TIAA-CREF Funds Complex Nominating and Governance Committees Charter
Adopted on May 17, 2011
The Nominating and Governance Committees (“Committee”) are standing committees of the Boards of Trustees1 (“Board”) of the TIAA-CREF Funds Complex2 (“Funds”), established to perform certain oversight and other functions for the Board, to the extent permissible under applicable laws, with respect to promoting the best interests of the Funds and their shareholders through the implementation of sound governance policies and practices.
The Committee’s responsibilities include:
- Nomination of Funds' Trustees
- Periodically review criteria for Board membership and the procedures by which candidates are considered and selected, and make recommendations to the Board as appropriate.
- Periodically review procedures by which shareholders can recommend candidates for trustees and the Committee’s policies with respect to consideration of those candidates.
- Identify potential nominees for election as trustees consistent with criteria approved by the Board.
- With respect to CREF, to the extent consistent with the requirements of the Investment Company Act of 1940, as amended (“1940 Act”), and the rules thereunder, consult with the CREF Board of Overseers with respect to trustee candidates.
- Recommend nominees for election as trustees.
- Recommend persons to fill interim vacancies on the Board.
- Recommend standing committees for approval by the Board.
- Funds’ Officers
- Conduct searches and consult with the Board’s Audit and Compliance Committee to jointly recommend the initial compensation for any new Chief Compliance Officer of the Funds.
- Recommend executive officers for approval by the Board.
- Recommend the titles of all appointed officers.
- Trustee Qualifications, Performance, and Related Issues
- Periodically review the qualifications and independence of trustees.
- Conduct regular evaluations of trustee performance.
- Periodically review policies covering trustee attendance at meetings, including shareholder meetings.
- Oversee matters related to trustee compensation.
- Structure, Composition and Effectiveness of the Board and its Committees
- Consider the appropriate structure and composition of the Board and its committees in terms of expertise, independence, size and other factors and make recommendations to the Board as appropriate.
- Periodically review the charters of each Board committee and recommend changes to the Board as appropriate.
- Conduct annual evaluations of each Board committees' effectiveness in discharging their responsibilities.
- Board Performance
- Conduct regular evaluations of Board performance, including the effectiveness of the Board's oversight of management activities and the major operations of the Funds and their affiliates.
- Report results to the Board at least annually, and follow-up on any recommended changes as appropriate.
- Corporate Governance Policies and Practices
- Periodically review the Funds' governance policies and practices for consistency with sound governance, compliance with applicable laws and regulations, other relevant factors and recommend changes to the Board as appropriate.
- Periodically review policies covering shareholder communications with trustees, including the public disclosure of such policies on the Funds' website and elsewhere, and make recommendations to the Board as appropriate.
- Review any proposed changes to the Funds' governing documents, and recommend appropriate action to the Board.
Membership and Organization
- The Committee shall consist of at least three members, all of whom shall be independent. Trustees shall be considered independent as long as they are not “interested persons,” as that term is defined by the 1940 Act, of the Funds, and have been determined by the Board to meet applicable independence requirements.
- The Committee may delegate its authority to a subcommittee or subcommittees consisting of its members.
- Members of the Committee, including the Chair, shall be appointed by the Board after receipt of the recommendation of the Committee.
- Committee members shall serve until their successors are elected or their earlier resignation or removal. Any member of the Committee may be removed or replaced, for any reason at any time, by a majority vote of the Board.
- The Committee shall review and reassess this charter as it deems appropriate; however, changes will only be made following approval of the Board.
- The Committee shall meet at least three times per year.
- The Chair 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, or more promptly if the majority of the members of the Committee waive such advance notice.
- A majority of members of the Committee shall constitute a quorum.
- A majority of the members present in person or by telephone (or other communications facilities that permit all persons participating in the meeting to hear or communicate with each other simultaneously) shall decide any question brought before the Committee.
- The Committee shall inform the Board of the significant actions taken or issues discussed at its meetings and otherwise report to the Board as the Committee deems (or the Chair of the Committee deems) desirable and appropriate.
- The Committee shall keep minutes of its meetings and regularly submit approved minutes of its meetings to the Board.
The Committee shall have the authority, at the expense of the Funds, to retain such independent accountants, lawyers, consultants or other advisors as it deems appropriate to assist and advise the Committee in connection with its responsibilities or any investigations.
The Committee shall perform a self-evaluation annually. Such evaluation may constitute a portion of the Board’s annual self-evaluation.
1 For TIAA Separate Account VA-1, this refers to the Management Committee.
2 TIAA-CREF Funds Complex consists of: College Retirement Equities Fund (“CREF”), TIAA-CREF Funds, TIAA Separate Account VA-1 and TIAA-CREF Life Funds.