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Corporate Governance

Code of Ethics

Ethics Hotline

BLUE BUFFALO PET PRODUCTS, INC.
CODE OF ETHICS AND BUSINESS CONDUCT

(As of July 22, 2015)

I. Preamble

Blue Buffalo Pet Products, Inc. and its subsidiaries (“we” or the “Company”) are committed to honesty, respect, integrity and the highest ethical standards in all of its dealings. Preserving the trust of our consumers, shareholders, business partners and fellow employees is the responsibility of every individual in the Company. This Code of Ethics and Business Conduct (the “Code”) is designed to help each of us meet that obligation.

This Code explains the Company’s principal policies regarding the ethics of how we conduct business. Each of us — employee, officer and member of the Board of Directors alike (each referred to as an “Employee” in this Code) — must commit to understanding this Code and abiding by its principles; provided that in the case of non-employee directors of the Board of Directors compliance with this Code is subject to the provisions of Blue Buffalo Pet Products, Inc.’s certificate of incorporation and bylaws.

Violations of this Code may give rise to disciplinary actions, up to and including a discharge from the Company and, where appropriate, civil liability and criminal prosecution. If you are in a situation that you believe may violate or lead to a violation of this Code, follow the notification procedures described in Section XXIV of this Code.

II. Administration

Our Board of Directors is responsible for setting the standards of business conduct set forth in this Code and updating these standards as it deems appropriate to reflect changes in the legal and regulatory framework applicable to the Company, the business practices within the Company’s industry, the Company’s own business practices, and the prevailing ethical standards of the communities in which the Company operates. Our Audit Committee will oversee the procedures designed to implement this Code.

III. Compliance with Laws, Rules and Regulations

These principles support and demand full compliance with all applicable laws. Obeying the law, both in letter and in spirit, is one of the pillars on which this Company’s ethical standards are built. Each Employee must respect and obey the laws, rules and regulations of the cities, states and countries in which we operate. Although you are not expected to know the details of all applicable laws, rules and regulations, it is important to know enough to determine when to seek advice from appropriate personnel. Questions about compliance should be addressed to the Legal Department.

IV. Conflicts of Interest

A “conflict of interest” exists when an Employee’s private interest (or the interest of a member of his or her family) interferes in any way – or appears to interfere – with the interests of the Company as a whole. A conflict of interest arises when an Employee takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively, and in pursuit of the Company’s best interests.

Improper Personal Benefits

Conflicts of interest may arise when an Employee, or a member of his or her family, receives undisclosed personal benefits as a result of the Employee’s position in the Company. Such a conflict of interest can arise particularly in making decisions about hiring personnel or engaging suppliers or contractors that involve an Employee’s family or personal friends.

Loans

Loans by the Company to, or guarantees by the Company of obligations of, employees or their family members are of special concern and could constitute improper personal benefits to the recipients of such loans or guarantees, depending on the facts and circumstances. Loans by the Company to, or guarantees by the Company of obligations of, any member of the Board of Directors or executive officer or their family members are expressly prohibited.

Outside Employment

It is a conflict of interest for an Employee to work for a competitor, customer or supplier of the Company. You must avoid any direct or indirect personal business connection with the Company’s customers, suppliers or competitors, except as specifically directed by, or consented in writing by, the Company. Any such connection must be fully disclosed immediately to Company’s management.

Financial Interests

An Employee may not obtain a personal financial interest in the Company’s customers, business partners or competitors. This prohibition does not apply to ownership of the stock of publicly traded companies, other than the Company, as long as your ownership does not exceed one percent of such company’s outstanding stock.

Corporate Opportunities

An Employee is prohibited from taking for his or her personal benefit or ownership (or the benefit or ownership of friends or family members) any business opportunity that is discovered or becomes available through the Employee’s position with the Company or through the use of Company information or property, unless such opportunity has first been offered to the Company and the Company has expressly declined to take it. No Employee may use corporate property, information, or position for personal gain, and no Employee may compete with the Company directly or indirectly. An Employee owes a duty to the Company to advance the Company’s interests whenever the opportunity to do so arises.

Conflicts of interest may not always be clear-cut, so if you have any question about whether a situation or conduct you are considering might give rise to a conflict of interest you should consult with the Legal Department about it. If you become aware of a conflict or potential conflict, whether your own or another Employee’s, you are obligated to bring it to the attention of the Legal Department. With respect to a potential conflict of interest you may seek a determination and prior written authorization or approval from the General Counsel unless you are an executive officer or director, in which case such requests should be made to the Audit Committee. Having a conflict of interest does not necessarily violate the Code but failure to disclose it does.

V. Competition and Fair Dealing

The Company seeks to outperform our competition in the marketplace fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. An Employee must endeavor to respect the rights of, and deal fairly with, the Company’s customers, suppliers, business partners, competitors and employees. No Employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unethical or illegal trade practice.

No Employee is permitted to engage in bid rigging, allocation of markets or customers, or any illegal anti-competitive activities.

VI. Confidentiality

Employees must maintain the confidentiality of proprietary information entrusted to them by the Company or its customers, suppliers or business partners, except when disclosure is authorized in writing by the Legal Department or is legally required. Proprietary information includes all “non-public” information (as defined below) that might be of use to competitors or harmful to the Company or its customers, suppliers or business partners if disclosed. It includes information that suppliers, customers and business partners have entrusted to us. The obligation to preserve proprietary information continues even after employment or other relationship with the Company ends, and the Company may pursue all legal remedies available at law or in equity to prevent any former Employee from using Company confidential information. This general obligation of confidentiality is in addition to any more specific obligation established by an express agreement between any Employee and the Company.

VII. Public Dissemination of Company Information

It is particularly important that external communications are accurate, consistent and do not violate the Company’s confidentiality obligations or applicable laws, rules and regulations. Published information can have a significant effect on the Company’s reputation as well as business and legal consequences. External communications include, but are not limited to, communications to the news media, financial and industry analysts, governmental entities, investors, the Company’s industry colleagues, customers and other members of outside groups.

If you are approached by the media or an investor or an analyst or wish to publish information or make an external presentation, you should contact the Legal Department or Investor Relations for advice. You should also refer to the Company’s Policy and Procedures for Compliance with Regulation FD.

It is important for you to bear in mind that the ease of electronic communication means that information about the Company that you did not intend to become public may end up becoming widely disseminated through the Internet. Given this possibility, you must exercise caution with respect to correspondence related to the Company. In the event of unintended disclosure of work-related information in violation of company policy or applicable laws, rules and regulations, you should promptly notify the General Counsel.

VIII. Insider Trading

Employees may come across information about the Company or another company with which we do business that is considered “non-public” and “Material Information” (as defined below). It is prohibited for an Employee to purchase or sell any securities in a publicly traded company if (i) you have non-public Material Information concerning the issuer of the security and (ii) you obtained such information through or by virtue of your employment with the Company. The term “security” or “securities” is defined very broadly by the securities laws and includes stock (common and preferred), stock options, warrants, bonds, notes, debentures, convertible instruments, put or call options (i.e., exchange-traded options), or other similar instruments. If you engage in insider trading and are caught, you could lose your job and be subject to significant civil and criminal penalties.

It is equally prohibited to pass material non-public Material Information about a publicly traded company on to others who may purchase or sell the securities of other companies. If an Employee provides such a “tip” to someone who then buys or sells securities in that company, both of you can be convicted of insider trading.

“Material Information” is any information that a reasonable investor would consider important in making a decision to buy, hold or sell securities. Any information that could be expected to affect the Company’s stock price, positively or negatively, could be considered material. In addition, it should be emphasized that material information does not have to relate to a company’s business. Information about the contents of a forthcoming publication in the financial press that is expected to affect the market price of a security, for instance, could well be material. Employees should assume that information that would affect their consideration of whether to trade, or which might tend to influence the price of the security, is material.

Information is considered “non-public” if the information has not been broadly disseminated to the public for a sufficient enough period to be reflected in the price of the security. As a general rule, information should not be considered fully absorbed by the marketplace until after the first full Market Day (as defined below) following an announcement or disclosure through a press release or through a filing with the SEC. In addition, the information broadly disseminated must be some form of “official” announcement. In other words, the fact that rumors, speculation, or statements attributed to unidentified sources are public is insufficient to be considered widely disseminated even when the information is accurate. “Market Day” means the period beginning at the opening of the U.S. stock market on any given day and ending at the time the U.S. stock market closes on the same day.

If you are in doubt as to whether you have non-public Material Information, you should seek guidance from the Legal Department.

Speculative transactions in the Company’s securities, including short sales, options transactions, and holding Company stock in margin accounts or subjecting it to pledges are restricted, and in some cases, prohibited by the Company’s Insider Trading Policy. For more information, see the Company’s Insider Trading Policy and Pre-Clearance Policy.

IX. Disclosure

The Company is committed to providing investors with full, fair, accurate, timely and understandable disclosure in its periodic reports and other documents filed with the SEC, including all financial statements and other financial information (“Periodic Reports”). To this end, the Company shall:

  • comply with applicable accounting principles;

  • maintain a system of internal accounting controls that will provide reasonable assurances to management that all transactions are properly recorded;

  • maintain books and records that accurately and fairly reflect the Company’s transactions;

  • prohibit the establishment of any undisclosed or unrecorded funds or assets;

  • maintain a system of internal controls that will provide reasonable assurances to management that material information about the Company is made known to management, particularly during the periods in which the Company’s periodic reports are being prepared; and

  • present information in a clear and orderly manner and seek to avoid the use of legal and financial jargon in the Company’s Periodic Reports.

X. Maintaining Accurate Records

The Company requires honest, accurate and timely recording and reporting of all information related to the business of the Company. The books and records of the Company form the basis for all of our public disclosure and governmental filings and allow us to give our shareholders and the public market an accurate view of the Company’s financial status and business operations. The Company also relies on our books and records to make responsible business decisions.

As a result, all of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions, and must conform both to applicable legal requirements and to the Company’s system of internal controls. All information Employees submit with respect to the business of the Company must be complete and accurate. These submissions include, for example, information provided for payroll documentation, timecards, travel and expense reports, performance records, sales information, customer and supplier information, and product inspection and testing data. All product inspection and testing documents must be handled in accordance with all applicable specifications and requirements, and must accurately reflect the results of such inspections and tests.

Employees must never make a false or artificial entry in Company records. Any suspected inaccurate recording of information should be reported to your supervisor. If the suspected inaccuracy is related to accounting or auditing issues, it should be reported immediately to the Company’s General Counsel, Compliance Officer, the Audit Committee or the Hotline.

XI. Record Retention

The Company has a responsibility to retain its business records so long as needed for business purposes (or longer if required by tax, regulatory, or other legal standards). The Company also needs to destroy records in accordance with pre-determined time periods in order to facilitate its operations by promoting efficiency and freeing up valuable storage space.

Through business dealings, litigation and government regulation some of our business records and communications may need to be disclosed outside of the Company. Employees must avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people or companies that may be misunderstood if subsequently disclosed outside of the Company. This applies equally to e-mail, internal memos, and formal reports. If you are notified that documents in your possession or control may be needed in connection with an internal or external investigation, lawsuit, or other legal action, you must preserve them. If you ever receive a subpoena, a request for records or other legal papers, immediately notify a member of the Company’s Legal Department.

XII. Gifts and Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers, suppliers, business partners or regulators. Accepting gifts from, or giving gifts to, customers or vendors may create a conflict of interest. The term “gift” should be construed in the broadest sense. It applies to the transmission of anything of value, regardless of type. No gift may be offered or accepted if it will create a feeling of obligation, compromises judgment, appears to improperly influence the recipient, or acts as an inducement for an action which is illegal, unethical, a breach of trust or the improper performance of a function or activity. No business entertainment or gift may be offered, given, provided, or accepted by any Employee, or an Employee’s family member or agent, without prior approval from the Company’s Legal Department. The Company’s Legal Department will generally grant approval for gifts when each of the following conditions is met:

  • the item is of nominal value;

  • the item is commonly distributed by the Company to customers, business partners, or other third parties as a token of goodwill or for a legitimate business purpose, including, for example, the Company’s promotional items;

  • the item is commensurate with legitimate and generally accepted local customs for gifts to private business people; and

  • the gift is permitted by the rules of the recipient’s employer (if applicable) and jurisdiction.

Note that gifts to government officials are always prohibited. All Employees should consult our Anti-Corruption and Anti-Bribery Compliance Policy for additional information and restrictions on the giving and accepting of gifts.

In the case of business entertainment, the event must also be attended by both the giver and the recipient. It is your duty to disclose and discuss with your supervisor any entertainment or gift, or proposed entertainment or gift, if there is any question about whether it is appropriate under these guidelines.

XIII. Political Contributions

Except as approved in advance by the Chief Executive Officer or Chief Financial Officer, the Company prohibits political contributions (directly or through trade associations) by the Company or its business units. This includes: (a) any contributions of Company funds or other assets for political purposes, (b) encouraging Employees to make any such contribution; (c) reimbursing an Employee for a political contribution; or (d) allowing the use of Company assets or facilities for political purposes.

Individual Employees are free to make personal political contributions as they see fit.

The Company encourages its Employees to participate in the political and governmental process on their personal behalf and, when permitted by a country’s laws and customs, to communicate their personal views to appointed and elected officials. However, when so communicating political views Employees are not allowed to identify themselves as a representative of the Company or any of its affiliate companies, nor intimate that their political views or actions are those of the Company.

Employees, business partners, and anyone acting on behalf of the Company may not make contributions to candidates for any foreign or domestic political office with the intent to secure an improper advantage or benefit for the Company or its subsidiaries. Accordingly, Employees, business partners, and anyone acting on behalf of the Company must notify the Legal Department if a government official or a third party which has a business relationship with the Company solicits a political contribution, or if a political contribution is being contemplated to a government official, an organization associated with a government official, or a third party which has a business relationship with the Company. All Employees should consult our Anti-Corruption and Anti-Bribery Compliance Policy for additional information and restrictions on political contributions.

XIV. Diversity and Equal Opportunity

The diversity of the Company’s Employees is a valuable asset, and another pillar upon which this Company’s ethical standards are built. We are firmly committed to providing equal employment opportunity and fair treatment for all Employees and applicants. The Company prohibits any Employee from making any employment –related decision based on race, religion, ethnic origin, sexual orientation, gender, marital status, pregnancy, age, or any other protected class. For further information, you should consult our Employee Handbook, or contact Human Resources.

XV. Discrimination and Harassment

All Employees are entitled to work in an environment free from discrimination and harassment of all kinds. The Company will not tolerate any form of discrimination or harassment based on race, religion, ethnic origin, sexual orientation, gender, marital status, pregnancy, age, race, color, or any other protected characteristic.

The Company considers harassment to be any unwelcome conduct that creates a hostile or offensive work environment for another or one that unreasonably interferes with an employee’s work performance. Harassment may be verbal, physical or visual. Examples include sexual innuendos, suggestive comments, offensive language, propositions, displaying graphic pictures or commentaries, ethnic slurs or jokes, lewd or offensive gestures, and unwelcome conduct.

If you feel that you or someone else has been the subject of discrimination or harassment, you should report the situation immediately to your supervisor or to a member of the Human Resources team. There will not be any retaliation against anyone making a good faith report of harassment or discrimination. For more information regarding your rights and obligations under the Company’s non-hostile work environment policies, you should consult the Company’s Employee Handbook or contact Human Resources.

XVI. Health and Safety

The Company strives to provide each Employee with a safe and healthy work environment. Each Employee has responsibility for maintaining a safe and healthy workplace for all Employees by following environmental, safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Alcohol and Drug-Free Workplace

Employees are expected to perform their Company-related work in a safe manner, free of the influences of alcohol, illegal drugs or controlled substances. The use of alcohol, without senior management consent, or illegal drugs in the workplace will not be tolerated. In addition, Employees must never possess, distribute, or use illegal drugs on Company premises or while conducting Company business.

Workplace Violence

To ensure a safe workplace and to provide a safe, comfortable and secure atmosphere for Employees and business partners, violence and threatening behavior are strictly prohibited on the Company’s premises, when conducting Company business, or when directed at other Employees or business partners. For more information regarding the Company’s workplace violence policy, you should consult the Company’s Employee Handbook or contact Human Resources.

XVII. Being a Responsible Corporate Citizen

Promoting Environmental Responsibility

We are committed to being an environmentally responsible corporate citizen. This requires that we manage our operations in a manner that respects the environment and strict compliance by all Employees with the environmental laws and regulations that govern our business. All Employees must make a concerted effort to avoid any behavior or practice that poses an unnecessary and unreasonable risk to the environment, even if not strictly illegal.

Charitable Contributions

The Company supports charitable causes, including charitable organizations whose mission, like ours, promotes the health, safety and welfare of pets. The Company encourages its Employees to be participants in charitable causes. For more information about our policy on charitable contributions, please see our Charitable Giving Policy.

Protecting Human Rights

We respect the human rights of all people throughout the world. We do not condone or permit the use of child, forced, or involuntary labor in any of our operations. We expect our suppliers and other business partners to have a similar commitment to human rights and to provide their employees with proper pay and a clean, safe, and healthy workplace.

Protection and Proper Use of Company Assets

All Employees should protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. All Company assets are to be used only for legitimate Company purposes. Any suspected incident of fraud or theft should be immediately reported for investigation. Company assets should not be used for non-Company business.

The obligation of Employees to protect the Company’s assets includes the Company’s proprietary information. Proprietary information includes, but is not limited to, intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information is a violation of our policy. It could also be illegal and result in civil or criminal penalties. Employees who have access to proprietary information are obligated to safeguard it from unauthorized access in accordance with the Company’s policy on confidential information (see Section VI of the Code).

XVIII. Compliance with Anti-Bribery Laws

Employees must understand and follow the various anti-corruption laws that apply to our business, including the U.S. Foreign Corrupt Practices Act (the “FCPA”). Under these laws, we may not offer, make or give any bribe or kickback (or anything of value that could be viewed as one) to anyone, including government officials. The Company strictly prohibits corrupt behavior and bribery, even if the refusal to participate in such activities would result in the Company losing a business opportunity. Never give or authorize directly or indirectly any illegal payments to anyone, including any government officials of any country. The FCPA does, in certain limited circumstances, allow nominal “facilitating payments” to be made, but not all anti-corruption laws have this exception. Therefore any such payment must be discussed with Legal Department before being made.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities, which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate our policy but is also a civil or criminal offense. State and local governments, as well as foreign governments, often have similar rules that Employees must adhere to strictly.

For more information on our Anti-Corruption policies, refer to our Anti-Corruption and Anti-Bribery Compliance Policy.

XIX. Data Privacy

“Personal Data” is personal, non-public information about a specific individual, including Employees, contractors, directors, shareholders, customers and anyone else with whom Company does business. Personal Data is an important asset, and the way we handle this data is critical to our success, demonstrates respect and promotes trust. In many cases, there are laws that govern how we collect, use and dispose of Personal Data. For these reasons, Company policies and guidelines for handling Personal Data must be strictly adhered to.

When collecting and using Personal Data, you should keep several important principles in mind. Personal Data should only be processed if there is a legitimate business reason to do so. You should collect and use only the Personal Data needed for the task at hand. Finally, you should keep all Personal Data secure to prevent unauthorized disclosure.

The Company respects the confidentiality of information relating to individuals, in both paper and electronic form. This information may not be used or disclosed improperly or used by someone who is not authorized to do so.

If you are charged with collecting or maintaining Personal Data as part of your duties as an Employee, you must be familiar with and abide by any laws that apply to your activities. This is particularly true with regard to the Personal Data processed and maintained with regard to Company personnel by our Human Resources Department.

XX. Use of Company Computers and Systems

The Company entrusts Employees with computers and systems to aid us in our job duties. The computers and systems belong to the Company and include email, voicemail, internet and intranet access, and computer software, as well as the data they contain. Each of us has a responsibility to protect these assets from damage, alteration, theft, fraud, and unauthorized access.

Employees have a responsibility to use these resources in an efficient, professional, ethical, and lawful manner. Employees may never use Company computer assets or systems to download, display, or store material that is unlawful, inappropriate, or offensive. If you receive such content, report the incident to your supervisor or a Human Resources representative immediately. Do not use Company systems to send unauthorized solicitations or conduct business for other organizations. For more information, see our Employee Handbook.

Remember that electronic messages (such as emails and text messages) and posts on social media and networking sites (such as blogs, chat rooms, Facebook, MySpace, Twitter and LinkedIn) are permanent, transferable records that can impact our Company’s reputation. Before sending or posting an electronic message, always ask yourself if you would want the general public to read the message – because someday they may. Employees may never disclose confidential information or post disparaging or harmful statements about the Company. Be aware that as an employee of the Company your commentary in the social media space could be attributed to the Company and have regulatory implications even if you intended the commentary to be in your personal capacity. If an Employee is ever unsure about posting comments or information, ask a Human Resources representative before proceeding. For more information, see our Communications Policy. While you may make limited personal use of Company computer assets and systems, you need to ensure that your use does not interfere with your ability to do your work (or with workplace productivity in general). Your use of computer assets and systems must be professional, ethical, and lawful. Additionally, while the Company respects Employee privacy, remember that our Company needs to service and protect its computer assets and systems. Our Company monitors internet usage and the data and communications created, stored, sent, or received on our computer systems. For more information, see our Employee Handbook.

XXI. Product Quality and Safety

The Company is known for its healthy and holistic pet foods that are made with the finest natural ingredients. The Company’s number one priority is product quality. To uphold this reputation, we must make sure that the products we sell are safe, comply with all applicable laws and regulations, and consistently meet or exceed the high standards that the Company has set. If you have any concerns about the quality of our products, immediately inform any supervisor or any member of the Legal Department.

To maintain the trust we have earned, our suppliers must provide superior quality ingredients and our co-manufacturers must adhere to the Company’s formulas and safety protocols. If you know or suspect that a supplier or co-manufacturer is not upholding its commitments to quality and safety, report the situation promptly to any supervisor or any member of the Legal Department.

XXII. Improper Influence on Conduct of Auditors

Employees are prohibited from directly or indirectly taking any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent or internal auditors for the purpose of rendering the financial statements or records of the Company materially misleading. Prohibited actions include but are not limited to those actions taken to coerce, manipulate, mislead or fraudulently influence an auditor: (1) to issue or reissue a report on the Company’s financial statements that is not warranted in the circumstances (due to material violations of generally accepted accounting principles, generally accepted auditing standards or other professional or regulatory standards); (2) not to perform audit, review or other procedures required by generally accepted auditing standards or other professional standards; (3) not to withdraw an issued report; or (4) not to communicate matters to the Company’s Audit Committee.

XXIII. Waivers of the Code of Ethics and Business Conduct

Compliance with this Code is a key responsibility of all Employees. Any waiver of this Code for directors or executive officers may be made only in writing by the Board of Directors or a Committee of the Board of Directors. If any such waivers are granted, they will be appropriately disclosed as required by law or regulation. All other waivers must be approved by the Company’s General Counsel who in his or her discretion may seek approval of any such waiver by the Board of Directors or a Committee of the Board of Directors.

XXIV. Reporting any Illegal or Unethical Behavior

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed behavior, which they believe may be illegal, or a violation of this Code or Company policy, or whenever an employee is in doubt about the best course of action in a particular situation.

If you have a question or concern, you should speak to any of the following Company resources:

  • Any supervisor

  • Any member of the Human Resources Department

  • Any member of the Legal Department

Any supervisor who receives a report of a potential violation of the Code, the policies described or referenced herein or any other applicable legal or regulatory requirements must report it immediately to the General Counsel.

Actions prohibited by this Code involving executive officers or directors should be reported directly to the Audit Committee.

Additionally, you may always communicate any complaints (confidentially and/or anonymously, if desired) via the internet at https://bluebuffalo.ethicspoint.com, in writing to Blue Buffalo Pet Products, Inc., Attn: General Counsel, 11 River Road, Wilton, Connecticut 06897, or through the Blue Buffalo Company, Ltd. Reporting Hotline (the “Hotline”) at 1-855-382-7961. The Hotline is managed by an outside, independent company that provides a dedicated phone line and internet site for anonymous communication of any questions or concerns to a trained specialist, 24 hours a day. Users of the Hotline will be assigned an identification number and security code so that they can follow up on their report later. Each report will be forwarded to the appropriate member of management or in some cases the Audit Committee for investigation and resolution.

Any use of these reporting procedures in bad faith or in a false or frivolous manner will be considered a violation of this Code.

XXV. Investigations of Reported Concerns

It is the policy of the Company to ensure prompt and consistent action against violations of this Code. Employees are expected to cooperate in internal investigations of misconduct. If after an investigation it is determined that a violation of this Code has been committed, the Company will take such preventative or disciplinary action as it deems appropriate, including but not limited to, reassignment, demotion, termination and, in the event of criminal conduct or other serious violations of the law, notification of appropriate governmental authorities.

XXVI. Non-Retaliation Policy

It is the policy of the Company not to allow discrimination or retaliation, directly or indirectly, for reports made in good faith by Employees, contractors or other interested persons of misconduct by others or otherwise assists the Audit Committee, management or any other person or group, including any governmental, regulatory or law enforcement body, in investigating a complaint. If you know of or suspect that you or someone else has been the subject of retaliation at the Company, report the situation immediately in accordance with the procedures in this Code.

XXVII. Compliance Procedures

All Employees must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong with certainty. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

  • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

  • Ask yourself: What specifically am I considering doing, or being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.

  • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems. If you are uncomfortable discussing the problem with your supervisor you can talk to a member of the Human Resources Department or the Legal Department.

  • Seek help from Company resources. In a case where it may not be appropriate to discuss an issue with your supervisor or local management, contact the Legal Department at headquarters. If you prefer to write, address your concerns to the General Counsel.

  • You may report violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. Remember the Company does not permit retaliation of any kind against Employees for good faith reports of suspected violations. You may submit information about a particular situation through the Hotline anonymously.

  • Always ask first, act later. If you are unsure of what to do in any situation, seek guidance before you act.

  • All Employees are subject to this Code. All Employees must comply with these reporting requirements and promote compliance with them by others. Failure to adhere to this Code by any Employee may result in disciplinary action, up to and including termination.

XXVIII. Annual Acknowledgement

To help ensure compliance with this Code, the Company may require an Employee to review the most recent version of this Code and acknowledge understanding and adherence to it in writing on an annual basis. But the failure to adhere to this procedure of annual renewal in any given year shall not constitute a waiver of this Code in any way. At all times it will be the responsibility of the Employee to be familiar with the most recent version of this Code and adhere to it faithfully.

Your Personal Commitment to the Company Code of Ethics and Business Conduct

I acknowledge that I received a copy of the Blue Buffalo Pet Products, Inc. Code of Ethics and Business Conduct dated July 22, 2015, (the “Code”) that I have read the Code and that I understand it. I will comply with the Code. If I learn that there has been a violation of the Code, I will bring this to the attention of my supervisor or the Legal Department promptly. I acknowledge that the Code is not an employment contract, and that nothing in the Code is intended to change the relationship of my employment-at-will.

Date:_____________________

Signature:_____________________________