on discretionary plans. 102 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 103


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Annual report on remuneration continued Single figure table for NEDs (audited) The following table sets out the total fees and taxable benefits received by the Chairman and NEDs for the year ended 31 December 2019. Prior year figures are also shown. 2019 (£’000) 2018 (£’000) Chairman/ Chairman/ Committee Taxable Committee Taxable Individual Base fee fees benefits(A) Total fees Base fee fees benefits(A) Total fees Sol Daurella 561 26 1 588 550 25 – 575 Jan Bennink 82 46 6 134 80 45 7 132 José Ignacio Comenge 82 15 5 102 80 15 7 102 Sánchez-Real Francisco Crespo Benítez 82 10 9 101 66 8 7 81 Christine Cross 82 48 4 134 80 50 8 138 Javier Ferrán 82 31 2 115 80 30 1 111 Irial Finan 82 26 8 116 80 25 7 112 Nathalie Gaveau 82 10 3 95 – – – – Álvaro Gómez-Trénor Aguilar 82 – 7 89 66 – 6 72 L. Phillip Humann(B) 33 8 3 44 80 20 11 111 Orrin H. Ingram II 82 20 10 112 80 25 8 113 Thomas H. Johnson 112 32 15 159 110 25 11 146 Dagmar Kollmann(C) 48 18 6 72 – – – – Alfonso Líbano Daurella 82 20 3 105 80 20 1 101 Lord Mark Price(C) 48 12 4 64 – – – – Mario Rotllant Solá 82 15 5 102 80 15 6 101 Garry Watts 82 51 1 134 80 50 1 131 Curtis R. Welling(B) 33 9 3 45 80 25 6 111 (A) Taxable benefits mainly relate to travel and accommodation costs in respect of attendance at Board meetings with fx rates used as at the date of the transaction. (B) Resigned from the Board on 29 May 2019. (C) Appointed to the Board on 29 May 2019. Implementation of remuneration policy for 2020 Base salary Damian Gammell will receive a 1.8% salary increase with effect from 1 April 2020. This is lower than the average increase provided to the wider UK workforce of 2.5%. 2020 salary Individual 2019 salary (effective from 1 April) % increase Damian Gammell £1,157,944 £1,178,787 1.8% Taxable benefits No significant changes to the provision of benefits are proposed for 2020. The main benefits for Damian Gammell will continue to include allowances in respect of: a car, financial planning, schooling and private healthcare. Pension No changes are proposed in respect of the pension provision for Damian Gammell. He will continue to receive a cash allowance of £30,000 (inclusive of employer National Insurance contributions) in lieu of participation in the pension scheme. 104 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 105


 
Annual bonus No changes have been made to the structure of the annual bonus plan for 2020 and the opportunity for Damian Gammell will remain unchanged at 150% of salary for target performance and 360% for maximum performance. Performance will continue to be assessed against financial and individual performance measures on a multiplicative basis as set out on page 99. The financial measures and relative weightings will also remain unchanged. Measure Definition Weighting Operating profit Comparable operating profit on a currency neutral basis 50% Revenue Revenue on a currency neutral basis 30% Operating free cash flow Comparable operating profit before depreciation and amortisation and adjusting for capital 20% expenditures, restructuring cash expenditures and changes in operating working capital, on a currency neutral basis In determining the IPF for Damian Gammell for 2020, he will be assessed against a number of areas of focus which are aligned to the key longer-term strategic objectives of the business, which include: Strategic intent Areas of focus include: Direct revenue growth • Value share in sparkling • NPD revenues Customer experience • Improve engagement score Continuous improvement • Deliver targeted values for competitiveness and productivity Sustainability and stakeholder equity • Deliver LRP with franchise partners • Meet commitments in respect of rPET • Execute the investor relations plan and improve diversity Culture, capability, talent, organisation and employee experience • Achieve targeted levels in respect of diversity and inclusion • Implement wellbeing initiatives across the organisation • Drive actions to improve areas of focus in engagement survey The actual financial targets are not disclosed prospectively as they are deemed commercially sensitive. We intend to disclose them in next year’s ARR. A description of individual performance including specific quantitative measures (where appropriate) will also be disclosed in next year’s ARR. Long-term incentive Damian Gammell’s long-term incentive opportunity for 2020 will be aligned with the limits set out in the remuneration policy. He will be made a target award of 250% of salary and may receive up to two times this target award if the maximum performance targets are achieved. As outlined in the Chairman’s letter, following discussions with shareholders the long-term incentive award for 2020 will include a performance measure focused on the reduction of greenhouse gas emissions (CO2e) across CCEP’s entire value chain. This performance measure will have a 15% weighing and EPS and ROIC will remain as the financial measures with a weighting of 42.5% each. Sustainability is a key element of our longer-term strategy and the Remuneration Committee is of the view that this should be reflected through management’s long-term incentive arrangements alongside the key financial drivers of our long-term performance. The targets for the CO2e metric will be set in line with our revised long-term ambitions to keep the global temperature rise to within 1.5°C. These will be verified science based targets and are still a work in progress, but will be disclosed in full in next year’s ARR. The financial targets have been set at stretching levels taking into account both our long-term plan and external forecasts. EPS targets for 2020 awards include the impact of share buybacks to provide greater alignment with external expectations. The targets have been set based on a scenario that assumes the continuation of share buybacks over the performance period. The final performance targets will be adjusted to reflect the actual value of any share buybacks made during the performance period to neutralise any variances and will be fully disclosed at the time of vesting. Following the end of the performance period, awards will be subject to an additional two year holding period. Vesting level(C) Measure Definition Weighting 25% 100% 200% EPS(A) Compound annual growth over the three 42.5% 5.0% p.a. 9.1% p.a. 12.0% p.a. year period to FY 2022 ROIC(B) ROIC achieved in the final year of the 42.5% 11.0% 12.0% 12.6% performance period (FY 2022) CO2e reduction Reduction in CO2e emssions across entire 15% To be disclosed in full in next year’s ARR CCEP value chain (A) Comparable and on a currency neutral basis. (B) ROIC calculated as comparable operating profit after tax, on a tax and currency neutral basis, divided by the average of opening and closing invested capital for the year. Invested capital is calculated as the total of borrowings and equity less cash and cash equivalents. For the purpose of these awards, invested capital includes the effect of the Group’s adoption of IFRS 16 on 1 January 2019. (C) Straight-line vesting between each vesting level. 104 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 105


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Annual report on remuneration continued Chairman and NED fees NED fees were increased with effect from 1 April 2019 and no further changes are proposed for 2020. Role Current fees Chairman £564,250 NED basic fee £82,000 Additional fee for Senior Independent Director £30,750 Additional fee for Committee Chairman: Audit, Remuneration and Affiliated Transaction Committees £36,000 Nomination and CSR Committees £20,500 Additional fee for Committee Membership: Audit, Remuneration and Affiliated Transaction Committees £15,500 Nomination and CSR Committees £10,250 The Remuneration Committee The entire Board determines the terms of the compensation of the CEO and fees for the NEDs and Chairman as well as approving the remuneration policy on the Committee’s recommendation. The Committee is also responsible for setting the remuneration for each member of the ELT reporting to the CEO. The Committee’s terms of reference were reviewed during 2018 in the context of the 2018 UKCGC and amendments were approved by the Board on 24 October 2018. They can be found on our website at www.cocacolaep.com/about-us/governance/committees. Remuneration Committee members and attendance In line with the Shareholders’ Agreement, the Committee has five members, as set out on pages 60-64. They are three independent NEDs, one Director nominated by Olive Partners and one Director nominated by ER. The Committee met six times during the year, with attendance as set out in the table on page 74 of the Corporate governance report. Remuneration Committee key activities The table below gives an overview of the key agenda items discussed at each meeting of the Committee during 2019: Meeting date Key agenda items February 2019 • Determine performance outcomes for the 2018 annual bonus • ELT individual objectives for 2019 annual bonus • ELT LTIP awards for 2019 March 2019 • Annual base salary review for the ELT • Agree target award levels for 2019 annual bonus • Determination of financial performance targets for the 2019 annual bonus • Agree final performance outcome for legacy German Cash LTIP • Review of 2018 Remuneration Report • Progress report on ELT shareholding requirements • Review of NED fees May 2019 • Remuneration policy review – initial considerations • Approval of new GB Employee Share Plan and Share Shop • Advisor review • AGM voting update July 2019 • Wider workforce review • Consideration of all employee share plan • Performance update for 2019 annual bonus and 2017 and 2018 LTIP October 2019 • Updated on all employee share plan proposals • Shareholder consultation update • Remuneration policy review • Review of LTIP performance measures December 2019 • Review of first draft of the 2019 ARR • Performance update for 2019 annual bonus and 2017 and 2018 LTIP • Base pay design for 2019 • Annual bonus and LTIP design for 2019 • Remuneration policy review 106 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 107


 
As described in the remuneration policy, the Committee receives an annual report in respect of wider workforce remuneration including pay and reward policies, which informs its decisions on executive pay. The Committee does not engage directly with employees on the issue of executive pay, however, within CCEP, employee groups are regularly consulted about matters affecting employees including our strategy, Company performance, culture and approach to reward, and this feedback informs decisions on people matters and other activities. Support for the Remuneration Committee Deloitte LLP (Deloitte) was appointed by the Remuneration Committee in 2016 following a selection process. During the year, Deloitte provided the Committee with external advice on executive remuneration. Deloitte is a member of the Remuneration Consultants Group and has voluntarily signed up to the Remuneration Consultants’ Code of Conduct relating to executive remuneration consulting in the UK. The Committee is satisfied that the engagement partner and team that provide advice to the Committee do not have connections with CCEP or individual Directors that may impair their independence. During 2019, the wider Deloitte firm also provided CCEP with unrelated tax, cyber and access security and consultancy services, including employment tax and digital transformations. Total fees received by Deloitte in relation to the remuneration advice provided to the Committee during the year amounted to £48,150 based on the required time commitment. The Chairman, the CEO, the CFO, and the Chief People and Culture Officer attended meetings by invitation of the Committee to provide it with additional context or information, except where their own remuneration was discussed. Summary of voting outcomes The table below shows how shareholders voted in respect of the ARR at the AGM held on 29 May 2019 and the remuneration policy at the AGM held on 22 June 2017: Votes Votes Number of votes Resolution For (%) Against (%) Withheld Approval of the ARR 98.63% 1.37% 34,941 Approval of the remuneration policy 90.27% 9.37% 152,723 This Directors’ Remuneration Report is approved by the Board and signed on its behalf by Christine Cross Chairman of the Remuneration Committee 16 March 2020 106 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 107


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Directors’ report The Directors present their report, together with the audited consolidated financial statements of the Group and of the Company, for the year ended 31 December 2019. This Directors’ Report was prepared in accordance with Directors the applicable information disclosure requirements of the following: Appointment and replacement of Directors The Articles set out certain rules that govern the • Companies Act appointment and replacement of the Company’s • Listing Rules (LRs) and DTRs Directors. These are summarised as follows: • Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender • A Director may be appointed by either an ordinary Processes and Audit Committee Responsibilities) resolution of shareholders or by the Board Order 2014, as published by the UK Competition and • Olive Partners and ER may each appoint a specified Markets Authority (with which the Company complies number of Directors, up to a set maximum, in voluntarily) accordance with their respective equity holding • Rules promulgated by the US Securities and Exchange proportions in the Company Commission • The Board shall consist of a majority of INEDs • New INEDs must be recommended to the Board by Some of the information and disclosures required under the Nomination Committee the Companies Act, LRs and DTRs are included elsewhere • Directors (other than the initial Chairman, CEO and in this Integrated Report and are incorporated into this INEDs) must retire at each AGM, and may, if eligible, Directors’ Report by reference, as set out in table 1 below. offer themselves for re-election • The minimum number of Directors (disregarding This Directors’ Report, together with the Strategic alternate directors) is two Report on pages 1-55, represent the management report for the purpose of compliance with DTR 4.1.5R(2) READ MORE ABOUT THE APPOINTMENT AND REPLACEMENT OF DIRECTORS IN THE CORPORATE GOVERNANCE and 4.1.8R. REPORT ON PAGE 75 Table 1 Information and disclosures included elsewhere in this report Disclosure Section of report Page(s) Names of Directors during the year Board of Directors and Nomination Committee report 60-64 and 79 Review of performance, financial position and likely Strategic Report 1-55 future developments Dividends Business and financial review and Note 16 to the consolidated financial 156 and 157 statements Principal risks Principal risks section of the Strategic Report 44-49 Information on share capital relating to share classes, Note 16 to the consolidated financial statements, and the Nature 156-157, 196 rights and obligations of trading market and Share capital sections in Other Group information and 196-199 Financial instruments and financial risk management Notes 12 and 24 to the consolidated financial statements 145-148 and 168-170 Cash balances and borrowings Notes 10 and 13 to the consolidated financial statements 144 and 149-150 Significant events after the reporting period Note 26 to the consolidated financial statements 171 Information on employment of disabled persons Our people 20-23 Workforce engagement Business model, Our people and Section 172(1) statement 18-19, 20-23 and 52-55 Business relationships with suppliers, customers Business model, Operating with integrity and Section 172(1) statement 18-19, 24-25 and others and 52-55 Greenhouse gas emissions Action on climate 41-42 Responsibility statement Directors’ responsibilities statement 111 108 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 109


 
Powers of Directors Amendment of Articles The Directors may exercise all powers of the Company, The Articles may only be amended by a special in accordance with and subject to the Company’s resolution of the Company’s shareholders in accordance Articles and any applicable legislation. with the Companies Act. Certain provisions of the READ MORE ABOUT THE ROLES AND RESPONSIBILITIES OF THE BOARD AND THE MAIN COMMITTEES OF Articles are entrenched and may only be amended THE BOARD IN THE FOLLOWING SECTIONS: CORPORATE GOVERNANCE REPORT (PAGES 67 AND 76), or repealed with the prior consent of Olive Partners, ER NOMINATION COMMITTEE REPORT (FROM PAGE 78), AUDIT COMMITTEE REPORT (FROM PAGE 82), DIRECTORS’ REMUNERATION REPORT (FROM PAGE 87) or a majority of the INEDs (as applicable). In particular, the requirement under the Articles that the Board shall, Details about the roles and responsibilities of the main at all times, contain a majority of INEDs, may only be Committees of the Board are contained in their terms amended or repealed with the prior consent of a of reference. These are available at majority of the INEDs. The Articles are available at www.cocacolaep.com/about-us/governance/ www.cocacolaep.com/about-us/governance. committees. Shares Directors’ indemnity arrangements Rights and obligations Qualifying third party indemnities (as defined in the The rights and obligations relating to the Company’s Companies Act) were in place throughout 2019, and Shares (in addition to those set out by law) are remain in place as at the date of this Integrated Report. contained in the Articles. Under these indemnities, the Company has agreed to indemnify the Directors of the Company, to the extent permitted by law, against losses and liabilities that may Restrictions on transfer of securities be incurred in executing the powers and duties of their Olive Partners and TCCC are both subject to certain office. restrictions relating to the acquisition or disposal of Shares under the terms of the Shareholders’ READ MORE ABOUT OUR DIRECTORS ON PAGES 60-64 Agreement. Other than those set out in the Shareholders’ Agreement, we are not aware of any READ MORE ABOUT DIRECTORS’ REMUNERATION AND CONTRACTUAL ARRANGEMENTS IN THE DIRECTORS’ REMUNERATION REPORT ON PAGES 87-107 AND THE DIRECTORS AND SENIOR MANAGEMENT SECTION OF agreements between shareholders that may result OTHER GROUP INFORMATION ON PAGE 195 in a restriction of the transfer of securities or voting rights in the Company. Political donations The Group made no political donations or contributions Employee share schemes during 2019 (2018: nil). It is our policy to not make Shares issued under the Company’s employee share political donations or incur political expenditure in the schemes rank pari passu with the existing Shares of EU. However, there may be uncertainty as to whether the Company. Voting rights attached to the Shares held some normal business activities fall under the wide in trust on behalf of participants in the GB Employee definitions of political donations, organisations and Share Plan are exercised by the trustee as directed by expenditure used in the Companies Act. We will the participants. therefore continue to seek shareholder approval to make political donations or incur expenditure within Significant shareholdings the EU as a precaution to avoid any inadvertent breach In accordance with the DTRs, table 2 shows the of the Companies Act. interests in Shares notified to the Company as at the year end and the date of this report. The percentage interests disclosed were calculated as at the date on which the relevant disclosures were made. The shareholders identified have the same voting rights as all other shareholders. Table 2 Interests in Shares of which the Company has been notified Percentage of total Percentage of total voting rights Number of voting voting rights notified Number of voting notified to the rights notified to the to the Company as at rights notified to the Company as at the Company as at the the date of this Company as at the Shareholder year end(D) year end report(D) date of this report Cobega, S.A.(A) 36.1% 166,128,987 36.1% 166,128,987 TCCC(B) 19.01% 87,950,640 19.01% 87,950,640 The Capital Group Companies, Inc.(C) 5.0266% 24,357,484 5.0266% 24,357,484 (A) Held indirectly through its 56.0384% owned subsidiary, Olive Partners. (B) Held indirectly through European Refreshments. (C) In accordance with the DTRs, The Capital Group Companies, Inc. (Capital Group) notified changes to its interest on 12 September 2017 (when it increased to above 5%), 17 November 2017 (when it decreased to below 5%) and 8 December 2017 (when it increased to above 5%). On 14 February 2020 Capital World Investors filed a Schedule 13G to the SEC confirming an interest in 27,300,281 Shares, representing 5.8% of the issued Shares; this change would not have required a notification to the Company under the DTRs. (D) Percentage interests disclosed calculated as at the date on which the relevant disclosure was made. These have not been updated to reflect changes in the total voting rights since notification and so may not represent the percentage interest as at the year end/date of this report. 108 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 109


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Directors’ report continued Share buyback programme Independent auditor The Company announced a share buyback programme on 12 September 2018, under which it proposed to Disclosure of information to auditors reduce share capital by up to €1.5 billion through the Each of the Directors in office as at the date of this purchase and cancellation of its own Shares. This Integrated Report confirms that: buyback programme was completed in 2019. • so far as he or she is aware, there is no relevant On 13 February 2020, the Company announced a further audit information (as defined by section 418 of the share buyback programme, under which it proposed Companies Act) of which the Company’s auditor to reduce share capital by up to €1 billion. is unaware; and • he or she has taken all the reasonable steps that he or The €1.5 billion share buyback programme was, and she ought to have taken as a Director to make himself the €1 billion share buyback programme is being, or herself aware of any relevant audit information and undertaken pursuant to shareholder authorities granted to establish that the Company’s auditor is aware of at the 2018 and 2019 AGMs. The maximum number of that information. Shares authorised for purchase at the 2019 AGM was 43,333,647, representing 10% of the Company’s issued share capital at 2 April 2019, reduced by the number of Auditor reappointment Shares purchased or agreed to be purchased between EY has expressed willingness to continue in its capacity 2 April and 29 May 2019. This authority will expire at as independent auditor of the Company. The Directors the 2020 AGM, when we intend to seek to renew the plan to recommend a resolution in favour of this authority to purchase Shares. reappointment at the forthcoming AGM. See table 3 for a summary of Shares purchased through the buyback programmes in 2019. All purchased Shares Going concern were cancelled immediately. The Directors have prepared and reviewed the Group’s cash flow forecasts over a period in excess of 12 months FOR MORE DETAILS, SEE THE SHARE BUYBACK PROGRAMME SECTION IN OTHER GROUP INFORMATION ON PAGES 197 AND 199 from the date of their approval of the 2019 financial statements. The forecasts include an assessment of current and future end market conditions and their Change of control impact on the Group’s future trading performance. There are no agreements in place which provide They show that the Group will be able to continue to compensation for loss of office or employment to any operate within its current committed debt facilities and Director in the event of a takeover, except for certain comply with its financial covenants. provisions under the employee share plans, which may cause outstanding awards to vest early in such an event. As a result, the Directors are satisfied that the Group has adequate resources to continue operating as a The Board considers that a change of control of the going concern for a period of at least 12 months from Company following a takeover bid might have an the date of this Integrated Report. Therefore, the impact on the following significant agreements: financial statements are prepared on a going concern • Bottling agreements between the Group and TCCC basis. • A bank credit facility agreement, under which the This Directors’ Report has been approved by the Board maximum total outstanding amount at and signed on its behalf by 31 December 2019 was €1.5 billion Clare Wardle Research and development Company Secretary The Company invests in and undertakes certain 16 March 2020 activities for the development of innovative solutions, digital capabilities and advanced analytics to drive the simplification of applications and platforms, and to support and grow its business. Table 3 Share purchases Percentage of called Nominal value of Amount paid up share capital Number of Shares Shares purchased for the Shares represented by Period purchased (€ millions) (€ millions) purchased Shares(A) 2019 20,612,593 0.2 1,000 4.24% (A) Calculated as a percentage of the called up issued share capital immediately before the buyback programme started, which was 486,466,433 Shares. 110 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 111


 
Directors’ responsibilities statement Responsibility for preparing financial statements The Directors are responsible for keeping adequate The Directors are responsible for preparing the accounting records that are sufficient to show and Integrated Report and the financial statements explain the Company’s transactions and disclose with in accordance with applicable law and regulations. reasonable accuracy at any time the financial position of the Company and enable them to ensure that the UK company law requires the Directors to prepare financial statements comply with the Companies Act. financial statements for each financial year. Under They are responsible for safeguarding the assets that law the Directors have prepared Group financial of the Company and hence for taking reasonable statements in accordance with International Financial steps for the prevention and detection of fraud and Reporting Standards (IFRS) as adopted by the other irregularities. European Union and Article 4 of the IAS Regulations. They have elected to prepare the parent company They are also responsible for the maintenance and financial statements in accordance with United integrity of the corporate and financial information Kingdom Generally Accepted Accounting Practice included on the Company’s website. (United Kingdom accounting standards and applicable Legislation, regulation and practice in the UK governing law) including FRS 101, “Reduced Disclosure the preparation and dissemination of financial Framework”. In preparing the consolidated Group statements may differ from legislation, regulation and financial statements the Directors have also elected practice in other jurisdictions. to comply with IFRS as issued by the International Accounting Standards Board (IASB). Responsibility statement Under section 393 of the Companies Act, the Directors The Directors, whose names and functions are set must not approve the financial statements unless they out on pages 60-64, confirm that to the best of are satisfied that they give a true and fair view of the their knowledge: state of affairs of the Company and of the Group and • The financial statements, prepared in accordance of the profit or loss of the Company and of the Group with the relevant financial reporting framework, give for that period. a true and fair view of the assets, liabilities, financial In preparing the Company financial statements, the position and profit or loss of the Company and the Directors are required to: undertakings included in the consolidation taken as a whole • Select suitable accounting policies and apply them • The management report includes a fair review of the consistently development and performance of the business and • Make judgements and accounting estimates that are the position of the Company and the undertakings reasonable and prudent included in the consolidation taken as a whole, • Follow applicable UK Accounting Standards (except together with a description of the principal risks and where any departures from this requirement are uncertainties they face explained in the notes to the parent company financial • The Integrated Report and financial statements, taken statements) as a whole, are fair, balanced and understandable and • Prepare the financial statements on the going provide the information necessary for shareholders concern basis unless it is inappropriate to presume to assess the Company’s position and performance, that the Company will continue in business business model and strategy In preparing the Group financial statements in By order of the Board accordance with IAS (UK & Ireland) 1, “Presentation of Financial Statements”, the Directors are required to: Clare Wardle • Select suitable accounting policies and apply them Company Secretary consistently 16 March 2020 • Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information • Provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial performance • Make an assessment of the Group’s ability to continue as a going concern 110 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 111


 
Strategic Report Governance and Directors’ Report Financial Statements Other Information Financial Statements Financial Statements 114 Independent Auditor’s reports 126 Consolidated financial statements 131 Notes to the consolidated financial statements 174 Company financial statements 176 Notes to the Company financial statements 112 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 113


 
112 Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F 113


 



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Report of independent registered public accounting firm
To the Shareholders and the Board of Directors of Coca-Cola European Partners plc
Opinion on the financial statements
We have audited the accompanying consolidated statements of financial position of Coca-Cola European Partners plc (the Company) as of 31 December 2019 and 2018, the related consolidated statements of income, comprehensive income, statement of changes in equity and cash flows for each of the three years in the period ended 31 December 2019 and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at 31 December 2019 and 2018, and the results of its operations and its cash flows for each of the three years in the period ended 31 December 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated 16 March 2020 expressed an unqualified opinion thereon.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical audit matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgements. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

122Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F



 
Completeness and measurement of programmes and arrangements with customers recorded as deductions from revenue
Description of the matter
The Company participates in various programmes and arrangements with customers, referred to as “promotional programmes”, which are recorded as deductions from revenue. These totalled €3.2 billion for the year ended 31 December 2019. The types of promotional programmes are more fully described in Note 3 to the consolidated financial statements with details about accruals for the Company’s promotional programmes disclosed in Note 14 to the consolidated financial statements.
Auditing the completeness and measurement of the promotional programmes’ liability was judgemental due to the level of subjectivity and uncertainty involved in management’s estimates of sales levels related to certain promotions to determine the liability. The cost of these promotional programmes was recognized as a deduction from revenue.
How we addressed the matter in our audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls, including IT controls, that address the risks of material misstatement relating to the completeness and measurement of the promotional programmes. For example, we tested controls over management’s determination of the accrued customer marketing cost balances, as well as management’s determination of the accrued balances prior to settling balances due to customers.
To test the completeness and measurement of deductions from revenue and the associated unpaid accrued customer marketing costs, our audit procedures included, among others, reviewing post-period end settlements. We performed an historical analysis of prior period balance sheet amounts to amounts subsequently settled. We also tested settlement of promotional programme balances throughout the year on a sample basis.
To evaluate the specific estimations that are inherent in the calculation of the accruals, we compared promotional programmes accruals to settlements and to executed contracts. We tested the assumptions utilised in the calculations, including consideration of any changes in the business environment that would warrant changes in the methodology. We performed specific analytical procedures around per unit rates to identify any potential outliers. We also tested completeness and accuracy of the underlying data, including the sales details.
 
Carrying value of goodwill and indefinite lived intangibles
Description of the matter
At 31 December 2019, the carrying value of the Company’s goodwill and indefinite lived intangibles was €10,685 million and represented 57% of total assets. As discussed in Note 6 of the consolidated financial statements, goodwill and indefinite lived intangibles are tested for impairment at least annually, in the fourth quarter or whenever there is an indication of impairment. Goodwill is tested for impairment at the Cash Generating Unit (CGU) level.
Auditing management’s annual impairment test was complex and judgemental as the directors’ assessment of ‘value in use’ of the Company’s CGUs involves judgement about the future results of the business, long term growth rates and the discount rates applied to future cash flow forecasts. In particular, management’s impairment models used to calculate the value in use estimate were most sensitive to the assumption around discount rates and the terminal growth rates. For those CGUs with lower headroom between the ‘value in use’ and the carrying value, the determination of these applicable rates was considered to be more judgemental.
How we addressed the matter in our audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of controls, including IT controls, in place within the impairment review process. This included evaluating controls over the Company’s budgetary and forecasting process used to develop the estimated future earnings and cash flows used in estimating the fair value of CGUs. We also tested controls over management’s determination of the data used in their valuation models and determination of the significant assumptions such as estimation of discount rates and terminal growth rates.
We performed audit procedures on the impairment models relating to certain cash generating units that included, among others, assessing the methodologies, testing the assumptions discussed above used to develop the estimates of future earnings and cash flows and testing the completeness and accuracy of the underlying data. We compared the assumptions used by management to develop the discount rate and terminal growth rate to current industry and economic trends, and other guideline companies within the same industry. We involved our valuation specialists to assist in evaluating the valuation methodology and testing the discount rates and terminal growth rates. We assessed the historical accuracy of management’s estimates and forecasts and performed sensitivity analyses on the discount rate and terminal growth rates within the ‘value in use’ calculations for each CGU.
We performed further testing on the Iberia CGU, based on size and lower headroom. For this CGU we performed additional procedures and sensitivity analyses on the projected financial information to assess the impact on the headroom if there were changes in certain assumptions.
We assessed the related disclosures provided in the consolidated financial statements on changes in certain variables that could eliminate existing headroom.

Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F    123



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Accounting for uncertain tax positions and related disclosures
Description of the matter
The Company is subject to income tax in numerous jurisdictions and is routinely under audit by taxing authorities in the ordinary course of business as described in Note 20 and Note 22 of the consolidated financial statements. The potential outcomes of proceedings by the taxing authorities is assessed by the Company at the end of each reporting period and adjustments are made based on any new facts and circumstances that the Company believes will affect the outcome of the tax audit.
Auditing the uncertain tax positions, including the potential tax associated with the purchase of concentrate, was challenging because the significant estimation of the provision is based on changing facts and circumstances and involves a certain level of uncertainty that may produce a number of different outcomes or ranges of outcomes.
How we addressed the matter in our audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls in place to evaluate the risks within the uncertain tax provision process. For example, we tested controls over management’s determination of inputs and calculations of these tax positions.
To test the Company’s measurement of tax positions, we involved tax professionals with local knowledge to assess the tax positions taken by the Company in each significant jurisdiction in the context of local tax law and significant tax assessments. We also obtained an understanding of relevant facts by reading and evaluating the Company’s correspondence with the relevant tax authorities and third-party advice obtained by the Company. For example, we considered whether the level of tax exposures provided for was appropriate when compared to the maximum possible level of exposure and the assessment of the risk associated with the matter.
We further assessed management’s positions by obtaining management’s assessment of risk from legal proceedings in relation to the tax position and obtained tax authority correspondence where available to support its positions. We also evaluated the related disclosures provided in the consolidated financial statements related to these tax matters.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2016.
London, United Kingdom
16 March 2020

124Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F



Report of independent registered public accounting firm
To the Shareholders and the Board of Directors of Coca-Cola European Partners plc
Opinion on internal control over financial reporting
We have audited Coca-Cola European Partners plc’s internal control over financial reporting as of 31 December 2019, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), (the COSO criteria). In our opinion, Coca-Cola European Partners plc (the Company) maintained, in all material respects, effective internal control over financial reporting as of 31 December 2019, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of 31 December 2019 and 2018, the related consolidated statements of income, comprehensive income, statement of changes in equity and cash flows for each of the three years in the period ended 31 December 2019 and the related notes and our report dated 16 March 2020 expressed an unqualified opinion thereon.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Annual Report on Form 20-F. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
London, United Kingdom
16 March 2020

Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F    125



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Consolidated income statement
 
 
Year ended
 
 
31 December 2019

31 December 2018

31 December 2017

 
Note
€ million

€ million

€ million

Revenue
 
12,017

11,518

11,062

Cost of sales
17
(7,424
)
(7,060
)
(6,772
)
Gross profit
 
4,593

4,458

4,290

Selling and distribution expenses
17
(2,258
)
(2,178
)
(2,124
)
Administrative expenses
17
(787
)
(980
)
(906
)
Operating profit
 
1,548

1,300

1,260

Finance income
18
49

47

48

Finance costs
18
(145
)
(140
)
(148
)
Total finance costs, net
 
(96
)
(93
)
(100
)
Non-operating items
 
2

(2
)
(1
)
Profit before taxes
 
1,454

1,205

1,159

Taxes
20
(364
)
(296
)
(471
)
Profit after taxes
 
1,090

909

688

 
 
 
 
 
Basic earnings per share (€)
5
2.34

1.88

1.42

Diluted earnings per share (€)
5
2.32

1.86

1.41

The accompanying notes are an integral part of these consolidated financial statements.

126Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F



Consolidated statement of comprehensive income
 
 
Year ended
 
 
31 December 2019

31 December 2018

31 December 2017

 
Note
€ million

€ million

€ million

Profit after taxes
 
1,090

909

688

Components of other comprehensive income (loss):
 
 
 
 
Items that may be subsequently reclassified to the income statement:
 
 
 
 
Foreign currency translations:
 
 
 
 
Pretax activity, net
 
94

(35
)
(111
)
Tax effect
 



Foreign currency translation, net of tax
 
94

(35
)
(111
)
Net investment hedges:
 
 
 
 
Pretax activity, net
 



Tax effect
 


27

Net investment hedges, net of tax
12, 20


27

Cash flow hedges:
 
 
 
 
Pretax activity, net
 
11

(17
)

Tax effect
 
(2
)
3


Cash flow hedges, net of tax
12, 20
9

(14
)

 
 
103

(49
)
(84
)
Items that will not be subsequently reclassified to the income statement:
 
 
 
 
Pension plan remeasurements:
 
 
 
 
Pretax activity, net
 
(79
)
2

91

Tax effect
 
12


(18
)
Pension plan remeasurements, net of tax
15, 20
(67
)
2

73

 
 
(67
)
2

73

Other comprehensive loss for the period, net of tax
 
36

(47
)
(11
)
Comprehensive income for the period
 
1,126

862

677

The accompanying notes are an integral part of these consolidated financial statements.

Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F    127



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Consolidated statement of financial position
 
 
31 December 2019

31 December 2018


Note
€ million

€ million

ASSETS
 
 
 
Non-current:
 
 
 
Intangible assets
6
8,506

8,384

Goodwill
6
2,520

2,518

Property, plant and equipment
7
4,205

3,888

Non-current derivative assets
12
3

2

Deferred tax assets
20
27

37

Other non-current assets
23
321

396

Total non-current assets
 
15,582

15,225

Current:
 
 
 
Current derivative assets
12
12

13

Current tax assets
20
18

21

Inventories
8
723

693

Amounts receivable from related parties
19
106

107

Trade accounts receivable
9
1,669

1,655

Other current assets
23
259

193

Cash and cash equivalents
10
316

309

Total current assets
 
3,103

2,991

Total assets
 
18,685

18,216

LIABILITIES
 
 
 
Non-current:
 
 
 
Borrowings, less current portion
13
5,622

5,127

Employee benefit liabilities
15
221

142

Non-current provisions
22
54

119

Non-current derivative liabilities
12
13

51

Deferred tax liabilities
20
2,203

2,157

Non-current tax liabilities
20
254

219

Other non-current liabilities
 
47

45

Total non-current liabilities
 
8,414

7,860

Current:
 
 
 
Current portion of borrowings
13
799

491

Current portion of employee benefit liabilities
15
17

19

Current provisions
22
142

133

Current derivative liabilities
12
28

20

Current tax liabilities
20
95

110

Amounts payable to related parties
19
249

191

Trade and other payables
14
2,785

2,828

Total current liabilities
 
4,115

3,792

Total liabilities
 
12,529

11,652

EQUITY
 
 
 
Share capital
16
5

5

Share premium
16
178

152

Merger reserves
16
287

287

Other reserves
16
(449
)
(552
)
Retained earnings
 
6,135

6,672

Total equity
 
6,156

6,564

Total equity and liabilities
 
18,685

18,216

The accompanying notes are an integral part of these consolidated financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 16 March 2020. They were signed on its behalf by:
Damian Gammell, Chief Executive Officer
16 March 2020
128    Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F




Consolidated statement of cash flows
 
 
Year ended
 
 
31 December 2019

31 December 2018

31 December 2017

 
Note
€ million

€ million

€ million

Cash flows from operating activities:
 
 
 
 
Profit before taxes
 
1,454

1,205

1,159

Adjustments to reconcile profit before tax to net cash flows from operating activities:
 
 
 
 
Depreciation
7
587

461

443

Amortisation of intangible assets
6
52

51

47

Share-based payment expense
21
15

17

14

Finance costs, net
18
96

93

100

Income taxes paid
 
(270
)
(263
)
(247
)
Changes in assets and liabilities:
 
 
 
 
Decrease in trade and other receivables
 
5

72

108

(Increase)/decrease in inventories
 
(25
)
(45
)
16

(Decrease)/increase in trade and other payables
 
(63
)
297

142

(Decrease)/increase in provisions
 
(57
)
9

(67
)
Change in other operating assets and liabilities
 
110

(91
)
(92
)
Net cash flows from operating activities
 
1,904

1,806

1,623

Cash flows from investing activities:
 
 
 
 
Purchases of property, plant and equipment
 
(506
)
(525
)
(484
)
Purchases of capitalised software
 
(96
)
(75
)
(36
)
Proceeds from sales of property, plant and equipment
 
11

4

32

Investments in equity instruments
 
(8
)


Net cash flows used in investing activities
 
(599
)
(596
)
(488
)
Cash flows from financing activities:
 
 
 
 
Proceeds from borrowings, net
13
987

398

350

Changes in short-term borrowings
13
101

(131
)
250

Repayments on third party borrowings
13
(625
)
(426
)
(1,160
)
Payments of principal on lease obligations
13
(128
)
(18
)
(20
)
Interest paid, net
 
(86
)
(81
)
(94
)
Dividends paid
16
(574
)
(513
)
(489
)
Purchase of own shares under share buyback programme
16
(1,005
)
(502
)

Exercise of employee share options
 
26

25

13

Other financing activities, net
 
2

(11
)
(2
)
Net cash flows used in financing activities
 
(1,302
)
(1,259
)
(1,152
)
Net change in cash and cash equivalents
 
3

(49
)
(17
)
Net effect of currency exchange rate changes on cash and cash equivalents
 
4

(2
)
(9
)
Cash and cash equivalents at beginning of period
10
309

360

386

Cash and cash equivalents at end of period
10
316

309

360

The accompanying notes are an integral part of these consolidated financial statements.

Coca-Cola European Partners plc / 2019 Integrated Report and Form 20-F    129



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Consolidated statement of changes in equity



Share capital

Share premium

Merger reserves

Other reserves

Retained earnings

Total equity


Note

€ million

€ million

€ million

€ million

€ million

€ million

As at 1 January 2017


5

114

287

(419
)
6,474

6,461

Profit after taxes






688

688

Other comprehensive income/(expense)





(84
)
73

(11
)
Total comprehensive income





(84
)
761

677

Issue of shares during the year
16


13




13

Equity-settled share-based payment expense
21





11

11

Share-based payment tax benefits
20





14

14

Dividends
16





(491
)
(491
)
As at 31 December 2017


5

127

287

(503
)
6,769

6,685

Profit after taxes






909

909

Other comprehensive income/(expense)





(49
)
2