TIAA Retirement and Individual Business Committee Charter

Amended as of May 17, 2012

Purpose

The Retirement and Individual Business Committee ("Committee") is a standing committee of the Board of Trustees ("Board") of TIAA ("Company"), established to assist the Board in fulfilling its oversight responsibilities by monitoring the retirement and individual businesses of the Company.

Responsibilities

The Committee’s responsibilities include:

  • Overseeing the retirement and individual financial services business lines, including their profit and loss statements (but excluding the profit and loss statements of businesses overseen by the TIAA Diversified Business Committee);
  • Overseeing strategic product and services innovation initiatives;
  • Reviewing the design and pricing of proposed new products and services, including the products and services offered by TIAA-CREF Trust Company, FSB, and the relationship of those products and services to the strategic plan;
  • Recommending the allocation of costs between TIAA and its affiliates;
  • Monitoring the quality of institutional and individual customer services, including the advice provided by Wealth Management;
  • Reviewing the Company’s global marketing program;
  • Reviewing the “TIAA Way” programs; and
  • Overseeing the adoption by management of appropriate risk mitigation measures associated with the matters overseen by this Committee.

Membership and Organization

  • The Committee shall consist of at least four members.
  • The members of the Committee shall be appointed by the Board and shall serve one year terms or until their successors are elected 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 annually 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.
  • A majority of the 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 Retirement and Individual Business 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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