Board of Overseers Corporate Governance Guidelines ... - TIAA-CREF

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• Recommending the criteria and policies for consideration and selection ofMembers and committee appointments, and, recommending nominees forelection or appointment to the TIAA Board of Overseers;• Reviewing reports from the TIAA Board of Trustees Nominating and GovernanceCommittee on the performance of TIAA Trustees, soliciting the preferences of thepolicyholders with respect to TIAA Trustee nominees, and nominating candidatesfor election by the TIAA Board of Overseers;• Reviewing reports from the Board of Managers of 730 Holdings on theperformance of managers of 730 Holdings, and nominating candidates forelection by the TIAA Board of Overseers;• Monitoring and evaluating the effectiveness of the TIAA Board of Overseers’governance structure, including its relationship with management, the TIAABoard, the CREF Board, and the Board of 730 Holdings;• Reviewing and defining the Mission, and reviewing matters requiring action bythe TIAA Board of Overseers in its capacity as the stockholder of TIAA and,currently, as owner of all of the membership interests in 730 Holdings, includingchanges to the corporate and/or governance structure of the TIAA Board ofOverseers and TIAA and their respective affiliates; and• Reviewing and recommending Member compensation.(2) Investment CommitteeThe TIAA Board of Overseers Investment Committee is required to have at least threemembers. The Investment Committee does not have a charter because the investmentportfolio of the TIAA Board of Overseers is de minimis. The Investment Committeeoversees the investment of the capital of the TIAA Board of Overseers and at least onemember of the committee shall approve each proposed investment of capital.(3) Committee on QuestionnairesThe TIAA Board of Overseers Committee on Questionnaires is required to have at leasttwo members. The responsibilities of the Committee on Questionnaires is to examineand report on the independence and any conflict of interest of the Overseers andtrustees of the TIAA Board and CREF Board, based on the responses submitted by theOverseers and trustees to the independence and conflict of interest questionnaires.-8-
2) CREF BOARD OF OVERSEERSa) OverviewAs a not-for-profit corporation, CREF does not have shareholders. Instead CREF hasMembers who have membership interests. Under the 1940 Act, CREF’s policyholdersvote for and elect CREF’s Trustees. This power was ceded to the CREF participants bythe Members as a condition of CREF’s registration as an investment company underthe 1940 Act.The CREF Members (the same individuals as the Members of the TIAA BoardOverseers) exercise governance powers similar to those of the Members of the TIAABoard of Overseers, except they do not elect the CREF Trustees. However, CREFMembers retained the right to be consulted regarding CREF Trustee candidates, to theextent permissible under the 1940 Act.b) ResponsibilitiesThe key responsibilities of the CREF Board of Overseers are:• Electing successor CREF Members;• Subject to 1940 Act requirements, consulting with the Chair of the CREFNominating and Governance Committee on the nomination of CREF Trusteesand CREF Trustee candidates. As part of this consultation, CREF Membersreview a report prepared by the Chair of the CREF Nominating and GovernanceCommittee on the performance and independence of the CREF Trustees;• Scheduling annual meetings of participants and CREF Members;• Calling special meetings of the CREF participants and CREF Members;• Defining the term “[participants] of record” to specify the manner in which thevalue of the participants’ CREF contracts shall be determined;• Subject to 1940 Act requirements, removing CREF Trustees for cause;• Bringing derivative actions for breach of fiduciary duty on behalf of CREF againstone or more CREF officers or CREF Trustees;• Approving mergers and consolidations, and the dissolution of CREF; and- 9 -
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Board of Overseers Corporate Governance Guidelines ... - TIAA-CREF

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