Integrity is one of the Values & Principles of Boise Cascade Company. That means we will do the right thing and will act honestly, fairly, and in accordance with all laws applicable to our operations. We will treat our fellow employees with the utmost respect and courtesy, deal with our customers and vendors fairly, and avoid conflicts of interest in personal and professional relationships. In addition, we will comply with the specific ethical standards in this Code of Ethics (this “Code”).
If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation. Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in the “Reporting of Illegal or Unethical Behavior” of this Code.
This Code applies to all directors, officers and employees of Boise Cascade Company and of any company that we own or manage (collectively, “we” or the “Company”). The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.
Health and Safety
We are committed to providing a safe and healthy workplace.
Our operations should never pose any significant risk to public health or the environment. We will comply with the letter and the spirit of all environmental laws and regulations. When appropriate, we will use supply chain management techniques to extend our environmental values to our procurement of raw materials and finished products.
Accounting Records; Full Disclosure
• We will maintain complete and accurate books of account. Our financial records will comply with applicable laws, rules, regulations, and accounting standards and will not contain false, artificial, or misleading entries.
• We will make full, fair, timely, and understandable disclosure of our financial results and condition and other material events or matters specifically called for under applicable securities laws, rules and regulations.
• We will use adequate internal control procedures to ensure that our record keeping and financial disclosures meet our obligations.
Protection and Proper Use of Company Information and Assets
Directors, officers, employees, and agents will use Company assets only for Company purposes and will take all reasonable steps to protect those assets from loss, damage, or unauthorized access or use by others. This standard applies to both physical assets and to Company information.
Directors, officers, employees, and agents of the Company will maintain the confidentiality of information entrusted to them by the Company or its customers. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed.
Except as set forth in Article 9 of the Company’s Certificate of Incorporation (as may be amended from time to time in accordance with the terms thereof), directors, officers, employees, and agents of the Company will not:
• Use their positions with the Company or use Company information or property for personal gain;
• Appropriate business opportunities presented to the Company; or
• Compete with the Company.
Conflicts of Interest
Directors, officers, employees, and agents are all required to be free from actual or apparent conflicts of interest. Conflicts of interest may arise when a director, officer, employee or agent, or a member of such individual’s family, receives improper personal benefits as a result of such individual’s position in the Company. If in doubt about a potential conflict, an employee should speak with such employee’s supervisors or with the Legal Department.
It is our policy to comply at all times with the laws, rules and regulations that apply to our business, including insider trading laws, rules and regulations. Insider trading is unethical and illegal and will not be tolerated. In order to assist with compliance with laws against insider trading, the Company has adopted a Policy on Insider Trading, which governs employees’ trading in securities of the Company. If you have questions or want to request a copy of the Policy on Insider Trading, please consult the Company’s Chief Financial Officer or General Counsel.
Equal Opportunity and Harassment
• We will provide equal employment opportunities to all job applicants and employees without regard to race, religion, color, gender, age, national origin, citizenship, physical or mental disability, sexual orientation, or veteran status.
• We will seek to maintain a diversified workforce by encouraging the hiring of persons of color, women, disabled individuals, and veterans.
• We will provide a professional work environment free from harassing behavior.
Gifts and Business Courtesies
Neither the Company nor any of its directors, officers, employees, or agents will give or accept business gratuities that are improper or create an appearance of impropriety for the giver or receiver of the gift.
Bribery; Anti-Corruption; Improper Payments
Neither the Company nor any of its directors, officers, employees, or agents will pay bribes or kickbacks of any kind, whether in dealings with public officials or individuals in the private sector, or falsely document any payment or transaction. The Company and its directors, officers, employees and agents will observe the standards of conduct set forth in the United States Foreign Corrupt Practices Act and the applicable anti-corruption and anti-money laundering laws of the countries in which the Company operates.
• The Company will participate in the political process, but such participation will comply with the letter and spirit of laws applicable to such activities.
• Employees are encouraged to participate in the political process, but they are required to make it clear when they are acting on behalf of the Company and when they are acting on their own behalf.
• No employee will be required to take public positions on behalf of the Company that are repugnant or fundamentally unacceptable to him or her on a personal level.
We will deal fairly with customers, suppliers, competitors, and employees. No director,
officer, employee, or agent should take unfair advantage of anyone through manipulation,
concealment, abuse of privileged information, misrepresentation of material facts, or any unfair dealing practice.
Waivers and Violations
Each director, officer, employee, and agent is responsible for knowing and complying with this Code. If any director, officer, employee or agent violates this Code, such individual will be subject to discipline, including termination.
Situations may arise from time to time that justify a formal waiver of a provision of this Code for an individual. These issues will generally be addressed by the individual’s supervisor and the General Counsel of the Company.
Any waiver of this Code for a director or an executive officer may be made only by the board of directors of the Company or a committee thereof and will be promptly disclosed, along with the reasons for the waiver, by the Company to the extent required by law or regulation.
We will investigate all reports of suspected violations of this Code. All directors, officers,
employees, and agents are expected to cooperate fully with any investigation. If a violation is verified, we will correct the violation and take appropriate action to prevent it from happening again.
Reporting of Illegal or Unethical Behavior
If employees suspect a violation of this Code, they are asked to report it to their supervisors, to the Legal Department, or for Equal Employment Opportunity (“EEO”) and harassment issues, to the Manager EEO. The Company also maintains 1 (800) 367-4611 as a toll-free confidential phone line that is available for reporting suspected violations by employees. No one is required to give their name when using the toll-free confidential phone line. No action will be taken or tolerated against an employee who, in good faith, reports a suspected violation of this Code.
Additional Help and Information
Questions about this Code should be directed to the Legal Department at (208) 384-6460 or by email to the Legal Department.