Code of Business Ethics and Conduct

A Letter from the CEO

At Forterra, we conduct business based on our values. Showing up the Forterra way—treating others fairly, acting with integrity, behaving ethically, and always following the law—is more than a source of pride; it's a driver of performance and leads to growth that benefits us all.

We uphold the highest standard of ethical business conduct by implementing the "DO THE RIGHT THING" principle. Our policy is to comply with all governmental laws, rules, and regulations applicable to our business. But Forterra does not stop there. Even where the law is permissive, we choose the course of highest integrity. We do the right thing.

How we achieve our goals matters as much as achieving them. The choices we make along the way say a lot about us as individuals and as an organization. We want to be known for making the right choices—choices that support a culture and a company we can be proud of—and operating in an ethical, legally responsible way.

The Forterra Code of Ethics and Business Conduct is a guidebook to our responsibility, both in adhering to The Code as individuals and to holding others accountable for living it. It does not address every possible business situation but instead is intended to set forth the basic principles of doing the right thing.

I encourage you to discuss any questions or concerns you have with your manager or other company leaders. I personally assure you that anyone who makes a good-faith report of suspected misconduct will be protected from retaliation.

I am honored to work at Forterra with you and am so proud of the incredible things that we do. Thank you for your partnership and commitment to always doing things our way:

• We step up, speak up, and solve things together.
• We Do the Right Thing.

Thank you very much.

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Forterra Code of Business Ethics and Conduct

Forterra’s Code of Business Ethics and Conduct reflects who we are and what’s important to us. It implements the “Do the Right Thing” principle that is at the core of everything we do.

The Code provides an overview of the laws, regulations, and company policies that apply to us and the work we do, but it does more than that. It builds upon our shared principles.

Forterra cares how results are obtained, not just that they are obtained. That’s why we count on every employee and board member to follow our Code and do the right thing.

Our Code is a great resource, but it doesn’t cover every situation you may face on the job, so it’s important to use good judgment in everything you do and to ask for help if you’re ever unsure about the right course of action.

DO THE RIGHT THING.

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This means you:

• Read, understand, and comply
  Read, understand, and comply with this Code, and the policies, laws, and regulations that apply to your job.
• Speak up
  Speak up when we see possible violations of the Code, Forterra policies, and legal and regulatory requirements.
• Be truthful
  Be truthful and cooperate fully in any internal investigations. Do not conceal or destroy information.
• Complete training
  Complete training on the Code and Forterra policies and commit to comply with the Code. Failing to read or attest to the Code does not excuse you from these responsibilities.

DO THE RIGHT THING

Your Role: Leading with Values

If you see or suspect anything illegal or unethical, it may seem easier to look the other way or let someone else take the lead—but misconduct affects all of us. No concern is too minor to report. Share your concerns promptly with your manager, People Operations, or Legal and cooperate fully and honestly in any internal investigation. Be aware that anyone who violates our Code may face corrective action, up to and including termination of employment with Forterra.

If you manage people, you have an even greater responsibility. Lead by example, making sure your team members know the Code is a resource for them and that there is no difference between what you do and what you expect from others. Create the kind of workplace where employees feel comfortable coming forward with questions and concerns and support them when they raise issues. Never retaliate against employees for sharing concerns in good faith and prevent retaliation by others.

Our Values

• We are Agile and Tenacious
• We are Mission Focused and Committed to our Customers
• We Always Conduct Business Ethically and With Honesty, Integrity and Transparency

We are Agile and Tenacious

Ideation over process. Impact over inaction. We adjust quickly, see things through, and move forward together safely in response to changing conditions. This is how we think, and this is how we do. We are a team of action and commitment, and agility and tenacity are at the core of our work. With an agile mindset and constant commitment to excellence, we bring better products to market much faster than our competitors.

We are Obsessed with Excellence and Committed to our Customers

We are committed to over-delivering, continuously improving, and setting the bar for safe operations in order to put the best solutions in the hands of our customers as early and often as possible.

We Always Conduct Business Ethically and With Honesty, Integrity and Transparency.

We take ownership, stand behind our commitments, and uphold our principles. When conducting business and working with our colleagues, suppliers, customers, and other third parties we:

• Respect Others
• Put Safety First
• Don’t Retaliate
• Never Bribe
• Compete Fairly
• Keep Accurate Books and Records
• Follow the Import, Export and Trade Compliance Rules
• Protect our Assets
• Avoid Conflicts
• Communicate Responsibly

Waivers

Our Code is approved by our Board of Managers. The Board of Managers must approve a waiver of any provision of the Code for any director, officer, or executive in the position of Senior Vice President and above. All other requests for waivers of the Code must be approved by the General Counsel. Any waivers granted must be in writing.

Speak Up: Ask Questions and Raise Concerns

We all have a role to play in living and supporting our values, and a big part of that role is Speaking Up. You may observe or experience conduct that appears to violate the law, this Code, or other Forterra policies and procedures, and in these situations, you have many channels available to you for raising concerns. Often the best way to get your concerns addressed quickly and directly is to contact your direct manager, People Operations, or Legal. However, if you do not feel comfortable using these reporting channels or prefer to remain anonymous, you can report through Forterra’s confidential and anonymous compliance system Ethics, Compliance and Safety Anonymous Reporting Form.

When you Speak Up, your concern, your identity, and the identities of any witnesses will be kept confidential to the extent possible. This means that any information you provide will only be shared with a limited number of people (for example, investigators in Legal or People Operations) on a strict need-to-know basis.

Forterra takes every report of possible misconduct seriously. Upon Speaking Up, you will receive a confirmation of receipt for your report. Your concern will undergo an initial review, and if necessary, it will be appropriately investigated in a prompt, thorough, and impartial manner. At the end of an investigation, you will be informed when the issue has been resolved. Often, we cannot provide details about the specific actions taken for privacy and legal reasons. Decisions related to disciplinary actions take all relevant factors into account, and we perform regular reviews to ensure the consistency and fairness of these actions. All employees will be held accountable for their actions regardless of position or level within the Company.

Forterra has a strict policy of zero tolerance of retaliation against people who speak out and report concerns about actual or potential violations of any Forterra policy.

Learning Opportunity

How do I know when to seek guidance? Ask yourself:

• Is there a chance this course of action is illegal?
• Is it inconsistent with our values, Code, or policies?
• Could it be considered unethical or dishonest?
• Could it hurt the company’s reputation?
• Do I need to get approval to do it?
• Would this be embarrassing or look bad if it were reported in the media?

Doing the Right Thing

RESPECT OTHERS

We’re one team, but we represent many ideas, experiences, and backgrounds. We value each other’s contributions and believe that everyone should have an equal chance to succeed—this is essential to advancing our goals and initiatives. Do your part to keep the Forterra workplace a diverse, inclusive, and respectful workplace by driving a positive environment, and recognize the many strengths and talents our diverse colleagues bring to the workplace.

DO THE RIGHT THING:

• Treat others the way you’d like to be treated.
• Celebrate our diversity. Listen and be receptive to different points of view.
• Seek opportunities to collaborate and share for the good of the team.
• Never make—or tolerate—unwelcome sexual remarks or advances, or displaying material that others could find offensive.
• Report any inappropriate behavior, whether it targets you or someone else. You can share your concerns with the assurance of knowing that Forterra does not tolerate retaliation against anyone who reports in good faith.

FIND OUT MORE:

• POPL0001 Employee Handbook
• POPL0004 Anti-Harassment and Discrimination Policy

SAFETY FIRST

We make the well-being of our people, visitors, and customers our top priority. Nothing is more important than health and safety in the workplace and delivering safe and reliable products. Keeping everyone safe is a shared responsibility. We look out for one another in our daily activities, to prevent injury and accidents, and we take appropriate action if we see anything that could cause harm. Practicing good safety habits protects us, makes our work environment more comfortable, and allows us to focus on delivering exceptional products and customer service.

DO THE RIGHT THING:

• Know and follow all safety guidelines and procedures.
• Never take unnecessary risks in the workplace or ask others to do so.
• Stop what we’re doing immediately if it becomes unsafe, even if that delays the activity.
• Always report unsafe or unhealthy conditions or behaviors, such as workplace hazards, broken or missing equipment, threats of violence, or firearms on company property.
• Know what to do in case of injury or another emergency.
• Arrive at work free of any substance that could impair judgment or threaten safety.
• Be safe in and out of work. Don’t drive distracted. Don’t text while driving.

FIND OUT MORE:

• SMMN0001 Safety Management Systems Manual
• SMPR0003 Event Reporting Procedures
• SMPL0002 Safety Policy and Commitment to Safety
• POPL0012 Drug-Free Workplace Policy
• HSPL1060 Emergency Management Plan

NO RETALIATION

It takes courage to Speak Up. We understand that you might be uncomfortable or anxious. But know that we support you in doing the right thing. Promptly report any concerns to one of the following:

• Your manager
• A member of the People Operations Team
• A member of the Legal Team
• The confidential compliance system: Ethics, Compliance and Safety Anonymous Reporting Form

We will handle your reports discreetly and make every effort to maintain your confidentiality or anonymity.

We prohibit retaliation for:

• Refusing to do something that violates this Code, Forterra’s policies, or the law.
• Raising a concern in good faith about potential misconduct.
• Cooperating with an investigation.

Our policies make anyone who retaliates against an employee for engaging in any of these activities subject to disciplinary action, up to and including termination.

NEVER BRIBE

Work honestly and with integrity. Don’t offer bribes, accept bribes, or let others bribe for you. And do everything you can to prevent bribery by others who conduct business on our behalf—as a company, we’re not only responsible for your actions, but also the actions of any third party who represents us. Remember, a bribe can be something other than cash. A gift, a favor, even an offer of a loan or a job could be considered a bribe if it’s offered in exchange for a decision. Before offering anything of value, check our policies and ask questions about what’s okay (and what’s not).

The laws in some countries impose bigger penalties for bribing government officials, but for us, it’s simple: bribery—of anyone, at any organization, at any level—is always wrong.

DO THE RIGHT THING:

• Never give or accept bribes, kickbacks, or any other kind of improper payment. A bribe can be something other than cash.
• Never pay facilitation payments (small payments to low-level government officials to speed up or take care of routine government actions, like processing paperwork or issuing licenses or permits).
• In any deal, avoid hidden terms or arrangements and reduce complexity wherever possible, because transparent transactions reduce the risk of a bribe or kickback.
• Choose partners who share our high standards and monitor their actions to make sure they comply with our policies and the law – we can be held responsible for the actions of third parties doing business on our behalf.
• Make sure that any gifts, hospitality, or travel we offer to government officials, customers, partners, and suppliers are reasonable and appropriate, and pre-approved where necessary.
• Never accept or offer anything of value if it is being given to influence a decision or if it would give the appearance of something improper.
• Always follow the Forterra Gifts and Hospitality Policy.

FIND OUT MORE:

• LGPL0004 Anti-Corruption Policy
• LGPL0005 Gifts and Hospitality Policy
• CAPL0001 Lobbying and Political Donations Policy

COMPETE FAIRLY

We outperform our competition fairly and honestly. We succeed based on our own merits and avoid any conduct that could restrict free trade. Gathering information about our competitors is an accepted business practice, but doing it irresponsibly, unethically, or illegally is not.

DO THE RIGHT THING:

• Compete fairly, but vigorously, and never use deception, misrepresentation, or fraud.
• Do not use a competitor’s confidential or proprietary information. If someone provides you with information that you believe may be confidential, contact the Legal Team.
• Never ask current or former employees of customers to share confidential business information.
• Comply with all RFP “quiet periods” and communicate solely with the Government’s designated POC during the procurement process.
• When you talk with customers, provide only truthful information about the quality, features, and availability of our products, and don’t make disparaging remarks about our competitors.
• Avoid any formal or informal agreements with competitors that limit competition.
• Respect the competitive bidding processes. Never rig or fix the outcomes or helping anyone else do so.
• When gathering competitive intelligence, we will use appropriate sources, be truthful, and will not misrepresent who we are.

FIND OUT MORE:

• LGPL0007 Competitive Intelligence Policy
• LGPL0003 Confidential and Personally Identifiable Information Protection Policy

KEEP ACCURATE RECORDS

Integrity in our recordkeeping inspires trust by customers, investors, and business partners. Our long-term success depends, to a large extent, on how well we manage our business. Our records—and our recordkeeping—help us to fulfill our financial commitments and pay our people. But they also provide a picture of our financial health. They keep us accountable to our investors and are the basis on which we make important strategic decisions. In addition, federal and state laws require that all business records be prepared accurately, reliably, and in a timely manner.

DO THE RIGHT THING:

• Ensure all records are clear and complete and accurately reflect our business transactions.
• Follow all internal controls in recording and maintaining our company books and records.
• In every transaction, whether you are complying with disclosure requirements, preparing a financial statement or simply completing a time sheet, be honest, accurate, and complete.
• Never use Forterra funds or assets for any unethical, inappropriate, or illegal purpose.
• Never make or approve a payment with the understanding that it will or might be used for something other than the stated purpose.
• Know and follow our records management and records retention policies. Take care never to dispose of information that may be relevant to current or threatened litigation until you are notified to do so.

FIND OUT MORE:

• ACPL0003 Expense Reimbursement Policy
• FIPL0001 Travel Policy
• PUPC0001 Purchase Request Process

FOLLOW IMPORT, EXPORT AND TRADE COMPLIANCE RULES

We comply with the laws that govern global trade of our products. U.S. export laws and regulations, including the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR), require U.S. Government approvals for international transfers of certain technical data, equipment, or technology. Exporting such items without proper authorization to “non-U.S. persons” (as defined by the regulations) may have severe business consequences.

In addition to laws and regulations that govern the import and export of technology, other trade laws and regulations govern refusal to do business with certain counterparties.

DO THE RIGHT THING:

• Check with Global Trade before sharing any technical information (in writing or visually) with a non-U.S. Person.
• Check with Global Trade before bringing any Forterra property (including laptops) overseas.
• Abide by the terms and conditions of the export licenses we obtain.
• Comply with all applicable import and export laws and regulations.
• Don’t participate in or promote boycotts that the United States does not support.

FIND OUT MORE:

• GTPL0001 Global Trade Compliance Policy
• Foreign Travel Request Portal
• FIPL0001 Travel Policy

PROTECT OUR ASSETS

We’re good stewards of our physical, electronic, and information assets. Our assets include everything that our company owns or uses to conduct business including computers, company transportation, travel resources, and expense reimbursement matters. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets must be used for legitimate business purposes. Each of us is entrusted with the care of these assets, so be proactive in safeguarding them from loss, damage, theft, waste, and improper use.

Forterra’s intellectual property, including its copyrights, patents, trademarks, trade and other secrets, are at the core of our technical and financial success. Employees are required to protect Forterra’s intellectual property and act responsibly with the sensitive information of customers, competitors, and stakeholders.

Trade secrets, patents, copyrights, trademarks, business plans, engineering ideas, databases, customer lists—when you help protect these assets, you help protect our competitive advantage.

DO THE RIGHT THING:

• Report any property or equipment that is damaged, unsafe, or in need of repair.
• Take steps to protect against theft, damage, and misuse.
• Don’t install unauthorized software, applications, hardware, or storage devices on your computer. And don’t access our network through unauthorized applications or devices.
• Be alert to phishing scams or other attempts to uncover sensitive personal or corporate information.
• Don’t open suspicious links in emails, even if you know the source.
• Share confidential information only when there is a legitimate reason for doing so. If you share it with someone outside of Forterra, obtain a non-disclosure agreement in advance.
• Protect Forterra confidential information even if your employment with Forterra ends.
• Protect the information of others. You have a responsibility to not only protect confidential information about our company, but also the confidential information of companies with which we do business.
• Complete all required IT training.

FIND OUT MORE:

• LGPL0003 Confidential and Personally Identifiable Information Protection Policy
• ETPL0001 Information Security Policy
• LGPL0009 Record Retention Policy

AVOID CONFLICTS OF INTEREST

We don’t let personal interests affect business decisions we make on behalf of Forterra. When making decisions related to Forterra, you have a duty to act in our company’s best business interests and avoid even the appearance of a conflict. If you discover that a personal activity, investment, interest, or association could compromise—or even appear to compromise—your objectivity or your ability to make impartial business decisions, disclose it immediately to your manager, People Operations, or Legal.

DO THE RIGHT THING:

• Always act in the best interests of Forterra.
• Avoid or withdraw from situations where a personal relationship or financial interest in another company might influence how you make decisions in your job.
• Understand that a conflict of interest can exist even if you are convinced that your decisions will not be affected by the outside relationship.
• When conflicts of interest arise, disclose them, and get advice or approval.

FIND OUT MORE:

• LGPL0006 Conflicts of Interest Policy

COMMUNICATE RESPONSIBLY

We make sure that information shared about our company is consistent, accurate, and complete. To ensure that accurate and complete information is conveyed to the public, to investors, our customers, and to others, we have designated individuals to serve as our official company spokespersons. Unless you are authorized to do so, do not make any public statements on Forterra’s behalf.

DO THE RIGHT THING:

• Refer all requests for financial information to the Finance Team.
• Refer all media inquiries and public requests for information to the Marketing Team.
• Refer all public requests for information and inquiries from government and regulatory agencies to the Legal Team.
• Refer all requests for Personal Information to the People Operations Team.
• When using social media:
  
  • Clearly state that any opinions you express about our company are your own and do not reflect those of our company.
  • Don’t disclose confidential business information about our company or our customers, business partners, or suppliers.
  • Don’t post anything that’s confidential business information, discriminatory, or would constitute a threat, intimidation, harassment, or bullying.

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