2012 PROXY OUTLOOK Stephen L. Brown, Director of Corporate Governance & Associate General Counsel TIAA-CREF November 3, 2011.

Slides:



Advertisements
Similar presentations
BOARD EFFICIENCY: The Agenda Setting Role and Information Needs of the Supervisory Board Holly J. Gregory Weil, Gotshal & Manges LLP.
Advertisements

ENVR 610 BY KEVIN MCMAHON MONTREAL NOVEMBER 29TH 2010 Socially responsible investment: true solution or snake oil?
COMPENSATION EXCESS LEADS TO CORPORATE REFORM
Their relationship and attendant issues 1. Shareholders are the owners, but directors’ duties are to the company – not to any particular class of stakeholders.
2010 DODD-FRANK ACT EXECUTIVE COMPENSATION REFORM Presented by Andrew B. Coburn Wyche Burgess Freeman & Parham, P.A. August 25, 2010 Copyright 2010 Wyche.
Quantum Shift: Engaging on Excessive Compensation & Pay Equity Michelle de Cordova Director, Corporate Engagement & Public Policy 1.
Chapter Ten Corporate Management. Shareholders’ Rights and Responsibilities Shareholder: stockholder Shareholder: An owner of a corporation; also called.
1 How do active investors approach the Company ? The Ethos Swiss Experience Dr. Dominique Biedermann, Executive Director Ethos, 2 Place Cornavin, PO Box,
The Trade Finance Bank for Africa An overview of Afreximbank’s Approach to Corporate Governance Issues Presentation by Mr. George ELOMBI Executive Secretary.
Stockholder Rights and Corporate Governance Stockholders Corporate Governance Executive Compensation: A Special Issue Shareholder Activism Government.
Jill E. Fisch C URRENT D EVELOPMENTS I N U.S. S ECURITIES R EGULATION AND C ORPORATE G OVERNANCE Lecture at International School of Financial Law at East.
Romano (1993): Public Pension Fund Activism n 1996: Public pension funds own over $300 billion; 30% of corporate equity. n Political pressure on Public.
3rd session: Corporate Governance
(1) Represent shareholders and create shareholder value. (2) Align the interests of management with those of shareholders while protecting the.
Which Hat Am I Wearing? The quandary of the internal ESOP trustee Ben F. Wells Dinsmore & Shohl, LLP 801 Pennsylvania Ave, NW Washington, DC (202)
The Role of Institutional Investors in Corporate Governance Case of Romania Cristina Hodea, MBA THE THIRD SOUTH EASTERN EUROPE CORPORATE GOVERNANCE ROUNDTABLE.
The Importance of Transparency and Disclosure Presented by Brian S. Brown Seoul, Korea - March 1999 OECD Conference: Corporate Governance in Asia.
5th OECD Asian Roundtable on Corporate Governance: Developments In Malaysia – The Private-Sector Perspective Vincent Duhamel State Street Global Advisors.
March 2006DSpace Federation Governance Advisory Board Meeting Open Source Software Governance Case Studies.
VALUE CREATION FOR ALL The Value Creating Board. The Evolution of the Board The Complacent Board- overpowered by Imperial CEO who controlled the board.
Session 4 – Corporate Governance and Business Ethics
Copyright © 2008 McGraw-Hill Ryerson Ltd.1 Chapter Twelve Corporate Governance Canadian Business and Society: Ethics & Responsibilities.
The Common Good Balance Sheet: Reporting Based on Humanistic Values Gerd Hofielen Reporting October 7th, Berlin 1.
Consumer Advocates of the PJM States Who we are and our policy focus OPSI Annual Meeting Raleigh, NC October 8, 2013.
Chapter 11 Corporate governance. Businesses in the United States Number of businesses in the United States? Number of employers in the United States?
Ch © 2006 Prentice Hall THE LEGAL ENVIRONMENT OF BUSINESS A Critical Thinking Approach Fourth Edition Nancy K. Kubasek Bartley A. Brennan M. Neil.
Corporate Governance Lecture 6. State Corporation Laws Select corporate officers Nominating directors for election to the board Determining when to propose.
Corporate Governance Best Strategies Public Pension Financial Forum October 19, 2009 Aeisha Mastagni Investment Officer.
Board of Directors and Governance
Good corporate governance makes good business sense
Issues in Corporate Governance: Board Structures and Functions Based on a Student Presentation by Joshua Shullaw and Matthew Domeyer.
ABB and Corporate Social Responsibility Dr. Gülden Türktan.
CHOATE HALL & STEWART LLP 1 New Rules for Proxy Statement Disclosures Presentation to The National Association of Stock Plan Professionals, Boston Chapter.
CHAPTER 3 Corporate Governance. Chapter Objectives To define corporate governance To describe the history and practice of corporate governance To examine.
Who’s really in charge?. The Agency “Problem”  Agents/managers have one interest and want to minimize the risk of their claim (e.g., they want to diversify.
Annual seminar in Berlin – 27 th May Should EU corporate governance measures take into account the size of listed companies ? How ? Should a.
GOOD DIRECTORS? Deborah Gilshan RPMI Railpen Investments Local Authority Pension Fund Forum, 5 th December 2013.
Attorney-Client Privilege Issues
1 Consultation on Proposed Amendments to the Listing Rules Relating to Corporate Governance Issues.
NAPF Stewardship Accountability Forum
SARBANES OXLEY AFTER THREE YEARS MARKKULA CENTER Mark Bertelsen November 4, 2005.
Corporate Governance. CORPORATE GOVERNANCE  WHAT IS CORPORATE GOVERNANCE – PROCESSES AND STRUCTURE BY WHICH BUSINESS AND AFFAIRS OF CORPORATE SECTOR.
The Board Place burnslev.com theboardplace.com (c) 2010 Russ Hansen Corporate Governance Provisions of Dodd-Frank Board of Directors XYZ, Inc. August 25,
© The McGraw-Hill Companies, Inc., 2002 All Rights Reserved. McGraw-Hill/ Irwin 14-1 Business and Society POST, LAWRENCE, WEBER Stockholders and Corporate.
GOVERNANCE AS LEADERSHIP IN FAMILY ENTERPRISES Sam Davis III Principal, The Davis Group VCU Family Business Forum October 15, 2014.
1 4th Asian Roundtable on Corporate Governance Promoting Shareholder Participation Prof. Judy Tsui, Dean, Faculty of Business and Information Systems,
4th OECD Asian Roundtable on Corporate Governance: Promoting Shareholder Participation Vincent Duhamel State Street Global Advisors November 2002.
The Board Place burnslev.com theboardplace.com (c) 2010 Russ Hansen Director Questions for the 2011 Proxy Season What Boards Should Ask Themselves and.
Institutional Activism Daniel F. Pedrotty AFL-CIO Office of Investment WF – Bus Org October 26, 2010.
MBAO Executive Compensation CalPERS Case: Introduction The CalPERS portfolio: 1. What is CalPERS’ Investment strategy? 2. How has CalPERS allocated.
Are the Interests of the Nation and the Investing Public Best Served by Accepting a Mutual Fund Industry Consigned to “A Permanent Morass”? John C. Bogle.
Latin American Corporate Governance Roundtable Voting Rights and the Right to Vote Stephen H. Dover, CFA - March, 2001.
Getting Back to Business Investors Who Move the Market and the 2003 Proxy Season: Hold Onto Your Hats! Lyle Ganske, Head of M&A Practice Rich Koppes, Of.
Chapter 9 Mutual Funds as Institutional Investors.
Government Relations and Public Affairs Consulting
MGMT 452 Corporate Social Responsibility
Climate Change and Banking: What Can You Do?
What Keeps Boards Up At Night
Chapter 13 Directors Duties: Remedies and Consequences
Chapter 40: Corporate Directors, Officers, and Shareholders
Action on climate change : UNITED CHURCH OF CANADA
Corporate Governance Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating.
OECD - Introduction It is an organisation of those countries which describe themselves as Democratic and have Market economy. Its HQ is in Paris, France.
Investments - Background and Issues
Black Rock- A sense of Purpose
Board of Directors Roles and Responsibilities
Chapter 40 Corporate Directors, Officers and Shareholders
Corporate Governance – The cornerstone
Good Governance and an Effective Board of Trustees
Presentation transcript:

2012 PROXY OUTLOOK Stephen L. Brown, Director of Corporate Governance & Associate General Counsel TIAA-CREF November 3, 2011

2 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

3 TIAA-CREFS 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

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