TIAA Corporate Governance and Social Responsibility Committee Charter
Amended as of February 12, 2009
Purpose
The Corporate Governance and Social Responsibility Committee ("Committee") is a standing committee of the Board of Trustees of Teachers Insurance and Annuity Association of America ("TIAA"), established to assist the Board in fulfilling its oversight responsibilities by recommending corporate governance and social responsibility policies, establishing guidelines for the voting of proxies of securities held by TIAA and approving shareholder initiatives.
Responsibilities
The Committee's responsibilities include:
- Periodically reviewing TIAA-CREF's Policy Statement on Corporate Governance ("Policy Statement") and recommending changes thereto;
- Approving voting guidelines on proxy proposals consistent with the Policy Statement;
- Commenting on the proposals of Congress, the Securities and Exchange Commission and other organizations on corporate governance and social issues that may affect the interests of TIAA;
- Reviewing the screening process used in the Social Choice Account and in similarly screened accounts;
- Advising management on proxy voting issues not covered by the guidelines; and
- Overseeing the submission of shareholder resolutions and communications with portfolio companies.
Membership and Organization
- The Committee shall consist of at least four members, all of whom shall be independent as that term is 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 independent accountants, lawyers or other 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.
