Stewardship & corporate governance

Enhancing and protecting the long-term value of your investments

Our approach

We’re involved in three important ways

The members of the Stewardship & Corporate Governance team are advocates for your investments, working to grow and protect the assets we manage. We hold companies we invest in accountable for their Environmental, Social and Governance (ESG) policies that can affect their long-term performance.
ENGAGEMENT
Communicating directly with public company leaders about ESG risk management.
VOTING
Focusing on strategic and informed proxy voting in high-value companies.
THOUGHT LEADERSHIP
Advancing market-wide discourse and international best practices.
Engagement

We spend time working directly with companies

We work closely with the companies we invest in to make sure they understand our long-term investment perspective. If necessary, we encourage them to improve their policies and practices.
Open a dialogue
We talk regularly with company directors and executives about ESG risk management.
Target who needs help
We provide guidance to companies when it becomes clear they need help with ESG practices.
Influence change
We encourage hundreds of companies to adopt best practices in corporate governance.
MORE THAN
300
engagement meetings with companies in 2015
ENGAGEMENTS HAVE
increased 250% since 2011 as a result of the Dodd-Frank Act
Voting

We protect the interests of plan participants

We keep an eye on companies for environmental, social and governance practices that might put your investments at risk. Proxy voting helps us exercise our shareholder rights on your behalf, and helps us build relationships with public companies.

In-house voting

Each year, our internal team of experts votes at over 9,000 companies on a variety of issues.

Custom analysis

We apply a case-by-case analysis to companies worth over 90% of our public equity assets under management.
Thought leadership

We drive change and improvement

As thought leaders, we start conversations on important, market-wide governance issues through public appearances, creating commentary and meeting with companies.
FAQs

Take a closer look at stewardship and shareholder engagement

  • Shareholder engagement is the ongoing dialogue between investors and companies about how management is serving shareholders’ economic interests.  These discussions support our proxy voting, a primary responsibility of share ownership in public companies.  They also help us identify opportunities for more in-depth engagement where we think performance may be improved.
  • Each year, TIAA’s Corporate Governance and Stewardship Team (our team) votes at over 11,000 company meetings on a variety of issues including the election of directors, the approval of executive compensation, and corporate social and environmental policies or practices.  We do not outsource our voting to third parties.  To inform voting decisions, our team reviews companies’ disclosures and research from multiple service providers and we engage directly with public companies to understand management’s perspective and vote recommendations.
    These engagements equip our team with company-specific insights about the business context, strategy or other unique circumstances.  These insights then drive our case-by-case approach to shareholder vote decisions.  Engagements also provide companies with the opportunity to learn about our voting policies and perspectives on environmental, social, and governance issues.
  • Through thoughtful engagement discussions, we advance best practices around environmental, social and governance issues.  Establishing trust is a critical element of our engagements.  That’s why we engage privately with companies when we sense potential shortcomings in their environmental, social or governance policies and practices that we believe could affect their financial performance.  We call our approach “quiet diplomacy.”
    We believe our private engagement strategy helps build trust, improve understanding and create space for dialogue.  We don’t consider it our business to micromanage companies; rather, we raise our concerns and allow companies to explain how they are managing these risks.  Our goal is to respect the proper role of shareholders to exercise oversight, not prescribe action.
  • We normally engage with companies around specific governance or social responsibility issues, such as executive compensation, board composition, or climate change. We prioritize our engagements according to the following criteria:
     
    • First, we evaluate the risk each issue poses to the market and its relevance to company strategy and performance.
    • Then, we assess the likelihood that companies will be able to meaningfully resolve shareholder concerns about the issues.
    • Finally, we also consider our own expertise and capacity.
       
    To aid our evaluation, we consult with internal experts, including our asset managers and our dedicated Board Committees on Corporate Governance and Social Responsibility, who provide essential insight into our policies and activities.  We also communicate with outside stakeholders, including other institutional investors, clients and potential clients, participant groups, nongovernmental organizations, industry trade associations, or any other organization with an interest in the activities of TIAA or our portfolio companies.
     
  • Each year we engage in dialogue with hundreds of public companies.  In some cases, we meet with companies at their request.  In other cases, we initiate the dialogue because we believe that company disclosures do not adequately explain how the company addresses material governance, environmental, or social risks.
  • We believe that divestment is an ineffective means of improving corporate behavior and in some cases may be inconsistent with our goal of providing lifetime financial security to those who invest with us.  By relinquishing ownership in companies, we lose the ability to influence them.
    We believe that retaining this relationship is the more effective means of bringing about change, even if progress is slow for a long period of time.
    As our Policy Statement indicates, we will in the rarest of circumstances consider divesting only when a strong consensus exists to avoid profiting from an activity, extended efforts at dialogue have not produced results, and we can undertake divestment in a manner consistent with our fiduciary duty.
     
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