April 2017 April 2016 (Last Amended April 2017) April 2016 (Last Amended April 2017) April 2016 (Last Amended April 2017)
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1 April 2017
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6 About the Teachers Retirement System
7 Statement of Purpose and Principles Core Principles
8 Active Ownership Commitment and Legacy
9 Approach to Active Ownership
10 Proxy Voting Oversight and Procedure Reporting Securities Lending Conflicts of Interest Policy
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12 1.1 Election of Directors 1.1a Independence 1.1b Committee Independence 1.1c Board Attendance 1.1d Over-boarding 1.1e Accountability
13 1.1f Performance
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15 1.2 Contested Elections
16 1.3 Annual Director Elections: For 1.4 Majority Vote Standard for Director Elections: For 1.5 Cumulative Voting in Contested Director Elections: For 1.6 Independent Board Leadership: For 1.7 Board Size: Case-by-Case
17 1.8 Director Term Limits: Against 1.9 Director Age Limits: Against 1.10 Proxy Access: For 1.11 Establish a Board Committee: Case-by-Case 1.12 Right to Remove Directors: For 1.13 Director Indemnification: Case-by-Case
18 2.1 Confidential Ballot: For 2.2 Bundled Voting Items: Against 2.3 Universal Ballot: For 2.4 Reimbursement of Proxy Solicitation Expenses: Case-by-Case 2.5 Exclusion of Broker Non-Votes from Voting Tabulations: For
19 2.6 Timely Disclosure of Vote Results: For 2.7 Right to Act By Written Consent: For 2.8 Right to Call A Special Meeting: For 2.9 Supermajority Voting Requirements: Against 2.10 Reincorporation: Case-by-Case 2.11 Restrictions on Litigation Rights: Against
20 2.12 Advance Notice Requirements: Case-by-Case 2.13 Meeting Adjournment to Enable Further Solicitation: Case-by-Case 2.14 In-Person Annual Meetings: For
21 3.1 Common Stock Authorization: Case-by-Case 3.2 Preferred Stock Authorization: Case-by-Case 3.3 Preemptive Rights: For 3.4 Shareowner Approval of Targeted Share Placements: For
22 3.5 Mergers and Acquisitions: Case-by-Case 3.6 Fair Price Provisions: Against 3.7 Greenmail: Against 3.8 Poison Pills: Case-by-Case
23 3.9 One Share, One Vote: For
24 4.1 Advisory Vote on Executive Compensation, or Say-on-Pay : Case-by-Case
25 4.2 Annual Advisory Votes on Executive Compensation: For
26 4.3 Director Compensation: Case-by-Case 4.4 Adopt Advisory Votes on Director Compensation: Case-by-Case 4.5 Equity Compensation Plans: Case-by-Case
27 4.6 Employee Stock Purchase Plans: Case-by-Case 4.7 Pay-For-Performance: For 4.8 Sustainability and Non-Financial Incentive Metrics: Case-by-Case 4.9 Equity Ownership Guidelines: For 4.10 Equity Retention Requirements: Case-by-Case
28 4.11 Principles for 10b5-1 Pre-Arranged Trading Plans: For 4.12 Prohibitions on Hedging or Pledging Company Equity: For 4.13 Compensation Consultant Independence: For 4.14 Restrictions on Executive Compensation: Against 4.15 Internal Pay Disparity Analysis: For 4.16 Compensation Recoupment, or Clawback Policies: For
29 4.17 Shareowner Approval or Limit Executive Retirement Plans and SERP s : For 4.18 Shareowner Approval of Severance Payments, or Golden Parachutes: For 4.19 Advisory Votes on Golden Parachutes: Case-by-Case
30 4.20 Limits on Automatic Equity Acceleration: For 4.21 Prohibition on Tax Gross-Ups: For 4.22 Shareowner Approval of Executive Death Benefits, or Golden Coffins: For
31 5.1 Shareowner Ratification of the Auditor: For 5.2 Auditor Ratification: Case-by-Case
32 5.3 Audit Firm Rotation: Case-by-Case
33 6.1 Public Reporting of Environmental Risks and Management: For 6.2 Climate Risk Mitigation and Greenhouse Gas Emission Reductions: For 6.3 Water Risk and Stewardship: For
34 6.4 Cease or Discontinue Business Lines or Operations Due to Environmental Risk: Against 6.5 Energy Efficiency and Conservation: For 6.6 Renewables: For 6.7 Proper Use and Handling of Toxics and Hazardous Materials: For 6.8 Product Recycling: For
35 6.9 Tobacco Advertising and Production: Case-by-Case 6.10 Product Sales and Marketing: Case-by-Case 6.11 Product and Food Safety: Case-by-Case 6.12 Gun Safety: For
36 6.13 Equal Employment Opportunity and Non-Discrimination: For 6.14 Human Capital Development: For
37 6.15 Occupational Safety and Health: For 6.16 Human Rights: For 6.17 Cybersecurity and Privacy: For
38 6.18 Military and Weapons Issues: Case-by-Case 6.19 Animal Welfare: Case-by-Case 6.20 Health Care Policy: For
39 6.21 Access to Health Care and Medicines: For 6.22 Political Contributions and Lobbying Disclosure: For 6.23 Charitable Contributions: Case-by-Case
40 6.24 Responsible Lending Practices: For 6.25 Risk Mitigation of Financial Products and Practices: Case-by-Case 6.26 International Finance and Trade Issues: Case-by-Case
41 Council of Institutional Investors (CII) Independent Director Definition Introduction Basic Definition of an Independent Director Guidelines for Assessing Director Independence
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