TIAA TIAA

Engagement

Close

Case studies

Our engagements promote transparent, investor-friendly disclosures of executive compensation.

We encourage leading companies to improve transparency of their executive compensation plans with more investor-friendly disclosures.  For example, we voted against a major energy company's executive compensation plan three years in a row, for failing to provide sufficiently compelling reasons to support its executive pay proposal.  We engaged with the company over those three years and, in the fourth year, our dialogue paid off:  the company improved the quality of its compensation disclosure. 
In addition to providing a more accessible compensation booklet that accompanied its proxy statement, the company presented new data that addressed our specific concerns in prior years.  Our engagement provided us with reasonable certainty that the company was effectively managing its compensation program. 
 

Our global engagements promote effective board oversight through director independence.

Most directors of Japanese companies are affiliated with the company, which can weaken the board's objectivity when overseeing management.  We promote board accountability in Japan's public companies, encouraging them to include more independent, diverse directors on their boards, which can boost shareholder confidence and returns. 
Since 2010, Japanese regulators have encouraged, via listing rules, the appointment of at least one independent director or statutory auditor.  Our Team has gone a step further, advocating for a minimum of two independent directors on Japanese company boards, for more effective independent oversight. Our advocacy, in concert with other shareholders, has helped shift market behavior: as of 2014, 45% of large companies listed on the Tokyo Stock Exchange now have two or more independent outside directors—twice as many as in 2013.
 

Our engagements promote strategic responses to climate change.

We encourage companies to respond to environmental and social risk management issues with transparent policies and performance-based sustainability reporting.  For instance, we've asked numerous companies to report on their strategy for reducing their impacts on the global climate, which we believe is an important long-term economic issue for companies and investors. 
We continue to encourage companies to improve their disclosure on a number of environmental and social issues, including climate change, by offering feedback and guidance on their corporate social responsibility reports, policies and risk management procedures. 
 

Our engagements promote better board accountability at U.S. public companies through proxy access.

In 2015, we encouraged our top 100 holdings to embrace better board accountability by adopting proxy access, a corporate bylaw that would allow shareholders to include director nominees on the company's annual meeting ballot.  As a strong proponent of proxy access for over a decade, TIAA has established itself as a thought leader on this issue. 
Proxy access aims to enhance board accountability and improve board quality by adding incentive for corporations to ensure that optimal board candidates are nominated for shareholder elections.  It is also important for shareholders to have a right that they can use as a last resort in cases of underperforming and unresponsive boards of directors.