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TIAA-CREF Issues New Edition of its Policy Statement on Corporate Governance

TIAA-CREF Issues New Edition of its Policy Statement on Corporate Governance

Published 03-13-07

Submitted by TIAA-CREF

NEW YORK, March 13, 2007 "“ TIAA-CREF, the financial services organization and the leading provider of retirement services in the academic, medical, research and cultural fields, today released a newly revised edition of its Policy Statement on Corporate Governance. The revision comprehensively updates TIAA-CREF's view of practices, policies and principles that comprise sound governance for portfolio companies.

Now in its fifth edition, the Policy Statement on Corporate Governance is intended to inform TIAA-CREF clients, portfolio companies and the public about the organization’s policies on corporate governance and social responsibility. The revision reflects developments in corporate governance, social and environmental policy, technology, market structure, globalization, cross-border and emerging-market investing and proxy voting. Highlights include:

  • TIAA-CREF's new policy in support of bylaw amendments requiring majority voting in director elections;

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  • Revised policies on executive compensation, reflecting TIAA-CREF's support for new federal disclosure rules, as well as TIAA-CREF's expectations for companies' Compensation Discussion and Analysis disclosures;

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  • TIAA-CREF's position of generally supporting shareholder advisory votes on compensation disclosure;

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  • New voting policies relating to such governance topics as lead directors, discretionary broker voting, shareholder advisory votes on compensation disclosure and shareholder access to the proxy;

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  • A new statement of policy governing TIAA-CREF trustees’ decision to withhold or vote against portfolio company directors;

  • Reformulated policies linking environmental and social issues directly to the strategic and governance responsibilities of corporate directors and executive management;

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  • TIAA-CREF's policy on securities lending and proxy voting;

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  • A detailed description of TIAA-CREF’s engagement policy and practices, including its policy on divestment; and

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  • TIAA-CREF's expanded program of international corporate governance.
A copy of the Policy Statement is available at:
http://www.tiaa-cref.org/pubs/pdf/governance_policy.pdf

"This Policy Statement embodies our longstanding view that sound governing practices and responsible behavior contribute significantly to corporate performance over the long term," said Herb Allison, Chief Executive Officer of TIAA-CREF. "It reflects more than a year of study and review by Trustees of TIAA and CREF together with our corporate governance staff and senior management, and furthers our mission to maximize long-term financial performance on behalf of individuals who have entrusted us with their retirement savings."

"We recognize that corporate governance standards must protect the interests of shareholders and respect the duty of boards and managers to direct and manage the affairs of the corporation," said John C. Wilcox, Senior Vice President and Head of Corporate Governance. "The policies set forth in this statement seek to ensure board and management accountability, sustain a culture of integrity, contribute to the strength and continuity of corporate leadership and promote the long-term growth and profitability of the business enterprise, while safeguarding our rights as shareholders."

While the 2007 Policy Statement covers many new matters, TIAA-CREF's longstanding focus on board accountability and its preference for constructive engagement rather than confrontational activism remain unchanged.

"Taken together, the revisions update our policy on a range of governance, environmental and social practices and policies to reflect current developments in each of these areas and our own commitment to responsible investing and good corporate citizenship," said Wilcox.

About TIAA-CREF

TIAA-CREF is a national financial services organization with more than $406 billion in combined assets under management (12/31/06) and is the leading provider of retirement services in the academic, research, medical and cultural fields. Further information can be found at www.tiaa-cref.org.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., distribute securities products.

Contact

Chad Peterson
212-916-4808
cpeterson@tiaa-cref.org

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TIAA-CREF

TIAA-CREF

TIAA-CREF is a national financial services organization with more than $380 billion in combined assets under management (6/30/06) and the leading provider of retirement services in the academic, research, medical and cultural fields.

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