The Board of Directors of American International Group, Inc. (AIG) confirmed that it has received a letter from David Boies on behalf of its Chairman M. R. Greenberg, indicating his intent to retire from his position as chairman of the board, and that he will not stand for re-election to the board at the AIG annual meeting. Greenberg is expected to formally retire on Wednesday, March 30 or Thursday, March 31 of this week upon his return to the United States. The duties of chairman will be assumed by Frank G. Zarb in his capacity as lead director of the Board.
The letter from Greenber’s attorney follows:
March 28, 2005
Simpson Thatcher & Bartlett LLP 425 Lexington Avenue
New York, New York 10017
As you are aware, Hank Greenberg is out of the country on a two
week trip to Asia and Europe. In his absence, he has asked me to
convey to the AIG Board of Directors his intention to retire as
Chairman of the company upon his return to the United States and
not to stand for re-election to the AIG Board following the
completion of his present term as a Director.
Over the last 35 years, Mr. Greenberg has had the opportunity to
lead AIG through its greatest years of growth and development.
When AIG first became a public company, it had net income in the
tens of millions of dollars. Now it is in the tens of billions of
dollars. The company is stronger by every measure, financial and
non-financial. But even with all the changes we’ve seen in the
past, the industry today is going through even more profound
changes. It is doing so at an increased pace, moving towards
greater levels of complexity.
Mr. Greenberg’s objective has been, and is, for AIG to be in the
vanguard of these changes. In order to lead meaningful changes in
the industry and at AIG, the company and its officers and
directors must resolve any outstanding questions or issues and
move forward. To that end, Mr. Greenberg recognizes the need to
promptly and cooperatively resolve all inquiries and
investigations by regulators and other authorities.
Mr. Greenberg’s intention has always been to leave AIG as part of
an orderly succession process that recognizes and taps the great
talent in this organization, and he believes that it is in the
interest of the company and its shareholders that, with the
transition to new management now in place, a new Chairman be
selected who will guide AIG’s growth and success over the next
Mr. Greenberg has also asked me to convey to the Board one
concern, one recommendation, and one offer. The concern is that it
is not in the interests of the company or its shareholders to have
members of the Board or their representatives prematurely and
selectively leaking to the press (sometimes accurately and
sometimes inaccurately) what has been discussed and proposed at
meetings of members of the Board without the press release and SEC
filing required to accurately convey material information to the
The recommendation is that a search be initiated immediately to
identify a person with the extensive international financial and
insurance experience required to serve as Chairman. Mr. Greenberg
believes that it is important to the company and its shareholders
that the uncertainty created by current regulatory issues and the
repeated leaks of discussions among members of the Board be
resolved promptly. In that connection, he believes that it is
important to as promptly as possible select someone as Chairman
who is capable of participating in providing AIG with strong and
effective leadership over the long term. As you know, Mr.
Greenberg has great affection and admiration for the current
members of the AIG Board, and he believes that they, like him,
must put the interests of AIG and its shareholders above any
The offer is to assist AIG in whatever way, if any, the new
Chairman and Mr. Sullivan believes is in AIG’s interests,
particularly in connection with international operations where Mr.
Greenberg has unique experience and relationships.
AIG is a great company, and Mr. Greenberg retires with the
greatest of confidence in the ability and integrity of its 93,000
employees, the strength of its fundamentals, and its ability to
master future challenges.
I am, of course, writing to you as counsel to the Board rather
than to the members of the Board personally because of the limits
on my ability to communicate directly with your clients. I know
that you will convey Mr. Greenberg’s thoughts to them. Thank you
again for your thoughtful cooperation.
Commenting on Mr. Greenberg’s decision to retire, Mr. Zarb, who serves as Chairman of the Executive Committee of AIG’s Board, said, “Hank Greenberg leaves this company one of the strongest and most skilled competitors in the business. We thank him for one of the most spectacular performances in any business career.”
M. Bernard Aidinoff, Chairman of the Nominating and Corporate Governance Committee of the AIG Board, said, “Hank Greenberg has been one of the pillars of the international financial services business, and his accomplishments will live on through AIG and the insurance industry, as well as through his philanthropic leadership.”
American International Group, Inc. (AIG) is the world’s leading international insurance and financial services organization, with operations in more than 130 countries and jurisdictions. AIG member companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In the United States, AIG companies are the largest underwriters of commercial and industrial insurance and AIG American General is a top-ranked life insurer. AIG’s global businesses also include retirement services, financial services and asset management. AIG’s financial services businesses include aircraft leasing, financial products, trading and market making. AIG’s growing global consumer finance business is led in the United States by American General Finance. AIG also has one of the largest U.S. retirement services businesses through AIG SunAmerica and AIG VALIC, and is a leader in asset management for the individual and institutional markets, with specialized investment management capabilities in equities, fixed income, alternative investments and real estate. 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.
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