The Audit Committee (the "Committee") of Peet's Coffee & Tea, Inc. (the "Company") has established formal procedures for: (a) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"), and (b) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters. The Company is committed to achieving compliance with all applicable accounting standards, accounting controls and audit practices. Accordingly, in order to facilitate the reporting of concerns and complaints, the Company's Audit Committee has established the following procedures for (1) the confidential, anonymous submission by employees of the Company of concerns regarding Accounting Matters, and (2) the receipt, retention and treatment of complaints regarding Accounting Matters.
Submission of Complaints
Any employee of the Company may submit a concern or complaint regarding Accounting Matters to the management of the Company without fear of dismissal or retaliation of any kind. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of an employee with respect to good faith reporting of concerns or complaints regarding Accounting Matters.
Any employee with a concern or complaint regarding Accounting Matters should first submit their concern or complaint to their manager. Each manager is charged with appropriately handling the matter or alerting his or her manager of the situation for further resolution. The proper chain of command should be followed. If the complaint concerns your direct manager, the employee should contact the next appropriate manager.
If an employee's complaint is about senior management, or if they feel that the complaint has not been handled to their satisfaction through the proper chain of command, then the Accounting Fraud Reporting Hotline Policy should be utilized. Concerns or complaints regarding Accounting Matters may be submitted on a confidential and anonymous basis as follows:
- Internet: https://www.openboard.info/peet
The above internet address will access an Internet-based message interface that will deliver a message directly to the Chairperson of the Audit Committee. Be advised that to use this system with complete anonymity, you should send this message from an unidentifiable location such as a public library terminal.
Call 1-866-296-4162 to leave a message with the Chairperson of the Audit Committee. Be advised that leaving a message on this voice mail system may not necessarily protect your anonymity. For completely anonymous contribution, please use the Internet interface.
Scope of Matters Covered by These Procedures
These procedures relate to concerns or complaints relating to any questionable accounting matters including, without limitation, the following:
- Fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;
- Fraud or deliberate error in the recording and maintaining of financial records of the Company;
- Deficiencies in or noncompliance with the Company's internal accounting controls;
- Misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or
- Deviation from full and fair reporting of the Company's financial condition.
Treatment of Complaints
- The independent third party provider of the Accounting Fraud Reporting Hotline Policy will alert the Chairperson of the Audit Committee and the General Counsel that a concern or complaint has been received.
- Concerns or complaints not related to Accounting Matters will be forwarded to the appropriate Management Executive of the Company for resolution. Please see the Peet's Coffee & Tea Code of Business Conduct and Ethics.
- Concerns or complaints relating to Accounting Matters will be reviewed under Audit Committee direction and oversight by the General Counsel, or such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
- Prompt investigation, review of situation, and appropriate corrective action will be taken when, and as warranted, in the judgment of the Audit Committee.
- When possible and when determined appropriate by the Audit Committee, notice of any corrective action taken will be given to the person who submitted the concern or complaint.
Reporting and Retention of Complaints and Investigations
The General Counsel will maintain a log of all concerns or complaints, tracking their receipt, investigation and resolution and shall prepare a quarterly summary report thereof for the Audit Committee. Copies of complaints and the log will be maintained accordingly.