``BROWN-FORMAN CORPORATIONCORPORATE GOVERNANCE
GUIDELINES
The Board of Directors (the “Board”) of Brown-Forman Corporation (“Brown-Forman”
or the “Company”) has adopted these Corporate Governance Guidelines (the “Guidelines”) toassist the Board in the exercise of its duties and responsibilities and to serve the best interests of
the Company and its stockholders. The Guidelines should be applied in a manner consistent withall applicable laws, regulations and listing requirements, as well as the Company’s Certificate ofIncorporation and By-laws. The Guidelines provide a framework for the conduct of the Board’s
business.
Preamble
The Company enjoys a rare governance opportunity in that members of our controllingstockholder family, the Brown family, participate directly on the Board. The Board believes thisgovernance structure gives the Company a distinct competitive advantage, due largely to thelong-term ownership perspectives that Brown family members bring to the Board. Thisadvantage is sustained by carefully balancing the roles of our Board, Company management, andour stockholders, including the Brown family. The stewardship that the Brown family has
provided through five generations of leadership at the Company has been and remains a criticalelement in the Company’s long-term success, and the Board relies on the long-term ownership
perspectives that Brown family members bring to the Board. At the same time, Brown family
directors rely on the independence, judgment, experience, and collegiality of the non-family
directors to ensure that their family’s investment in the Company receives the best oversight andindependent guidance possible, as demonstrated by the superior long-term results of theCompany. The governance structures and criteria set out in the Guidelines are intended to ensurecompliance with relevant laws, regulations and other requirements; to harness the power of the
Brown family’s control of the Company for the benefit of all stockholders; and to ensure theBoard has the appropriate balance of independent non-family directors.
Responsibilities of the Board
The role of the Board is to oversee the business, assets, affairs and performance of theCompany in the best interests of its stockholders. The Board is a policy-making body that acts
primarily through management of the Company, which develops and proposes strategies that theBoard approves and oversees, and which management then executes. The Board, acting directlyor through one or more committees, has the following primary responsibilities:●

hire and oversee competent management to run the Company;●

ensure that management proposes appropriate business strategies for Board approval;●

oversee the implementation of business strategies by management and encouragechange if that is warranted;●

oversee the Company’s overall financial condition;●review and approve the Company’s annual operating and capital plans;●

approve major acquisitions, divestitures and capital expenditures;●monitor the health of the Company’s brands;●

oversee the Company’s executive compensation policies and practices;●

assess the Company’s culture to ensure that the Board and management embody theCompany’s core values of integrity, respect, trust, teamwork and excellence;●

ensure that management is providing sufficient and appropriate information to theBoard to enable the Board to fulfill its responsibilities;●

review, and advise management regarding, major opportunities and challenges facing
the Company;●

review and approve significant corporate actions;●ensure processes are in place for maintaining the integrity of the Company, including
the accuracy and completeness of its financial statements, the effectiveness of its
internal controls, its processes for the management of enterprise risk, its compliancewith law and ethics, and the integrity of its relationships with its stakeholders;●periodically review the number of directors constituting the Board;●

nominate directors, appoint committee members, and shape effective corporate
governance;●

review and revise committee charters when appropriate;●

elect the Chair of the Board and the Chief Executive Officer (“CEO”) and evaluatehis, her or their performance; and●plan for the succession of the Chair of the Board and the CEO and periodicallyevaluate other senior leadership of the Company.

Lead Independent Director
If the office of Chair of the Board is held by a non-independent director, the Board, after
considering the recommendation of the Corporate Governance and Nominating Committee, may
select one independent director to serve as Lead Independent Director. The responsibilities of theLead Independent Director shall be to:●in consultation with the Chair of the Board and the CEO, review and approvemeeting agendas for Board meetings;●

in consultation with the Chair of the Board and the CEO, review and approve
Board meeting schedules to assure that there is sufficient time for discussion of
all agenda items;2●call meetings of the independent or non-management directors, when necessary oradvisable;●

chair executive sessions attended solely by independent directors;●

facilitate open communications among directors and with management between
Board meetings and help directors reach consensus on important matters;●

serve as liaison, when necessary or advisable, between the Chair of the Board and the
independent and non-management directors;●

be available for consultation and direct communication upon the reasonable requestof major and/or long-term stockholders;●play a leadership role in contingency and succession planning, if and as needed; and●perform such other duties as the Board may from time to time delegate to assist theBoard in the fulfillment of its responsibilities.

The Lead Independent Director, if any, will be elected annually.
Election of Directors
Director candidates are nominated by the Board upon recommendation from the
Corporate Governance and Nominating Committee. All Company directors stand for election ateach Annual Meeting of Stockholders.
Size of the Board
The By-laws provide that the Board shall consist of not less than three nor more thanseventeen directors. The Corporate Governance and Nominating Committee periodicallyconsiders and recommends to the Board the size at which the Board should be fixed. The Board
should strive to ensure that the size of the Board at any time is small enough to promote good
discussion and decision making, but sufficiently large to include a range of opinions.
Director Qualifications
Individual Membership Criteria. The Corporate Governance and Nominating Committee
is responsible for evaluating potential director candidates for Board approval. As a generalmatter, the Company seeks directors who will represent the best long-term interests of theCompany and its stockholders. Directors should have an attitude that is consultative, positive andgrowth-oriented. Directors should also possess the highest personal and professional ethics andintegrity, and values reflective of the Company’s values. Additional factors to be considered
include judgment, candor, independence, civility, business courage, the lack of possible conflictsof interest, experience with businesses or other organizations of comparable or larger size andcharacter, and the interplay of the candidate’s experience and approach to addressing businessissues with the experience and approach of incumbent directors and other new director
candidates.
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Board Composition. The Board’s goal is to maintain a well-balanced Board membershipthat combines a variety of experiences, backgrounds, and skills to enable the Company to pursue
its strategic objectives. The Board believes that its membership should reflect a diversity ofexperience, age, race, gender, ethnicity, religion, nationality, disability, sexual orientation andcultural background. The Board also believes that it is useful and necessary for the Board tohave Brown family members as directors, as collectively the Brown family owns a majority ofthe voting stock of the Company. As with all other directors, Brown family directors should
represent the best interests of all stockholders. In addition, family directors should evidence astrong interest in Brown-Forman and its long-range health and prosperity. They should be
willing and able ambassadors to other family members, helping to ensure that familystockholders understand the Company’s business and strategies. While not every family director,
nor indeed any director, will have all of the qualities that make an “ideal” director, a director
should supplement the existing talent pool within the Board and help make the Board a wellbalanced and smoothly functioning body.
Independence. The Board has determined that Brown-Forman is a “controlled company,”
and therefore it is unnecessary to mandate a majority of independent directors. However, theBoard and the Company clearly benefit from the presence of independent directors. No director
will qualify as independent unless the Board affirmatively determines that the director meets thestandards of independence established by the New York Stock Exchange (“NYSE”), the U.S.
Securities and Exchange Commission (“SEC”) and any other applicable governmental or
regulatory body. The Board reviews annually the independence of each director, taking into
consideration the recommendations of the Corporate Governance and Nominating Committee.
Directors have an affirmative obligation to inform the Board of any material changes in theircircumstances or relationships that may impact their designation by the Board as independent.
Stock Ownership. Each director is expected to own (either directly or beneficially)
Brown-Forman stock. The Compensation Committee may periodically review andrecommend to the Board stock ownership and/or stock holding guidelines for directors. In
addition, in order to more closely align director compensation with corporate performance,
the Board believes that a meaningful portion of each non-employee director’s compensationfor Board service should be provided in the form of Brown-Forman securities.
Director Tenure. Directors are elected to hold office until the Annual Meeting ofStockholders next ensuing after their election, and until their respective successors are duly
elected and qualified.
The Board is committed to periodic Board refreshment in the interest of bringing
new points of view into the boardroom on a regular basis, while also ensuring the Board
benefits from the experience and institutional knowledge of longer-tenured directors.
Accordingly, no director may stand for re-election at the Annual Meeting of Stockholders
that follows that director’s 15th anniversary on the Board. This mandatory term limit
applies to all directors regardless of their status as a Committee Chair or as the Lead
Independent Director. Exceptions may be made to the directorship and Committee
membership term limits set forth in these Guidelines upon recommendation of the
Corporate Governance and Nominating Committee and by the affirmative vote of not lessthan two-thirds of the full Board, without the vote or participation of the affected
director, if the Board finds that such continued service would be of significant benefit to
the Company.
4In addition, the Lead Independent Director and each Committee Chair shall belimited to a term of five consecutive years in each such role. Notwithstanding the termsof this clause, the Company’s CEO may serve on the Board for the duration of his or her
tenure as CEO, and the Chair of the Board (or an equivalent role) may serve in such role
for as long as the Board considers such service to be in the best interests of all
stockholders.
Members of the controlling Brown family who are elected to the Board shallserve for a period of up to nine years. In recognition of their unique profile relative toboth independent directors and non-employee family members, Brown family directors
who are employed by the Company may serve for the duration of their employment, aslong as the Board considers such service to be in the best interests of all stockholders.
Change in Director Occupation. If a director’s principal occupation or businessassociation changes substantially during his or her tenure as a director, that director must tender
his or her resignation for consideration by the Corporate Governance and Nominating
Committee. The Corporate Governance and Nominating Committee will recommend for Board
approval what action, if any, should be taken with respect to the resignation.
Director Service on Other Public Boards. The Board recognizes that its members
benefit from service on the boards of other companies. The Board encourages that service, butalso desires to ensure that its directors have adequate time to devote to their service on the
Company’s Board. It is the Board’s expectation that any director who serves full-time as an
officer or employee of the Company or any other entity should not serve on more than two
boards of public companies in addition to the Company’s Board (this includes the board of any
public company at which the director may be employed), and other directors should not serve on
more than three boards of public companies in addition to the Company’s Board. Directors
should inform the Chair of the Board, the Lead Independent Director, the Chair of the Corporate
Governance and Nominating Committee, or the Secretary of the Board or of the Corporate
Governance and Nominating Committee as soon as they are able to that they will be, or havebeen, elected to serve on an additional company board.
The Board recognizes that service on the boards of non-profit entities can be importantand time-consuming as well, and encourages directors to engage in such service as long as they
continue to have the time necessary to devote to their work on the Company’s Board.
Board Meetings
Conduct of Meetings. Meetings are chaired by the Chair of the Board. All directors areencouraged to participate in discussions where their counsel will benefit the Board. Decisions are
by majority vote, except on matters where the By-laws require a higher affirmative vote.
Meetings may be in person or through telephone or other similar communications equipment.
Number of Meetings. The Board meets at no less than five regularly scheduled meetingseach year. The Board also meets at special meetings as needed.
Meetings of the Non-Management and Independent Directors. There should be at least
one regularly scheduled meeting of the non-management directors, and one regularly scheduled
meeting of the independent directors, per year. A non-management or independent director may
5request that an executive session of the non-management or independent directors be included in
the agenda of any meeting of the Board.
Meeting Materials. Information and materials that facilitate the Board’s or a committee’s
discussion are typically distributed in advance of those meetings. Directors are expected toreview these materials in preparation for the meeting. Certain items to be discussed at Board orcommittee meetings may be extremely confidential or time-sensitive, however, in which caseadvance distribution of materials may not be appropriate or practicable.
Meeting Attendance. Absent an appropriate reason, attendance is expected for the fullmeeting by all directors at the Company’s Annual Meeting of Stockholders, at all meetings of theBoard, and at all meetings of each committee of which a director is a member. The Board
believes that transparency in procedures and decision-making is a hallmark of good governance.
Directors are welcome to attend as guests meetings of committees on which they do not sit.
Board Committees
The Board has established four principal standing committees of the Board: the Audit
Committee, the Compensation Committee, the Corporate Governance and Nominating
Committee and the Executive Committee. The purpose of the committees of the Board is to help
the Board fulfill its responsibilities effectively and efficiently, although the committees do notdisplace the oversight responsibilities of the Board as a whole. Committees consist of Board
members but may have other, non-voting members, such as a committee secretary. Each Board
committee shall have a written charter. The Audit, Compensation and Corporate Governanceand Nominating Committees shall conduct an annual self-evaluation. The full Board will review
the performance of the Executive Committee periodically, giving consideration to the frequency
and character of actions the Executive Committee has been called upon to perform since themost recent assessment. In the interest of bringing new points of view into each committee on aregular basis, while also ensuring each committee benefits from the experience and institutional
knowledge of longer-tenured members, no director, except the Chair of the Board, may sit on
any committee for longer than seven consecutive years.
Audit Committee. The Audit Committee has the responsibilities set forth in its Charter,
including with respect to: the integrity of the Company’s financial statements; the Company’ssystems of internal accounting and financial controls; the Company’s guidelines and policies tomonitor and control its major financial risk exposures; the qualifications, independence andperformance of the independent auditor; the performance of the Company’s internal audit
function; the Company’s compliance with legal and regulatory requirements; the Company’s
policies and processes for assessment and management of its enterprise risks; and the
preparation of the Report of the Audit Committee to be included in the Company’s annual proxystatement.
Compensation Committee. The Compensation Committee has the responsibilities set
forth in its Charter, including with respect to: determining the compensation of the CEO;reviewing and approving the compensation of other executive officers whose compensation it
determines to be within its purview; the oversight, independence and retention of compensation
consultants and other advisors; producing a report on executive compensation for inclusion in
the annual proxy statement or annual report as required by applicable SEC rules and regulations;and leading the evaluation of the performance of the CEO.
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Corporate Governance and Nominating Committee. The Corporate Governance andNominating Committee has the responsibilities set forth in its Charter, including with respect to:identifying, recruiting and recommending to the Board, for their recommendation to
stockholders, appropriate candidates to serve as directors; leading the work of the Board insuccession planning for the CEO; reviewing the Company’s and Board’s governance andapprising the Board of developments and best practices, taking into account the long-term bestinterests of all of the Company’s stockholders and the Company’s controlled- company statusunder the NYSE rules; and overseeing the evaluation process of the Board, its committees andmanagement.
Executive Committee. The Executive Committee has the responsibilities set forth in its
Charter. Except as otherwise required by law, rule, regulation or the By-laws of the Company,
the Executive Committee may, subject to the limitations set forth in the By-laws, exercise all of
the powers of the Board over the management and control of the business of the Company
during intervals between meetings of the Board. Traditionally, the Executive Committee acts
only when (a) exercising a power previously delegated by the Board; (b) there is an emergency;or (c) the action is merely pro forma and does not warrant the attention of the full Board. This
statement is not intended as a limitation on the Executive Committee’s authority.
Further, it should be clarified that these references are to the Executive Committee of the Board,which is separate from management executive committees that may exist from time-to-time.
Director Compensation
The Compensation Committee reviews and makes recommendations to the Board withrespect to the compensation provided to members of the Board. The Board has the ultimate
responsibility for setting director compensation. Board compensation may be paid in cash and/or
equity interests in the Company, and may consist of annual retainers, meeting fees and suchother components as it deems appropriate. In making its recommendations on director
compensation, the Compensation Committee should consider the following goals:●

Directors should be fairly compensated for the work involved in overseeing themanagement of a company the size and scope of the Company;●

Director compensation should be competitive with director compensation at other
U.S. companies of comparable size and scope as the Company; and●Director compensation should align Board members’ interests with the long-term
interests of the Company’s stockholders.

Directors who are employees of the Company will not receive additional compensation
for their service as directors, unless the Board determines otherwise.

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Director Orientation and Continuing Education
The Company will arrange for new directors to meet with senior leaders of the Company
in order for each new director to become familiar with the Company’s strategic plans, financial
statements, brands, properties, people and status as a publicly-listed, family-controlled company.
This orientation should begin as soon as practicable after the new director is elected or
appointed. In addition, from time to time, the Company will provide Board members withpresentations from Company and/or third party experts on topics that will assist Board members
in carrying out their responsibilities and arrange for periodic site visits to Company facilities.
Board Access to Management
Directors have full access to the officers of the Company. Management directors have theresponsibility to see that there is regular interaction between Company personnel and the Board,such as when officers and other employees appear from time to time before the Board in regularsession to report on the business or request Board action, or less formally, such as at a Board
dinner held in connection with a scheduled Board meeting.
Without limiting the generality of the foregoing, members of the Compensation
Committee have free and unimpeded access to members of the Human Resources Department
for purposes of obtaining information relating to executive compensation or other mattersrelevant to their responsibilities. Members of the Audit Committee have free and unimpeded
access to members of the Finance Department, including the Chief Financial Officer, membersof the Internal Audit Department, the Legal Department (including the General Counsel), andthe Disclosure Controls Committee to obtain information relating to their review of theCompany’s financial reporting and disclosure practices or other matters relevant to their
responsibilities.
Members of the Corporate Governance and Nominating Committee have free andunimpeded access to members of the Legal Department (including the General Counsel) for
purposes of obtaining information relating to corporate governance or other matters relevant totheir responsibilities.
Non-management directors seeking additional access to management outside of thechannels indicated above should arrange such access through the CEO or his or her designees.
Directors should use their best judgment to ensure that such meetings do not interfere withbusiness or inadvertently create the impression that employees should take instructions fromdirectors.
Board Access to Independent Advisors
The Board and each of its committees may retain and terminate such independent
advisors, including attorneys, accountants, investment bankers and other consultants, as it deems
necessary or appropriate to the performance of its duties from time to time. The Board orcommittee retaining such persons, as the case may be, has the sole authority to approve the feesand other retention terms of such independent advisors, which will be paid by the Company.

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Management Succession
On an ongoing basis (no less frequently than annually), the Board should plan forsuccession to the positions of CEO and Chair of the Board. The CEO should periodically review
with the Corporate Governance and Nominating Committee the succession plan for the othermost senior management positions of the Company.
Annual Performance Evaluation of the Board
The Corporate Governance and Nominating Committee assists the Board in the conductof an annual self-evaluation to determine whether it and its committees are functioning
effectively. An independent third party may be engaged to ensure the integrity and robustness of
the assessment. The self-evaluation may include anonymous comments in respect of theperformance of the Board, certain committees and/or specific directors in the context of thecriteria applicable to their membership on the Board. It is a collective responsibility of the Board
to see that all Board members contribute to the success of the Company and its long-term wellbeing, have a continuing interest in the Company’s business, and act in the best interests of theCompany’s stockholders.
Effect of Corporate Governance Guidelines
The Guidelines are intended as one of the components of the flexible framework within
which the Board and its committees direct and oversee the affairs of the Company. While these
Guidelines should be interpreted in the context of applicable laws, regulations and listing
requirements, as well as in the context of the Company’s Certificate of Incorporation and Bylaws, they are not intended to establish by their own force any legally binding obligations.
Amendment of Corporate Governance Guidelines
The Corporate Governance and Nominating Committee should review these Guidelines
from time to time as necessary or appropriate (but not less frequently than every three years), andshould report to the full Board for its consideration and adoption of any recommendations foramendment. The Board may amend, modify or make exceptions to these Guidelines from time totime in its discretion and consistent with its duties and responsibilities to the Company and its
stockholders.
Publication of Corporate Governance Guidelines
Consistent with NYSE listing requirements, these Guidelines will be posted on the
Company’s public website and will be made available in print to anyone who requests them.

May 23, 20249