Corporate Governance

Blyth, Inc. (the "Company") observes high ethical standards in all of its activities. To that end it has established the Company Code of Conduct (the "Code"). The Company seeks to ensure

• That all employees abide by all applicable legal, regulatory and administrative standards, as required by the Code, as well as the ethical standards set forth in the Code;
• That all transactions and corporate assets are properly accounted for; and
• That all audits are thorough and complete and to maintain the confidence of employees; stockholders, customers, vendors and the public in the quality of the Company's accounting and public reporting.

To help accomplish these objectives, the Audit Committee has established the following procedures for: (i) the receipt, retention, and treatment of complaints received by the Corporation from employees and others regarding violations of applicable legal, regulatory and administrative standards, or the Code, including accounting, internal accounting controls, or auditing matters ("Complaints"); and (ii) the confidential, anonymous submission of such Complaints by employees of Blyth and its subsidiaries and others.

Submision of Accounting Complaints

Complaints may be reported to the Blyth Inc. Audit Committee by calling the Blyth, Inc. toll free Compliance Line operated by Global Compliance Services, Inc., an independent service provider, at 1-800-300-0471. Callers will remain anonymous if so requested.

Persons submitting Complaints are encouraged to provide as much detail as possible; the quality and specificity of the information provided in the complaint will largely determine the ability to investigate and to rectify any problem.

The person communicating a Complaint may do so anonymously. If the Complaint is made anonymously, neither the Company nor its Board of Directors will make any special effort to identify the person making the communication. In some situations the identity of the caller may be implicitly disclosed by the information disclosed because of the nature of the matter reported, despite the best efforts to maintain confidentiality. All Complaints submitted will be treated confidentially. If the person communicating the Complaint identifies himself or herself to the Company or its Board of Directors, the Company will not disclose the person's identify without his or her permission or unless required by law to do so. Information contained in Complaints may be summarized, abstracted and aggregated for purposes of analysis and investigation.

Executive officers and other employees authorized to speak with investors and members of the public on behalf of the Company, who receive questions from regulators, investors, analysts and others who evaluate or follow the Company's financial condition and results of operations, shall report promptly to the Director of Internal Audit and the Controller any Complaints made to them, without regard to the officer's or employee's belief regarding the validity or materiality of the subject matter of the Complaint.

Federal law protects employees reporting questionable accounting, internal control or, auditing matters and prohibits employers from discharging, harassing or in any manner discriminating against anyone providing information about questionable accounting or auditing matters. Accordingly Blyth prohibits any director, officer, or employee from retaliating or taking any adverse action against anyone for raising or helping to resolve any such complaint. Complaints regarding retaliation should be reported and shall be handled in the same manner as Complaints, set forth above.

Treatment of Complaints

All Complaints will be sent to Blyth's Director of Internal Audit with a copy to the chair of the Audit Committee. The Director of Internal Audit will determine whether to investigate the matter or to forward the matter to the Corporate Controller or others for investigation, depending on the nature of the complaints.

All Complaints will be tracked and investigated by either the Internal Audit group, the Corporate Controller's staff, or others charged with the investigation, with assistance where necessary from the legal staff in the normal manner, except as the Audit Committee may request.

The Director of Internal Audit will forward a copy of each Complaint received to the Chief Executive Officer and the Chief Financial Officer, provided that a copy will not be forwarded to an officer if the matter under investigation involves the acts or omissions of that officer.

The Corporate Controller or a designee will make a presentation at each regular meeting of the Audit Committee regarding the Complaints referred to him since the last report on such matters and the status of investigation of unresolved matters. To the extent necessary, the Director of Internal Audit will make a similar report to the Audit Committee of any investigations it has carried out without referring the matter to the Corporate Controller.

If the Corporate Controller or the Director of Internal Audit has received or been notified of a Complaint that the Corporate Controller or a designee determines may require evaluation by the Audit Committee prior to the next regularly scheduled meeting, the Corporate Controller or Director of Internal Audit or a designee shall contact the Chairman of the Audit Committee so that the Chairman may decide whether an earlier evaluation is warranted.

Notwithstanding the above, the Corporate Controller or Director of Internal Audit or a designee will immediately inform the Audit Committee if he has received or been notified of a Complaint that involves matters that are material to the financial statements, involves accounting or auditing procedures or involves a corporate officer.

The Audit Committee may delegate one or more of its members, or the Corporate Controller or Director of Internal Audit or a designee to investigate Complaints received by the Company. Delegation decisions should be made on a case-by-case basis, taking the nature and the significance of the complaint into consideration. The person conducting an investigation of Complaints on behalf of the Audit Committee should be vested with all authority and power of the Committee, including the power to retain advisors and independent counsel to assist in carrying out such investigation or proposing a solution. The person investigating the complaint should report in writing to the Audit Committee in a timely manner all findings of fact, conclusions and proposed recommendations for remedial actions, if any.

In any investigation, due regard should be given to the rights of any person accused of wrongdoing, without compromising the need for a thorough investigation.

Retention of Records

The Corporate Controller will have custody of all records of Complaints. After the retention period of seven years, the records of complaints may be disposed of in accordance with Company policy. Any information developed in the course of responding to a complaint or investigations regarding such complaint should be documented and retained as confidential information pursuant to the Company's document retention policy.

Implementation of Policy

The Audit Committee is responsible for the implementation of this Statement of Policy and the provisions outlined herein. It may interpret the statement of Policy and make judgments about the application of the procedures. It may request reports from the Company's executives about the implementation of this Statement of Policy and take any other steps in connection with that implementation as it deems necessary. The Audit Committee shall review this Statement of Policy annually, and may amend this Statement of Policy in its discretion.