code of business ethics and conduct 2 -...

2CODE OF BUSINESS ETHICS AND CONDUCT

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Dear Colleagues:

Dunkin’ Brands’ success is dependent upon how we conduct ourselves and do

business with our franchisees, vendors, suppliers, and other business partners.

We strive to reach the highest standards of ethical behavior, and to live our core

values – honesty, transparency, humility, integrity, respectfulness, fairness

and responsibility.

Although we have our values as a strong ethical foundation, today’s business world

is complicated – with gray areas, new regulations and government mandates to

navigate and consider at all turns. Requirements such as the Sarbanes-Oxley Act

add an additional layer of complexity. Even when intentions are good, it’s not

always clear what is the right thing to do.

To this end, Dunkin’ Brands has a set of requirements on key business and

professional issues – our Code of Business Ethics and Conduct. The attached

Code outlines our expectations regarding business and professional conduct and

will help you recognize, understand, and deal with various ethical issues. It is my

expectation that all Dunkin’ Brands employees and directors comply with both

the letter and spirit of our Code of Business Ethics and Conduct in all activities

related to their roles with Dunkin’ Brands.

The Code cannot guarantee ethical conduct, nor can it cover every ethical issue

that you may encounter. Ultimately, we are each personally accountable to act

ethically, comply with the law, be watchful for questionable circumstances, raise

issues, and to ask questions – even when doing so may be difficult.

I ask that everyone review the Code carefully, and make a pledge to honor it.

You will be required to complete an annual Register of Interest in which you will

disclose any potential conflicts of interest, so it is important that you take the

time to read and understand the Code.

Dunkin’ Brands is a recognized leader in the QSR industry, and our collective

commitment to uncompromising integrity will ensure and enhance our

continued leadership and future success.

Sincerely,

Nigel Travis

Chief Executive Officer

LetterFromCEO

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1 Overview1.1 Living Our Values 4

1.2 Personal Accountability and Responsibility 5

1.3 Reporting Concerns 6

1.4 Amendments and Waivers 6

2 Conducting Our Business2.1 Competitive Practices 7

2.2 Business Gifts and Entertainment 8

2.3 Anti-Corruption 9

2.4 International Trade 10

3 Safeguarding Our Assets 3.1 Finance and Accounting Practices 11

3.2 Financial Reporting 12

3.3 Intellectual Property 13

3.4 Personal Use of Company Resources 14

4 Partnering with Others4.1 Franchisee Selection and Relationships 15

4.2 Supplier Selection and Relationships 16

4.3 Supplier Pricing 17

5 Serving Our Consumers 5.1 Marketing and Advertising Practices 18

5.2 Food Safety 19

6 Handling Sensitive Information 6.1 Protecting, Using and Disclosing Sensitive Information 20

6.2 Receiving Sensitive Information 21

6.3 Insider Trading 22

6.4 Media Inquiries / Social Media 23

6.5 Privacy and Personal Data Protection 24

6.6 Records Management and Retention 25

7 Avoiding Conflicts of Interest7.1 Conflicts of Interest 26

7.2 Outside Employment and Other Activities 27

7.3 Political Contributions and Activities 28

7.4 Outside Directorships 29

7.5 Financial Interests in Other Businesses 30

7.6 Disclosing Conflicts 31

TableOfContents

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1.1

Overview

CHAPTER

1Living Our Values

Dunkin’ Brands Group, Inc., its subsidiaries and affiliates (“Dunkin’ Brands”) conduct their business with uncompromising integrity. Employees and directors are held to the highest standards of professional and ethical conduct. Our values guide everything we do.

Dunkin’ Brands’ success is largely dependent on our day-to-day dealings with one another and our business partners. We pride ourselves on having an open, honest and respectful work environment that contributes to personal and business growth. We value working with diverse individuals. Combining different backgrounds, experiences, beliefs, personalities, knowledge, skills and ideas creates enriching experiences for our employees, franchisees and guests.

At Dunkin’ Brands, we believe a culture of diversity and inclusion, where each person is valued and respected, delivers better business results.

Honesty Embrace the truth about oneself and the world Be honest no matter what . . . you can always recover from the truth

Transparency Demonstrate openness and vulnerability Share your thoughts without hesitation

Humility Acknowledge own mistakes and commit to learning It’s about the team . . . never lose sight of those who helped along the way

Integrity Say what you think and do what you say Always act with integrity . . . character shows when no one is looking

Respectfulness Honor the dignity, inclusion, and diversity of others Give people their dignity, earn others’ respect

Fairness Do what is right based on common principles Always do the right thing, especially when it is difficult

Responsibility Make yourself accountable to the community Own the outcome of your actions, good or bad

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1.2

Each Dunkin’ Brands employee, officer and director must work to comply with the policies set forth in this Code of Business Ethics and Conduct (“Code of Conduct” or “Code”). All employees, officers and directors should review the Code of Conduct and related materials. Because of the complex and changing nature of legal requirements, each member of the Dunkin’ Brands community must be vigilant to ensure that his or her conduct complies with the Code.

The Code of Conduct does not, on its own, ensure ethical conduct. While the Code sets forth fundamental principles of how we do business, each of us is responsible to act ethically.

All Dunkin’ Brands employees and directors have a personal responsibility to embrace and model ethical behavior, act with the highest degree of ethics, and comply with the law. We have a duty to be watchful for circumstances that may indicate illegal or unethical behavior and act in a timely manner to raise concerns.

Dunkin’ Brands leaders have an added obligation to ensure that policies are communicated to employees and that business practices are designed to prevent improper conduct. They have a responsibility to build and maintain a culture of compliance by ensuring employees know that our integrity should never be compromised in order to achieve business results.

The Code of Conduct provides employees and directors with guidance on doing the right thing. However, it is not an all inclusive list of do’s and don’ts. The Overview sections outline the intended behavior and the Expectations and Examples of What to Watch Out For sections provide some examples of what employees and directors should and should not do.

If you are looking for more information about our commitment to equal employment opportunity or respect in the workplace, please see our EEO and Respect in the Workplace policies.

ExpectationsRead the Code of Conduct on an annual basis; be sure you understand what is required to be in compliance.

• Complete the Register of Interest to identify any possible conflicts.

• Abide by the Code, company policies, and all applicable laws and industry practices.

• Raise questions or concerns about illegal or unethical acts without fear of retaliation.

• Promptly report any violation of company policy or any activity that conflicts with the Code of Conduct.

• Learn the details of the policies dealing with your work. When you have a question, ask for help.

Register of InterestThe Dunkin’ Brands Register of Interest is designed to identify any real or potential conflicts of interest that may negatively impact Dunkin’ Brands’ way of doing business. Employees and directors are required to complete the Register of Interest when they are hired and on an annual basis.

If in Doubt There may be situations in which you are uncertain about the legal or ethical course of action related to a business practice or transaction. To help you decide the appropriate course of action, ask yourself the following questions:

• Is my action or the action of a co-worker consistent with Dunkin’ Brands’ practices?

• Can I defend my action to my supervisor, other employees, and the general public?

• Can I comfortably explain my action if it was reported in the newspaper?

• Does my action or the action of a co-worker follow the spirit of the Code of Conduct, values, and policies?

Penalties for ViolationsEmployees who violate the Code of Conduct or any Dunkin’ Brands policy will be subject to disciplinary action, up to and including termination of employment. These disciplinary actions may apply to an employee’s supervisor who directs or approves of the employee’s improper actions, who knowing of those actions does not act appropriately to correct them, or fails to exercise appropriate supervision. For all employees, directors, and officers, the failure to report known or suspected wrongdoing may, by itself, subject that person to disciplinary action. In addition to imposing its own discipline, Dunkin’ Brands may also bring violations of law, or suspected violations of law, to the attention of appropriate law enforcement personnel. The following are examples of conduct that may result in such discipline:

• Asking or coercing others to violate the Code of Conduct.

• Failing to promptly raise a known or suspected violation of the Code of Conduct.

• Being uncooperative in an investigation of possible Code of Conduct violations.

• Retaliating against another employee, a franchisee, or a supplier who reports a concern.

Personal Accountability and Responsibility

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Reporting Concerns

Dunkin’ Brands employees have an obligation to raise concerns about the violation or possible violation of the Code of Conduct, company policies or the law. While it can be difficult to raise such concerns, not doing so can cause tremendous harm to other employees, franchisees, suppliers, business partners, competitors and the company. No one will suffer adverse action for raising an ethical or legal concern. Retaliation will not be tolerated.

Dunkin’ Brands provides employees with internal and external resources with whom they can safely raise concerns. Internal resources include your supervisor, the next level of management, Human Resources, Legal, and Loss Prevention.

If employees prefer to ask a question or raise a concern anonymously they can do so through our anonymous communication system, the Dunkin’ Brands Ethics Hotline. This system is administered by a third party and can be accessed via phone and the web.

Conducting Investigations

Investigations of alleged violations of the Code, other policies, or the law will be conducted fairly and promptly. Investigations will be conducted in a way that maintains confidentiality to the extent practical under the circumstances. Investigations typically include interviews with the person filing the complaint, the person alleged to have acted inappropriately, and any others who may have information relevant to the situation. When the investigation is complete, all parties involved will be notified of the findings to the extent appropriate. Based upon the findings, the appropriate corrective action will be taken.

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Phone 877.452.3649

Web www.reportlineweb.com/dunkinbrands

Amendments and Waivers

This Code applies to all Dunkin’ Brands employees, officers and directors. There shall be no substantive amendment or waiver of any part of the Code, except by a vote of the Board of Directors or a designated committee, which will determine whether an amendment or waiver is appropriate and ensure that any amendment or waiver is accompanied by appropriate controls designed to protect Dunkin’ Brands.

In the event that any substantive amendment is made or any waiver is granted, it will be posted on the Dunkin’ Brands website as appropriate. Employees, officers and directors are responsible for reviewing such information and abiding by the Code, as amended from time to time.

1.4

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2.1 Competitive Practices

Overview

Dunkin’ Brands respects the rights of competitors and will act fairly toward them in the marketplace. All employees have a responsibility to Dunkin’ Brands to ensure that their business activities abide by applicable antitrust and competition laws.

The company stands by the excellence of its own products and those of its franchisees. Dunkin’ Brands will strive for competitive advantage through superior research, marketing, execution, quality and service, and never through unethical or questionable business practices.

Core Requirements

Comply with all applicable competition laws and company policies.

Be aware of and abide by all laws that apply to business activities both inside and outside of the United States.

Learn about and comply with your business unit’s specific procedures that address contact with competitors, obtaining and handling data concerning competitors, and participating in trade associations and professional societies.

Consult with Legal on business arrangements that could raise concern about competitive practices, including, but not limited to:

• Exclusive arrangements for the purchase or sale of products or services for the sole purpose of creating a competitive advantage for the company

• Selective discounting

• Distribution arrangements with competitors

• Agreements to add a Dunkin’ Brands employee to another entity’s board of directors.

Examples of What to Watch Out For

Any contact with competitors that could create the appearance of improper agreements or understandings.

Discussing or agreeing with competitors on:

• Prices

• Terms or conditions of sale

• Costs, profits, or profit margins

• Product or service offerings

• Production or sales capacity or volume

• Market share

• Coordination of bidding activities

• Dividing sales territories

• Allocation of customers or product lines.

CHAPTER

2ConductingOurBusiness

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2.2 Business Gifts and Entertainment

Overview

Dunkin’ Brands employees and directors may not solicit or accept – directly or indirectly – any cash or monetary equivalents, gifts, entertainment, objects of value, or preferential treatment from any person or enterprise that has or is seeking business with Dunkin’ Brands where doing so could interfere with the employee or director’s independence or judgment; could reasonably be viewed as a business inducement; could reasonably create the appear-ance of being improper or interfering with any employee’s independence or judgment; or where public disclosure of an employee’s acceptance could cause embarrassment or damage the reputation of Dunkin’ Brands.

Conversely, employees may not offer excessive gifts or entertainment to others whose business the company may be seeking. Employees may accept business-related meals, entertainment, token gifts or favors only when the value involved is nominal and clearly will not place employees under any real or perceived obligation to the donor.

When employees are unsure whether they may give or receive a proposed gift, gratuity, meal, or entertainment, they should discuss the situation with their supervisor.

Core Requirements

Give and receive gifts (including food baskets, flowers, etc.) or other items that are infrequent and have a nominal value. Certain employees may be further restricted regarding giving or receiving gifts based on their role with the company upon notification from management.

Give or accept gifts of nominal value that are commonly accepted as promotional items or tokens of appreciation. Even for items of nominal value, employees should consider whether the frequency and timing of the item could create any appearance of impropriety.

Accept and attend a business meal or entertainment opportunity (including sports or theater tickets, golf outings, travel opportunities, etc) only if the in-kind value is nominal, representa-tives from each company are present and attendance is in furtherance of a substantial business interest.

Do not give or receive anything of value (such as a gift, money, or a service) from a U.S. or foreign government official.

Obtain approval from your supervisor prior to receiving any gift or entertainment opportunity that could reasonably be construed as having a value in excess of $100. Such approval will be based on a review of all material information.


Receiving gifts of greater than nominal value from franchisees, customers, suppliers, or competitors while you are in a position to influence Dunkin’ Brands’ decisions that might affect or appear to affect the outside party.

Receiving personal discounts or other benefits from franchisees, suppliers, or customers not available to the general public or similarly situated Dunkin’ Brands employees.

Giving a gift of greater than nominal value to a business associate (customer, franchisee, etc.) with whom you have a personal relationship – for example, buying a wedding gift for a friend who is a franchisee.

Inviting a franchisee or supplier on an all-expense paid trip that offers little benefit to the company.

Accepting a franchisee’s invitation to an all-expense paid trip or event that offers little benefit to the company.

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2.3 Anti-Corruption

Overview

No one acting on Dunkin’ Brands’ behalf may use bribes, kickbacks, or other corrupt practices in conducting company business. Employees and directors, and anyone acting on behalf of the company are required to comply strictly with all ethical standards, the Code of Conduct, and applicable laws in every country in which Dunkin’ Brands does business.

The U.S. Foreign Corrupt Practices Act and applicable anti-corruption laws of other countries make it illegal to offer to pay money or anything of value to any foreign official, foreign political party or candidate for political office for the purpose of obtaining business. Directors, officers, employees and representatives of Dunkin’ Brands are required to adhere to the antibribery and internal accounting control provisions of the Foreign Corrupt Practices Act to ensure that no improper gifts, business courtesies or offers of anything of value are provided to foreign government officials. Dunkin’ Brands will strictly observe the laws, rules, and regulations that govern the procurement of goods and services by any governmental agency of any country.

Core Requirements

Make commission or fee arrangements only under written agreements with bona fide commercial distributors, sales representatives, agents, or consultants. Any commission or finder fee for assistance in securing orders must be reasonable and consistent with local laws and normal industry practice.

Do not directly or indirectly offer or accept a bribe or improperly influence any federal, state, or local government employee in any country. The U.S. Foreign Corrupt Practices Act prohibits any payment or gift to government officials outside of the United States for the purpose of obtaining or retaining business.

Do not pay commissions, fees, or other compensation in cash. Document all uses of company funds and assets in compliance with Dunkin’ Brands’ accounting policies and guidelines.

Never give a gratuity or other payment to government officials or employees to expedite a routine administrative action without express authorization from Legal. If such a payment is made, make sure it is clearly and accurately reflected in the financial reports.

Be familiar with Dunkin’ Brands’ policy on Foreign Corrupt Practices.


Requests to transfer money or return deposits to a third party or to an unknown or unrecognized account.

Structuring transactions to evade record-keeping or reporting requirements.

Hosting a dinner meeting for a government official.

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International Trade 2.4

Overview

Compliance with all applicable import and export laws and regulations is critical to Dunkin’ Brands’ worldwide success. Employees are required to understand and abide by applicable laws, regulations, and controls based upon their scope of responsibility.

Core Requirements

Follow relevant international trade control regulations, including licensing, shipping documentation, import documentation, reporting and record retention requirements of all countries in which you conduct business or in which your business is located.

Learn and understand the extent to which U.S. trade controls apply to Dunkin’ Brands’ business transactions as it relates to your job function.

Make sure all international transactions are screened against applicable laws and regulations that restrict transactions with certain countries and persons.

Consult with Legal or your supervisor about any transaction in which a conflict arises between U.S. law and the law of another country or region, such as the laws blocking certain U.S. restrictions adopted by Canada, Mexico, and members of the European Union.


Abnormal packing, marking, or routing of goods.

Unfamiliar supplier without convincing references.

Transactions involving an embargoed country, a citizen or representative of an embargoed country, or an individual or entity subject to government sanction.

Inaccurate or incomplete invoice description of imported goods.

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3.1 Finance and Accounting Practices

Overview

The accuracy and integrity of Dunkin’ Brands’ books and records are vital to Dunkin’ Brands’ business success. Employees have a duty to ensure that company books and records are maintained in accordance with generally accepted accounting practices and all regulatory requirements.

Core Requirements

Comply with generally accepted accounting principles for the United States and for every country in which you conduct company business.

Learn about and comply with accounting principles and controls based on the needs of your role and scope of responsibility.

Use company funds and assets only for legitimate Dunkin’ Brands business purposes.

Report any kind of fraudulent activity.

Exclude yourself from auditing any work performed by colleagues with whom you have a personal relationship.

Do not make, contribute to or facilitate the making of any false or misleading entries in Dunkin’ Brands’ books or records for any reason.

Do not engage – directly or indirectly – any outside auditors of Dunkin’ Brands to perform any audit, audit-related work, tax, or other services, without written approval from the company’s Audit Committee.


Assigning financial responsibility to individuals who may not fully understand accounting principles and controls.

Using company funds for non-business purposes.

Auditing the work of someone who is a close friend or family member.

CHAPTER

3SafeguardingOurAssets

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3.2 Financial Reporting

Overview

As a public company, we are committed to carrying out all continuing disclosure obligations in a full, fair, accurate, timely and understandable manner. Depending on their position, employees, officers or directors may be called upon to provide information to assure that the company’s public reports are complete, fair and understandable. Dunkin’ Brands expects all employees and directors to take this responsibility very seriously and to provide prompt and accurate answers to inquiries related to the company’s public disclosure requirements.

In order to support all disclosure obligations, we note that it is our policy to record and report our factual information honestly and accurately. Investors count on Dunkin’ Brands to provide accurate information about our businesses and to make responsible business decisions based on reliable records. Every individual involved in creating, transmitting or entering information into our financial and operational records is responsible for doing so fully, fairly, accurately and timely, and with appropriate supporting documentation. No employee, officer or director may make any entry that intentionally hides or disguises the true nature of any transaction.

Core Requirements

Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that Dunkin’ Brands files with, or submits to, government agencies and other public communications.

Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.

Act in good faith through due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be affected.

Ensure responsible use of and control over all company assets and resources.


Understating or overstating known liabilities and assets.

Recording false revenues or recording them early.

Deferring or accelerating the proper period for recording items that should be expensed.

Falsifying quality or safety results.

Processing or submitting false or inaccurate invoices.

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3.3 Intellectual Property

Overview

Among Dunkin’ Brands’ most valuable assets is its intellectual property – patents, trademarks, copyrights, trade secrets, design rights, logos, know-how, and other intangible property such as business plans and marketing plans. It is the company’s policy to protect, maintain, and defend its rights to all commercially significant intellectual property and to use those rights in responsible ways. All employees must take steps to safeguard these assets.

In addition, Dunkin’ Brands respects the valid intellectual property rights of others. Unauthorized collection and use of the intellectual property of others is not allowed.

Core Requirements

Be aware of and protect Dunkin’ Brands’ intellectual property.

Respect valid patents, copyrighted materials, and other protected intellectual property of others.

Obtain proper permission from the copyright owner before you copy any copyrighted materials – including text, artwork, images, photographs, videos, music, web pages, and other forms of expression – whether they are in hardcopy or electronic media.

Consult with Legal before soliciting, accepting, or using proprietary information of outsiders; disclosing Dunkin’ Brands’ proprietary information to outsiders; or permitting third parties to use company intellectual property.

Understand your responsibilities to the company regarding new inventions and ideas that you may develop while a Dunkin’ Brands employee.

Comply with the guidelines for using Dunkin’ Brands’ primary trademarks and trade names.

Do not install, duplicate, or use software in violation of its copyright or applicable license terms.


Receiving proprietary information from an employee about his or her prior employer.

Discussing Dunkin’ Brands’ proprietary information with franchisees, customers, suppliers or friends.

Introducing a new product or product name before checking for patent or trademark infringement.

Distributing the brand logos to outside sources (suppliers, vendors, etc.) without their signing a trademark license agreement.

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3.4 Personal Use of Company Resources

Overview

Dunkin’ Brands’ company property – its buildings, vehicles, equipment, systems, and supplies – is in place to enable employees to perform the business-related duties that their positions require. Company property also includes any computer, phone or other equipment that is owned, provided or subsidized by Dunkin’ Brands. The use of company property is for the sole purpose of conducting business requirements. This also applies to using Dunkin’ Brands’ resources outside of employees’ working hours and outside Dunkin’ Brands’ premises.

Core Requirements

Use company property only for company-related activities. Incidental and occasional personal use of company property is permitted, as long as it does not interfere with the company operations, does not increase company costs and expenses, is not for personal gain or for any other improper use, and does not violate any company guidelines or policies.

Prohibit other people – including family and friends – from access to or use of Dunkin’ Brands’ property.


Using company supplies for personal reasons.

Selling products (for example, Avon) on company time and company property.

Allowing family members to access the Internet on company computers.

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4.1

PartneringWithOthers

CHAPTER

4Franchisee Selection and Relationships

Overview

Dunkin’ Brands franchisees and licensees are of great strategic importance. When selecting and working with franchisees, employees must fully comply with applicable federal and state franchise regulations and company policies.

Dunkin’ Brands chooses franchisees who – upon reasonable investigation – appear to possess the basic skills, education, personal qualities, and financial resources necessary to perform and fulfill the needs and requirements of a franchise. We do not discriminate based on race, color, religion, national origin, citizenship, age, disability, gender, sexual orientation, gender identity, or any other factors prohibited by law.

We are committed to creating strong working relationships and open, honest dialogue with our franchisees.

Core Requirements

Provide prospective franchisees with full and accurate written disclosure of all material facts and information required by law and company policies.

Encourage prospective franchisees to seek legal, financial, and business advice prior to signing a franchise agreement and any other contract with Dunkin’ Brands.

Select franchisees through Dunkin’ Brands’ qualifying and approval process.

Provide appropriate training, support, and guidance to franchisees before and during the life of the franchised business.

Make every effort to resolve complaints and disputes with our franchisees through fair and direct communication.

Encourage open dialogue with franchisees through the Franchise Advisory Council system, the field organization, and other communication methods.


Selecting franchisees based on family or personal relationships or for personal gain.

Conducting business transactions that are not mutually beneficial to Dunkin’ Brands and our franchisees.

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4.2 Supplier Selection and Relationships

Overview

Dunkin’ Brands’ suppliers are important to the company’s success. When buying products and services, employees have a duty to deal with suppliers fairly and act in compliance with applicable laws and company policies. Suppliers include components and materials vendors, indirect goods and services providers, consultants, and anyone else who provides a product or service to the company.

Dunkin’ Brands chooses suppliers on the basis of service, price, quality, and desirability of their goods and services. Employees are required to follow the company’s policies when choosing suppliers on a basis that serves the company’s interests and protects Dunkin’ Brands’ reputation. We do not discriminate based on race, color, religion, national origin, citizenship, age, disability, gender, sexual orientation, gender identity, or any other factors prohibited by law.

Employees are required to deal with suppliers in a fair, professional, and honest manner; to properly document all transactions; and to manage supplier relationships with Dunkin’ Brands’ and the franchisee system’s best interests in mind.

Employees are generally expected to partner with Dunkin’ Brands Supply Chain throughout the purchasing life cycle for corporately-managed vendors (such as advertising agencies or office supply companies). They are required to partner with Supply Chain on purchases, products and services (such as food, paper products, and equipment).

Core Requirements

Make purchasing decisions that reflect the best judgment about a supplier’s technology, quality, responsiveness, delivery capabilities, cost, performance, and financial stability, as well as those who are aligned to our core values and strategic direction.

Do business only with suppliers who comply with applicable laws and Dunkin’ Brands’ policies including but not limited to standards relating to child labor, the environment, health and safety, and improper payments.

Document all supplier relationships in appropriate written contracts. Do not establish exclusive arrangements or reciprocal purchase obligations with any supplier without prior approval from Legal.

Avoid any appearance of conflict of interest that might result because of business gifts or entertainment from a supplier, or even strong personal relationships between the representatives of a supplier and representatives of Dunkin’ Brands.


Potential conflicts of interest in supplier selection, which include accepting gifts or other items of value outside of business guidelines.

Directing business to a supplier owned or managed by a relative or close friend.

Unsafe conditions or apparent disregard of environmental standards in supplier facilities.

Committing to exclusive contracts without conducting an RFP or an appropriate bid or due diligence process.

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Supplier Pricing 4.3

Overview

When purchasing products or services from suppliers, negotiate fairly to obtain the best pricing. Employees are responsible for working in the best interest of Dunkin’ Brands and the franchisee system and for compliance with applicable laws and the company’s policies.

Core Requirements

Ask suppliers for the best price for materials and services that Dunkin’ Brands uses.

Document and clearly identify the services or products to be provided, the basis for earning payment, and the applicable rate or fee. The amount of payment must be equal to the services or products provided.

Take responsibility for understanding the price escalation and/or termination exit clauses.

Do not disclose the non-public prices of one supplier to another, or to anyone else within or outside of Dunkin’ Brands who does not have a legitimate business reason to know. Negotiated price information is usually competitively significant and needs to be handled as sensitive information. If disclosure of negotiated pricing information or other terms is required, employees must abide by Dunkin’ Brands’ policies on handling sensitive information.


Directly or indirectly giving one vendor’s non-public pricing information to another vendor – for example, saying “You need to come in under $2,000 to win the bid.”

Not documenting or poorly documenting the specific services or products to be provided along with the amount of payment.

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5.1 Marketing and Advertising Practices

Overview

Dunkin’ Brands is committed to the truthful and accurate communication of information about our products. Marketing and advertising will be honest, factual, and tasteful.

Core Requirements

Work with Marketing and Legal to create any Dunkin’ Brands (Dunkin’ Donuts or Baskin-Robbins) advertising or graphic images.

Create advertising that is consistent with our values.

Substantiate and document all advertising and promotional claims with current factual data before publication.

Avoid deliberately misleading messages, omissions of important facts or false claims about our products or our competitors’ products.


Inadvertently exaggerating the truth about our products.

Using marketing materials that have not been approved by both Marketing and Legal.

Using brand logos which are not included in the logo library.

CHAPTER

5 ServingOurConsumers

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Food Safety5.2

Overview

Dunkin’ Brands is committed to providing the safest and highest quality products to consumers. Within our sphere of influence, there are many processes, procedures, and stakeholders that have a direct impact on the safety of our products. Because we are concerned about the safety of our consumers, food safety must remain our highest priority.

Dunkin’ Brands maintains a comprehensive Quality Management System to ensure the safety of our products. Elements of the system include risk analysis, standards, requirements, procedures, training, and audits for all products handled by our suppliers, distributors, manufacturing locations, and restaurants. This system is based on government regulations, industry best practices, and Dunkin’ Brands’ requirements.

The Quality Management System is woven into the fabric of how we do business at Dunkin’ Brands. Elements of the system are evident in our supplier selection, specification management, product innovation, restaurant design, franchisee training, crewmember certification, and ongoing franchisee review processes.

Core Requirements

Provide ongoing food safety compliance measurement of all suppliers, distributors, manufacturing locations, and restaurants.

Provide thorough design review of all new concepts, products, restaurant designs, equipment, procedures, and training for compliance with our food safety standards.

Maintain and continuously improve our Quality Management System.

Provide technical guidance and support to internal departments to ensure our ability to understand, measure and minimize food safety risks.

Maintain awareness of regulatory issues and standards that may impact our Quality Management System.

Provide franchisees with the training, tools, and coaching to help them achieve food safety excellence.


Selecting suppliers or distributors without review and approval from the Quality Assurance Department.

Implementing programs, products, equipment, and designs that do not pass through the established Innovation to Market and other approval processes that include food safety criteria.

Compromising food safety standards or food safety design review in order to meet other objectives, such as a product launch date, store opening, or financial target.

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6.1 Protecting, Using, and Disclosing Sensitive Information

CHAPTER

6 HandlingSensitiveInformation

Overview

During the course of employment, employees may acquire confidential information about the company that is not known to others. Employees are responsible for protecting private company information. Private information includes, but is not limited to: business strategies, business plans, financial information, information about mergers and acquisitions, product development, business practices, procedures, trade secrets, marketing plans, sales data, organization charts, and information about franchisees, business partners or employees. Such information is proprietary (that is, owned by the company) and must be safeguarded.

Company information must be used for appropriate business purposes only. Disclosing proprietary information internally and externally must be done with proper safeguards in accordance with applicable laws. Company information may not be shared with audiences other than those for which it is intended nor may it be used for an employee’s own benefit. The proper use and disclosure of sensitive information applies to both current and former employees.

Core Requirements

Take appropriate security measures to protect company information from improper disclosure.

Ensure that confidential or privileged information is not shared with anyone outside the company in violation of any company policies or applicable laws, or with any unauthorized “need to know” internal person or group.

Use discretion in all conversations regarding Dunkin’ Brands’ business. Be mindful of what, when, where and with whom conversations are taking place.

Be familiar with applicable company policies, such as the Information Technology and Security policy.

Be mindful of your surroundings, internally and externally, when using and sharing sensitive information.

Do not share confidential company publications with potential employees or franchisees, vendors, the media or other outside parties.

Do not share internal confidential company emails with outside parties.


Leaving private information out in the open.

Inadvertently providing electronic access to private information to unauthorized people (such as on a shared drive or the intranet).

Discussing private information in public or in open areas on company or franchisee property (such as in the elevator, cafeteria, or in a store).

Sharing organization charts or company directories with outside parties.

Sharing confidential information with franchisees.

Posting confidential information on social networking websites in violation of the Social Media policy.

Discussing confidential employment data with a person who does not have the legal right, business need, author-ity or the individual’s consent to know.

Providing any comments on current or former employees’ performance to outsiders, including those calling for references.

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6.2 Receiving Sensitive Information

Overview

Sensitive information about current or potential employees, competitors, franchisees, suppliers, or other business partners must be accepted and handled appropriately. While there may be a business need to receive sensitive information from another company or an individual outside of Dunkin’ Brands, employees should be cautious when an outside party is sharing that information with the expectation that it will be held in confidence. Accepting confidential information creates a risk that the information could be misused.

It is particularly risky to accept information from competitors as industry ideas may overlap and therefore may cause potential conflict.

Core Requirements

Accept sensitive information for legitimate and ethical business purposes only.

Be cautious when accepting sensitive information from competitors.

Be knowledgeable about legal requirements in your functional area.

Do not accept unsolicited suggestions made by outsiders about future Dunkin’ Brands products or services. Doing so will avoid the possibility of Dunkin’ Brands becoming encumbered by any unintended obligations to outside parties.

Do not request sensitive information during conversations with current or potential employees, competitors, franchisees, suppliers, or other business partners that may be used or perceived as being used improperly as the basis for making business decisions.


Casually accepting sensitive information from a competitor.

Making conversation with a job applicant about personal information that is illegal to discuss or use in an employment decision.

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6.3 Insider Trading

Overview

All directors, officers and employees of Dunkin’ Brands must comply fully with securities laws with respect to insider trading. Insider trading generally involves buying or selling securities of Dunkin’ Brands while in possession of material information about Dunkin’ Brands that is not available to the public. It is also against the insider trading laws to tip another person regarding material nonpublic information about Dunkin’ Brands to enable that person to trade in our securities. Material information may include financial data; information about strategic plans, such as acquisitions or divestitures; changes in key management; forecasts of financial results; and other similar information. Trading on the basis of material nonpublic information can result in substantial civil and criminal penalties.

Core Requirements

Disclose company information for legitimate business purposes and with proper safeguards.

Do not share non-published financial company information without prior approval from the head of Accounting.

Refer questions about insider trading and compliance with these laws to Legal.

Be familiar with Dunkin’ Brands’ Insider Trading Policy.

If you are an executive officer or otherwise classified as an “Insider” for purposes of the Insider Trading Policy, seek preclearance from the legal department ([email protected]) prior to transacting in the company’s securities (this includes buying or selling shares, or exercising and selling vested stock options).


Inadvertently forwarding emails containing sensitive company information to others.

Assuming that company information can be shared with co-workers or franchisees.

Assuming that confidential documents will be marked as such.

Transacting in the company’s securities if you are an “Insider” as defined by company policy without seeking preclearance as required.

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6.4 Media Inquiries / Social Media

Overview

Except for routine material provided to franchisees, suppliers, or other business partners as part of regular business activity, information related to the company must be released to the public only through Corporate Communications. All media inquiries must be forwarded to Corporate Communications for appropriate responses. Corporate Communications will ensure that statements made to the public on behalf of the company are accurate, timely, easily understood, and truthful.

Dunkin’ Brands recognizes the value of social media sites and supports employee usage that contributes positively to the company. Such sites include, but are not limited to: Facebook, Twitter, LinkedIn, YouTube, and personal blogs and websites.

Core Requirements

Obtain pertinent information from the media in order to forward questions and/or requests to Dunkin’ Brands Corporate Communications.

Learn who the appropriate internal resources are who are authorized to speak to the public on behalf of Dunkin’ Brands.

Be courteous and professional if approached by the media.

Do not volunteer information to the media.

Consider social media sites as you would other methods of communication when determining what is appropriate to share with others.

Use good judgement and common sense in all online interactions.

Do not share confidential or proprietary information on social media sites in violation of social media policy.

Avoid speaking as a representative of the company if you are not authorized to do so.

Be familiar with Dunkin’ Brands’ Use of Social Media policy.


Responding directly to media inquiries.

Discussing proprietary or confidential company information in public.

Allowing individuals to take unauthorized photographs of confidential areas on company or franchisee property.

Using company logos or trademarks on blogs, personal web pages and/or profile, unless legally authorized to do so.

Providing references or recommendations for former Dunkin’ Brands employees on social networking sites.

Inadevertently disclosing proprietary or confidential company information on social networking sites.

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6.5 Privacy and Personal Data Protection

Overview

Dunkin’ Brands is committed to protecting sensitive information about potential, current and past employees, franchisees, suppliers, and other business partners. This includes but is not limited to personal, financial, and medical data that we collect and maintain for business purposes.

Core Requirements

Comply with all applicable privacy and data protection laws and regulations that are applicable to your job function.

Acquire, use, or disclose private information in ways that are consistent with Dunkin’ Brands’ privacy policies and with applicable laws and regulations.

Use information that you have access to for authorized business purposes only.

Keep electronic and paper files containing private information secure.

Consult with your supervisor, Human Resources, or Legal if you are asked to provide confidential data.

Do not provide employment verifications, references, or recommendations for current or past employees.


Responding directly or indirectly to requests for employment verifications, references, or recommendations for current or past employees.

Giving out private information during a casual conversation; for example, “Mary is out for two weeks recuperating from heart surgery.”

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Records Management and Retention6.6

Overview

Company records must be properly managed. Employees are required to retain, protect, and dispose of company records based on legal requirements as well as company and department policies.

Core Requirements

Be knowledgeable about legal records management requirements for your function (such as Human Resources, Finance, Legal, etc.)

Retain all documents related to legal proceedings or investigations until otherwise notified by Legal.

Dispose of dated records with the appropriate level of safeguarding – ensure confidential data is shredded or otherwise properly disposed.


Discarding records too soon.

Throwing away confidential documents in a trash can versus shredding them.

Maintaining records longer than needed.

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7.1 Conflicts of Interest

CHAPTER

7 AvoidingConflictsOf Interest

Overview

We value and expect honest and ethical conduct, including the ethical handling of actual or perceived conflicts of interest between personal and professional relationships. A conflict of interest occurs when the personal interest of a Dunkin’ Brands employee (or an immediate family member or someone with whom you have a personal relationship) interferes, in any way - or even appears to interfere - with their duties as an employee or with the interests of the company as a whole.

A conflict can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform their duties and make decisions objectively. Conflicts of interest also arise when an employee (or an immediate family member or someone with whom you have a personal relationship) receives improper personal benefits as a result of his or her position in the company. Loans to, or guarantees of obligations of, employees, officers or directors are of special concern.

Core Requirements

Do not accept employment from, act as a consultant to, or have an independent business relationship with any of our franchisees, competitors, business partners or suppliers, that may interfere with your employment at Dunkin’ Brands or potentially create a conflict of interest.

Avoid outside employment or business interests that place you in the position of appearing to represent Dunkin’ Brands, providing goods or services substantially similar to those we provide or are considering providing, or one that lessens your efficiency, productivity, or dedication to Dunkin’ Brands in performing your everyday duties.

Do not speculate or have an interest in anything of value which may conflict with our business.

Do not divulge or use company confidential information - such as financial data, customer information, and computer programs - for your own personal or business purposes.


Investing in a supplier that is about to sign a contract with us.

Providing consulting services to a competitor’s franchisee.

Personal relationships that may affect your judgment and objectivity regarding your role with Dunkin’ Brands.

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7.2 Outside Employment and Other Activities

Overview

Dunkin’ Brands allows outside employment as long as employment with Dunkin’ Brands is the priority and the outside employment does not interfere or appear to interfere with an individual’s employment with the company. Employees are responsible for using their best judgment to objectively evaluate outside activities to ensure that such activities will not negatively impact their work at Dunkin’ Brands. Employees must avoid situations where loyalties may be divided between personal and company interests. Dunkin’ Brands expects employees to avoid situations that even appear to present a conflict of interest.

Core Requirements

Consider the activities involved regardless of being called an employee, consultant, contractor, owner, investor, or volunteer to determine if a potential conflict exists.

Disclose, in writing, outside employment or activities that may present a conflict.

Gain written approval from your functional Vice President and the head of Human Resources prior to accepting outside employment that has the potential to present a conflict.

Do not engage in outside employment or activities with a Dunkin’ Brands franchisee, competitor, business partner, or supplier that may interfere with your employment at Dunkin’ Brands or potentially create a conflict of interest.

Do not engage in outside employment or activities that have the potential to interfere with your performance.

Do not misuse Dunkin’ Brands’ resources, intellectual property, time, or facilities to conduct business related to outside employment or other outside activities.


Taking a part-time job where you may be tempted to spend time on that job during your Dunkin’ Brands working hours.

Assisting a family member or friend with a business opportunity that could present a conflict.

Representing yourself as a spokesperson for Dunkin’ Brands while participating in outside employment or activities.

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7.3 Political Contributions and Activities

Overview

Dunkin’ Brands encourages employees to be informed voters and participate in politics in their communities. Employees have a constitutional right to support political candidates and issues of their own choosing. However, employees may not create the impression that they are speaking or acting on behalf of the company.

Assigned Dunkin’ Brands employees may engage in certain political activities on behalf of the company, consistent with First Amendment principles, but only in strict accordance with relevant laws and internal policies.

On behalf of the company and our employees, Dunkin’ Brands engages in advocacy before government bodies and policymakers on issues of importance to our business. It is critical that such activities are centrally coordinated, consistent, and focused on the long-term interests of Dunkin’ Brands.

Rules regarding giving gifts to govern-ment officials are more restrictive than traditional business gifts. Gifts, in this case, are often defined very broadly to include meals, tickets, promotional items, travel expenses, and anything else of value.

Core Requirements

Engage in political activities only during personal time.

Ensure that political contributions are made with personal funds, do not violate the Foreign Corrupt Practices policy and do not appear to be made or reimbursed with company funds.

Do not use company property or facilities to engage in any political activities except as permitted by law.

Do not attempt to use your position to influence other employees to make contributions or support candidates or political causes.

Do not commit corporate or political action committee funds or resources on behalf of Dunkin’ Brands without prior authorization.

Engage in lobbying activities on behalf of Dunkin’ Brands only with prior approval.

Maintain the highest standards of professional integrity and conduct when communicating with government officials on behalf of Dunkin’ Brands.

Ensure that all lobbying activities are conducted in compliance with relevant registration and reporting laws and regulations.

Never give a gift to influence a government official with respect to his or her official duties.

Ensure that any gift provided to a government official may be accepted by the official under relevant laws or rules.

Seek prior, internal approval regarding gifts for government officials. Be aware that this type of gift giving may need to be reported in lobbying or other filings made by Dunkin’ Brands or may be prohibited by law.


Unintentionally coercing a co-worker to get involved in a political cause by pushing your viewpoint.

Using the company name in a way that could suggest or imply corporate endorsement or sponsorship for a political candidate or cause.

Utilizing corporate resources, such as stationery, postage, or staff time, for personal political activities in any way that increases costs to the company or creates the perception of corporate endorsement.

Approaching a government official about a policy affecting Dunkin’ Brands, no matter how well intentioned, without obtaining prior authorization.

Engaging in lobbying activities without considering possible legal obligations, which may include, in some situations, a requirement to register in advance with the federal government.

Offering to pay for the meal of a government official, even one with little retail value, without first confirming that such a gift is permissible.

Fulfilling a request from a government employee for branded items, free product or company tickets to a sporting event.

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7.4 Outside Directorships

Overview

Participating on the board of directors of other companies or non-profit groups may enhance employees’ business and leadership skills. However, such participation may also lead to conflicts of interest. Employees must obtain written approval prior to participating on a board where the potential for conflict exists. Current members of the Board of Directors should notify the Secretary of the Board of Directors prior to participating on a board where the potential for conflict exists.

This excludes charitable, civic, religious, educational, public or social organizations, or residential boards whose activities do not conflict with Dunkin’ Brands’ interests and do not unreasonably impose on an employee’s time.

Core Requirements

Obtain written approval from your direct supervisor and the head of Human Resources if you are an employee, prior to serving as an officer or director of any outside organization that may present a conflict.

Obtain written approval prior to accepting a board position with a non-profit entity where there may be a potential conflict.

Resign as director if a situation arises that presents a conflict with your role at Dunkin’ Brands.

Avoid outside directorships where the time commitment has the potential of interfering with your responsibilities at Dunkin’ Brands.

Do not consider directorships with franchisees, competitors, suppliers, or other business partners if you are an employee.


Misusing Dunkin’ Brands’ resources to assist in any outside directorship for another company or a non-profit entity.

Accepting a directorship that has the potential of being a conflict without gaining written approval.

Making inferences that your role with Dunkin’ Brands could contribute to your director role.

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7.5 Financial Interests in Other Businesses

Overview

A personal or family financial interest in a Dunkin’ Brands competitor, franchisee, supplier, or other business partner may present a conflict of interest or create the appearance of a conflict of interest. Financial interests may include investments, loans, and partial or total ownership. Employees may not directly or indirectly have any financial interest in Dunkin’ Brands competitors, franchisees, suppliers, or other business partners that exceed 1% ownership unless they first obtain written permission from the Chief Executive Officer. These restrictions do not apply to investments in 401(k) plans, IRAs, mutual funds or similar investments which are completely passive in nature.

Core Requirements

Keep Dunkin’ Brands business in mind when exploring investment opportunities.

Inform family members of the potential conflicts of interest that may arise for you as a result of their investment in a Dunkin’ Brands competitor, franchisee, supplier, or other business partner.

Avoid investing in any business related to Dunkin’ Brands competitors, franchisees, suppliers, or other business partners where that investment could create an actual or perceived conflict of interest.


Holding a financial interest that exceeds 1% ownership in a company that has business dealings with Dunkin’ Brands.

Having a financial interest in a company that could create the appearance of a conflict of interest with Dunkin’ Brands’ interests.

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7.6 Disclosing Confl icts

Overview

All Dunkin’ Brands employees and directors are responsible for disclosing in writing any situation that could present a confl ict of interest. Individuals must use their best judgment to objectively evaluate whether outside employment, political contributions and activities, outside directorships, personal relationships, and fi nancial interests in other companies present a confl ict with their role at Dunkin’ Brands.

Core Requirements

Disclose any potential confl ict of interest in writing to your functional Vice President and the head of Human Resources or, in the case of directors, to the Secretary of the Board of Directors. Disclosures are made upon hire and on an annual basis via the Register of Interest.


Inadvertently forgetting to disclose that your spouse accepted a job with a competitor.

Relatives becoming franchisees.

Assuming a situation is not a confl ict of interest and therefore not disclosing it.

1Dunkin’ Brands Group, Inc., 130 Royall Street, Canton, MA 02021

Revised February 2017

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