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