Governance documents

The Board of Directors of American Woodmark Corporation (the "Company") sets high standards for the Company's employees, officers and directors. Implicit in this philosophy is the importance of sound corporate governance. It is the duty of the Board of Directors to serve as a prudent fiduciary for shareholders and to oversee the management of the Company's business. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

On May 25, 2021, as a part of its periodic review of the Code of Business Conduct and Ethics (the “Code”) and the Code of Ethics for the Chief Executive Officer and Senior Financial Officers (the “Financial Officer Code”), the Board of Directors of American Woodmark Corporation approved certain amendments to the Code. These amendments, among other things, expand the scope of items covered by the Code, consolidate the principles found in the Financial Officer Code into the Code and more fully describe the process for reporting potential violations of the Code and the mechanisms for holding any individual who violates the code accountable. This description of the amendments is qualified in its entirety by reference to the amended and restated Code, which is available above.