TIAA Nominating and Governance Committee Charter
Adopted on June 16, 2004
Introduction
The Nominating and Governance Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to support the Board in promoting the best interests of the Company and its policyholders through the implementation of sound governance policies and practices. The Committee will accomplish this purpose by, among other things,
- Recommending to the Board the criteria and policies for consideration and selection of members of the Board and its committees,
- Identifying individuals suitable for Board membership and recommending to the Board the trustee nominees for election and to fill interim vacancies,
- Leading the Board in an annual review of the Board's performance,
- Recommending to the Board the structure, size and composition of the Board and its committees, the committee chairpersons, and nominees for presiding trustee,
- Recommending to the Board policies covering policyholder communications with trustees,
- Recommending to the Board governance guidelines for the Company that are consistent with sound governance principles and applicable legal and regulatory requirements.
This Charter of the Committee, which has been approved by the Board, constitutes a statement of the Committee's authority, structure and responsibilities. It provides guidelines for the Committee's interactions with the Board and the management of the Company.
Authority
The Committee shall address governance issues of the Company. The Committee shall have authority to retain or obtain advice from internal or external advisors as appropriate, and shall have sole authority to (i) retain and terminate any search firm to be used to identify potential trustees, (ii) retain and terminate independent consultants to assist in the evaluation of trustee compensation, and (iii) approve fees and other retention terms for such consultants. The Committee may also appoint subcommittees.
Composition
The Committee shall have at least three members, and only independent trustees may be members. Trustees shall be considered independent as long as they meet the independence requirements of the New York Stock Exchange or applicable rules, including rules that may be established by the Committee. Members of the Committee, including the Chairperson, shall be appointed annually by the Board and may be replaced by the Board.
Meetings
The Committee shall meet at least three times annually, or more frequently as circumstances require. The Chairperson of the Committee, in consultation with the other Committee members, shall direct the meeting agendas and determine the frequency and length of the Committee meetings. The Committee shall regularly report to the Board and shall regularly submit approved minutes of its meetings to the Board.
Responsibilities
The Committee's responsibilities include the following:
Nomination of Trustees
- Periodically review criteria for Board membership and the procedures by which candidates are considered and selected, and make recommendations to the Board as appropriate.
- Periodically review procedures by which policyholders can recommend trustee candidates and the Committee's policies with respect to consideration of those candidates.
- Prior to recommending nominees for election at the annual meeting of stockholders, the Committee shall consult with the TIAA Board of Overseers with respect to trustee candidates.
- Recommend to the Board of Trustees nominees for election as trustees.
- Recommend persons to fill interim vacancies on the Board.
Trustee Qualifications, Performance, and Related Issues element
- Periodically review the qualifications and independence of trustees.
- Conduct regular evaluations of trustee performance.
- Periodically review policies covering trustee attendance at meetings.
- Oversee matters related to trustee compensation.
Committee Structure, Composition and Effectiveness
- Determine the appropriate structure and composition of the Board and its committees and chairpersons in terms of expertise, independence, size and other factors that the Committee deems appropriate, and make recommendations to the Board as appropriate.
- Periodically review the Committee's charter and the charters of other committees and recommend changes to the Board as appropriate.
- Conduct annual evaluations of the Committee's effectiveness in discharging its responsibilities.
Board Performance
- Conduct regular evaluations of Board performance, including the effectiveness of the Board's oversight of management activities and the major operations of the Company and its affiliates, and report results to the Board at least annually.
Corporate Governance Policies and Practices
- Periodically review the Company's governance policies and practices to ensure that they are consistent with sound governance, comply with applicable laws and regulations and are appropriately disclosed, and recommend changes to the Board as appropriate.
- Periodically review policies covering shareholder communications with trustees, including the public disclosure of such policies on the Company's website and elsewhere, and make recommendations to the Board as appropriate.
- Review any proposed changes to the Company's governing documents and recommend appropriate action to the Board.
