TIAA Nominating and Governance Committee Charter
Amended as of February 12, 2009
Purpose
The Nominating and Governance Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities through the implementation of sound governance policies and practices.
Responsibilities
The Committee's responsibilities include:
- Recommending the criteria, policies and procedures for the consideration and selection of members of the Board and its committees;
- Identifying individuals suitable for Board membership and recommending the nominees for election and to fill interim vacancies;
- Consulting with the TIAA Board of Overseers with respect to trustee candidates;
- Adopting procedures by which policyholders can recommend trustee candidates and the policies for consideration of those candidates;
- Overseeing matters related to trustee compensation;
- Leading the Board in an annual review of the performance of the Board, its committees and individual trustees;
- Recommending the structure, size and composition of the Board and its committees and nominees for chairman of the Board;
- Reviewing the Committee's charter and the charters of other committees and recommending changes to the Board as appropriate;
- Recommending policies for policyholder communications with the Board and individual trustees;
- Recommending governance guidelines for the Company that are consistent with sound governance principles and applicable legal and regulatory requirements;
- Recommending any proposed changes to the Company's governing documents; and
- Conducting an evaluation of the Committee's performance on an annual basis.
Membership and Organization
- The Committee shall consist of at least four members, all of whom shall be independent as that term defined by the Listing Standards of the New York Stock Exchange and of Section 1202(b) of the New York Insurance Law.
- The members of the Committee shall be appointed by the Board at its regularly scheduled meeting in or about July of each year and shall serve one year terms or until their successors are elected or their earlier resignation or removal.
- The Board shall appoint members for a period shorter than one year in the event of a vacancy.
- The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
- The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.
Meetings
- The Committee shall meet at least four times per year.
- The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.
- A majority of members shall constitute a quorum.
- A majority of the members present shall decide any question brought before the Committee.
Advisors
- The Committee shall have the authority, at the expense of the Company, to retain such advisors as it shall deem appropriate without prior management approval.
Performance Review
- The Committee shall evaluate its performance annually and report its conclusions to the Board.
