The primary function of the Nominating/Corporate Governance Committee is to assist the Board in matters of corporate governance. The Nominating/Corporate Governance Committee operates under the charter adopted by the Board. The charter may be viewed on the Company's website. Under its charter, the role of the Nominating/Corporate Governance Committee includes recommending to the Board:
policies on the composition of the Board,
criteria for the selection of nominees for election to the Board,
nominees to fill vacancies on the Board, and
nominees for election to the Board.
If you would like to submit the name of a candidate for the Nominating/Corporate Governance Committee to
consider as a nominee of the Board for director, you may send your submission at any time to the
Nominating/Corporate Governance Committee, c/o Mr. Patrick B. Dorsey, Corporate Secretary (Legal Department),
Tiffany & Co., 600 Madison Avenue, New York, New York 10022.
Candidates for director shall be selected on the basis of their business experience and expertise, with a view
to supplementing the business experience and expertise of management and adding further substance and insight
into board discussions and oversight of management.
The Nominating/Corporate Governance Committee evaluates candidates recommended by stockholders
in the same manner as it evaluates director candidates suggested by others.
CHARTER OF THE NOMINATING/CORPORATE GOVERNANCE COMMITTEE
OF THE BOARD OF DIRECTORS OF
TIFFANY & CO.
(Revised January 2004)
This Charter governs the operations of the Nominating/Corporate Governance Committee.
Composition of the Committee.
The Nominating/Corporate Governance Committee shall be comprised of three or more directors as determined by the Board of Directors.
Each of the directors serving on the Nominating/Corporate Governance Committee shall have been affirmatively determined by the Board of Directors to be an "independent director" under the New York Stock Exchange Corporate Governance Standards.
The members of the Nominating/Corporate Governance Committee shall be elected by the Board of Directors annually and shall serve until their successors are duly elected and qualified.
Unless a Chair is elected by the full Board of Directors, the members of the Nominating/Corporate Governance Committee may designate a Chair by majority vote of the full Committee membership.
The Chair of the Nominating/Corporate Governance Committee shall chair regularly scheduled executive sessions of the non-management directors of the Company meeting without management as required by the New York Stock Exchange Corporate Governance Standards.
Purpose of Committee.
The Purpose of the Nominating/Corporate Governance Committee is to:
identify individuals qualified to become board members consistent with criteria approved by the Board of Directors, and to select, or to recommend that the Board of Directors select, the director nominees for the next annual meeting of the stockholders;
develop and recommend to the Board of Directors a set of corporate governance principles applicable to the Company for disclosure as required under the New York Stock Exchange Corporate Governance Standards;
oversee, on behalf of the Board of Directors, the adoption of a code of business conduct and ethics for directors, officers and employees, for disclosure, and assure that procedures are in place so that waivers of such code for directors or executive officers are disclosed, all as required by the New York Stock Exchange Corporate Governance Standards.
Goals and Responsibilities.
The goals and responsibilities of the Nominating/Corporate Governance Committee are:
to develop, propose, discuss with and obtain the approval of the Board of Directors of criteria for the selection of new directors;
to develop, propose, discuss with and obtain the approval of the Board of Directors of corporate governance principles applicable to the Company;
to assist the Board of Directors in the oversight of its own performance and of management's performance in the area of corporate governance;
to recommend to the Board of Directors the optimal number of directors constituting the entire board;
to conduct, or have conducted, an annual performance evaluation of the Nominating/Corporate Governance Committee as required by the New York Stock Exchange Corporate Governance Standards.
Authority and Funding.
The Nominating/Corporate Governance Committee shall have all authority necessary or implied in order to carry out its duties and responsibilities. Without limitation to the generality of the foregoing, the Nominating/Corporate Governance Committee shall have the sole authority to engage and terminate the engagement of any search firm used to identify director-candidates, and such other advisers, experts and consultants, as it determines necessary to carry out its duties and responsibilities.
The officers of the Company shall provide and make available to the Nominating/Corporate Governance Committee, as it may determine, in its capacity as a committee of the Board of Directors, funds for payment of compensation to any advisers employed by the Nominating/Corporate Governance Committee pursuant to the foregoing paragraph.
Meetings.
The Nominating/Corporate Governance Committee shall meet as often as necessary to fulfill its functions.
Processes.
In carrying out its responsibilities, the Nominating/Corporate Governance Committee's policies and procedures should remain flexible in order to react to changing conditions and circumstances.
The Committee may delegate any of its functions to one or more subcommittees composed entirely of members of the Nominating/Corporate Governance Committee.
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