Exhibit 10.153





Exhibit 10.153




Tiffany & Co.

(a Delaware corporation)




Corporate Governance Principles




(as adopted by the full Board of Directors on January 15, 2004

as amended March 15, 2007 and further amended and restated September 16, 2010)




1. Director Qualification Standards; Size of the Board; Audit Committee Service.



a. A majority of the directors shall meet the independence requirements set forth in Section
303A.01 and .02 of the New York Stock Exchange Corporate Governance Rules. A director shall not be
deemed to have met such independence requirements unless the Board has affirmatively determined
that it be so. In making its determination of independence, the Board shall broadly consider all
relevant facts and circumstances and assess the materiality of each director’s relationship(s) with
the Corporation and/or its subsidiaries. If a director is determined by the Board to be
independent, all relationships, if any, that such director has with the Corporation and/or its
subsidiaries which were determined by the Board to be immaterial to independence shall be disclosed
in the Corporation’s annual proxy statement.



b. A director shall be younger than age 72 when elected or appointed and a director shall not
be recommended for re-election by the stockholders if such director will be age 72 or older on the
date of the annual meeting or other election in question, provided that the Board of Directors may,
by specific resolution, waive the provisions of this sentence with respect to an individual
director whose continued service is deemed uniquely important to the Corporation.



c. A director need not be a stockholder to qualify as a director, but shall be encouraged to
become a stockholder by virtue of the Corporation’s policies and plans with respect to stock
options and stock ownership for directors and otherwise.



d. Consistent with 1.a. above, 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 is responsible for
identifying individuals qualified to become directors, and for recommending to the Board director
nominees for the next annual meeting of the stockholders.



e. From time to time, the Nominating/Corporate Governance Committee will recommend to the
Board the number of directors constituting the entire Board. Based upon that recommendation, the
current nature of the Corporation’s business, and the talents and business experience of the
existing roster of directors, the Board believes that nine directors is an appropriate number at
this time.


 


 









 





f. The Board shall be responsible for determining the qualification of an individual to serve
on the Audit Committee as a designated “audit committee financial expert,” as required by
applicable rules of the SEC under Section 407 of the Sarbanes-Oxley Act. In addition, to serve on
the Audit Committee, a director must meet the standards for independence set forth in Section 301
of the Sarbanes-Oxley Act. To those ends, the Nominating/Corporate Governance Committee will
coordinate with the Board in screening any new candidate for audit committee financial expert or
who will serve on the Audit Committee and in evaluating whether to re-nominate any existing director who may serve in the capacity of audit committee financial expert or
who may serve on the Audit Committee. If an Audit Committee member simultaneously serves on the
audit committees of more than three public companies, then, in the case of each such Audit
Committee member, the Board must determine that such simultaneous service would not impair the
ability of such member to effectively serve on the Corporation’s Audit Committee and disclose such
determination in the Corporation’s annual proxy statement.



g. Any director who changes his or her employer or otherwise has a significant change in job
responsibilities, or who accepts or intends to accept a directorship with another public company
(or with any other organization that would require a significant time commitment) that he or she
did not hold when such director was most recently elected to the Board, shall (1) advise the
secretary of the Corporation of such change or directorship and (2) submit to the
Nominating/Corporate Governance Committee, in care of the secretary, a signed letter, addressed to
such Committee, resigning as a director of the Corporation effective upon acceptance of such
resignation by such Committee but void ab initio if not accepted by such Committee within ten (10)
days of receipt by the secretary. The secretary of the Corporation shall promptly advise the
members of the Nominating/Corporate Governance Committee of such advice and receipt of such letter.
The Nominating/Corporate Governance Committee shall promptly meet and consider, in light of the
circumstances, the continued appropriateness of such director’s membership on the Board and each
committee of the Board on which such director participates. In some instances, taking into account
all relevant factors and circumstances, it may be appropriate for the Nominating/Corporate
Governance Committee to accept such resignation, to recommend to the Board that the director cease
participation on one or more committees, or to recommend to the Board that such director not be
re-nominated to the Board.



h. Subject to 1.b above, directors of the Corporation are not subject to term limits.
However, the Nominating/Corporate Governance Committee will consider each director’s continued
service on the Board each year and recommend whether each director should be re-nominated to the
Board. Each director will be given an opportunity to confirm his or her desire to continue as a
member of the Board.



i. The Corporation has amended its By-Laws to provide for majority voting in the election of
directors. In uncontested elections, directors are elected by a majority of the votes cast, which
means that the number of shares voted “for” a director must exceed the number of shares voted
“against” that director. The Nominating/Corporate Governance Committee (or comparable committee of
the Board) shall establish procedures for any director who is not elected to tender his or her
resignation. The Nominating/Corporate Governance Committee will make a recommendation to the Board
on whether to accept or reject the resignation, or whether other action should be taken. The Board
will act on the



 


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Nominating/Corporate Governance Committee’s recommendation within 90 days following
certification of the election results. In determining whether or not to recommend that the Board
of Directors accept any resignation offer, the Nominating/Corporate Governance Committee shall be
entitled to consider all factors believed relevant by such Committee’s members. Unless applicable
to all directors, the director(s) whose resignation is under consideration is expected to recuse
himself or herself from the Board vote. Thereafter, the Board will promptly disclose its decision
regarding the director’s resignation offer (including the reason(s) for rejecting the resignation
offer, if applicable) in a Form 8-K furnished to the Securities and Exchange Commission. If the
Board accepts a director’s resignation pursuant to this process, the Nominating/Corporate
Governance Committee shall recommend to the Board whether to fill such vacancy or reduce the size
of the Board. If, for any reason, the Board of Directors is not elected at an annual meeting, they
may be elected thereafter at a special meeting of the stockholders called for that purpose in the manner provided
in the By-laws.



j. Including service on the Board of Directors of the Corporation, no director shall serve on
the board of directors (or any similar governing body) of more than six public companies.



2. Attendance and Participation at Board and Committee Meetings.



a. Directors shall be expected to attend six regularly scheduled board meetings in person, if
practicable, or by telephone, if attendance in person is impractical. Directors should attempt to
organize their schedules in advance so that attendance at all regularly scheduled board meetings
will be practicable.



b. For committees on which they serve, directors shall be expected to attend regularly
scheduled meetings in person, if practicable, or by telephone, if attendance in person is
impractical or if telephone participation is the expected means of participation. For committees
on which they serve, directors should attempt to organize their schedules in advance so that
attendance at all regularly scheduled committee meetings will be practicable.



c. Directors shall attempt to make time to attend, in person or by telephone, specially
scheduled meetings of the Board or those committees on which they serve.



d. Directors shall, if practicable, review in advance all meeting materials provided by
management, the other directors or consultants to the Board.



e. Directors shall familiarize themselves with the policies and procedures of the Board with
respect to business conduct, ethics, confidential information and trading in the Corporation’s
securities.



f. Nothing stated herein shall be deemed to limit the duties of directors under applicable
law.



3. Director Access to Management and Independent Advisors.


 


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a. Executive officers of the Corporation and its subsidiaries shall make themselves available,
and shall arrange for the availability of other members of management, employees and consultants,
so that each director shall have full and complete access with respect to the business, finances
and accounting of the Corporation and its subsidiaries.



b. The chief financial officer and the chief legal officer of the Corporation will regularly
attend Board meetings (other than those portions of Board meetings that are reserved for
independent or non-management directors or those portions in which the independent or
non-management directors meet privately with the chief executive officer) and the Board encourages
the chief executive officer to invite other executive officers and non-executive officers to Board
meetings from time to time in order to provide additional insight into items being discussed and so
that the Board may meet and evaluate persons with potential for advancement.



c. If the charter of any Board committee on which a director serves provides for access to
independent advisors, any executive officer of the Corporation is authorized to arrange for the payment of the reasonable fees of such advisors at the request of such a committee acting
by resolution or unanimous written consent.



4. Director Compensation.




a. Directors shall be compensated in a manner and at a level sufficient to encourage
exceptionally well-qualified candidates to accept service upon the Board and to retain existing
directors. The Board believes that a meaningful portion of a director’s compensation should be
provided in, or otherwise based upon appreciation in the market value of, the Corporation’s Common
Stock.



b. To help determine the form and amount of director compensation, the staff of the
Corporation shall, if requested by the Board provide the Board with data drawn from public company
filings with respect to the fees and emoluments paid to outside directors by comparable public
companies.



c. Contributions to charities with which an independent or non-management director is
affiliated will not be used as compensation to such a director and management will use special
efforts to avoid any appearance of impropriety in connection with such contributions, if any.



d. Management will advise the Board should the Corporation or any subsidiary wish to enter
into any direct financial arrangement with any director for consulting or advisory services, or
into any arrangement with any entity affiliated with such director by which the director may be
indirectly benefited, and no such arrangement shall be consummated without specific authorization
from the Board.



5. Director Orientation and Continuing Education.




a. Each executive officer of the Corporation shall meet with each new director and provide an
orientation into the business, finance and accounting of the Corporation.


 


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b. Each director shall be reimbursed for reasonable expenses incurred in pursuing continuing
education with respect to his/her role and responsibilities to the stockholders and under law as a
director.



6. Management Succession.




a. The Board, assisted by the Corporate Nominating/Corporate Governance Committee and the
Compensation Committee, shall select, evaluate the performance of, retain or replace the chief
executive officer. Such actions will be taken with (i) a view to the effectiveness and execution of
strategies propounded by and decisions taken by the chief executive officer with respect the
Corporation’s long-term strategic plan and long-term financial returns and (ii) applicable legal
and ethical considerations.



b. In furtherance of the foregoing responsibilities, and in contemplation of the retirement,
or an exigency that requires the replacement, of the chief executive officer, the Board shall, in
conjunction with the chief executive officer, oversee the selection and evaluate the performance of
the other executive officers.



7. Annual Performance Evaluation of the Board.



a. The Nominating/Corporate Governance Committee is responsible to assist the Board in the
Board’s oversight of the Board’s own performance in the area of corporate governance.



b. Annually, each director will participate in an assessment of the Board’s performance in the
area of corporate governance. The results of such self-assessment will be provided to each
director.



8. Matters for Board Review, Evaluation and/or Approval.



a. The Board is responsible under the law of the State of Delaware to review and approve
significant actions by the Corporation including major transactions (such as acquisitions and
financings), declaration of dividends, issuance of securities and appointment of officers of the
Corporation.



b. The Board is responsible, either through its committees, or as guided by its committees,
for those matters which are set forth in the respective charters of the Audit, Nominating/Corporate
Governance, Compensation and Corporate Social Responsibility  Committees or as otherwise
set forth in the corporate governance rules of the New York Stock Exchange.



c. The following matters, among others, will be the subject of Board deliberation on such
occasions as the Board may determine necessary or desirable but as least as often as required by
applicable law or by the corporate governance rules of the New York Stock Exchange:



i. the Board will review and if acceptable approve the Corporation’s operating plan for
each fiscal year, as developed and recommended by management;


 


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ii. the directors will review actual performance against the operating plan;



iii. the Board will review and if acceptable approve the Corporation’s five-year strategic
plan, as developed and recommended by management;



iv. the charters of all Board Committees will be reviewed and, if necessary, modified, by the
Board;



v. the delegation of authority to officers and employees for day-to-day operating matters of
the Corporation and its subsidiaries will be reviewed and if acceptable approved by the Board; and



x. the Corporation’s policies with respect to the payment of dividends and the repurchase
of the Corporation’s securities will be reviewed and if acceptable approved by the Board.



9. Management’s Responsibilities.




Management is responsible to operate the Corporation with the objective of achieving the
Corporation’s operating and strategic plans and building value for stockholders on a long-term
basis. In executing those responsibilities management is expected to act in accordance with the policies and standards established by the Board (including these principles), as well as in
accordance with applicable law and for the purpose of maintaining the value of the trademarks and
business reputation of the Corporation’s subsidiaries. Specifically, the chief executive officer
and the other executive officers are responsible for:



a. producing, under the oversight of the Board and the Audit Committee, financial statements
for the Corporation and its consolidated subsidiaries that fairly present the financial condition,
results of operation, cash flows and related risks in accordance with generally accepted accounting
principles, for making timely and complete disclosure to investors, and for keeping the Board and
the appropriate committees of the Board informed on a timely basis as to all matters of
significance;



b. developing and presenting the strategic plan, proposing amendments to the plan as
conditions and opportunities dictate and for implementing the plan as approved by the Board;



c. developing and presenting the annual operating plans and budgets and for implementing those
plans and budgets as approved by the Board;



d. creating an organizational structure appropriate to the achievement of the strategic and
operating plans and recruiting, selecting and developing the necessary managerial talent;


 


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e. creating a working environment conducive to integrity, business ethics and compliance with
applicable legal and Corporate policy requirements;



f. developing, implementing and monitoring an effective system of internal controls and
procedures to provide reasonable assurance that: the Corporation’s transactions are properly
authorized; the Corporation’s assets are safeguarded against unauthorized or improper use; and the
Corporation’s transactions are properly recorded and reported. Such internal controls and
procedures also shall be designed to permit preparation of financial statements for the Corporation
and its consolidated subsidiaries in conformity with generally accepted accounting principles and
any other legally required criteria applicable to such statements; and



g. establishing, maintaining and evaluating the Corporation’s disclosure controls and
procedures. The term “disclosure controls and procedures” means controls and other
procedures of the Corporation that are designed to ensure that information required to be disclosed
by the Corporation in the reports filed by it under the Securities Exchange Act of 1934 (the
“Act”) is recorded, processed, summarized and reported within the time periods specified in
the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by the
Corporation in the reports it files under the Act is accumulated and communicated to the
Corporation’s management, including its principal executive and financial officers, to allow timely
decisions regarding required disclosure. To assist in carrying out this responsibility,
management has established a Disclosure Control Committee, whose membership is responsible to the
Audit Committee, to the chief executive officer and to the chief financial officer, and includes
the following officers or employees of the Corporation: the president, the chief legal officer,
the head of finance, the chief information officer, the controller, the head of internal audit &
financial controls, the investor relations officer and the treasurer.



10. Meeting Procedures.



a. The Board shall determine whether the offices of chairman of the board and chief executive
officer shall be held by one person or by separate persons, and whether the person holding the
office of chairman of the board shall be “independent” or not. An “independent” director
meets the requirements for “independence” as referenced in item 1.a above.
“Non-management” directors include those who are independent and those who, while not
independent, are not currently employees of the Corporation or one of its subsidiaries.



b. The chairman of the board will establish the agenda for each Board meeting but the chairman
of the board will include in such agenda any item submitted by the presiding independent director
(see item 11.c below). Each Board member is free to suggest the inclusion of items on the agenda
for any meeting and the chairman of the board will consider them for inclusion.



c. Management shall be responsible to distribute information and data necessary to the Board’s
understanding of all matters to be considered and acted upon by the Board; such materials shall be
distributed in writing to the Board sufficiently in advance so as



 


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to provide reasonably sufficient
time for review and evaluation. To that end, management has provided each director with access to
a secure website where confidential and sensitive materials may be viewed. In circumstances where
practical considerations do not permit advance circulation of written materials, reasonable steps
shall be taken to allow more time for discussion and consideration, such as extending the duration
of a meeting or circulating unanimous written consent forms, which may be considered and returned
at a later time.




d. The chairman of the board shall preside over meetings of the Board.



e. If the chairman of the board is not independent, the independent directors may select from
among themselves a “presiding independent director”; failing such selection, the chairman
of the Nominating/Corporate Governance Committee shall be the presiding independent director. The
presiding independent director shall be identified as such in the Corporation’s annual proxy
statement to facilitate communications by stockholders and employees with the non-management
directors.



f. The non-management directors shall meet separately from the other directors in regularly
scheduled executive session, without the presence of management directors and executive officers of
the Corporation. The presiding independent director shall preside over such meetings.



g. At least once per year the independent directors shall meet separately from the other
directors in a scheduled executive session, without the presence of management directors,
non-management directors who are not independent and executive officers of the Corporation. The
presiding independent director shall preside over such meetings.



11. Committees.



a. The Board shall have an Audit Committee, a Compensation Committee and a
Nominating/Corporate Governance Committee which shall have the respective responsibilities
described in the charters of each committee. The membership of each such committee shall consist
only of independent directors.



b. The Board may, from time to time, appoint one or more additional committees, such as a
Dividend Committee and a Corporate Social Responsibility Committee.



c. The chairman of each Board committee, in consultation with the appropriate members of
management and staff, will develop the committee’s agenda. Management will assure that, as a
general rule, information and data necessary to the committee’s understanding of the matters within
the committee’s authority and the matters to be considered and acted upon by a committee are
distributed to each member of such committee sufficiently in advance of each such meeting or action
taken by written consent to provide a reasonable time for review and evaluation.



d. At each regularly scheduled Board meeting, the chairman of each committee or his or her
delegate shall report the matters considered and acted upon by such committee at each meeting or by
written consent since the preceding regularly scheduled Board meeting.


 


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e. The secretary of the Corporation, or any assistant secretary of the Corporation, shall be
available to act as secretary of any committee and shall, if invited, attend meetings of the
committee and prepare minutes of the meeting for approval and adoption by the committee.



12. Reliance.



Any director of the Corporation shall, in the performance of such person’s duties as a member
of the Board or any committee of the Board, be fully protected in relying in good faith upon the
records of the Corporation or upon such information, opinions, reports or statements presented by
any of the Corporation’s officers or employees, or committees of the Board, or by any other person
as to matters the director reasonably believes are within such other person’s professional or
expert competence.



13. Reference to Corporation’s Subsidiaries.



Where the context so requires, reference herein to the Corporation includes reference to the
Corporation and/or any direct or indirect subsidiary of the Corporation whose financial results are
consolidated with those of the Corporation for financial reporting purposes and reference to a
subsidiary of the Corporation shall be reference to such a subsidiary.




 


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