It is essential to have a qualified group of directors with an appropriate mix of skills, experience and attributes to provide oversight over AIG’s businesses and strategies. The Board manages Board composition and refreshment with significant support from the NCGC.
Please refer to page 11 of AIG’s 2022 Proxy Statement for key skills, areas of expertise, including ESG, and diversity represented on our Board.
All of AIG’s directors are independent other than the Chairman & CEO. A Lead Independent Director role with explicit responsibilities ensures independent oversight.
AIG’s robust corporate governance policies and practices promote Board effectiveness and accountability to our shareholders. See our 2022 Proxy Statement for more details on AIG’s shareholder rights, ownership structure and director elections.
During 2021, we continued our efforts to engage consistently and productively with our shareholders. Our Lead Independent Director and the Chair of our Compensation and Management Resources Committee (CMRC) participated in some of these engagement meetings alongside our General Counsel, Chief Human Resource Officer and Corporate Secretary, Head of Executive Compensation, Head of Investor Relations and Chief Sustainability Officer. We held 34 meetings with shareholders representing 53.6% of shares outstanding.
While our engagement with shareholders in 2021 covered a broad set of topics, they were acutely focused on ESG matters. Some key messages included:
- Positive feedback on AIG’s first consolidated ESG Report
- Desire for updates on AIG’s plans and progress with respect to climate-related commitments
- Strong focus on DEI disclosures and desire for expanded diversity disclosures at the Board level and across our workforce
We share detailed feedback from all our shareholder engagements with our directors, and this feedback helps inform the Board’s discussions on a range of key areas. AIG and our Board remain committed to consistent and substantive shareholder engagement and to incorporating shareholder perspectives in our governance and compensation discussions and corporate responsibility initiatives.
AIG and its Board are committed to executive compensation programs that attract, retain, motivate, reward and incentivize highly qualified leaders as AIG continues its transformation to become a leading insurance franchise.
For additional details on compensation programs, retirement and termination payments, the pay ratio of AIG’s CEO to the median employee and more, please see AIG’s 2022 Proxy Statement.