TIAA-CREF Continues Action on Corporate Governance

TIAA-CREF continues to take steps on behalf of its participants to strengthen shareholder rights and promote sound corporate governance practices in U.S. and international markets.
Some recent examples of TIAA-CREF’s shareholder advocacy and corporate engagement in action over the past year include:

– Proxy voting. In the 2006/2007 proxy season TIAA-CREF voted at more than 7,000 shareholder meetings, which included votes on more than 700 environmental, social and governance-related shareholder resolutions.

• Executive Compensation. TIAA-CREF supported over 95 percent of shareholder resolutions asking companies to adopt an advisory vote on executive compensation. Last month TIAA became one of the first U.S. companies to voluntarily adopt and the first to implement an advisory vote on executive compensation policy. The preliminary results, which will be finalized at noon today, are that 82% of policyholders who voted approved the quality of the company’s executive compensation plan and disclosure, including its connection to performance, achievement of TIAA’s business objectives and creation of long-term value for policyholders.
  
• Sustainability and community impact. TIAA-CREF supported 100 percent of shareholder resolutions asking companies to publish sustainability reports and over 70 percent of domestic shareholder resolutions asking companies to produce reports assessing impact on local communities.

– Engagement. TIAA-CREF engaged more than 200 companies to address executive compensation, board accountability, transparency, and social and environmental issues.

• Shareholder rights. TIAA-CREF engaged with ten of our largest portfolio companies incorporated in Delaware for the adoption of bylaw amendments requiring directors to be elected by a majority of shareholders present at the meeting. All ten companies have responded by changing their practices and adopting majority voting.
  
• Human rights in Sudan. TIAA-CREF has contacted more than 60 portfolio companies with operations in Sudan and identified 15 that directly or indirectly generate revenues for the Sudanese government or have other ties to the regime. While engagement continues, to date six companies have either committed to pulling out of the Sudan or no longer have operations in the country.

– Transparency. TIAA-CREF posts its proxy votes on tiaa-cref.org throughout the year, typically within a few weeks after each shareholder meeting.

– International corporate governance. TIAA-CREF continues to seek meaningful international standards for corporate governance, fair treatment of foreign and minority shareholders, equal access to information, and corporate transparency. Over the past year, the company’s international efforts included advocating for greater shareholder voting rights in France and Germany, and continuing to improve corporate governance standards in Asia. TIAA-CREF also works through international shareholder organizations to seek and develop better corporate governance standards.

– Applying sound governing practices to TIAA-CREF. While TIAA-CREF is not a public company, the organization has, where practicable, instituted practices it espouses for public companies in which it invests. In addition to the TIAA advisory vote on executive compensation, the College Retirement Equities Fund (CREF) may be the only investment company registered with the U.S. Securities and Exchange Commission under the Investment Company Act of 1940 to have a completely independent Board of Trustees, to hold annual shareholder elections of all trustees, and to hold an Annual Meeting, which takes place beginning at 9:30 am Eastern today.

In March 2007, TIAA-CREF published a new edition of its Policy Statement on Corporate Governance, which articulates our policies on corporate governance and social responsibility. The revised Policy Statement reflects recent developments in areas such as corporate governance, social and environmental policy, market structure, globalization, executive compensation and proxy voting.
For TIAA-CREF’s proxy voting record or to read the company’s Policy Statement on Corporate Governance visit http://www.tiaa-cref.org/about/governance.

Learn more about Socially Responsible Investing and Corporate Governance at TIAA-CREF.

About TIAA-CREF
TIAA-CREF (www.tiaa-cref.org) is a national financial services organization with more than $414 billion in combined assets under management (3/31/07) and the leading provider of retirement services in the academic, research, medical and cultural fields.

TIAA-CREF Individual & Institutional Services, LLC, and Teachers Personal Investors Services, Inc., members FINRA, distribute securities products. Annuity products are issued by TIAA (Teachers Insurance and Annuity Association), New York, NY

© 2007 Teachers Insurance and Annuity Association–College Retirement Equities Fund (TIAA-CREF), New York, NY 10017

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