|AIG ANNOUNCES ADDITIONAL CORPORATE GOVERNANCE MEASURES|
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NEW YORK--Oct. 20, 2005--American International Group, Inc. (AIG) has announced that its Board of Directors has adopted two additional corporate governance guidelines.
The Board adopted a Majority Voting Guideline, requiring that director nominees in uncontested elections who receive a greater number of votes "withheld" than "for" election shall tender their resignations for consideration by the Nominating and Corporate Governance Committee of the Board. The Committee will recommend to the Board the action to be taken with respect to such resignation. The guideline also requires AIG to disclose publicly each such resignation and the related action taken by the Board.
The Board of AIG also adopted a Mandatory Retirement Age guideline that no director shall stand for election after reaching the age of 73. The guideline gives the Board, upon the recommendation of the Nominating and Corporate Governance Committee, the ability to waive the limitation for any director for a period of one year if deemed to be in the best interests of AIG. The Board intends that this waiver provision be used sparingly.
The new corporate governance guidelines were adopted upon the recommendation of the Nominating and Corporate Governance Committee. Consistent with the new guidelines, M. Bernard Aidinoff, Chairman of the Nominating and Corporate Governance Committee, has informed the Board that he does not intend to stand for election at the next annual meeting of shareholders. Mr. Aidinoff is 76 and has served as an AIG director since 1984.
Frank G. Zarb, Chairman of the AIG Board of Directors stated, "On behalf of the entire Board, AIG management and our shareholders, I want to thank Bernie Aidinoff for his continuing service to AIG. He has served with distinction for more than 21 years. In particular, we want to thank Bernie and acknowledge his leadership as Chairman of the Nominating and Corporate Governance Committee in guiding AIG in establishing the basis to enable AIG to fulfill its commitment to be a leader in corporate governance. Although Bernie does not wish to stand for re-election, we are grateful that he has agreed to serve until the expiration of his term at the next annual meeting of shareholders so that AIG will have the continuing benefit of his wisdom, insight and invaluable contributions."
"AIG and its Board of Directors have adopted several measures that enhance corporate governance at AIG. We will continue to consider corporate governance enhancements and adopt additional measures if it is determined to be in best interests of AIG and it shareholders."
Other recently adopted corporate governance measures include a corporate governance guideline to reflect the Board's belief that at least two-thirds of the AIG Board should be independent under the New York Stock Exchange, Inc. listing standards. The Board also adopted a corporate governance guideline and approved a change in AIG's By-laws reflecting a determination that the role of Chairman should be separate from that of the CEO and that the Chairman should be selected from the independent directors. In addition, as previously announced, Arthur Levitt continues to act as a special advisor to the Board and the Board's Nominating and Corporate Governance Committee.
Martin J. Sullivan, AIG President and Chief Executive Officer, said, "AIG is taking continuing steps to strengthen corporate governance, increase transparency and improve disclosure. We have made improvements in the processes, guidelines and By-laws governing our company, elected distinguished additional members to our Board, provided increased information in our financial statements, and have been working to build a constructive dialogue with our regulators. All of these initiatives are integral to our commitment to implement best practices and further enhance AIG's leadership role as one of the world's largest and strongest companies."
American International Group, Inc. (AIG), world leaders in insurance and financial services, is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed in the U.S. on the New York Stock Exchange and ArcaEx, as well as the stock exchanges in London, Paris, Switzerland and Tokyo.
CONTACT: American International Group, Inc.