February 2, 2012 - SURS

MINUTES
Meeting of the Corporate Governance Committee
of the Board of Trustees of the
State Universities Retirement System
4:00 p.m., Thursday, February 2, 2012
Callan Associates, 120 North LaSalle Street
11 th Floor, Chicago, Illinois 60602
The following Trustees were present: Mr. Mitchell Vogel, Chair; Dr. Jeffrey Beaulieu, Mr.
Matthew Berns, Dr. John Engstrom, Dr. J. Fred Giertz, Ms. Carrie Hightman, Ms. Dorinda
Miller, Mr. Steven Rogers and Dr. Marva Williams.
Others present: Mr. William Mabe, Executive Director; Mr. Albert Lee, Associate General
Counsel; Mr. Daniel Allen, Chief Investment Officer; Mr. Douglas Wesley, Deputy Chief
Investment Officer; Ms. Kimberly Pollitt, Senior Investment Officer; Mr. Joseph Duncan, Ms.
Lou Ann Fillingham and Mr. Tony Lee, Investment Officers; Ms. Marilyn Branson, Investment
Governance and Compliance Officer; Ms. Pam Butler, Director of Outreach; Ms. Beth Spencer,
Communications Manager; Ms. Stefanie Rice, Executive Assistant; Ms. Mary Pat Burns of
Burke, Burns & Pinelli; Mr. Ryan Ball, Ms. Sally Haskins and Mr. Bo Abesamis of Callan
Associates.
Due to time constraints, the Investment Committee recessed in order for the Corporate
Governance Committee to convene for purposes of a presentation by Marco Consulting Group.
RECAP OF THE 2011 PROXY VOTING SEASON
Mr. Greg Kinczewski and Ms. Maureen O’Brien of Marco Consulting Group provided an
overview of the 2011 proxy voting season. A copy of staff’s memorandum entitled “Marco
Consulting Group 2011 Proxy Report” is incorporated as a part of these Minutes as Exhibit 1.
The Marco Consulting Group’s SURS Executive Summary 2011 Proxy Report is incorporated as
a part of these Minutes as Exhibit 2.
On motion by Trustee Vogel, the Corporate Governance Committee recessed to reconvene the
Investment Committee meeting.
Later, the Corporate Governance Committee reconvened and the following Trustees were present:
Mr. Mitchell Vogel, Chair; Dr. Jeffrey Beaulieu, Mr. Matthew Berns, Dr. John Engstrom, Dr. J.
Fred Giertz, Ms. Carrie Hightman, Ms. Dorinda Miller, Mr. Steven Rogers and Dr. Marva
Williams.

Others present: Mr. William Mabe, Executive Director; Mr. Albert Lee, Associate General
Counsel; Mr. Daniel Allen, Chief Investment Officer; Mr. Douglas Wesley, Deputy Chief
Investment Officer; Ms. Kimberly Pollitt, Senior Investment Officer; Mr. Joseph Duncan, Ms.
Lou Ann Fillingham and Mr. Tony Lee, Investment Officers; Ms. Marilyn Branson, Investment
Governance and Compliance Officer; Ms. Pam Butler, Director of Outreach; Ms. Beth Spencer,
Communications Manager; Ms. Stefanie Rice, Executive Assistant; Ms. Mary Pat Burns of
Burke, Burns & Pinelli; Mr. Ryan Ball, Ms. Sally Haskins and Mr. Bo Abesamis of Callan
Associates.
Roll call attendance was taken. Trustee Beaulieu, present; Trustee Berns, present; Trustee
Engstrom, present; Trustee Giertz, present; Trustee Hightman, present; Trustee Miller, present;
Trustee Rogers, present; Trustee Vasquez, absent; Trustee Vogel, present; Trustee Williams,
present.
Trustee Vogel called the meeting to order at approximately 4:00 p.m.
APPROVAL OF MINUTES
Trustee Vogel presented the Minutes from the Corporate Governance Committee meeting of
December 8, 2011. Trustee Beaulieu moved that:
• The Minutes from the December 8, 2011, Corporate Governance Committee meeting be
approved as presented.
Motion seconded by Trustee Miller and carried with all Trustees present voting in favor.
CHAIRPERSON’S REPORT
Trustee Vogel advised that the next Council of Institutional Investors (CII) conference is
scheduled for April 1 - 3, 2012, at the Omni Shoreham Hotel in Washington, DC and encouraged
Trustee attendance. The Committee discussed the educational requirements pursuant to Public
Act 96-0006 and whether attendance to said conference would satisfy some of the requirements.
The CII conference has been previously approved and Trustees will be able to satisfy the
educational requirements needed.
APPROVAL OF PROXY POLICY STATEMENT
Trustee Vogel noted small changes to the Proxy Policy Statement. Ms. Marilyn Branson
reviewed the proposed changes to the Proxy Policy Statement which pertained to golden
parachutes, compensation granted to an executive as a result of a merger or takeover.
Trustee Beaulieu moved that:
• The revised Proxy Policy Statement be approved as presented.
Motion seconded by Trustee Miller and carried with the majority of the vote in favor and
Trustee Giertz and Trustee Rogers voting present only.

A copy of staff’s memorandum entitled “Review of SURS Proxy Policy Statement” is
incorporated as a part of these Minutes as Exhibit 3. A redline copy of SURS Proxy Policy
Statement is incorporated as a part of these Minutes as Exhibit 4. A copy of CII’s Corporate
Governance Policies is incorporated as a part of these Minutes as Exhibit 5.
INFORMATIONAL ITEMS NOT REQUIRING COMMITTEE ACTION
The following items were provided for reference and are incorporated as a part of these Minutes:
1. Exhibit 6 – PIMCO Q&A December 2011
2. Exhibit 7 – Fiscal Year 2012 Work Plan – Corporate Governance Committee
3. Exhibit 8 – January 2012 report entitled “Key Performance Indicators for Investors to
Assess Labor & Human Rights Risks Faced by Global Corporations in Supply Chains”
There being no further business to come before the Committee, Trustee Beaulieu moved that the
meeting be adjourned. Motion seconded by Trustee Engstrom and carried.
Respectfully submitted,
WEM:ssr
Mr. William E. Mabe
Secretary, Board of Trustees