Code of Business Conduct for Employees
2. Asking Questions and Voicing Concerns
2.1. The Tully’s Code of Business Conduct provides information about our standards of integrity and explains our legal and ethical responsibilities. It does not address every specific situation or set forth a rule that will answer every question. Rather, it is intended to provide guidance on our responsibilities and assist employees in making the right decision. If any aspect of the Tully’s Code of Business Conduct is unclear to employees, or if any employee has any questions or faces dilemmas that are not addressed, the employee must bring them to the Company's attention. If any employee becomes aware of a situation in which the employee believes our legal or ethical responsibilities are being violated or if an employee feels that employees are being pressured to violate the law or our ethical responsibilities, it is his or her personal responsibility to communicate this concern to the Company.
2.2. Employees will not be disciplined, lose their job, or be retaliated against in any other way for asking questions or voicing concerns about our legal or ethical obligations, as long as they are acting in good faith. "Good faith" does not mean that employees have to be right, but employees must believe that they are providing truthful information. Employees who knowingly provide false or untrue information may be subject to discipline, possibly including termination.
2.3. Employees may use whatever method of communication with which they feel most comfortable. The important thing is to get the guidance employees need, to report what they know, and to get their questions answered.
2.4. There are a number of people employees can go to with questions or to voice their concerns. We have an “Open Door” policy: employees can speak with their direct manager, someone else in management (such as our Human Resources management), or another manager with the expertise and responsibility to address their concern. Any of these people will be able to directly assist employees or refer their inquiry to another appropriate person. Although it will generally be best for an employee to first speak with his or her direct manager or our Human Resources manager, in some circumstances an employee may feel that the matter should instead be directly reported to our Company Compliance Officer, President or even to the Audit Committee of the Board, and the employee should follow the path that appears appropriate in his or her judgment.
2.5. If an employee raises a question with one manager, and does not have a satisfactory response within a reasonable time period, it is his or her right and responsibility to contact another responsible like the Company Compliance Officer or President.
2.6. One communication channel that the Company has established is the Tully’s Ethics e-mail box. Employees can contact the Tully’s Ethics e-mail box when they have questions or concerns and when employees want to report a possible violation of our legal or ethical responsibilities. The Tully’s Ethics e-mail box is available to all employees and other parties. An employee may send an email (from his or her office, home or some other e-mail address) to ethics@tullys.com. Emails addressed to this e-mail address will go to both the Tully’s President and our Company Compliance Officer.
2.7. Another communication channel that the Company has established is the Tully’s Audit Committee e-mail box. This email box will send an email directly to the Audit Committee of our Board of Directors. It will not be emailed to any Tully’s employee. The Tully’s Audit Committee e-mail box is available to all employees. An employee can send an email to audit.committee@tullys.com and it will be transmitted to the Audit Committee members. Employees also can contact the Audit Committee by sending a letter by first class mail, addressed “Audit Committee- Private and Confidential” to the Tully’s Home Office address.
2.8. Although every employee is encouraged to identify himself or herself to assist the Company in effectively addressing his or her concern, the employee may choose to remain anonymous, and we will respect his or her choice. However, if any employee contacts us anonymously, we will not be able to contact the employee if we need additional information in order to investigate the matter, and we will not be able to contact the employee when the investigation is completed. To every extent possible, consistent with the need to investigate and reconcile the problem, we will protect the confidentiality of those involved, but that protection may not be possible in all situations.
2.9. When an employee makes such a report or inquiry, this is what he or she can expect:
- His or her report will be taken seriously.
- His or her report will be forwarded to appropriate Tully’s management for follow-up. Each report will be carefully evaluated before it is referred for investigation or resolution.
- His or her report will be handled promptly, discreetly, and professionally. Discussions and inquiries will be kept in confidence to the extent appropriate or permitted by law./li>
- If the employee wishes, he or she can obtain certain follow-up information about how the Company addressed his or her report, subject to various legal and privacy restrictions.
2.10. Investigations into allegations of unethical or illegal conduct must be conducted confidentially and professionally. All such investigations require the prior approval of the President, Company Compliance Officer, Audit Committee of the Board, or the Board of Directors.
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