Audit and Finance Committee Policy Regarding Complaint Procedures for Accounting and Auditing Matters

Effective February 15, 2018

The Audit and Finance Committee (the "Committee") of the Board of Directors (the "Board") of Simpson Manufacturing Co., Inc. (the "Company") has established the following procedures for the receipt, retention, investigation and treatment of complaints and concerns regarding accounting, internal accounting controls, auditing and other related matters.

A. Scope of Matters Covered by the Policy

  1. The procedures set forth in this policy relate to complaints and concerns ("Reports") of employees and other interested parties, including shareholders (each referred to in this policy as a "Complainant"), of the Company and its subsidiaries regarding:
    1. questionable accounting, internal accounting controls or auditing matters (an "Accounting Allegation"), including, without limitation:
      • fraud or deliberate error in the preparation, review or audit of financial statements of the Company;
      • fraud or deliberate error in the recording and maintaining of the Company's financial records;
      • deficiencies in, or non-compliance with, the Company's internal control over financial reporting;
      • misrepresentation or false statements regarding a matter contained in the Company's financial records, financial statements, audit reports or any filings made with the Securities and Exchange Commission (including periodic or current reports);
      • deviation from full and fair reporting of the Company's financial condition and results;
      • substantial variation in the Company's financial reporting methodology from prior practice or from generally accepted accounting principles;
      • issues affecting the independence of the Company's accounting firm; and
      • falsification, concealment or inappropriate destruction of corporate or financial records; and
    2. alleged retaliation against employees and other persons who make, in good faith, Accounting Allegations (a "Retaliatory Act").
  2. In the discretion of the Committee, responsibilities of the Committee created by these procedures may be delegated to the chairperson of the Committee or to a subcommittee of the Committee.

B. Procedures for Making Complaints

  1. Any employee of the Company, including all of its domestic and international branches and subsidiaries, may, in his or her sole discretion, report to the Committee, openly, confidentially or anonymously, any Accounting Allegation or Retaliatory Act:
    1. in writing to the Committee at: P.O. Box 1394, Alamo, CA 94507-7394, which is accessible only by a designated member of the Committee; or
    2. in a sealed envelope sent through the Company's interoffice mail to the chairperson of the Committee (the "Chair") of the Committee.
  2. The Reports should be factual rather than speculative or conclusory. The Reports should contain sufficient specific and corroborating information to allow for proper assessment and if applicable to support the commencement of an investigation as appropriate, including, for example, the names of individuals suspected of violations, the relevant facts of the violations, how the Complainant became aware of the violations, any steps previously taken by the Complainant, who may be harmed or affected by the violations, and, to the extent possible, an estimate of the misreporting or losses to the Company as a result of the violations.

C. Treatment of Reports Received

  1. The Chair should, upon receipt of a Report and when possible and appropriate, acknowledge receipt to the Complainant who submitted it.
  2. All Reports sent to the Committee must promptly undergo an initial review by the Chair and outside counsel of the Company as designated by the Chair, who must:
    1. Promptly report to the Committee any report involving an officer of the Company or an actual or potential misreporting or loss to the Company that could have a material adverse effect on the Company's reputation or financial statements; and
    2. promptly determine whether to commence an investigation of all other Reports.
  3. If the Chair and outside counsel determine that an investigation should be conducted, they will promptly commence the investigation. The Chair and outside counsel may, in their reasonable discretion, determine not to commence an investigation if the Report is not actually an Accounting Allegation nor pertains to a Retaliatory Act; if the Report contains only unspecified or broad allegations of wrongdoing without appropriate informational support; or if the Report is not credible. This decision and the reasons for this decision shall be reported to the Committee at its next ordinary or special meeting. The Chair and outside counsel shall provide such additional information regarding any Report or investigation as may be requested by the Committee. The Committee may or may not accept such findings and conclusions. If the Committee determines that an investigation must be conducted based on the Report, Chair and outside counsel or the Committee itself will promptly commence the investigation. The Chair and outside counsel shall promptly report the findings of their investigations to the Committee. Any final decision not to conduct an investigation shall, to the extent appropriate and practicable, be promptly made known to the Complainant who submitted the Report.

  4. The Chair, outside counsel and Committee may consult with any member of management who is not the subject of the Accounting Allegation or Retaliatory Act included in the Report and who may have appropriate expertise to provide assistance in connection with the investigation of the Report. The Chair, outside counsel and Committee may also engage as appropriate accountants, additional counsel or other experts to assist in the investigation of Reports and analysis of results.
  5. The Chair shall, at every Committee's ordinary meeting, present a summary of all the Reports received by, or forwarded to, him or her (including those Reports that the Chair and outside counsel decided not to investigate) and all the material developments, findings and conclusions of investigations since the previous meeting.
  6. In deciding whether to conduct an investigation, the Chair, outside counsel and/or the Committee should take into account, among other appropriate factors, the following:
    1. Who is the alleged wrongdoer? If an executive officer, senior financial officer or another member of leadership team of the Company is alleged to have engaged in wrongdoing, that factor weighs in favor of the Committee conducting the investigation.
    2. How material is the misreporting or loss? The more material the misreporting or loss to the Company, the more appropriate it may be that the Committee should conduct the investigation.
    3. How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate that an investigation should be undertaken. If the alleged wrongdoing would constitute a crime involving the integrity of the financial statements of the Company or would have a material adverse effect on the Company's reputation or financial statements, that factor weighs in favor of the Committee conducting the investigation.
    4. How credible is the allegation of wrongdoing? The more credible the allegation, the more appropriate that an investigation should be undertaken. In assessing credibility, the Committee should consider all facts surrounding the allegation, including, but not limited to, whether similar allegations have been made in the press or by analysts.

D. Results of Investigation

Upon completion of the investigation of a Report, the Committee will take or will make recommendation to the Board or management to take such prompt and appropriate corrective action, if any, as in its/his/her judgment is deemed warranted; and the Chair or another member of the Committee or Board, as the case may be, will contact, to the extent appropriate, each Complainant who files a Report to inform him or her of the results of the investigation and what, if any, corrective action was taken. Where alleged facts disclosed in the Report are not substantiated, the conclusions of the investigation shall, to the extent appropriate, be made known to the Complainant who made the Report.

E. Protection of Whistleblowers

The Company and any officer, employee, contractor, subcontractor or agent of the Company shall not discharge, demote, suspend, threaten, harass, directly or indirectly, or in any other manner discriminate or retaliate, against any person who, in good faith, makes a Report to or otherwise assists the Chair, outside counsel, Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, in investigating a Report. These prohibitions equally apply to the Company's domestic and international branches and subsidiaries. Unless necessary to conduct an adequate investigation or compelled by judicial or other legal process, none of the Chair, outside counsel, the Committee or any officer, employee, contractor, subcontractor or agent of the Company shall (i) reveal the identity of any person who made a Report and requested that his or her identity remain confidential, or (ii) make any effort, or tolerate any effort made by any other person or group, to ascertain the identity of any person who makes a Report anonymously.

F. Records

The Chair and Committee shall maintain a log of all records relating to any Reports of Accounting Allegation or Retaliatory Act, tracking their receipt, investigation and resolution and the response to the person making the Report. Except as may otherwise be required by applicable law or regulation, the Company shall retain copies of the Reports and the Committee's log for a period of seven years.

G. Scope of this Policy

Nothing in this policy prohibits or restricts an employee from initiating communications directly with, or responding to an inquiry from, or providing information to, a person with supervisory authority over the employee (or such other person working for the Company who has the authority to investigate, discover, or terminate misconduct) any regulatory authority or self-regulatory organization acting in a regulatory capacity, including the United States Department of Justice, the United States Securities and Exchange Commission, the Financial Industry Regulatory Authority and the New York Stock Exchange.

Next: Compensation and Leadership Development Committee Charter ยป