TIAA Finance and Risk Management Committee Charter

Amended as of May 17, 2012

Purpose

The Finance and Risk Management Committee is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities relating to the Company’s management of its financial position, risks and other matters delegated by the Board.

Responsibilities

The Committee’s responsibilities include:

Finance

  • Reviewing risk appetite, asset-liability management policies and their impact on the Company’s financial position;
  • Reviewing annual budgets and financial plans, and multi-year financial plans, and recommending approval to the Board;
  • Approving significant expenditures, including those for business acquisitions, capital contributions to subsidiaries of the Company or seed capital investments, from the standpoint of the impact on the Company’s financial position, subject to the limitations established by the Board;
  • Monitoring the Company’s performance against its financial plans;
  • Reviewing the Company’s credit ratings;
  • Reviewing economic trends, including sensitivity analyses, as they might affect the Company’s revenues and dividends;
  • Reviewing the Company’s tax strategy;
  • Approving the disposition of non-investment portfolio capital investments and businesses from the standpoint of the impact on the Company’s financial position, subject to the limitations established by the Board;
  • Approving guidelines for use by management when negotiating agreements with TIAA affiliates and subsidiaries to ensure appropriate fees, fee waivers, and fee caps.

Risk Management

  • Reviewing the enterprise-wide risk management framework and policy;
  • Reviewing significant identified risks and the programs developed to mitigate those risks;
  • Reviewing the organization and staffing of the Company’s risk management function; and
  • Reviewing the Company’s key insurance programs.

Membership and Organization

  • The Committee shall consist of at least four members of the Board as the Board from time to time shall determine.
  • The members of the Committee shall be appointed by the Board and shall serve one year terms or until their successors are appointed and qualified.
  • The Board shall appoint members for a period shorter than one year in the event of a vacancy.
  • The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
  • The Committee shall promptly inform the Board of the actions taken or issues discussed at its meetings.
  • The Committee shall review and reassess this charter, as well as the charters of the other committees of the Board with respect to risk oversight, periodically and recommend changes to the Nominating and Governance Committee.

Meetings

  • The Committee shall meet at least four times per year.
  • The Chairman of the Committee may call a special meeting of the Committee upon due notice to the Corporate Secretary and each other member at least 48 hours prior to the meeting.
  • Three members shall constitute a quorum.
  • A majority of the members present shall decide any question brought before the Committee.

Advisors

  • The Committee shall have the authority, at the expense of the Company, to retain such independent accountants, lawyers or other advisors as it shall deem appropriate without prior management approval.

Performance Review

  • The Committee shall evaluate its performance annually and report its conclusions to the Nominating and Governance Committee.

The Finance and Risk Management Committee’s responsibilities and powers as delegated by the Board are set forth in this charter. The Committee relies to a significant extent on information and advice provided by management and independent advisors. Whenever the Committee takes action, it exercises its independent judgment on an informed basis that the action is in the best interests of the Company.

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© 2013 and prior years, Teachers Insurance and Annuity Association - College Retirement Equities Fund (TIAA-CREF), New York, NY 10017