BROWN-FORMAN CORPORATION
Audit Committee Charter
Purpose: The purpose of the Audit Committee (the “Committee”) of the Board of Directors(“Board”) of Brown-Forman Corporation (“Company”) is to assist in the Board’s oversight
responsibilities regarding: (1) the integrity of the Company’s financial statements, (2) theCompany’s systems of internal accounting and financial controls, (3) the qualifications,
independence and performance of the independent auditor, (4) the performance of the Company’s
internal audit function, (5) the Company’s compliance with legal and regulatory requirements, and(6) the Company’s policies and processes for assessment and management of its enterprise risks.
In addition, the Committee shall prepare the report required by the rules of the Securities andExchange Commission (the “SEC”) to be included in the Company’s annual proxy statement.
The Committee’s role is one of oversight. It is responsible for assisting the Board in the specified
areas of the Board’s own oversight responsibilities. In fulfilling its role, the Committee shall not
be responsible for preparing the Company’s financial statements, determining that the Company’sfinancial statements and disclosures are complete and accurate, or that they comply with generally
accepted accounting principles (“GAAP”) and applicable laws and regulations, nor for planningor conducting audits. These are responsibilities of Company management or the independentauditor. Company management is also responsible for managing the Company’s enterprise risk
policies and processes and for reporting to the Committee on them.
Committee Membership: The Committee shall be composed of at least three directors, each ofwhom shall be independent in accordance with the applicable rules of the New York Stock
Exchange and the SEC, as determined by the Board. The Board shall appoint the members of theCommittee and its Chair. The members of the Committee shall serve for such term or terms asthe Board may determine or until earlier resignation or death. The Board may remove any
member of the Committee at any time with or without cause in its discretion. Each Committee
member shall be financially literate and at least one member of the Committee shall be an “auditcommittee financial expert” (as defined by the SEC). Committee members may not serve on theaudit committee of more than three public companies, including the Company’s, unless theBoard has determined that this service will not detract from the member’s service on theCommittee.
Meetings: The Committee shall meet at least four times a year or more frequently as
circumstances require. The Committee Chair shall preside at each meeting. In the event theCommittee Chair is not present at a meeting, the Committee members present at the meetingshall designate one of its members as the acting chairperson of the meeting. The Committee isgoverned by the same rules regarding meetings (including meetings in person or by telephone orother similar communications equipment), action without meetings, notice, waiver of notice, andquorum and voting requirements as are applicable to the Board.
The Committee shall meet periodically with management, the Director of Internal Audit, and theCompany’s independent auditors in separate executive sessions, and have other independentinteractions as the members of the Committee deem appropriate. The General Counsel and theChief Risk, Ethics and Compliance Officer have authority to communicate at any time with theChair of the Committee about any material legal or compliance matter involving the Company.

1Committee Authority and Responsibilities: The principal responsibilities and authority of theCommittee are listed below.
Auditor Oversight: The Committee has sole authority to appoint, retain or replace the independent
auditor. The Committee shall be directly responsible for determining compensation and overseeing
the work of the independent auditor for the purpose of preparing or issuing an audit report orrelated work, including resolution of any disagreements between management and the independent
auditor regarding financial reporting. The independent auditor shall report directly to theCommittee. The Committee shall pre-approve all auditing services and permitted non-audit
services to be performed by the independent auditor, including fee estimates and fees. TheCommittee will consider and, if appropriate, give advance approvals to specified classes of nonaudit services in accordance with policies adopted by the Committee.
The Committee also has authority to select, compensate, oversee and replace any other registeredpublic accounting firm (in addition to the independent auditor) engaged for the purpose ofpreparing or issuing an audit report or performing other audit, review or attest services for theCompany.
The Committee will also receive and review reports from the Company’s internal audit function
on the scope of its activities.
Oversight of Financial Statement Integrity: The Committee shall assist the Board in fulfilling its
oversight responsibility for the integrity of the Company’s financial statements and financial
reporting processes.
Oversight of Enterprise Risks: The Committee is responsible for the oversight of the Company’s
policies and processes on enterprise risk assessment, risk management and compliance, including
cybersecurity risk.
Oversight of Financial Reporting and Accounting Controls Risks: The Board has delegated to theCommittee primary responsibility to assist it in overseeing the Company’s policies and processes
with respect to the most significant financial reporting and accounting control risks andmanagement’s monitoring and management of those risks. The Committee does not have primary
responsibility to oversee specific risk policies or processes in other areas.
Oversight of ESG Disclosures: The Committee is responsible for the oversight of the Company’senvironmental, social, and governance (“ESG”) disclosures and reporting.
Right to Delegate and to Retain Advisors: The Committee may delegate authority to one or moremembers when appropriate, including authority to pre-approve audit and permitted non-audit
services, provided that decisions of its member(s) shall be presented to the full Committee at its
next scheduled meeting.
The Committee may retain such independent counsel and other advisors as it deems appropriate
to assist it in fulfilling its responsibilities. The Committee shall receive appropriate funding fromthe Company – as determined by the Committee – for payment of compensation to the independent
auditor and any advisors engaged by the Committee, and for the payment of ordinary
administrative expenses of the Committee that are necessary or appropriate in carrying out its
duties.
2In carrying out its oversight responsibilities, the Committee, to the extent it deems necessary orappropriate, shall:
1.

With respect to the independent auditor:•

Before the engagement of an independent auditor and at least annually thereafter,
review and discuss with the independent auditor the independent auditor’s written
communications to the Committee regarding the relationships between the auditor andthe Company that, in the auditor’s professional judgment, may reasonably be thought
to bear on its independence and affirm in writing to the Committee that the auditor isindependent.

•Review and evaluate the lead partner of the independent auditor team.

•Obtain and review a report from the independent auditor at least annually regarding:(a) the independent auditor’s internal quality-control procedures, (b) any material
issues raised by the most recent internal quality-control review, or peer review, of theindependent auditor, or by any inquiry or investigation by governmental orprofessional authorities (including the Public Company Accounting Oversight Board(the “PCAOB”)) within the preceding five years with respect to one or more
independent audits carried out by the independent auditor and any steps taken to deal
with any such issues, and (c) (to assess the auditor’s independence) all relationships
between the independent auditor and the Company.

•Evaluate the qualifications, performance, and independence of the independent auditor,including considering whether the auditor’s quality controls are adequate and theprovision of permitted non-audit services is compatible with maintaining the auditor’sindependence, taking into account the opinions of management and the Director ofInternal Audit, and present its conclusions to the Board.

•Ensure the rotation of the lead audit partner as required by law and that the independent
auditor does not advise any of the Company’s designated executive officers on personal
financial or tax matters (unless specifically approved in advance by the Committee).

•Approves guidelines for the Company’s hiring of employees and former employees of
the independent auditor.

•Discuss with the independent auditor matters that are difficult or contentious for which
the independent auditor consulted outside the engagement team and that theindependent auditor reasonably determined are relevant to the Committee’s oversight of thefinancial reporting process.

•Meet with the independent auditor prior to the audit to discuss the planning and staffingof the audit.

•

Review with the independent auditor any audit problems or difficulties and any
significant disagreements with management and management’s response.

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2.

3.

With respect to oversight of the Company’s internal audit function:•

Review with the Chief Financial Officer the appointment and replacement of theDirector of Internal Audit.

•

Review a summary of audit reports to management prepared by the internal audit
department and management’s responses for significant audit findings.

•Discuss with the independent auditor and management the internal audit department
activities, budget and staffing and any recommended changes in the internal audit
function’s annual audit plan.

•Review the adequacy of the Company’s internal control over financial reporting(“internal controls”), including Sarbanes-Oxley processes, summaries of reports issued
to management, potential significant deficiencies and management’s response andprogress on recommendations made.

With respect to oversight of financial reporting and disclosure matters:•

Review and discuss with management and the independent auditor the Company’sannual audited financial statements and disclosures made in Management’s Discussion
and Analysis of Financial Condition and Results of Operations, and recommend to theBoard whether the audited financial statements should be included in the Company’sForm 10-K.

•Prior to the filing of the Company’s Form 10-Q, review and discuss with management
and the independent auditor the Company’s quarterly financial statements anddisclosures made in Management’s Discussion and Analysis of Financial Conditionand Results of Operations.

•Review and discuss with management and/or the independent auditor (a) major issues
regarding accounting principles and financial statement presentations, including any
significant changes in the Company’s selection or application of accounting principles,and major issues as to the adequacy of the Company’s internal controls and any special
audit steps adopted in light of material control deficiencies; (b) analyses prepared bymanagement and/or the independent auditor setting forth significant financial reporting
issues and judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative GAAP methods on thefinancial statements; (c) the effect of regulatory and accounting initiatives, as well as
off-balance sheet structures, on the financial statements of the Company; and (d) the type andpresentation of information to be included in earnings press releases (particularly focusing on
any use of “pro forma” or “adjusted” non-GAAP information), as well as review any
financial information and earnings guidance provided to analysts and rating agencies.

•Review and discuss with management (including the Director of Internal Audit) andthe independent auditor management’s internal control report and the independent
auditor’s integrated report prior to the filing of the Company’s Form 10-K.

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•Review and discuss with the independent auditor (a) all critical accounting policies andpractices to be used in the audit, (b) all alternative treatments of financial information
within GAAP that have been discussed with management, the ramifications of theiruse, and the treatment preferred by the independent auditor, and (c) any other material
written communications between the independent auditor and management, such as
any management letter or schedule of unadjusted differences.

•Discuss with management the Company’s earnings press releases, including the use ofnon-GAAP information, as well as financial information and earnings guidance
provided to analysts and rating agencies. This discussion may be done generally (bydiscussing the types of information to be disclosed and types of presentations to bemade).

•

Discuss with management and the independent auditor the effect of regulatory andaccounting initiatives as well as significant off-balance sheet structures, if and whenapplicable on the Company’s financial statements.

•Review and consider with the independent auditor the matters required to be discussed
by the applicable requirements of the PCAOB and the SEC.

With respect to oversight of the Company’s financial controls risk management, internalcontrols, and legal and regulatory compliance:•Obtain from the independent auditor assurance that, if it becomes aware of any illegalact, the Committee shall be adequately informed and obtain a report from theindependent auditor if it has reached specified conclusions with respect to illegal act.

•Discuss with management, the Company’s General Counsel or any designee of theGeneral Counsel, the Chief Risk, Ethics and Compliance Officer and the Director ofInternal Audit the overall adequacy and effectiveness of the Company’s legal,regulatory and ethics and compliance programs.

•Discuss with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, and, at least annually,
review and approve the Company’s decision to enter into swaps and other derivativetransactions that are exempt from exchange-execution and clearance under “end-userexception” regulations established by the Commodity Futures Trading Commission.

•Review and discuss with management the Company’s enterprise risk assessment, risk
management and compliance, including cybersecurity risk, and related practices,guidelines, policies and processes.

•Receive and review reports from the Chief Executive Officer and Chief Financial
Officer of the Company for:otheir evaluation of the effectiveness of the Company’s disclosure controls andprocedures and internal controls.

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oall significant deficiencies in the design or operation of internal controls that
could adversely affect the Company’s ability to record, process, summarize andreport financial data.

oany material weaknesses in the internal controls.

oany fraud that involves management or other employees who have a significant
role in the Company’s internal controls.

•Establish procedures for receipt, retention and treatment of complaints received by theCompany regarding accounting, internal accounting controls or auditing matters, andthe confidential, anonymous submissions by employees of concerns regarding
accounting or auditing matters.

•Receive written or oral reports from the Company’s General Counsel or any designeeof the General Counsel regarding any legal matters that could have a significant impact
on the Company’s financial statements or compliance policies and internal controls.

•Review and, if appropriate, approve “related person transactions” (as such term isdefined by the SEC) in accordance with the Company’s Related Person Transaction
Policy.

Reports to Board and Stockholders: The Committee shall keep regular minutes of all
Committee meetings and report its actions and determinations to the Board from time-to-time as
the Committee deems necessary or appropriate and make such recommendations as it may deem
necessary or appropriate. The Committee shall provide to stockholders in the Company’s annual
proxy statement a Committee report that complies with the reporting requirements of the SEC.
Annual Review of Charter and Committee Performance Review: The Committee shallannually review and evaluate its own performance. The Committee shall review this Charter at
least annually and recommend any changes to the Board for approval.

January 23, 2024

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