Code of Business Conduct for Employees
1. Administration of the Tully's Code of Business Conduct
1.1. Integration with the Tully’s Mission and Values Statement, Tully’s Integrity Commitment and the Tully’s Employee Guidebook
1.1.a. The Tully’s Code of Business Conduct should be used in conjunction with other available resources, such as the Tully’s Mission and Values Statement, Tully’s Integrity Commitment, and Tully’s Employee Guidebook. These resources reflect our responsibilities to our four constituencies: our employees, customers, shareholders, and communities, and when used together, will help each employee align his or her actions to meet the needs of these four constituencies.
1.2. The Tully’s Code of Business Conduct Applies to All Tully’s Employees
1.2.a. The Tully’s Code of Business Conduct sets forth standards of conduct for all Tully’s employees. In the event that Tully’s shall acquire or establish any subsidiaries, the Tully’s Code of Business Conduct shall apply to the employees of such subsidiaries. Throughout the Tully’s Code of Business Conduct, “Tully’s” is used to refer to the enterprise as a whole, to each person within it, and to any person who represents Tully’s or any part of the Tully’s organization.
1.2.b. The Company expects employees to comply with the Tully’s Code of Business Conduct and with all applicable laws and regulations. If there should be a conflict between the Tully’s Code of Business Conduct and any law or regulation, the requirements of the law or regulation will govern. If an employee identifies any apparent conflict between the Tully’s Code of Business Conduct and a law or regulation, the employee should refer the matter to the Company Compliance Officer or Tully’s President.
1.3. Enforcement of the Tully’s Code of Business Conduct
1.3.a. All Tully’s personnel are required to comply with the Tully’s Code of Business Conduct. Non-compliance may be active (for example, openly violating a requirement of the Tully’s Code of Business Conduct), or it may involve acts of omission (for example, failing to report a violation of the Tully’s Code of Business Conduct that was witnessed by the employee).
1.3.b. Non-compliance with the Tully’s Code of Business Conduct and other business conduct policies of Tully’s may result in disciplinary action, including termination of employment. Non-compliance may also subject the individual offender to civil and/or criminal liability.
1.4. The Tully’s Code of Business Conduct Does Not Create a Contract of Employment
1.4.a. The Tully’s Code of Business Conduct is not an express or implied contract of employment and does not create any contractual rights of any kind between Tully’s and its employees. The Tully’s Code of Business Conduct does not modify any employee’s employment relationship.
1.5. Company Compliance Officer
1.5.a. We have designated a Company Compliance Officer to lead the administration of this policy and to serve as a contact point for our employees. As of June 21, 2004 our Chief Financial Officer has been designated to serve as the Tully’s Company Compliance Officer. Administration of the Tully’s Code of Business Conduct is under the supervision of the Company’s President and the Board of Directors.
1.6. Revisions to the Tully’s Code of Business Conduct
1.6.a. It may become necessary to revise the Tully’s Code of Business Conduct in order to meet changes in the Company or the requirements of its customers, communities, employees, shareholders, or applicable law. Revisions to the Tully’s Code of Business Conduct will be prepared and communicated under the administration of the Company Compliance Officer, and must be authorized by the Board of Directors.
1.6.b. Employees may send our Company Compliance Officer their suggestions for changes in the Tully’s Code of Business Conduct. In his or her suggestion, an employees should indicate (1) what part of the Tully’s Code of Business Conduct he or she is referring to, (2) what the employee suggests the new wording should say, (3) why he or she thinks it should be changed, and (4) how the employee can be reached if there are questions.
1.7. Waivers from the Tully’s Code of Business Conduct
1.7.a. Waivers from compliance with the Tully’s Code of Business Conduct may be granted in very limited circumstances. For example, business combinations or other events outside of the control or knowledge of an employee may create a conflict of interest where none previously existed. Another example might be new laws or regulations impacting behavior that was previously legal and not previously prohibited by any Tully’s policies.
1.7.b. Granting of waivers is subject to the judgment and discretion of the authorized personnel. Each waiver shall apply only to the particular person and to the particular matter, and shall apply only for a specific time period. Waivers may place specific limits or restrictions upon the employee. There can be no assurance that a requested waiver will be granted or that a waiver will be granted to another person with identical or similar circumstances.
1.7.c. A request to extend or modify a waiver shall be subject to the same request and approval requirements and procedures as if it were a new waiver request.
1.7.d. Only authorized personnel may grant such waivers and all waivers require the approval of at least two authorized persons. All waivers must be made in writing on an approved Tully’s Coffee Corporation Waiver request form and a copy must be provided to the Company Compliance Officer. The party requesting the waiver shall sign each waiver request form. If a waiver is approved, that must be documented in writing as set forth below. In some cases, a matter may fall into two or more categories in which case the “required approvals” for each category shall apply.
| Party Requesting Waiver |
Approvals Required for the Waiver |
| Employees not meeting one of the criteria set forth below |
President and Company Compliance Officer |
| Employees involved in preparation of financial statements and public reporting |
President, Company Compliance Officer, and the Audit Committee Chairman |
| All officers of the Company (including, without limitation, the President, Company Compliance Officer, and CFO) |
President, Company Compliance Officer, and the Board of Directors |
1.7.e. Some waivers are required to be reported to the Tully’s Board of Directors and some waivers must be publicly disclosed. The Company Compliance Officer will retain a file of all approved waivers and will evaluate whether such waivers are required to be reported to the Board of Directors and/or to the public, following the criteria established by the Board of Directors and as required by applicable laws and regulations.
1.7.f. The policies contained in this document apply to all Tully’s employees. Tully’s intends to fully comply with all applicable laws in all locations we operate. We have attempted to take those laws into consideration in preparing this Code of Business Conduct. If for any reason an element of this Code is inconsistent with a law, however, we will follow the law. If you have questions about a particular situation or policy, please speak with the Company Compliance Officer.
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