Code of Ethics For Senior Financial Officers

PurposeAt Brown-Forman Corporation (the “Company”), we pride ourselves on maintaining the highest
ethical standards in the conduct of our business. The Company’s Code of Conduct sets forth standardsof behavior for our employees regarding the ethical conduct of our business and our relations withthe public, customers, fellow employees, competitors, suppliers, the media, government, and others.
As a result of corporate scandals involving accounting and other financial misconduct, laws and rules
require the chief executive officer and senior financial officers of public companies to adhere to acode of ethics that is particularly focused on the behavior of individuals with primary responsibility
for financial and accounting functions, policies, and public disclosures. This Code of Ethics for Senior
Financial Officers (“Code of Ethics”) is incorporated into our Code of Conduct and constitutes acompliance guideline for our Senior Financial Officers.
While these ethical requirements have always been part of our Code of Conduct, by adopting thisCode of Ethics, the Company reaffirms its strong commitment to:●●●●●Honest and ethical conduct, including the ethical handling of actual or apparent conflicts ofinterest;
Full, fair, accurate, timely, and understandable disclosure in reports and documents that theCompany files with or submits to the Securities and Exchange Commission and in otherpublic communications made by the Company;
Compliance with applicable governmental laws, rules, and regulations, including, withoutlimitation, compliance with the Sarbanes-Oxley Act of 2002, as well as any implementing
regulations promulgated by the Securities and Exchange Commission and the corporate
governance rules of the New York Stock Exchange, and any other legal requirements that may
be imposed by governmental agencies and regulators to help restore investor confidence;
The prompt internal reporting of violations of the Code of Ethics to any of the persons set
forth on Exhibit A hereto; andAccountability and adherence to the Code of Ethics.

Senior Financial Officers
For the purposes of this Code of Ethics, the Company’s Senior Financial Officers are the:
1.
2.
3.
4.
5.
6.
7.

Chief Executive Officer
Chief Financial Officer
Chief Accounting Officer
General Auditor
Treasurer
Directors of Corporate Finance, Region Finance, Production Finance, Global Tax/Risk
Management, Corporate Strategy, and Investor Relations
Successor officers having substantially the same financial reporting responsibilities eventhough their job titles may be different.

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Standard of Conduct
The Company’s financial officers have always been expected to conduct the financial, accounting,reporting, and auditing activities of the Company with the highest ethical standards and incompliance with all laws and regulations. This Code of Ethics is not limited to the situations described
below, nor is it intended to address or anticipate all situations involving financial officers with respect
to the reliability and accuracy of our books, records, and accounts, as well as the integrity of all
financial disclosures and financial dealings of the Company. It is intended to convey that theCompany expects our Senior Financial Officers to engage only in conduct that is above reproach andthat fully reflects their duty to maintain reliable and accurate financial records and reports for theCompany.
Each Senior Financial Officer is required to:
1.
2.

3.

4.

5.

6.
7.
8.

Act in all Company financial and accounting matters with honesty, integrity, and fair dealing,
and in full compliance with all applicable laws and regulations.
Establish financial and accounting procedures that to the extent reasonably possible ensurethat the Company’s books and records are complete, accurate, and conform with applicablenational or international accounting standards.
Never approve, authorize, or participate in any activity that involves the falsification ofdocuments or accounts, the making of misleading or intentionally incomplete entries into theCompany’s books and records, or transactions or recording of business transactions off theCompany’s books and records. Any Senior Financial Officer who becomes aware of suchactivities is required to report them to his or her superior; if the matter is not promptly
corrected, the officer shall report it to the General Auditor, the General Counsel, or the Audit
Committee of the Board of Directors (the “Audit Committee”).
Elevate his or her duty of loyalty and care to the interests of the Company over any personal orfamily interest or the interests of third parties and avoid becoming involved in anytransaction that creates a material conflict of interest with the Company; and disclose to anyof the persons in Exhibit A for prior review and approval any situation that might reasonably
be expected to give an appearance of a personal benefit to the financial officer, his or her
family, or other third parties at the expense of, or to the disadvantage of the Company.
Impose systems and processes which, if followed and monitored, provide reasonableassurance that Company officers and directors do not use Company funds or assets forunauthorized (as opposed to approved perquisites) personal benefit, or for the benefit of theirrelatives or other third parties.
Engage in dealings with outside and internal auditors that are open, honest, and not
misleading.
Respect the confidentiality of information acquired in the course of one’s work except whenauthorized or otherwise legally obligated to disclose.
Avoid having an ownership interest in any other enterprise if that interest compromises yourloyalty to the Company. For example, you may not own an interest in a company thatcompetes with the Company or that does business with the Company unless you obtain thewritten approval of any of the persons listed on Exhibit A hereto before making any suchinvestment. However, it is not typically considered, and the Company does not consider it, aconflict of interest (and therefore prior written approval is not required) to make investments

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in competitors, clients, or suppliers that are listed on a national or international securities
exchange so long as the total value of the investment is less than one percent (1%) of theoutstanding stock of the company and the amount of the investment is not so significant that
it would affect your business judgment on behalf of the Company. Also, this is not intended toprohibit an ownership interest, of any amount, in a company that makes products thatcompete with the Company’s products, so long as the product line involved does not represent
more than five percent (5%) of the Company’s consolidated gross revenues for its last full
fiscal year.
9. Being employed by or serving as a director of a competitor of the Company is strictly
prohibited, as is any activity that is intended to or that you should reasonably expect toadvance a competitor’s interests at the expense of the Company’s interests. You may notmarket products or services in competition with the Company’s current or potential businessactivities. It is your responsibility to consult with the Chief Executive Officer to determine
whether a planned activity will compete with any of the Company’s business activities before
you pursue the activity in question. However, it is not typically considered, and the Company
does not consider it, a conflict of interest (and therefore prior written approval is not
required) to serve as a director of a company that makes products that compete with theCompany’s products, so long as the product line involved does not represent more than fivepercent (5%) of the Company’s consolidated gross revenues for its last full fiscal year. Theprovisions of this paragraph 9 do not apply to an employee who serves on the board of acorporation or joint venture at Brown-Forman’s request.
10. Directly, or through another of the Senior Financial Officers, fully, regularly, and accurately
report to the Audit Committee concerning material financial accounting and reporting
activities of the Company, including:○ any proposed significant changes in Company accounting policies and practices;○ assurance that the financial and accounting aspects of all projects, activities, reports,
or other business that come before them are lawful, accurate complete, inconformance with generally accepted accounting practices, corporate policy andprocedure, and not designed for some ulterior or misleading purpose;○ timely, accurate, and complete disclosures to the Audit Committee and others, asappropriate, of any violation of Company financial and accounting policies orprocedures; and○ annual assurance to the Audit Committee that internal financial control systems arereasonably designed to detect fraud in the financial books and records of theCompany.

Penalties for Failure to Comply
Senior Financial Officers who fail to comply with this Code of Ethics are subject to disciplinary action,
up to and including termination from the Company. The Company may also refer matters involving aviolation of this Code of Ethics to the relevant government regulatory and enforcement agencies, as
circumstances may warrant.

Confidential Disclosure and Monitoring Procedures

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All employees have the responsibility to report observed or suspected violations of law, Companypolicy, or this Code of Ethics, as well as any activity that might constitute financial fraud or financial
misconduct, to any one of the individuals listed in the attached Exhibit A or to the Audit Committee.
Like all employees, the Senior Financial Officers should each also promptly make all facts known tohis or her supervisor if at any time he or she believes that someone is engaged in an or may engage inan activity that violates the Brown-Forman Code of Conduct and Code of Ethics. If the employee
believes his or her supervisor may be engaged in the questionable activity or is reporting to someone
who may be so engaged, the employee should report the relevant facts to the Chief Ethics, Complianceand Risk Officer and General Counsel.
It is the duty of the responsible Chief Financial Officer, along with the Legal Department and theGeneral Auditor, to ensure that any suspected misconduct or financial fraud is disclosed promptly tothe Audit Committee.
A Senior Financial Officer may also report suspected misconduct or financial fraud directly to theAudit Committee.
For the complete Code of Conduct and reporting vehicles, refer to the Compliance Center on B-FPortal.

Penalties for Retaliation Against Employees Who Report Financial Misconduct InGood Faith
It is the Company’s policy that no employee who makes good faith reports of suspected misconduct,
including any violation of this or other the Company policies, guidelines, or procedures, shall suffer
retaliatory acts from any Company employee, officer, manager, or director. Any employee whobelieves that he or she is suffering retaliation for making a good faith report of a violation of this Codeof Ethics or other Company policy and procedure should notify the Chief Ethics, Compliance and RiskOfficer, General Counsel, the General Auditor, or the Audit Committee. Employees, officers,managers, or directors who are determined to have engaged in such retaliation are subject toimmediate termination of employment from the Company, as the situation and facts warrant.
EXHIBIT A*
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Chief Financial Officer: Leanne Cunningham, 502-774-7287
General Counsel and Secretary: Matthew Hamel, 502-774-7631
General Auditor: David Brown, 502-774-7073
Chief Ethics, Compliance and Risk Officer: Jerry Kral, 502-774-7839
Chief Accounting Officer: Kelli Nelson, 502-774-7197* This Exhibit A is intended to encompass the current positions listed above. If there is a change inpersonnel, the new person shall be deemed to be the occupant of the position. If there is a change in
the nature of the position, due to organizational restructuring or otherwise, then this Exhibit A shallbe deemed to be modified to include those positions exercising the same or similar functions as thepositions listed above, and the persons holding them from time to time.

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