Whereas, the massive financial crisis of 2008, of which the impacts “are likely to be felt for a generation,” was the result of an “erosion of standards of responsibility and ethics,” “dramatic failures of corporate governance and risk management” and eventually a “systemic breakdown in accountability and ethics” throughout the economy;[1]

Whereas, the Congressional Oversight Panel created to review the distribution of TARP funds referred to AIG’s “insatiable appetite for risk and blindness to its own liabilities” as a cause for the Company’s downfall, and by implication, its substantial contribution to the financial crisis;

Whereas, the American people rescued our company, with an unprecedented $182 billion, the most taxpayer money ever directed to a company in crisis in US history, and making the company a focus of public criticism of taxpayer-financed million dollar bonuses and exorbitantly luxurious travel accommodations in the midst of the crisis and bail-out;

Whereas, AIG’s CEO garnered more bad press for the company, in a Wall Street Journal interview, by likening public criticism to lynch-mobs in the Deep South[2];

Whereas, the US Attorney General has stated that because some institutions are too big to fail, righting of destructive, unethical behaviors at companies could “have a negative impact on the national economy, perhaps even the world economy.” This makes internal accountability and observance of moral responsibilities more important than ever before.

Be it Therefore Resolved

Shareholders request the board of directors prepare a policy review, at reasonable expense, evaluating opportunities for clarifying and enhancing implementation of directors’ and officers’ fiduciary, moral and legal obligations to shareholders and other stakeholders, and to report on their findings, excluding proprietary or legally prejudicial information, no later than six months following the 2014 annual shareholder meeting.

Such a report may include concrete recommendations such as amending the bylaws, articles of incorporation, or committee charters to include specific language articulating or strengthening the company’s standards for directors’ and officers’ conduct and company oversight.

 Supporting Statement

Fiduciary standards, codified in early law, secularized theological traditions applied to commercial pursuits and obligate directors to an ethical relationship with shareholders based upon trust and confidence. Proponents of this resolution ask other shareholders to hold corporate leaders accountable to the highest possible standard of conduct.

In the opinion of the proponent, this review should at a minimum encompass the duties of:

• Loyalty, including clarifying the relationship between loyalty to the company and to society

• Care, including clarifying any duty of directors or officers to take action when having sufficient notice of potential impacts of corporate activities on society;

• Candor, including clarifying the extent to which directors and officers are required to provide balanced, truthful accounts of all matters disclosed in communications with stockholders and other stakeholders.

The Board is encouraged to utilize independent experts on corporate governance and accountability in preparing the policy review.

[1] Financial Crisis Inquiry Commission Report.

[2] 6 http://www.bloomberg.com/video/benmosche-lot-of-institutions-didn-t-do-their-jobs-zn2hO2b3SVaFsi8_zGBv_A.html