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 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. 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: 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: • 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 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.