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2012 PROXY OUTLOOK. Stephen L. Brown, Director of Corporate Governance & Associate General Counsel TIAA-CREF November 3, 2011. TIAA-CREF. Long-term investor with long-term focus $440 billion assets under management (as of 9/30/11) Serving over 3.7 million participants
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2012 PROXY OUTLOOK Stephen L. Brown, Director of Corporate Governance & Associate General Counsel TIAA-CREF November 3, 2011
TIAA-CREF • Long-term investor with long-term focus • $440 billion assets under management (as of 9/30/11) • Serving over 3.7 million participants • Long history of corporate governance leadership • Dedicated professional corporate governance staff working in conjunction with investment team
TIAA-CREF’S APPROACH TO CORPORATE GOVERNANCE • Responsible, reasonable & rational approach to corporate governance • Balance two goals – protecting shareholder interests while respecting the duty of boards and managers to direct and manage the affairs of the corporation • Monitoring & engagement with portfolio companies to promote better corporate governance is part of investment philosophy • Use of Quiet diplomacy www.TIAA-CREF.org/Policystatement
2012 PROXY OUTLOOK • Continuation from 2011 Proxy Season • Say on Pay • Social & Environmental Proposals • Political Contributions • Focus on the Quality of Disclosure • New Issues for 2012 • Proxy Access Shareholder Proposals • Delaware as Exclusive Jurisdiction for Derivative Suites and other Intra-corporate Disputes • More nuanced/creative executive compensation proposals