AIG 2009 Annual Report Download - page 24

American International Group, Inc., and Subsidiaries
AIG’s Internet address for its corporate website is www.aigcorporate.com. AIG makes available free of charge,
through the Investor Information section of AIG’s corporate website, Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q, Current Reports on Form 8-K and Proxy Statements on Schedule 14A and amendments to
those reports or statements filed or furnished pursuant to Sections 13(a), 14(a) or 15(d) of the Securities Exchange
Act of 1934 (the Exchange Act) as soon as reasonably practicable after such materials are electronically filed with, or
furnished to, the Securities and Exchange Commission (SEC). AIG also makes available on its corporate website
copies of the charters for its Audit, Nominating and Corporate Governance and Compensation and Management
Resources Committees, as well as its Corporate Governance Guidelines (which include Director Independence
Standards), Director, Executive Officer and Senior Financial Officer Code of Business Conduct and Ethics, Employee
Code of Conduct and Related-Party Transactions Approval Policy. Except for the documents specifically incorporated
by reference into this Annual Report on Form 10-K, information contained on AIG’s website or that can be accessed
through its website is not incorporated by reference into this Annual Report on Form 10-K.
Directors and Executive Officers of AIG
All directors of AIG are elected for one-year terms at the annual meeting of shareholders. In addition, the terms of
each of the AIG Series E Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $5.00 per share, (AIG
Series E Preferred Stock) and the AIG Series F Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value
$5.00 per share, (AIG Series F Preferred Stock) provide for the election of the greater of two additional directors or
up to 20 percent of the total number of AIG directors (rounded up after giving effect to the election) upon a failure of
AIG to make four quarterly dividend payments, whether or not consecutive. These preferred directors would be
elected by a majority of the votes cast by the holder of the AIG Series E Preferred Stock and the AIG Series F
Preferred Stock, voting together as a single class. If elected, such preferred directors would hold office until the next
annual meeting (or special meeting called to elect directors) or until all dividends payable on all outstanding shares of
the AIG Series E Preferred Stock and the AIG Series F Preferred Stock have been declared and paid in full for four
consecutive quarters. As of February 17, 2010, the holder of the AIG Series E Preferred Stock and the AIG Series F
Preferred Stock had not elected any directors pursuant to the provision, although AIG had failed to make four
quarterly dividend payments.
All executive officers are elected to one-year terms, but serve at the pleasure of the Board of Directors. Except as
hereinafter noted, each of the executive officers has, for more than five years, occupied an executive position with
AIG or companies that are now its subsidiaries. There are no arrangements or understandings between any executive
officer and any other person pursuant to which the executive officer was elected to such position. Prior to joining AIG
in August 2009, Mr. Benmosche served as a member of the Board of Directors of Credit Suisse Group since 2002.
Mr. Benmosche was former Chairman, President, and Chief Executive Officer of MetLife, a leading provider of
insurance and other financial services. Earlier in his career he served as Executive Vice President for
PaineWebber, Inc. Mr. Hancock served as Vice Chairman of Key Corp. from January 2008 until joining AIG in
February 2010. Mr. Hancock was Managing Director of Trinsum Group, Inc., an asset management and strategic
advisory firm from 2007 to January 2008 and President and Co-Founder of Integrated Finance Limited, an asset
management and strategic advisory firm from 2002 to 2007. Mr. Russo was Senior Counsel at Patton Boggs LLP prior
to joining AIG in February 2010. Mr. Russo served as Executive Vice President and Chief Legal Officer of Lehman
Brothers Holdings Inc. for more than five years prior to December 2008. Mr. Wilson spent 18 years with AXA Asia
Pacific Holdings Limited, a leading provider of life insurance, wealth management and advice businesses in the Asia-
Pacific region, where he held a number of senior management positions until joining AIA as Deputy President in
December 2006. In 2007, he was promoted to President and Chief Operating Officer of AIA, and in May 2009 he
became Chief Executive Officer and President of AIA Group Limited.
AIG 2009 Form 10-K 16