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Governance

Tiffany & Co. adheres to sound corporate governance principles and is structured to enable continued improvement and leadership on key sustainability issues.

Our Directors, officers and employees are
committed to the ethical principles embodied
within our practices, guidelines and standards.

BOARD OF DIRECTORS
Tiffany & Co. is governed by a Board of Directors elected by the Company’s stockholders. In 2012, the Board consisted of nine Directors. Seven of the nine Directors were affirmatively determined as “independent” by the Board, in that none of them had a material relationship with the Company (directly or as a partner, stockholder or officer of any organization that had a relationship with the Company) and in that each also met the requirements to be considered “independent” under the New York Stock Exchange Governance Rules.

Qualifications for the Board of Directors are available in the Proxy Statement on the Tiffany & Co. Investor Relations website.

The Board is responsible for oversight of the Company’s strategy and operations and establishes committees, as appropriate, to address specific areas of the Company’s business. The Board also delegates certain authorities to the Company’s Chief Executive Officer, who then may delegate authorities to other members of Management of the Company. Michael J. Kowalski currently serves as Chairman of the Board of Directors and also as the Company’s Chief Executive Officer.

The Board meets regularly, receives updates from committees of the Board and Tiffany & Co. Management on a wide variety of topics throughout the year and reviews actions recommended for approval. Full details on the Board of Directors, its activities, committees, composition and compensation can be found on the Tiffany & Co. Investor Relations website.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE OF THE BOARD
Based on the importance of sustainability and corporate responsibility to Tiffany & Co., the Board of Directors established a Corporate Social Responsibility Committee (CSR Committee) in 2009.

The role of the CSR Committee is to review and evaluate Management’s goals, initiatives and practices for social responsibility and to recommend goals, initiatives and practices for social responsibility to the full Board of Directors.

The Committee identifies key environmental and social responsibility issues that may affect the business, brand image and reputation of the Company and provides oversight of corporate responsibility programs. To view the full charter and mission of the CSR Committee, visit the Tiffany & Co. Investor Relations website.

Realizing the importance of corporate social
responsibility to the sustainable growth of
the business and our ongoing commitment to
grow Tiffany’s business in an environmentally and
socially responsible manner, the Board of Directors
established the Corporate Social Responsibility
Committee to ensure that we remain committed
and focused on these endeavors.

— Lawrence K. Fish, Chairman – Corporate Social Responsibility Committee, Tiffany & Co. Board of Directors

INTEGRATING SUSTAINABILITY AND CORPORATE RESPONSIBILITY
Corporate responsibility has long been a priority of Tiffany & Co.; however, as external awareness and leading practices have evolved, we have enhanced our management structure and internal processes to enable continued improvement and leadership on key sustainability issues.

Tiffany & Co. corporate responsibility efforts are highlighted by the leadership of our Chairman and CEO, Michael J. Kowalski. Our Vice President of Global Sustainability & Corporate Responsibility, reporting directly to the Chairman and CEO, oversees the Global Sustainability & Corporate Responsibility Department and monitors sustainability efforts for the Company.

The Global Sustainability & Corporate Responsibility Department works to ensure that Tiffany & Co. operates in the most responsible manner. The Department works collaboratively with our internal and external stakeholders to continuously improve corporate responsibility performance and play a leadership role within the industry.

POLICIES AND PROCEDURES
The Tiffany & Co. Code of Business and Ethical Conduct for Directors, the Chief Executive Officer, the Chief Financial Officer and All Other Officers of the Company provides principles which these persons are expected to adhere to and to advocate in the performance of their corporate duties.

The Tiffany & Co. Business Conduct Policy sets forth expectations of Tiffany employees, including compliance with all relevant laws and regulations. This policy prohibits payment of bribes or the acceptance of payments or other inappropriate gifts. It also sets expectations in areas such as potential conflicts of interest and political contributions. All employees are required to review the policy upon hire and thereafter on an annual basis to make sure that they understand these standards. Except where prohibited by local law, employees must confirm their understanding of the policy and either confirm their compliance with this policy or report any exceptions or violations of which they are aware.

Tiffany provides employees with means to anonymously report ethical or other concerns. These mechanisms are available globally, except where prohibited by local law. Matters reported through these mechanisms are evaluated and, if necessary, investigated as appropriate.

Tiffany & Co. is focused on implementing and enhancing our policies and procedures relating to environmental protection and social impacts. Key practices, embedded within our operations, include:

  • Employee training on, and acknowledgement of, the Tiffany & Co. Business Conduct Policy.
  • Employees whose responsibilities may involve interactions with government officials annually undergo training on the Foreign Corrupt Practices Act.
  • Responding to matters raised through the Company’s confidential reporting mechanisms (reviewed by the Audit Committee of the Board of Directors).
  • The Company’s Vendor Code of Conduct, acknowledged by vendors involved in the Company’s manufacturing and merchandise sourcing processes.
  • The Social Accountability Program, under which the Company and vendor manufacturing facilities are reviewed.
  • Tiffany & Co. Responsible Jewellery Council Code of Practices Policy – Worldwide, which states how Tiffany & Co. conducts our operations in accordance with the RJC Principles and Code of Practices.
  • Tiffany & Co. Safety, Health and Environmental Policies and Procedures for retail and non-retail locations.

Additionally, the Tiffany & Co. Internal Audit Department, which reports to the Audit Committee of the Board of Directors, provides independent, objective assurance and control advisory services to the Company to evaluate the effectiveness of risk management, control and governance processes. The Internal Audit Department also provides oversight and guidance to ensure compliance with applicable laws, regulations and company policies and to foster a positive and ethical work environment for employees.

POLITICAL CONTRIBUTIONS AND LOBBYING
Tiffany & Co. has advocated for a number of important policy decisions before various United States government authorities. For example, Tiffany & Co. has lobbied for the reform of U.S. mining laws to advance more environmentally responsible mining techniques, to encourage the environmental reclamation of historic mines and to protect areas of exceptional natural or cultural value from mine development.

The Tiffany & Co. Board of Directors adopted the Tiffany & Co. Principles Governing Corporate Political Spending on November 17, 2011. These principles apply globally to Tiffany & Co. and its controlled affiliates. The 2012 Annual Political Spending Disclosure was reported to the CSR Committee of the Board in March 2013 and can be found on the Investor Relations website.