BUSINESSWEEK ONLINE : MAY 31, 1999 ISSUE
MANAGEMENT

Putting the Squeeze on Directors


The world's largest pension fund, TIAA-CREF has quietly become the most influential player in the field of corporate governance. But its recent prominence owes much to its decades-long involvement in prodding boards for change.

1970s
Chairman William C. Greenough urges major investors to vote their proxies to influence boardroom behavior. TIAA-CREF backs a proposal to require General Motors to disclose each year its progress on minority hiring.

1980s
The fund demands shareholder votes on antitakeover defense plans such as poison pills at International Paper and others.

EARLY 1990s
Urges companies, with mixed results, to add women and minorities to the boardroom.

1995
Leads successful effort to reshape board at W.R. Grace.

1997
Attacks Disney and Heinz over the independence of their boards of directors. Both companies later make important boardroom changes.

1998
Becomes first institutional investor to unseat an entire board at troubled cafeteria chain Furr's/Bishop's.

1999
Wins shareholder support against ''dead-hand'' pills at Lubrizol and Bergen Brunswig. Gains agreement from Advanced Micro Devices to appoint more independent directors.



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``The Teddy Roosevelts of Corporate Governance''

TABLE: Putting the Squeeze on Directors



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