American International Group Inc. has taken 2 measures to tighten requirements for membership on its board of directors.[@@]
The board adopted a majority voting guideline requiring director nominees in uncontested board elections who receive a greater number of votes “withheld” than “for” election to resign, then be reviewed by a board committee. That committee would then recommend whether the board should accept the resignation.
The board also adopted a mandatory retirement age of 73 for members. The guideline allows the board to waive the requirement for up to a year for any director “if deemed to be in the best interests of AIG.”
The board recently adopted a number of other measures in the wake of investigations by Eliot Spitzer, New York attorney general, and the U.S. Securities and Exchange Commission.
They include requirements that two-thirds of the board be independent, that the offices of chairman and chief executive be separate, and that the chairman be chosen from among independent directors. In addition, the board recently named former SEC Chairman Arthur Levitt to act as its special advisor.