2012 PROXY OUTLOOK

Stephen L. Brown, Director of Corporate Governance & Associate General Counsel

TIAA-CREF

November 3, 2011

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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

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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

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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