CORPORATE GOVERNANCE GUIDELINES As amended by the Board of Directors as of October 6 , 2016 I. Purpose of Guidelines These corporate governance… [617901]

AVON PRODUCTS, INC.

CORPORATE GOVERNANCE GUIDELINES

As amended by the Board of Directors as of October 6 , 2016

I. Purpose of Guidelines

These corporate governance guidelines are intended to set a proper “tone at the top,” by promoting
good corporate citizenship and responsible business practices, and to establish a common set of
expectations to assist the Directors in performing their duti es in accordance with applicable
requirements, and thereby build long -term value for the Company’s shareholders. These guidelines
represent the policy of the Company, as adopted by the Board of Directors. The Board will review
and, if appropriate, amend th ese guidelines from time to time.

II. Responsibilities of the Board of Directors

The Board of Directors is elected by shareholders to oversee management and protect shareholders’
long-term interests in the Company.

Basic responsibilities

The Direct ors’ most basic responsibility is to exercise their business judgment to act in a manner that
they reasonably believe is in the best interest of the Company and its shareholders, and, in
discharging this obligation, may rely on members of the Company’s man agement and on the
Company’s outside advisors and auditors. Directors must fulfill their responsibilities consistent with
their fiduciary duties to the Company’s shareholders and in compliance with all applicable laws and
regulations. Each Director must al so comply with the applicable provisions of the Company’s Code
of Conduct and the Trading in Avon Securities Policy.

Attendance and Participation

Directors are expected to attend all regularly scheduled Board meetings and meetings of the Board
Committees on which they serve, and to use their best efforts to attend any special meetings and
annual meetings of shareholders.

Directors are expected to spend the time and effort needed to discharge their responsibilities and to
read the materials provided by the Company prior to each Board and Committee meeting and
participate actively in each such meeting.

Orientation and Continuing Education

Within three months of being first elected to the Board, a Director is expected to participate in the
Company’s orientation program for new Directors, including meetings with senior management to
familiarize the Director with the Company’s business model, properties and operations, strategic
plans, significant financial and accounting issues, compliance programs and principal officers, as
appropriate. Thereafter, management will continue to keep the Directors informed of major business,
financial, regulator y and governance trends and issues that may affect the Company’s business. The
Company also encourages continuing education for its Directors and will provide reimbursement for

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reasonable expenses associated therewith.

Annual Self -Assessment

The Board of Directors and the Board Committees, through the Nominating and Corporate
Governance Committee, conduct an annual self -assessment to determine whether the Board and its
Committees are functioning effectively. Such assessment is based in part on each Dire ctor’s
evaluation of the Board as a whole and of each Committee on which he or she serves. The results of
the assessment are discussed with the Board.

III. Membership on the Board

Size of the Board of Directors

The Company’s Certificate of Incorporat ion provides that the Board shall consist of a minimum of 10
and a maximum of 20 Directors. The Company’s By -Laws provide that the Board shall consist of 11
Directors, or such other number, not less than 10 nor more than 20, as shall be fixed by the Board
from time to time , subject to the rights of the holders of shares of any class or series of preferred
stock (or shares of common stock issued upon conversion of such shares of preferred stock) . The
Nominating and Corporate Governance Committee will perio dically make recommendations to the
Board regarding the appropriate size of the Board, such that the Board maintains its expertise and
independence while still being able to function effectively as a body.

Independence of the Members of the Board

A maj ority of the members of the Board of Directors must be “independent,” as defined from time to
time by the listing standards of the New York Stock Exchange and other applicable laws and
regulations. The Board will strive to ensure that all non -management Di rectors are independent. The
Board assesses the independence of its members on at least an annual basis.

A Director shall not be independent if:

(1) (i) the Director is or has been within the last three years an Avon Associate or, in the case of
his or her immediate family member, is or has been within the last three years an executive
officer of the Company; provided , that employment as interim CEO or other executive officer
does not disqualify a Director from being independent once that employment ceases; or

(ii) the Director or his or her immediate family member, has received more than $120,000
during any twelve -month period within the three prior years in direct compensation from the
Company, excluding: (A) director and committee fees and pension or other forms of deferred
compensation for prior service (as long as that compensation is not contingent in any way on
continued service); (B) any compensation received for service as an interim CEO or other
executive officer; and (C) any compensation received by an immediate family member for
service as an Associate (other than an executive officer) of the Company; or

(iii) (A) the Director is a current partner or employee of a firm that is the Company’s internal
or external auditor; (B) the Director has an immediate family member who is a current
partner of such a firm; (C) the Director has an immediate family member w ho is a current
employee of such a firm and personally works on the Company's audit; or (D) the Director or

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an immediate family member was within the last three years a partner or employee of such a
firm and personally worked on the Company's audit within that time; or

(iv) the Director or immediate family member is, or has been within the last three years,
employed as an executive officer of another company where any of the Company’s present
executive officers serves or has served on the compensation com mittee of that company; or

(2) the Director is a current employee or an immediate family member is a current executive
officer of a company that has made payments to, or has received payments from, the
Company for property or services (excluding contribu tions by the Company to tax -exempt
organizations) in an amount which, in any of the last three fiscal years, exceeded the greater
of $1,000,000 or 2% of that other company’s consolidated gross revenues.

For purposes of these Corporate Governance Guidelin es, “immediate family member” includes a
Director’s spouse, parents, stepparents, children, stepchildren, siblings, mothers – and fathers -in-law,
sons- and daughters -in-law, brothers – and sisters -in-law, and anyone (other than domestic employees)
who shares the Director’s home.
In addition, the Board must affirmatively determine at least annually that the Director does not have a
material relationship with the Company, either directly or indirectly as a partner, shareholder or
officer of an organization tha t has a relationship with the Company. In making this determination, the
Board will broadly consider all relevant facts and circumstances and will consider this issue not
merely from the standpoint of the Director, but also from that of persons or organiza tions with which
the Director has an affiliation. This consideration will include: (1) the nature of the relationship; (2)
the significance of the relationship to the Company, the other organization and the individual
Director; (3) whether or not the relat ionship is solely a business relationship in the ordinary course of
the Company’s and the other organization’s businesses and does not afford the Director any special
benefits; and (4) any commercial, industrial, banking, consulting, legal, accounting, cha ritable,
familial and other relationships; provided , that ownership of a significant amount of the Company’s
stock will not, by itself, be a bar to independence. In assessing the independence of Directors and the
materiality of any relationship with the Co mpany and the other organization, the Board has
determined that a relationship in the ordinary course of business involving the sale, purchase or
leasing of property or services will not be deemed material if the amounts involved, on an annual
basis, do no t exceed the greater of (i) $1,000,000 or (ii) 1% of Avon’s revenues or 1% of the
revenues of the other organization involved.
The Company will disclose either on its website or in its annual proxy statement any contributions it
makes to any tax -exempt or ganization in which an independent Director serves as an executive
officer if, within the preceding three years, contributions in any single fiscal year exceeded the
greater of $1,000,000 or 2% of that tax -exempt organization’s consolidated gross revenues.

Other Qualifications

The Nominating and Corporate Governance Committee is responsible for making recommendations
to the Board regarding additional qualifications for Board membership. All Directors should possess
the highest standards of personal and professional ethics, character and integrity. The Nominating
and Corporate Governance Committee also takes into account all other factors it considers
appropriate, which may include professional experience, knowledge, diversity of backgrounds and

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the exten t to which the candidate would fill a present or evolving need on the Board.

Other Board Service

The Board recommends that, except in unusual circumstances, if a Director is the CEO of a public
company, such Director limit the number of boards on which he or she sits to the boards of one other
public company (in addition to the Company’s Board and that of his or her employer) . If a Director is
not the CEO of a public company, the Board recommends that, except in unusual circumstances, he
or she sit on th e boards of no more than four other public companies (in addition to the Company’s
Board).

A Director must notify the Chairman and the Secretary in advance of accepting an invitation to join a
board of a public or private company or a non -profit or charitable organization.

Selection of Directors

The Nominating and Corporate Governance Commit tee is responsible for identifying individuals
qualified to become Board members, consistent with criteria approved by the Board, and for making
recommendations to the Board regarding: (i) nominees for Board membership to fill vacancies and
newly created p ositions, and (ii) the persons to be nominated by the Board for election at the
Company’s annual meeting of shareholders. In making its recommendations, the Nominating and
Corporate Governance Committee evaluates each candidate based on the independence an d other
qualification standards described above. The Board then determines whom to elect to the Board,
pending the next annual election by shareholders.

If there is a need for a new Director because of an open position on the Board or because the Board
has determined to increase the total number of Directors, the Nominating and Corporate Governance
Committee may retain a third -party search firm to locate candidates that meet the needs of the Board
at that time.

The Nominating and Corporate Governance Co mmittee does not solicit Director nominations, but
will consider Director candidates recommended by shareholders if properly submitted to the
Committee. Shareholders wishing to recommend persons for consideration by the Committee as
nominees for election t o the Board of Directors can do so by writing to the Nominating and
Corporate Governance Committee, c/o Corporate Secretary, Avon Products, Inc., 601 Midland
Avenue, Rye, NY 10580 . Recommendations must include the propos ed nominee’s name, detailed
biographical data, work history, qualifications and corporate and charitable affiliations, as well as a
written statement from the proposed nominee consenting to be named as a nominee and, if nominated
and elected, to serve as a Director. Shareholders of record may also nominate candidates for election
to the Board by following the procedures set forth in the Company’s By -Laws.

To be eligible to be a nominee for election or reelection as a Director, a person must satisfy the
requirements set forth under Section 1 6, Article III of the By -Laws of the Company with respect to
the completion and submission of a questionnaire and representation and agreement.

The By -Laws provide for the annual election of Directors by majority vote of the shareholders (in
uncontested elections).

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Tenure

In accordance with the Company’s Certificate of Incorporation and By -Laws, Directors serve one –
year terms. The Board does not believe in limiting the number of terms that a Director may serve, as
term limits could deprive the Company and its shareholders of valuable Director experience and
familiarity with the Company and its operations.

Resignation and Retirement

In an uncontested election of Directors ( i.e., an election where the only nominees are those
recommended by the Board of Directors), any incumbent Director who receives a greater number of
votes “withheld” from his or her election than votes “for” his or her election will promptly tender his
or her r esignation to the Board of Directors pursuant to Section 15, Article III of the By -Laws of the
Company.

If a majority of the members of the Nominating and Corporate Governance Committee received a
greater number of votes “withheld” from their election th an votes “for” their election at the same
election, then the independent Directors who are on the Board who did not receive a greater number
of votes “withheld” from their election than votes “for” their election (or who were not standing for
election) wil l appoint a Board committee amongst themselves solely for the purpose of considering
the tendered resignations and will recommend to the Board whether to accept or reject them. This
Board committee may, but need not, consist of all of the independent Direc tors who did not receive a
greater number of votes “withheld” from their election than votes “for” their election or who were
not standing for election.

If a Director’s job or other professional responsibilities changes significantly from the job or
responsibilities that the Director held when he or she joined the Board, the Director is expected to
offer his or her resignation from the Board to the Nominating and Corporate Governance Committee.
The Nominating and Corporate Governance Committee will recom mend to the Board whether or not
such resignation should be accepted and the Board will decide whether or not to accept such
resignation.

A non -management Director may not stand for reelection if he or she would be age 72 or older at the
time of the election. The Board may, however, ask such Director to remain on the Board in
extraordinary circumstances if the Board believes that such Direct or will continue to make significant
contributions to the work of the Board. A CEO who retires or leaves the Company is expected to
submit simultaneously his or her resignation from the Board and will not be renominated for
membership on the Board unless o therwise determined by the Board.

To the extent that one or more Directors’ resignations are accepted by the Board, the Nominating and
Corporate Governance Committee will recommend to the Board whether to fill such vacancy or
vacancies or to reduce the s ize of the Board.

IV. Chairman of the Board

The Board believes that it is in the best interests of the Company and its shareholders for the Board,
from time to time, to assess the Board leadership structure, including whether to separate or combine
the roles of the Chairman and CEO, based upon the Company’s circumstances at such time.

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The rights and responsibilities of the Chairman shall include the following:

(i) Presiding at all meetings of the Board, including executive sessions of non -management
directors;
(ii) Presiding at all meetings of the shareholders of the Company, or appointing another member
of the Board to preside, in accordance with the By -Laws;
(iii) Together with the CEO and Secretary and with input from the Lead Independent Director,
establishing the agenda for each regular meeting of the Board;
(iv) Calling special meetings of the Board, as appropriate, in accordance with the By -Laws, and
establishing the agenda for any such meetings called by the Chairman;
(v) Conducting a formal performance review of the CEO on behalf of the independent directors;
(vi) Ensuring that there is an appropriate process for informing the Board through distribution of
information and reports;
(vii) Overseeing the annual self -assessment process of the Board and each Committee;
(viii) Serving as th e principal liaison between the non -management directors and management;
(ix) Retaining such outside advisors as the Chairman deems appropriate;
(x) Serving as an ex-officio , non -voting member of each standing committee of the Board of
which he is not a member. Th e Chairman’s participation as an ex-officio member at any
meeting will not affect the presence or absence of such a committee’s quorum. In
acknowledgement of the numerous committee meetings, the Chairman will decide, in his sole
discretion, which committe e meetings he will attend in an ex-officio capacity;
(xi) Receiving regular reports from the CEO;
(xii) Coordinating periodic Board input and reviewing management’s strategic plans for the
Company;
(xiii) Assisting and advising the Company’s CEO in connection with corporat e strategy and
personnel and organizational matters;
(xiv) Leading the Board’s review of a succession plan;
(xv) Assisting and advising the CEO in the development and monitoring of budgets, operations
and similar plans;
(xvi) Having a reasonable opportunity to review an d comment on the agenda for any special
meeting of the Board that is not called by the Chairman; and
(xvii) Performing such other duties specified by the Board from time to time.

V. Lead Independent Director

The Board shall elect a Lead Independent Director. The Lead Independent Director shall have the
right to (i) preside at all meetings of the Board at which the Chairman is not present, (ii) have a
reasonable opportunity to review and comment on Board meetin g agendas other than the agenda for
any special meeting of the Board called by the Chairman , (iii) serve as a liaison between the
Chairman and the other members of the Board ( provided that, in no event shall the Chairman be
restricted from communicating di rectly with the other members of the Board), and (iv) have the
authority to call special meetings of the Board and establish the agenda for any such meetings
(subject to Section IV(xvi)).

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VI. Board Meetings

Frequency and Scheduling

The Board holds regularly scheduled meetings approximately six times a year. The scheduling of
these meetings is determined by the Chairman, in consultation with the CEO and Secretary, with
input from members of the Board. The Secretary prepares a schedule for such regular meetings on an
annual basis and timely notifies the Board of any changes in the schedule.

Strategic Review Meeting

At least once a year, the Board holds an extended meeting during which the Board reviews the
Company’s short -term and l ong-term strategic goals and initiatives and other significant issues that
are expected to affect the Company in the future.

Agendas

The Chairman of the Board, CEO and the Secretary establish the agenda for each regular Board
meeting, taking into consi deration subjects requested by the Directors and with input from the Lead
Independent Director. The Chairman or the Lead Independent Director shall establish the agenda for
any special meeting called by such Director. Any Director may suggest items for in clusion on the
agenda and may raise at any meeting a subject that is not on the agenda. Certain items pertinent to
the oversight and monitoring function of the Board are brought to the Board regularly. The
Chairman shall be given a reasonable opportunity to review and comment on the agenda for any
special meeting of the Board that is not called by the Chairman.

The agenda for a regular meeting generally includes an executive session of the non -management
Directors, reports of Board Committee activities, a report of management and presentations on one or
more business subjects.

Briefing Materials

To the extent practical, the Secretary distributes the agenda and the associated briefing materials to
the Directors approximately one week in advance of each Board meeting, to allow the Directors time
to prepare for a meaningful discussion of the items at the meeting.

Attendance of Members of Management; Access to Others

Members of management attend Board or Committee meetings or portions thereof to partici pate in
the discussion or to make presentations relating to areas of the Company’s operations for which they
are responsible, as appropriate.

Directors have full and direct access to all Avon Associates and the Company’s outside advisors. The
Board may also retain its own independent legal, accounting, financial and other advisors, as it
deems appropriate, for whom the Company shall pay the fees and expenses.

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Executive Sessions

The non -management Directors meet in regularly scheduled executive sessio ns, as needed, in
connection with scheduled Board meetings, without the management Directors or other members of
management. If the non -management Directors include a Director who is not independent, the
independent non -management Directors will meet at le ast once a year in executive session.

The Company’s Chairman presides at all executive sessions of the Board. In the absence of the
Chairman from any executive session, the Lead Independent Director shall preside at such executive
session. In the absence of both the Chairman and the Lead Independent Director, the non –
management or independent Directors, as the case may be, will choose from amongst themselves one
Director to preside at such executive session.

An interested person who wishes to contact the Chairman, the Lead Independent Director or the non –
management or independent Directors as a group may do so by addressing his or her correspondence
to the Chairman, the Lead Independent Director or the non -management Directors, c/o Corporate
Secretary, Av on Products, Inc., 601 Midland Avenue, Rye, NY 10580 . All correspondence addressed
to a Director will be forwarded to that Director.

VII. Board Committees

Standing Committees

The Board of Directors has four standing Committees: Audit; Compensation and Management
Development; Nominating and Corporate Governance ; and Finance . The responsibilities of each
Committee are set forth in its charter, as established by the Board of Directors, which are available
on th e Company’s website.

Membership on the Standing Committees

Size of Committees; Qualifications for Membership

Each Committee must consist of at least three Directors.

Each member of a Committee must meet the independence standard described above . The members
of the Audit Committee and Compensation and Management Development Committee must at all
times meet the additional independence and experience requirements applicable to such Committee
established by the listing standards of the New York Stock Exchange and other applicable laws and
regulations.

The Company has a policy prohibiting the members of its Audit Committee from serving on the audit
committees of more than two other public companies, in addition to the Company’s Audit
Committee.

Selection of Committee Members

The Nominating and Corporate Governance Committee periodically makes recommendations to the
Board regarding Committee membership assignments. In making such recommendations, the
Nominating and Corporate Governance Committee con siders the independence and other

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requirements, as well as the mix of skills and experience needed for each Committee. In addition, for
membership on the Compensation and Management Development Committee, the Nominating and
Corporate Governance Committee w ill seek as one of several key factors experience other than
serving as a current or former chief executive officer of a public company.

The Board rotates Committee membership periodically and generally rotates the Chairs of the
Committees approximately every five years, although it retains discretion to make exceptions to this
practice in appropriate circumstances.

Generally, each Direct or is expected to serve on at least one Committee. Due to the significant
demands on their time, however, neither the Chair of the Audit Committee nor the Chair of the
Compensation and Management Development Committee may serve as the Chair of any other Bo ard
Committee.

Meetings of Committees

The Chair of a Committee, in consultation with senior management, determines the frequency,
scheduling and agendas of Committee meetings. Committee members may suggest items for
inclusion on the agenda and may raise at any meeting a subject that is not on the agenda. The
Secretary for each Committee distributes the agenda and, to the extent practical, the associated
briefing materials to the Committee members approximately one week in advance of each Committee
meetin g, to allow the Committee members time to prepare for a meaningful discussion of the items at
the meeting.

The Chair of each Committee ensures that sufficient time is allotted for each Committee meeting to
ensure that the agenda is covered in its entiret y. Meetings of the Audit Committee that are scheduled
in conjunction with Board meetings are typically held on the day before the Board meeting to ensure
that there is sufficient time for discussion of all pertinent issues.

The Committees meet in executi ve session from time to time, as needed.

Access of and to Committees

Each Committee has full and direct access to all Avon Associates and the Company’s outside
advisors, and has the authority to retain its own independent legal, accounting, financial a nd other
advisors, as such Committee deems appropriate, for whom the Company shall pay the fees and
expenses.

Any Associate who has a complaint or other concern involving accounting, auditing or other
financial matters relating to the Company has direct access to the Audit Committee, in accordance
with the Company’s Code of Conduct and the procedures set forth the rein.

VIII. Director Compensation, Stock Ownership Guideline and Indemnification

Director Compensation

The Nominating and Corporate Governance Committee is responsible for periodically reviewing and
making recommendations to the full Board regarding the compensation of non -management
Directors. In setting this compensation, the Nominating and Corporate Governance Committee
considers the form and amount of compensation necessary to attract and retain individuals who are

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qualified to serve on the Board and to align the interests of the Directors with those of the
shareholders. The Committee also considers the impact on the perceived independence of the
Directors of compensation in excess of customary amounts and of indirect compensation, such as
consulti ng contracts and charitable contributions to organizations with which a Director is affiliated.

Directors who are employed by the Company or any subsidiary of the Company receive no
remuneration for their services as a Director. The Company maintains a Compensation Plan for Non –
Employee Directors, which currently provides that each non -management Dir ector may receive an
annual retainer consisting of cash and an annual grant of restricted stock units. In addition to the
annual retainer, each non -management Director receives a retainer for service on each Board
Committee of which he or she is a member a nd an additional fee if he or she serves as Chair of a
Board Committee, as Chairman or as Lead Independent Director.

Director Stock Ownership Guideline

The Board has adopted a stock ownership guideline for non -management Directors requiring them to
own common stock of the Company having a value equal to or greater than $350,000. Such Directors
have five years from the date of their election to the Board to achieve the required ownership level.
Shares of stock owned of record or beneficially by such Dire ctors (including shares owned by
members of their immediate families), shares of restricted stock and restricted stock units are counted
toward satisfaction of this ownership guideline; vested and unvested stock options do not count
toward the stock owners hip guideline. The Board may waive this stock ownership guideline for any
Director if the receipt of equity awards or the ownership of Company common stock by such
Director would violate any policies or procedures to which such Director is subject in conn ection
with his or her employment.

Director Indemnification

The Directors are entitled to the benefits of indemnification to the fullest extent permitted by law, the
Company’s Certificate of Incorporation and By -Laws. It is expected that the Company wil l maintain
reasonable directors’ and officers’ liability insurance for the benefit of the Directors.

IX. Management Development and Succession Planning

The Compensation and Management Development Committee shall, along with the Chairman,
discharge the responsibilities relating to management development and succession planning
including (i) responsibility for development actions and succession plans for the Company’s
Executive Committee, providing oversight of development plans for individuals identified as
potential successors, and reviewing such plans with the Board (ii) reviewing and evaluating the
Company’s talent management and succession planning approach, philosophy and key processes ;
(iii) reviewing and recommending to the Board any actions relati ng to talent management and
succession planning for the CEO succession plans and the development plans for those individuals
identified as potential successors to the CEO and (iv) establishing and thereafter periodically
reviewing, with input from the inde pendent members of the Board, the policies and principles for the
selection and performance review of the Company’s CEO as well as CEO succession in the event of
an emergency or the retirement of the CEO.

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In consultation with the other independent members of the Board, the Compensation and
Management Development Committee evaluates the performance of the CEO in light of established
goals and objectives, and, based on this evaluation, determines and approves the compensation level
of the CEO.

The Chairman, on behalf of the independent Directors, conducts a formal performance review with
the CEO.