Policy for Reporting Complaints Regarding Accounting Matters

Shutterfly, Inc. is committed to providing a workplace conducive to open discussion of our business practices and is committed to complying with the laws and regulations to which we are subject.  Accordingly, Shutterfly, Inc. will not tolerate conduct that is in violation of such laws and regulations.  Each Shutterfly, Inc. employee (and any other interested third party, such as a vendor, consumer or competitor) is encouraged to promptly report a good faith complaint regarding accounting or auditing matters in accordance with the provisions of this policy.  

In order to facilitate the reporting of complaints regarding accounting or auditing matters, the Audit Committee of our Board of Directors (the “Audit Committee”) has appointed a Compliance Officer who is responsible for receiving and reviewing and then investigating (under the direction and oversight of the Audit Committee) complaints under this policy.  Our Compliance Officer may be reached at complianceofficer@shutterfly.com.  

The Audit Committee has also established the following procedures for (i) the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters (“Accounting Matters”) and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.

Scope of Accounting Matters Covered by Policy

This policy covers complaints relating to Accounting Matters, including, without limitation, the following actions:

  • 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.

Method of Reporting Complaints

Employees may securely and anonymously report complaints regarding Accounting Matters either (i) by leaving a message on our Whistleblower Hotline at 1-844-793-7392 in the U.S.A. or 180-931-7196 in Israel, or (ii) by completing a form on the internet at www.shutterfly.ethicspoint.com.   

The complaint procedure is specifically designed so that employees have a mechanism that allows the employee to bypass a supervisor he or she believes is engaged in prohibited conduct under this policy.  Anonymous reports should be factual instead of speculative or conclusory, and should contain as much specific information as possible to allow the Compliance Officer and other persons investigating the report to adequately assess the nature, extent and urgency of the investigation.

Policy for Receiving and Investigating Complaints

All complaints are sent to both the Compliance Officer and the Chair of the Audit Committee.  Upon receipt of a complaint, the Compliance Officer and Chair of the Audit Committee will determine whether the information alleged in the complaint pertains to an Accounting Matter.  The Audit Committee shall be notified promptly of all complaints determined to pertain to an Accounting Matter and shall assess the planned course of action with respect to the complaint, including determining that an adequate basis exists for commencing an investigation.  The Compliance Officer will then appoint one or more internal and/or external investigators to promptly and fully investigate each viable claim under the direction and oversight of the Audit Committee or such other persons as the Audit Committee determines to be appropriate under the circumstances.  

Confidentiality of the employee submitting the complaint will be maintained to the fullest extent possible, consistent with the need to conduct an adequate investigation.  In the course of any investigation, the Company may find it necessary to share information with others on a ‘need to know’ basis.  If the investigation confirms that a violation has occurred, the Company will promptly take appropriate corrective action with respect to the persons involved, including discipline up to and including termination and will also take appropriate steps to correct and remedy any violation.

Retention of Complaints

The Compliance Officer will maintain a log of all complaints, tracking their receipt, investigation and resolution and shall prepare a periodic summary report thereof for each member of the Audit Committee.  Each member of the Audit Committee and, at the discretion of the Compliance Officer, other personnel involved in the investigation of complaints, shall have access to the log.  Copies of the log and all documents obtained or created in connection with any investigation will be maintained in accordance with our document retention policy.

Policy of Non-Retaliation

It is the Company’s policy to comply with all applicable laws that protect our employees against unlawful discrimination or retaliation by us or our agents as a result of their lawfully reporting information regarding, or their participation in, investigations involving Accounting Matters.  If any employee believes he or she has been subjected to any harassment, threat, demotion, discharge, discrimination or retaliation by Shutterfly, Inc. or its agents for reporting complaints regarding Accounting Matters in accordance with this policy, he or she may file a complaint with our Compliance Officer.  If it is determined that an employee has experienced any improper employment action in violation of this policy, we shall promptly take appropriate corrective action.

Updated on January 26, 2017.

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