Scope

This Code of Business Conduct and Ethics (“Code”) applies to all directors and employees of the Company and its subsidiaries. It is essential that the practices and prohibitions found within the Code form the basis for all our business relationships and are consistently applied.

Complying with the Law

All directors and employees must respect and comply with applicable laws, rules and regulations of all global locations where the Company conducts its business. Because JELD-WEN, inc. is based in the United States, some U.S. laws must be followed in every region of the world where its affiliates and subsidiaries conduct operations or transact business. These laws include, but are not limited to, U.S. antitrust laws, the Foreign Corrupt Practices Act, and other U.S. laws that prohibit doing business with individuals and countries that sponsor international terrorism, among others.

Document and Records Retention/Cooperation in Investigations

Altering, shredding or otherwise destroying documents or records (written or electronic) that are relevant to any pending, threatened or anticipated government investigation, audit, regulatory proceeding or lawsuit is strictly prohibited. Similarly, directors and employees must cooperate fully in any authorized internal or external investigation by or on request of JELD-WEN or its auditors, government, law enforcement, regulators, or courts, and must not make any false or misleading statements or engage in otherwise misleading conduct with respect to such investigations.

Fair Dealing

Each director and employee shall endeavor to deal fairly and in good faith with the Company’s customers, shareholders, employees, suppliers, regulators, business partners, competitors and others. No director or employee shall take unfair advantage of anyone through manipulation, concealment, abuse of privileged or confidential information, misrepresentation, fraudulent behavior or any other unfair dealing practice.

Corporate Opportunities

Directors and employees are expected to advance the Company's legitimate business interests when the opportunity arises. Directors and employees may not:

• take or divert to themselves (or direct to a third party) any business opportunity discovered through use of the Company's property, information, or through their official positions in the Company, including any opportunity which they reasonably believe may be of interest to the Company;
• use Company property, information or their position within the Company for personal gain; or
• unfairly compete with the Company.

Conflicts of Interest

A conflict of interest is a situation in which a director or employee’s personal interests or responsibilities do not align with, and may even conflict with, the interests of the Company For example, accepting a gift from a supplier raises the potential for a conflict of interest. All employees and directors are expected to avoid conflicts of interest and the appearance of such conflicts. Any director or employee who becomes aware of an actual or potential conflict of interest must disclose it to his or her manager, or to the Audit Committee of the Board of Directors.

Giving and Receiving Gifts or Benefits

In dealing with customers and suppliers, gifts, meals and entertainment should be appropriate given the circumstances and consistent with the Company’s desire to act modestly and with a low profile. Regardless of value, directors and employees should not accept any gift, meal or entertainment offered under circumstances which would make them uncomfortable or feel obligated to take an action that would not be taken absent provision of the gift or benefit. Cash or equivalents are not to be given or accepted Improper payments — such as bribes and kickbacks — are never acceptable. The Company prohibits such payments in all business dealings, in every country, with both government and private sectors. Offering, accepting, soliciting, or facilitating bribes, kickbacks, payoffs or other unusual or improper payments to obtain or keep business is unethical, illegal and strictly forbidden.

Protection and Proper Use of Company Assets

Directors and employees are responsible for preserving the Company’s assets. These assets include real estate and other tangible property; intangible assets such as patents, copyrights, trademarks, and trade secrets; and facilities and equipment. This obligation requires that employees safeguard any company-owned equipment assigned to them. Employees may not make improper use of Company or customer resources or permit others to do so. Use of the Company’s property, personnel, facilities, equipment, or information for non-Company purposes is permitted only with the approval of managers having authority to permit such usage. Use of Company assets for any unlawful or improper purpose is strictly prohibited. The Company’s computer resources and information technology systems are intended to be used for business purposes. Personal use is permitted so long as such usage is not excessive, does not disrupt or hinder the Company’s business, and is not otherwise inappropriate. Employees must safeguard all electronic devices issued to them, use reasonable care with data stored on such devices, and return them upon request or upon termination of employment without deletion or modification of any files.

Confidential Information

All directors and employees are prohibited from disclosing without prior authorization the Company’s confidential, proprietary, and other business information and trade secrets. Access to personal information about Company employees is restricted to people with a “need to know” and will be transmitted to other employees or third parties only for legitimate and necessary business purposes or to satisfy legitimate investigative or legal requirements. Employees who maintain or are custodians of personal information must ensure that the information is not disclosed inappropriately or misused. The obligation to preserve confidential information continues even after employment ends.

Financial Information and Disclosure

All of the Company’s books, records, accounts and financial statements must be maintained accurately in reasonable detail, appropriately reflect the Company’s transactions, and conform to applicable legal requirements and the Company’s system of internal controls. Employees may not make any false statements, misleading or artificial entries, or material omissions or misrepresentations in any of the Company’s books, financial records, or other documents or communications. All financial transactions must be fully and completely documented and recorded in the Company’s accounting records. Information in the Company’s public communications and communications with investors must be full, fair, accurate, timely and understandable. All employees who are involved in the Company’s disclosure process, including all senior financial personnel and all employees with supervisory responsibilities with respect to Onex’ public disclosure documents, are expected to act in furtherance of this requirement. In particular, these individuals are required to be familiar with and to comply with all applicable disclosure requirements and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the Company to others, whether inside or outside the Company. Employees should be aware of the procedures for developing and making public disclosure and avoiding inadvertent or selective disclosure to analysts or others.

Equal Employment Opportunities and Harassment

The Company strives to provide a productive working environment that is accepting of individual differences and free from harassment or discrimination, and does not accept any behavior that conflicts with these principles. Discrimination, harassment, or retaliation in any form will not be tolerated in any part of the Company’s dealings with its employees, including recruitment, promotion, opportunities, salary, benefits or terminations.

Insider Trading

Directors and employees are prohibited from directly or indirectly trading securities or tipping others to trade securities of a public company, such as Onex Corporation, on the basis of material, non-public information. Material information may include acquisitions, investments, joint ventures, new business relationships, financial results, important management changes, or any other information that has the potential to affect the price of securities.

Political and Charitable Activities

The Company recognizes the legitimate interests of directors and employees in being involved in political activities, including the support of political candidates and the expression of opinions on political or public issues. Similarly, the Company recognizes and encourages director and employee involvement in charitable and community service, and in making charitable donations. However, when engaging in such activities, directors and employees must make clear that they are acting or speaking on their own behalf, unless they are expressly authorized otherwise by the Company. Donations of Company funds or assets and the use of the Company name in support of political or charitable causes may only be made with proper pre-authorization.

Reporting any Illegal or Unethical Behavior — Intra-Company

The Company is committed to providing a workplace conducive to open and fair discussion of its business practices. Directors are expected to speak with the Office of General Counsel for guidance in reporting illegal or unethical behavior. Employees are expected to talk to their managers about behavior they perceive as illegal or unethical, or simply when they have doubts about the best course of action in a particular situation. If an employee is unable to speak to his or her manager, reports or questions should be addressed directly to the Office of General Counsel, Chief Financial Officer, President, any executive officer of the Company, or any member of the Audit Committee of the Board of Directors. All reports or questions must be made in good faith. The General Counsel is responsible for administering this Code, including receiving, evaluating, processing, investigating, and resolving concerns and reports of unethical or illegal behavior.

Reporting of Concerns and Suspected Violations

The Company has established a confidential and anonymous procedure through which concerns about the Code or its violation may be raised. Employees in the U.S. and Canada who wish to make an anonymous report about Code violation may use an anonymous reporting service engaged by the Company for this purpose. Employees can obtain the reporting service phone number and web address from the employee handbook. This service also may be used anonymously to ask questions regarding the Code and its application. Anonymous reports and questions submitted through the reporting service will be reviewed by JELD-WEN’s Office of the General Counsel and reported to the Audit Committee of the Company’s Board of Directors as the situation may warrant.

Responses to Reports — Non-Retaliation

No director or employee may be disciplined or retaliated against for complying with the Code, for making good faith reports of possible Code violations, or for participating in any investigation of a possible Code violation. If substantiated, acts or threats of retaliation will result in appropriate disciplinary action, up to and including termination of employment or removal from the Board of Directors.

Violation of the Code

Violating the Code has consequences. Depending upon the facts and circumstances involved with the violation, corrective action may range from a verbal reprimand to performance coaching to termination of employment. The Company reserves the right and absolute discretion to take any measure of corrective action deemed necessary. Directors or employees who file reports or provide information that they know to be false, or who lack a reasonable belief as to the truth and accuracy of such information, may be subject to disciplinary action, including termination of employment and dismissal from the Board.

Additional Information

It is the Company’s intent to conduct its business in a way that not only conforms to the letter of the law, but also promotes the spirit of fairness and honesty behind the law.