You can never go wrong doing the
right thing
GMS Code of Business Conduct and Ethics
Table of Contents
3
Purpose
4
Core Values
5
Complying with the Code and the Law
6-8
Passionately Pursing a Safe Work Environment
13-20 Relentless Focus on Operational Excellence
13
Protecting our Assets
14-15
Conflicts of Interest
16
6
Promoting Safety
7
Preventing Violence in the Workplace
19
Corruption and Bribery
8
Prohibiting Alcohol & Drug Abuse
20
Financial Integrity & Reporting
21
Gifts & Entertainment
9-12
Every Person is Important
17-18
Environmental Responsibility
Fair Competition
9
Respect in the Workplace
10
Equal Opportunity
22
Confidentiality, Privacy & Information
Protection
11
Preventing Harassment
23
Engaging in Social Media
12
Prohibiting Retaliation
24
Using Company Supplied Technology
2
22-24 Technology & Information Usage
25
Reporting Concerns and Asking Questions
26
Waivers
Purpose
At GMS, we believe you can never go wrong doing the
right thing and this is why we have established this Code of
Business Conduct and Ethics (this “Code”).
This Code applies to all officers, employees, suppliers and
members of the board of directors (referred to herein as
“associates”) of Gypsum Management & Supply, Inc. and
our subsidiaries (“GMS” or the “Company”). This Code is
designed to provide a broad overview of our values and
policies designed to promote honest and ethical conduct.
This Code also provides scenarios that illustrate how to
conduct Company business in a manner consistent with our
core values. We understand that this Code cannot cover
every potential scenario that you may encounter, so it is
important for you to remember that in most situations
using your own good judgment will lead you to “do the
right thing” when presented with a potential ethical issue.
3
Core Values
At GMS:
Our people have the independence
and authority to make a difference.
We invest in relationships, and every person is important.
Our highest priority is serving others.
We passionately pursue a safe work environment along with
a relentless focus on operational excellence.
We believe you can never go wrong doing the right thing.
4
Complying with the Code & the Law
At GMS, operating with integrity and doing business in an ethical and honest manner is core to
who we are. Therefore, all associates of GMS are expected to comply with this Code and follow
both the letter and the spirit of all applicable laws and regulations. In the event that this Code
conflicts with local law, you should seek management’s guidance in finding a resolution.
This Code serves as a source of guidance to follow as we run our business each day. This Code does
not constitute an employment contract. Nothing in this Code creates an agreement, promise or
representation of continued employment. To the extent any prior employee or manager handbooks,
policies, practices or procedures, whether written or oral, are inconsistent with this Code, this Code
supersedes such handbooks, policies, practices and procedures.
Each of us needs to know and understand the policies and guidelines in this Code. If you have
questions, ask them. If you have ethical concerns, you are expected to raise them. The Compliance
Committee, which is responsible for overseeing and monitoring compliance with this Code, and the
other resources set forth in this Code, is available to answer your questions, provide guidance and
receive reports of any suspected violations of this Code. The conduct of each associate must reflect
the Company’s values, demonstrate ethical leadership and promote a work environment that fosters
integrity, ethical conduct and trust.
Failure to follow the provisions of this Code can lead to discipline, up to and including termination.
5
Promoting Safety
Providing a safe work environment for our
employees, vendors and customers is a primary
mission for all of us at GMS, as well as our
family of companies.
We will abide by all safety requirements and
regulations and endeavor to eliminate unsafe
conditions and minimize related risks by
identifying and supporting safe work practices,
promoting safety awareness, furnishing
protective equipment, and providing employee
training and education. We will work together
to protect our employees, customers and each
other by promoting a culture of shared
responsibility with collaborative program
development, best practices, and the open
exchange of suggestions, ideas and concerns.
6
Q: A new supervisor in one of our yards,
asked me to move material in the
warehouse that would require me to
operate a forklift, but I’m not certified to
operate a forklift – what should he do?
A: You should tell the supervisor you aren’t
certified to operate the forklift and it would
therefore be unsafe for you to do so. In
addition, the supervisor should agree that
he/she will need to find someone who is
certified to move the material.
Preventing Violence in the Workplace
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7
Indirect or direct threats of violence, incidents of actual
violence and suspicious individuals or activities should be
reported as soon as possible to a supervisor, Human
Resources, or any member of senior management. You
should not place yourself in peril, nor should you attempt
to intercede during an incident.
Violent acts include physical assaults, the intentional
destruction of GMS property and the threats of such
actions.
The Company will promptly and thoroughly investigate
all reports of threats of violence or incidents of actual
violence and of suspicious individuals or activities. The
company will not retaliate against employees making good
faith reports of violence, threats or suspicious individuals
or activities.
Q: My co-worker told me that she is
going through a bad divorce and that she
has gotten a restraining order against her
husband. She also shared that he has
made threatening comments to her.
Because this is personal, I don’t feel it is
my place to get involved, but am
concerned about the situation. What
should I do?
A: Although the situation discussed is
personal, any potential for violence
should be reported. Workplace violence
comes in many forms and can be inflicted
by non-associates, so any threat to safety
in the workplace should be reported to
your supervisor, Human Resources or you
can either call the 24-hour Ethics Hotline
at 877-792-6316 or submit a concern
online at: https://gms.tnwreports.com/
Prohibiting Alcohol &
Drug Abuse
The Company has a longstanding commitment to provide a
safe and productive work environment. Alcohol and drug
abuse pose a threat to the health and safety of employees and
to the security of our equipment and facilities. For these
reasons, the Company is committed to the elimination of drug
and/or alcohol use and abuse in the workplace.
It is a violation of Company policy to be under the influence of, use, possess,
sell, transport, promote or conceal prohibited drugs, drug paraphernalia or
alcohol on company time or property.
Management’s intent is to maximize safety, eliminate injuries and damage, foster
productivity and efficiency, protect the Company’s operations and ensure the
continued quality of business and reputation which the Company represents.
8
Respect in the Workplace
All employees, customers, vendors and business associates
must be treated with courtesy and respect at all times.
Conduct that threatens, intimidates or coerces another
associate, customer, vendor or business associate will not be
tolerated.

Conduct that fails to show appropriate respect to others,
including associates, customers, customers, vendors and
business associates, violates the Company’s values. The
following are examples of unacceptable conduct: making
threats or insulting remarks; engaging in intimidating
behavior; ridiculing others; using vulgar language;
discrimination; harassment; physical or verbal abuse;
sexually explicit humor, conversation or behavior; gossiping;
stereotyping; making unwelcome sexual advances, touching
or otherwise invading someone else’s personal space;
ignoring the rights of others; and expressing insensitivity to
the beliefs and customs of others.

9
Equal Opportunity
At GMS, every person is important and as such, we seek
to foster a workplace that embraces differences in
viewpoints, cultures, race, and gender. Our differences
can help make us a stronger team and the diversity in our
opinions and ideas makes us better able to serve our
customers.
Because of this, we provide equal employment
opportunities to all employees and applicants for
employment without regard to race, religion, gender,
national origin, age, disability, or other status protected
by federal, state and local laws. The Company complies
with applicable federal, state and local laws governing
nondiscrimination in employment in every location in
which the Company has facilities. This policy applies to
all terms and conditions of employment, including hiring,
placement, promotion, termination, layoff, recall, transfer,
leaves of absence, compensation and training.
10
Q: One of our yards is recruiting for a new
Inside Sales person and when I referred a
friend for the position, the manager said we
needed someone under 40 years old for the
position. Is this a legitimate reason to not
consider my friend for the position?
A: No. To deny an applicant based on his/her
age or other protected class is unlawful
discrimination. You should report this
discussion to Human Resources, a member of
management or call the Ethics Hotline.
Preventing Harassment
GMS is committed to a work environment in which all
individuals are treated with respect and dignity. Each
individual has the right to work in a professional
atmosphere that promotes equal employment opportunities
and prohibits unlawful discriminatory practices, including
harassment. Therefore, the Company expects that all
relationships among persons in the office will be businesslike and free of bias, prejudice and harassment.
The Company expressly prohibits any form of unlawful
employee harassment based on race, religion, gender,
national origin, age, disability, or other status protected by
federal, state and local laws. Improper interference with the
ability of associates to perform their expected job duties is
absolutely not tolerated.
The Company encourages reporting of all perceived
incidents of discrimination or harassment. It is the policy of
the Company to promptly and thoroughly investigate such
reports. The Company prohibits retaliation against any
individual who reports discrimination or harassment or who
participates in an investigation of such reports.
11
Q: One of my co-workers makes
jokes that are offensive to me and
make me uncomfortable. What
should I do?
A: First, tell your co-worker that it
offends you and ask him/her to
stop. If you are not comfortable
speaking directly with your coworker, or he/she doesn’t stop after
your request to do so, you should
contact your supervisor, Human
Resources or you can either call the
24-hour Ethics Hotline at 877-7926316 or submit a concern online at
https://gms.tnwreports.com/
Prohibiting Retaliation
Retaliation against an individual for reporting
harassment or discrimination or for participating in
an investigation of a claim of harassment or
discrimination is a serious matter and, like
harassment or discrimination itself, will be subject
to disciplinary action. Acts of retaliation against
anyone who reports a good faith concern is
prohibited and will not be tolerated. Good faith
means that the concern is honest and accurate to
your knowledge, regardless of whether it is
determined you were mistaken. Allegations made
maliciously in bad faith may be subject to
disciplinary action.
No matter what our position within the Company, if
we see or are aware of instances of retaliation—
however subtle—we report them.
12
Q: My manager has invited me on several
dates, each of which I have declined.
Recently, I overheard him talking with
someone else about his attraction to me
and it made me uncomfortable. I’m afraid
that if I report my concerns I will lose
my job. What should I do?
A: You will not jeopardize your job if you
report these concerns. Retaliation against
any employee for making a good faith
report of harassment is strictly
prohibited. Contact a Human Resource
representative or report your concern
through the 24-hour Ethics Hotline at
877-792-6316 or submit a concern online
at https://gms.tnwreports.com/.
Protecting Our Assets
Company assets are provided to enable our business and to empower us in working on behalf of
GMS. Associates are responsible for taking care of these assets, safeguarding Company
information and protecting the viability of our business.
It is our responsibility to:
• Protect GMS assets from carelessness, theft, abuse or unauthorized use;
• Use GMS property, vehicles, equipment and supplies for authorized purposes only;
• Promptly report any instances of loss, misuse or theft.
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Associates are prohibited from using or taking Company assets for personal gain or advantage,
or for the advantage of friends or family members.
13
Conflicts of Interest
At GMS, we believe you can never go wrong doing
the right thing. This means we may not advance our
personal interests at the expense of the Company’s
interests, and in all cases, we have a responsibility to
make decisions based on the interests of GMS
without regard to how we might personally benefit.
We should also avoid the appearance of a conflict of interest as the perception of a conflict by
others can be just as damaging to you or the Company as an actual conflict of interest.
To ensure there is never any impropriety in our business dealings, it is your responsibility to
disclose any known or potential conflicts of interest, whether actual or perceived, to your
supervisors or Human Resources.
14
Types of Conflicts of Interest
There are several types of conflicts of interest, but some of the more common
situations that may lead to conflicts of interest are as follows:
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Financial - Your personal financial interests, or those of your family, should not
conflict with your responsibilities to GMS. Specifically, if you have a significant
financial interest or investment in a GMS competitor or vendor, you should
disclose this fact to your supervisor or the Compliance Committee to assess
whether a conflict of interest exists.
Q: I’m a driver for a GMS
company and recently saw an ad
in the paper to work part-time
for a roofing distributor. There’s
no conflict in doing this, right?
Corporate Opportunities - We have a duty not to compete with the Company in
any regard.
A: Wrong. As a driver for our
Company, the DOT restricts the
total number of hours you can
work and be able to drive safely.
So if you work part-time for
another employer, you may
exceed the legal allowable hours
and be unable to fulfill your job
responsibilities with us. Working
a second job is permitted only if
it does not interfere with your
ability to do your job with us
and comply with all laws and
regulations.
Relationships with Suppliers, Customers, and Competitors – Associates can have
potential conflicts of interest if they have social relationships with or serve as a
board member, consultant, advisor or employee of any current or prospective
supplier or customer. These considerations should also be considered regarding
associate relationships with competitors. These relationships should be disclosed
to either your supervisor or the Compliance Committee.
Outside Employment – Certain associates are permitted to engage in outside
work or to hold other jobs. However, activities and conduct away from GMS
must not compete with, conflict with or compromise the Company’s interests or
adversely affect your job performance or ability to fulfill all job responsibilities.
If a GMS associate holds a position with either a customer, supplier, or
competitor the risk of a conflict of interest is heightened, and all such cases must
be reported to your supervisor or the Compliance Committee.
15
Environmental Responsibility
The local communities where we live and work are
important to us, because at GMS, every person is
important. We pursue environmentally sound
business practices and beyond complying with
applicable laws, regulations, and other
environmental standards and guidelines, we seek
to lead in a responsible and sustainable manner.
Further, we are all accountable for reporting any
practice that is harmful to the environment, is
unsafe, or does not comply with our Company’s
policies, applicable laws, or any other rule or
regulation.
Environmental violations, even if unintentional,
can carry severe penalties and could result in
criminal prosecution of both the employees
involved and the Company.
16
Q: I’m working on a project in the
warehouse that requires me to use paint
thinner. Can I dispose of my leftovers in
the grass outside of the warehouse?
A: It is important to ensure we are in
compliance with all applicable
environmental laws and regulations
everywhere we do business. Therefore,
anytime you are working with a chemical
or material and you are not familiar with
the proper use and disposal, it is
important that you stop and ask about the
appropriate uses and discarding of the
material.
Fair Competition
At GMS, our highest priority is to serve our
customers, and we are committed to
dealing with our customers, suppliers,
employees and competitors fairly and lawfully in order
to reinforce our reputation in the marketplace and
ultimately be successful. It is therefore
the responsibility of each employee to ensure that our efforts in the marketplace
are conducted in accordance with the letter and spirit of applicable antitrust and
competition laws. The Company competes in the marketplace in a fair and honest
manner, gaining its competitive advantages through superior performance and
execution, rather than through unethical or illegal practices. Improper use of
proprietary information, manipulation, concealment, or abuse of any information
and misrepresentation of material facts are all prohibited by this Code, whether or
not such actions are considered unlawful. We are prohibited from making
deliberate misrepresentations regarding the Company or its business operations,
or creating or assisting the creation of, any false or misleading entry in the books
or records of the Company.
17
Fair Competition
Competition laws generally prohibit
agreements that unreasonably restrain
competition. Prohibitions include agreements
with anyone, including competitors,
customers and suppliers, which unreasonably
restrain trade. Such agreements can be
reflected in informal understandings, oral
commitments, or written contracts. We must
never enter into any agreement with a
competitor pertaining to fixing prices, terms,
costs, or profit margins, or refusing to deal
with a customer or a supplier, or dividing
territories or customers.
18
Q: I frequently attend trade association
meetings as part of my job. These meetings
also include members of companies we
compete with. What are the restrictions for
discussing price-related matters among
competitors?
A: You should never discuss prices, bids, terms
or related business information with our
competitors.
In addition, you should not discuss:
• Dividing territories or customers
• Fixing the price that we charge for certain
products or services
• The discounts, terms, or conditions of sale
that we offer
• Boycotting specific customers or suppliers
Corruption and Bribery
Associates must abide by the laws established in
the U.S. Foreign Corrupt Practices Act (FCPA)
and any other anti-corruption or anti-bribery
laws that apply to the Company. Bribery is
illegal and subject to criminal penalties in the
United States and many other countries. You
may not give any bribes or kickbacks to any
person or organization for any reason. All
decisions regarding the purchasing of materials,
supplies and services must be made on the basis
of competitive price, quality and performance,
and in a way that preserves the Company’s
integrity. You also may not offer or promise a
payment, gift or reward of any kind, directly or
indirectly, to any federal, state or local
government official in order to secure
preferential treatment for the Company or its
employees.
19
Q: A vendor I’ve worked with in the past
has lost some business recently and
offered to give me a 1% personal cash
return on any sales he gets with our
company. Can I do this?
A: No. This payment would constitute an
illegal kickback and you therefore cannot
agree to these terms. You should report
this to your supervisor and advise the
vendor that you are unable to accept a
personal return for any business done
with the Company.
Financial Integrity & Reporting
We have a relentless focus on operational excellence,
and this includes ensuring our business records, reports
and disclosures to regulatory authorities and the public
are accurate, complete and understandable, for the
benefit of both our internal decision makers as well as
our shareholders, investors, regulators and others who
rely on them. All Company business transactions must
be properly authorized and be accurately recorded and
described in the Company’s books and records in
accordance with generally accepted accounting
principles and established Company financial policy.
Compliance with accounting procedures and internal
control procedures is required at all times. Company
associates should never participate in the misstatement
of the Company’s financial statements or make a false
or misleading statement to the Company’s Audit
Committee, its designees, external or internal auditors.
In addition, our associates should not withhold any
information necessary to make the statements accurate.
20
Q: I overheard a coworker say that he
received notice of a large claim that
would need to be paid, but he was going
to wait until after the end of the quarter
to report it, so it wouldn’t affect his bonus
for the quarter. What should I do?
A: If your coworker were to followthrough with the claim you overheard,
your coworker would undermine the
integrity of our financial records and
could be creating serious reputational and
legal risk. This is a serious matter that
should be reported. You may either
contact a member of management or, if
you prefer to remain anonymous, you can
either call the 24-hour Ethics Hotline at
877-792-6316 or submit a concern online
at https://gms.tnwreports.com/
Gifts and Entertainment
While associates are encouraged to develop deep
business relationships with customers, suppliers and
other business associates, we must always remember
our responsibility to make decisions based on the
interests of GMS without regard to how we might
personally benefit. This includes the acceptance of
gifts, discounts, favors or services from a
customer/potential customer, competitor or supplier,
if it benefits the associate and could in any way
disadvantage the Company.
In addition, associates must consider the value of any
gifts given or entertainment hosted to ensure it is
appropriate and not excessive. In the event you
receive an unsolicited gift that may appear to give
rise to a conflict of interest, request guidance from a
supervisor or Human Resources.
21
Q: May I accept a gift from a vendor as
long as it is below $100?
A: There is no approved dollar limit or
threshold for receiving or giving gifts. In
each situation, the employee needs to
assess the value of the gift in comparison
with the intention and appropriateness,
given the situation. If you are in doubt or
concerned, ask for guidance from a
supervisor or Human Resources before
proceeding.
Confidentiality, Privacy &
Information Protection
Our customers and other parties with whom we do business
entrust the Company with important information relating to
their businesses. It is our policy that all customer, supplier
and industry information considered confidential will not be
disclosed to external parties or to associates without a “need
to know.” If an associate questions whether certain
information is considered confidential, he/she should first
check with his/her immediate supervisor. This policy is
intended to alert associates to the need for discretion and is
not intended to inhibit normal business communications.
It is also our policy to acquire, use and disclose confidential
information about associates and customers only as
permitted by the laws of the jurisdictions in which we
operate. Confidential information may include business,
personal, financial or medical information. We intend to
comply with all U.S. federal, state and local privacy laws and
regulations and all valid subpoenas or court orders.
22
Q: A friend in another department
asked me about a new acquisition I’m
working on. I’m really excited about it
and will be traveling a lot, so am sure
she would guess what I’m doing even
if I didn’t say anything. Can I tell her
the details if she promises to keep it
quiet?
A: No. Information such as acquisition
activity is considered proprietary and
even within the Company, should only
be shared on a “need to know” basis.
Social Media
Social media platforms are changing the way people work and engage with each other, customers,
and partners. As a company we want to encourage our associates to engage in these platforms in a
thoughtful and professional manner, adhering to all relevant company policies.
Even if your social media activities take place completely outside of work, as your personal activities
should, what you say can have an influence on your ability to conduct your job responsibilities, your
teammates' abilities to do their jobs, and our business interests. Therefore, these social interactions
should abide by the following procedures:
• You are personally responsible for the content you publish on-line, whether in a blog, social
computing site or any other form of user-generated media.
• You must make it clear that you are speaking for yourself and not on behalf of the company.
• Do not post racial slurs, derogatory comments, or insults.
• Don't provide the company or a customer’s, partner’s or supplier’s confidential financial data, or
other non-public proprietary company information.
• Respect all copyright and other intellectual property laws.
• Do not post anything on the Internet in the name of the company or in a manner that could
reasonably be attributed to the company without prior written authorization.
23
Use of Company Supplied Technology
Company-provided equipment (e.g., cell phone,
laptops, computers), internet, and services may not be
used for transmitting, retrieving or storing any
communications of a discriminatory, harassing or
pornographic nature. The following actions are
forbidden: statements, photographs, video or audio
that reasonably could be viewed as malicious, obscene,
threatening or intimidating, that disparage customers,
coworkers, or suppliers, or that might constitute
harassment or bullying. Engaging in any illegal
activities, including piracy, cracking, extortion,
blackmail, copyright infringement, and unauthorized
access of any computers and Company-provided
equipment such as cell phones and laptops is also
prohibited.
All Company-supplied technology and Companyrelated work records belong to the Company and not
to the associate. The Company routinely monitors use
of Company-supplied technology.
24
Q: One of my friends sends a daily joke to
my personal e-mail address and sometimes
the jokes contain pictures or information
that might be considered inappropriate. If
I check my personal e-mail from my work
computer, is this ok?
A: Occasional, incidental personal use of
your Company provided equipment is
generally fine if it doesn’t interfere with
your job or contain information that would
be in violation of this policy. It is not
appropriate to spend hours online at your
computer doing personal things. Also,
regardless of whether it is your personal
or work e-mail address, if you are using a
Company provided computer or phone to
view inappropriate e-mails, you could be in
violation of this policy. It would be best to
either ask your friend to remove you from
his distribution list or not check your
personal e-mail while at work.
Reporting Concerns and Asking Questions
The Company’s officers and senior management are responsible for monitoring the Company’s Code
compliance program and the reporting of compliance concerns and alleged violations of this Code. This
includes monitoring confidential or anonymous statements about questionable accounting, internal controls or
auditing matters.
GMS provides several options to ask questions about or raise a concern or report a suspected violation of this
Code, Company Policies or applicable laws and regulations. Depending on your question or concern, often it is
best to speak first with your immediate manager or supervisor. If you feel uncomfortable talking with your
immediate supervisor for any reason, the following resources are also available to you:
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• Call the 24-hour Ethics Hotline at 877-792-6316 or submit a question or concern online at
https://gms.tnwreports.com/, where you can choose to remain anonymous
• Contact an HR representative or member of senior leadership
It is important to report all potential Code violations promptly, completely and honestly. Anyone who in good
faith reports an issue, concern or instance of apparent misconduct will not be reprimanded or penalized for
doing so, even if it turns out that there was no violation of this Code or the law. Retaliation against persons
who report good faith concerns is prohibited and will not be tolerated. Good faith concerns are honest and
accurate to the reporter’s knowledge, regardless of whether the reporter discovers at a later date that he or she
was mistaken. However, anyone who makes a report with malicious intent or in bad faith may be subject to
disciplinary action up to and including termination of employment.
25
Waivers
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26
While waivers of this Code are not anticipated, in some cases, our
Company may find a need to waive compliance. Such waivers will only be
granted in limited circumstances, and will be considered on a case by case
basis. Only the board of directors may issue a waiver of this Code for a
member of our board or an executive officer. All waivers must be
approved in advance of any action taken in exception to this Code.
In addition, any waiver of this Code for a member of our board of
directors or an executive officer will be subject to applicable laws and
regulations regarding its disclosure.