Code of Conduct
This Code of Conduct ("Code") applies to all directors, officers and employees of Beacon Roofing Supply, Inc. and its subsidiaries (the "Company"). Every director, officer, and employee must be familiar with and understand the provisions of this Code. The purpose of this Code is to promote our standards of business conduct, including:
This Code supplements the Company's Employee Handbook, including a Code of Ethics, which sets forth the key policies and procedures that govern the conduct of all of the Company's employees. The Employee Handbook, however, shall not be deemed a part of this Code.
All directors, officers, and employees shall perform their duties in an honest and ethical manner. This includes:
The Company encourages directors, officers, and employees to avoid even the appearance of a conflict of interest and to raise ethical questions, concerns or suggestions with appropriate individuals within the Company, including supervisors, managers, executive management, or human resources.
The Company is committed to ensuring that all disclosures in reports and documents that the Company files with, or submits to the SEC, as well as other public communications made by the Company are full, fair, accurate, timely and understandable. The Company's Chief Executive Officer, President, Chief Financial Officer, Chief Accounting Officer and Controller ("Senior Officers") are ultimately responsible for taking all necessary steps to ensure that this occurs. All directors, officers, and employees shall take appropriate steps within their area of responsibility to ensure the same.
Obeying the law, both in letter and in spirit, is the foundation on which this Company's ethical standards are built. The Company's policy is to comply with all applicable laws, rules and regulations, including, without limitation, all applicable state and federal securities laws and state and federal antitrust laws. It is the personal responsibility of each director, officer and employee to respect and obey the laws, rules and regulations of the cities, states, and countries in which the Company operates. Although not all employees are expected to know the details of all of these laws, it is important to know enough to determine when to seek advice from supervisors, mangers, or other appropriate personnel.
Directors, officers, and employees who have access to confidential information with respect to the Company are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company's business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to "tip" others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing trading by directors, officers, and employees in securities of the Company. This policy is distributed to every director and officer, and any employee who has access to material non-public information. If any director, officer, or employee has any questions, please consult the Chief Financial Officer.
Any director, officer or employee who in good faith believes or suspects that any portion of this Code has been violated (including any violation of Section III of this Code) should report such violation to the Chief Financial Officer, at Beacon Roofing Supply, Inc., 1 Lakeland Park Drive, Peabody, MA 01961. If the reporting person does not feel comfortable addressing the issue with the Chief Financial Officer, the reporting person should report such violation to the Chair of the Audit Committee at Beacon Roofing Supply, Inc., 1 Lakeland Park Drive, Peabody, MA 01961. Any such report will be promptly evaluated and/or investigated. While the Company prefers that any individual who wishes to make such a complaint identify him/herself (to assist in the understanding of the concerns expressed), the Company has created a "hotline", accessible by phone or via the Company's website at www.beaconroofingsupply.com, where directors, officers or employees may anonymously report known or suspected violations of this Code. To access the voicemail hotline, call 1-866-574-1199. Any person reporting such a violation should be prepared to provide as much detail as possible about the suspected violation, including the individuals involved, the nature of the violation, documentation of the violation, and any other information which may be helpful in the Company's evaluation and, if necessary, investigation of the complaint. Prompt disclosure to the appropriate parties is vital to ensure a thorough and timely evaluation and appropriate resolution. A violation of this Code is a serious matter and could have legal implications. Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light. Therefore, any reports of suspected violations should always be made in good faith.
The Company will not tolerate any retaliation against any person who provides information in good faith to the Company or a law enforcement official concerning a possible violation of any law, regulation or this Code. Any director, officer, or employee who violates this rule may be subject to civil, criminal and administrative penalties, as well as disciplinary action, up to and including termination of employment.
Any violation of applicable law or any deviation from the standards embodied in this Code will result in appropriate corrective and/or disciplinary action, up to and including termination of employment.
This Code is a statement of certain fundamental principles, policies, and procedures that govern the Company's directors, officers, and employees in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, supplier, competitor, stockholder, or other.