Corporate Responsibility

Tuesday Morning is committed to creating economic value for shareholders and customers through sustainable practices that protect the long-term well-being of the environment, our employees and the communities in which we operate. We require our employees, officers, directors, agents and vendors to:

• Comply with all applicable environmental laws, regulations and standards;
• Minimize adverse impacts on the environment; and
• Endeavor to conserve natural resources and energy, and reduce or eliminate waste and the use of hazardous substances.

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Tuesday Morning has adopted human rights policies in its Code of Business Conduct and Vendor Code of Conduct.

Tuesday Morning recognizes the right to water as a fundamental human right.

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The Vendor Code of Conduct set forth below applies to all vendors, suppliers and factories that produce goods for Tuesday Morning. Tuesday Morning recognizes that its vendors operate in countries with different laws and cultures; however, Tuesday Morning intends to outline the minimum requirements that all vendors must meet in order to do business with Tuesday Morning.

This Vendor/Supplier Code of Conduct sets forth the commitment of Tuesday Morning to do business only with those manufacturers and suppliers that share its commitment to responsible and lawful corporate citizenship and compliance, including fair and safe labor practices and eradication of human trafficking and slavery. It applies to all suppliers and/or contractors providing merchandise to Tuesday Morning or any store subsidiaries.

This Code of Conduct is divided into two parts. Part I sets forth the general principles upon which the Vendor/Supplier Code of Conduct is based. Part II sets forth the standards that will be used in evaluating compliance.

The Vendor/Supplier Code of Conduct defines our minimum expectations. Since no Code can be all-inclusive, we expect our vendors and suppliers to ensure that they comply with all applicable laws, as well as eliminating allabusive or exploitative conditions and practices or unsafe working conditions at the facilities where our merchandise is manufactured. As set forth in Tuesday Morning’s Statement of Corporate Policy, which has been distributed to all Tuesday Morning vendors, Tuesday Morning will not tolerate any vendor or supplier that directly or indirectly, through its subcontractors, violates the laws of the country where the merchandise is manufactured or knowingly violates the standards established by Tuesday Morning. Tuesday Morning will take appropriate action in accordance with its policy upon notification of such violation.

A copy of this Vendor/Supplier Code of Conduct, translated into the native languages or the workforce, should be prominently displayed within each facility where Tuesday Morning merchandise is being manufactured.

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Forced Labor

There shall not be any use of forced labor, whether in the form of prison labor, indentured labor, bonded labor or otherwise.

Suppliers must certify that to the best of their knowledge they comply with laws prohibiting human trafficking and slavery including forced, bonded, indentured, involuntary convict or compulsory labor, by any of the following means: (i) by means of force, threats of force, physical restraint, or threats of physical restraint to that person or another person; (ii) by means of serious harm or threats of serious harm to that person or another person; (iii) by means of the abuse or threatened abuse of law or legal process; (iv) by means of any scheme, plan, or pattern intended to cause the person to believe that, if that person did not perform such labor or services, that person or another person would suffer serious harm or physical restraint or (v) by means of acts involved in the recruitment, abduction, transport, harboring, transfer, sale or receipt of persons within national or across international borders, through force, coercion, fraud or deception, to place persons in situations of slavery or slavery-like conditions, forced labor or services such as domestic servitude, bonded sweatshop labor or other debt bondage. All work must be voluntary and workers should be free to leave work or terminate their employment with reasonable notice. Workers must not be required to surrender any government-issued identification, passports, or work permits as a condition of employment.

In addition, Suppliers must certify that materials incorporated into the products they provide to Tuesday Morning comply with the laws regarding slavery and human trafficking of the country or countries in which they are doing business.

Child Labor

Suppliers must comply with all laws prohibiting illegal child labor, including compliance with all minimum age requirements as determined by applicable local laws and regulations and by not producing goods for Tuesday Morning with: (i) the sale and trafficking of children; (ii) debt bondage and serfdom; (iii) forced or compulsory labor; (iv) use, procuring, or offering of a child for illicit; or (v) work which is likely to harm the health or safety of children. No person shall be employed at an age younger than 15 (or 14 where the governing law allows such employment), or younger than the age for completing compulsory education if the age in the country of manufacture is greater than 15.

All facilities are required to maintain official documentation in order to verify each worker’s date of birth, as well as appropriate records documenting that the employer adheres to all restrictions under local labor laws that apply to juvenile workers.

Discrimination, Harassment or Abuse

Suppliers should comply with all applicable discrimination, harassment and retaliation laws. Specifically, workers should be employed and compensated based upon their ability to perform their job, rather than on the basis of any characteristics prohibited by applicable law. Workers shall also be treated with respect and dignity. Workers shall not be subject to any physical, verbal, sexual or psychological harassment or abuse in connection with their employment.

Health and Safety

Suppliers shall provide a safe and sanitary working environment in order to avoid preventable work-related accidents and injuries. To that end:

• Factories should have adequate circulation and ventilation.
• Free potable water should be reasonably accessible to all workers throughout the working day.
• Workers should have access to reasonably clean and private toilet facilities in adequate numbers for each sex. We recommend that facilities maintain a toilet-to-worker ratio of 1 to 30.
• There is to be no use of corporal punishment.
• Work areas should be sufficiently lit so that manufacturing tasks may be safely performed.

We recommend the following standards.

• All equipment should be tested regularly and properly maintained. Operational safety devices should be installed on equipment where appropriate.
• Where appropriate, factories should make available personal protective equipment to workers performing hazardous tasks.
• Hazardous and combustible materials should be stored in secure, well-ventilated areas and should be properly labeled and posted with safety and warning signage.
• Each factory should maintain an adequate number of well-stocked, visible and easily accessible first aid kits.
• We require that each enclosed manufacturing facility have an adequate number of clearly marked, unlocked exits in order to provide for an effective evacuation in case of emergency. By adequate, it is meant that each workstation should be within 200 feet of an exit. All exits should have battery-operated emergency lights placed above them.
• Aisles, exits and stairwells should be kept clear of any obstructions that could prevent the orderly evacuation of workers. Exit stairwells and corridors and aisles leading to them are required to be at least 22 inches wide. It is recommended that they be at least 44 inches wide. Exits should be at least 33 inches wide.
• Each facility should have appropriate fire prevention capability based upon the size of the facility and number of workers normally occupying the premises. While we recommend that facilities install fire hoses, extinguishers, overhead sprinklers, alarms, photoluminescent exit routes marked on the floor and other warning and control devices, our minimum standard, where fire hoses or overhead sprinklers are not present, in one fully charged fire extinguisher within 75 feet of each workstation.
• Fire extinguishers should be properly maintained and inspected annually, tagged with the most recent inspection date, and properly deployed throughout the premises to be visible and accessible to workers in case of fire.
• Factories should conduct a minimum of one emergency evacuation drill per year. Emergency evacuation diagrams should be posted and clearly visible to employees.
• Workers should not be exposed for extended periods to noise levels above 80 decibels without being required to use factory-provided safety equipment.

Dormitories/Living Facilities

The following standards shall apply where workers are housed in facilities provided by the manufacturer.

• Facilities should have adequate ventilation and circulation.
• Free potable water should be readily accessible.
• Clean and private toilet and bathing facilities should be reasonably accessible.
• Living spaces should be segregated by gender.
• Each housing facility should have at least one well-stocked first aid kit.
• Each housing facility should have an adequate number of unlocked and clearly marked exits for evacuation in case of emergency.
• Aisles, exits, and stairwells should be kept clear from any obstructions that could prevent orderly evacuation. Exits should be at least 33 inches wide.
• Each living facility should have appropriate fire prevention capability based upon the size of the facility and number of workers normally occupying the premises. The minimum standard, where fire hoses or overhead sprinklers are not present, is one fully charged fire extinguisher per 1000 sq. ft. of living space.
• Fire extinguishers should be properly maintained and inspected annually, tagged with the most recent inspection date, and properly deployed throughout the premises to be visible and accessible to employees in case of fire.

Freedom of Association and Collective Bargaining

Suppliers should respect the rights of employees to lawfully associate or not to associate with groups of their choosing, as long as such groups are legal in the country where the merchandise is manufactured. Suppliers should not interfere with, obstruct or prevent legitimate related activities.

Wages and Benefits

Suppliers should recognize that wages are essential to meeting their employee’s basic needs. Suppliers shall pay their workers for all work completed and shall pay at least the minimum wage required by law or the prevailing industry wage, whichever is higher, and shall provide legally mandated benefits. Manual or electronic time cards should be used for hourly workers. For “piecework” workers, an industry recognized system, capable of audit verification, should be used. Suppliers must provide timely and complete wage statements to their employees as required by law.

Work Hours

Employers should comply with all work hour, days of service, rest periods, and overtime laws and regulations. As part of normal business hours, suppliers’ factories should be working toward achieving a 60-hour work week on a regular basis. Employees shall not work more than 72 hours per 6 days or work more than a maximum total of 14 hours per a continuous 24-hour period and should limit this to peak periods. Workers shall not be asked or required to take work home or off premises and must be permitted one full day off per each seven-day week.

Overtime

It is understood that, where permitted by law, overtime is often required in the manufacturing process. In addition to compensation for regular hours of work, the supplier must compensate their employees for overtime hours at such a premium rate as legally required or, in countries where there is no legal standard, at industry standards. In no event shall this be at a rate less than the regular hourly rate. Factories are encouraged to carry out operations in ways that limit overtime to a level that ensures productive and humane working conditions.

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Tuesday Morning will favor those suppliers that share its commitment to preserving our environment by reducing, reusing and recycling. Tuesday Morning encourages suppliers to reduce excess packaging and to use non-toxic, environmentally friendly materials whenever possible. Tuesday Morning policy specifically prohibits the use of ozone-depleting substances and requires compliance with the United States Endangered Species Act of 1973. Our vendors are responsible for continuing compliance with all environmental laws and regulations, including any modifications and amendments, without notice by Tuesday Morning of such amendment or modification.

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Tuesday Morning is committed to conducting business in an ethical, fair and honest manner. Any and all forms of illegal or inappropriate activity, including, but not limited to, corruption, misrepresentation, extortion, embezzlement or bribery, are strictly prohibited and may result in termination of any or all supplier agreements with Tuesday Morning and possible legal action. Supplier (including its officers, directors, employees, agents and any person under its control) shall comply with, and shall require its contractors, subcontractors and any contingent workers to comply with, any and all applicable anti-corruption laws and regulations, including but not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”).

Supplier (including its officers, directors, employees, agents and any person under its control) shall not, directly or indirectly, make, promise to make, or accept any payment, offer or transfer of anything of value in connection with any business transaction relating to Tuesday Morning, to: (i) any foreign government official (which includes any officer, employee or consultant of a government, or government department or agency, officer or employee of a state-owned enterprise or corporation, political party or official, candidate for political office, officer or employee of a public international organization, such as the World Health Organization or World Bank, or the spouse or immediate family member of any of the persons mentioned above “government official”); (ii) an intermediary for payment to any government official; (iii) any officer, director, employee of any actual or potential customer of Tuesday Morning; (iv) any officer, director or employee of Tuesday Morning or any of its affiliates; or (v) any other person or entity if such payment, offer or transfer is made to induce the individual to misuse his or her official position in order to benefit the supplier or Tuesday Morning or would violate the laws of the country in which made or the laws of the United States. No payments, offers or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining or retaining business or directing business to any person or entity.

Without limiting the above, suppliers shall not offer or promise any employee or agent of Tuesday Morning a gift or business courtesy that compromises, or appears to compromise, any such employee's or agent's ability to make objective and fair business decisions or which would create or give the appearance of creating a conflict of interest. Without limitation, Supplier is prohibited from offering or giving any of the following to any employee or agent: (i) gifts of cash or its equivalent (e.g. stock, bonds, or other negotiable instruments); or (ii) any other business courtesy given in an attempt to motivate a person to do anything that is prohibited by law, regulation or Tuesday Morning's policies. Supplier also shall not enter into a financial or any other relationship with a Tuesday Morning employee that creates or gives the appearance of a conflict of interest. Even the appearance of a conflict of interest can be damaging to Tuesday Morning and to the supplier and must be disclosed, when known, and approved by Tuesday Morning.

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Suppliers representing Tuesday Morning are expected to comply with all applicable laws and regulation regarding fair competition and antitrust (including price fixing, price discrimination, collusion bidding practices or any other unfair trade practices) and the laws and regulations governing intellectual property rights and import/export customs.

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All Standards set forth in this Code of Conduct are subject to compliance with applicable local law. All vendors shall operate in full compliance with the laws of their respective country of manufacture. If any standard set forth in this Code of Conduct is in supplier’s judgment, deemed to violate an applicable local law it must advise Tuesday Morning promptly in writing.

If Vendor supplies a food product to a Tuesday Morning Company, Vendor guarantees that each food product, including its components, packaging, and labeling, is not adulterated or misbranded under the Federal Food Drug and Cosmetic Act, complies with FDA’s Good Manufacturing Practice requirements, complies in all applicable respects with sections 301, 402, 403, 415, 416, and 418 of said Act, is not otherwise prohibited under Section 404 of said Act from introduction into interstate commerce, and complies in all applicable respects with state laws.

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Audits and Inspections

Verification of compliance by supplier are subject to audits by Tuesday Morning or a third party designated by or otherwise acceptable to Tuesday Morning. Tuesday Morning may visit (or have a third party designate or otherwise acceptable to Tuesday Morning visit) supplier’s facilities, with or without notice, to assess compliance with this Supplier Code. Failure to comply, or failure to work with Tuesday Morning or a third party to correct non-complying situations, are grounds for cancellation of contracts, open orders or termination of our business relationship. Supplier shall also notify Tuesday Morning in writing if supplier discovers or has a reasonable basis to believe that it is not complying with any of the provisions of this Supplier Code.

Reporting

Supplier must create and maintain a system by which its employees may report violations of this Supplier Code and must prohibit and ensure that retaliatory behavior against any person who, in good faith reports such violation, is prohibited.