Attached files
file | filename |
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10-K/A - FORM 10-K/A - AMERICAN INTERNATIONAL GROUP, INC. | y90581e10vkza.htm |
EX-31 - EX-31 - AMERICAN INTERNATIONAL GROUP, INC. | y90581exv31.htm |
EX-99.2 - EX-99.2 - AMERICAN INTERNATIONAL GROUP, INC. | y90581exv99w2.htm |
Exhibit 99.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
SECTION 111(B)(4) OF THE EMERGENCY ECONOMIC STABILIZATION
ACT OF 2008
SECTION 111(B)(4) OF THE EMERGENCY ECONOMIC STABILIZATION
ACT OF 2008
I, Robert H. Benmosche, certify, based on my knowledge, that:
(i) The Compensation and Management Resources Committee of the Board of Directors (the Committee)
of American International Group, Inc. (AIG) has discussed, reviewed, and evaluated with senior
risk officers, at least every six months during any part of the period beginning January 1, 2010
and ending December 31, 2010 (the most recently completed fiscal year that was a TARP period),
the senior executive officer (SEO) compensation plans and the employee compensation plans and the
risks these plans pose to AIG;
(ii) The Committee has identified and taken steps to limit, during the most recently completed
fiscal year that was a TARP period, any features of the SEO compensation plans that could lead SEOs
to take unnecessary and excessive risks that could threaten the value of AIG, and has identified
any features of the employee compensation plans that pose risks to AIG and has taken all reasonable efforts to limit
those features to ensure that AIG is not unnecessarily exposed to risks;
(iii) The Committee has reviewed, at least every six months during any part of the most recently
completed fiscal year that was a TARP period, the terms of each employee compensation plan and
identified any features of the plan that could encourage the manipulation of reported earnings of
AIG to enhance the compensation of an employee, and has limited those features that would encourage the
manipulation of reported earnings of AIG;
(iv) The Committee will certify to the reviews of the SEO compensation plans and employee
compensation plans required under (i) and (iii) above;
(v) The Committee will provide a narrative description of how it limited, during any part of the
most recently completed fiscal year that was a TARP period, the features in (A) SEO compensation
plans that could lead SEOs to take unnecessary and excessive risks that could threaten the value of
AIG; (B) Employee compensation plans that unnecessarily expose AIG to risks; and (C) Employee
compensation plans that could encourage the manipulation of reported earnings of AIG to enhance the
compensation of an employee;
(vi) AIG has required that bonus payments (bonus payments), as defined in the regulations and
guidance established under section 111 of the Emergency Economic Stabilization Act of 2008
(EESA), of the SEOs and next twenty most highly compensated employees be subject to a recovery or
clawback provision during any part of the most recently completed fiscal year that was a TARP
period if the bonus payments were based on materially inaccurate financial statements or any other
materially inaccurate performance metric criteria to the extent required by the regulations and
guidance established under section 111 of EESA;
(vii) AIG has prohibited any golden parachute payment, as defined in the regulations and guidance
established under section 111 of EESA, to an SEO or any of the next five most highly compensated
employees during any part of the most recently completed fiscal year that was a TARP period;
(viii) AIG has limited bonus payments to its applicable employees, in accordance with section 111
of EESA and the regulations and guidance established thereunder, during any part of the most
recently completed fiscal year that was a TARP period, and has received approvals from the Office
of the Special Master for TARP Executive Compensation for compensation payments and structures as
required under the regulations and guidance established under section 111 of EESA, and has not made
any payments inconsistent with those approved payments and structures;
(ix) AIG and its employees have complied with the excessive or luxury expenditures policy (as
defined in the regulations and guidance established under section 111 of EESA) established by the
Board of Directors of AIG, during any part of the most recently completed fiscal year that was a
TARP period and any expenses that, pursuant to this policy, required approval of the Board of
Directors, a committee of the Board of Directors, an SEO, or an executive officer with a similar
level of responsibility were properly approved;
(x) AIG will permit a non-binding shareholder resolution in compliance with any applicable Federal
securities rules and regulations on the disclosures provided under the Federal securities laws
related to SEO compensation paid or accrued during any part of the most recently completed fiscal
year that was a TARP period;
(xi) AIG will disclose the amount, nature, and justification for the offering during any part of
the most recently completed fiscal year that was a TARP period of any perquisites, as defined in
the regulations and guidance established under section 111 of EESA, whose total value exceeds
$25,000 for any employee who was subject to the bonus payment limitations identified in paragraph (viii);
(xii) AIG will disclose whether AIG, the Board of Directors of AIG, or the Committee has engaged,
during any part of the most recently completed fiscal year that was a TARP period, a compensation
consultant; and the services the compensation consultant or any affiliate of the compensation
consultant provided during this period;
(xiii) AIG has prohibited the payment of any gross-ups, as defined in the regulations and guidance
established under section 111 of EESA, to the SEOs and the next twenty most highly compensated
employees during any part of the most recently completed fiscal year that was a TARP period;
(xiv) AIG has substantially complied with all other requirements related to employee compensation
that are provided in the agreements between AIG and the United States Department of the Treasury
(Treasury), including any amendments;
(xv) AIG has submitted to Treasury a complete and accurate list of the SEOs and the twenty next
most highly compensated employees for the 2010 fiscal year, with the non-SEOs ranked in descending
order of level of annual compensation, and with the name, title, and employer of each SEO and most
highly compensated employee identified; and
(xvi) I understand that a knowing and willful false or fraudulent statement made in connection with
this certification may be punished by fine, imprisonment, or both. (See, for example, 18 U.S.C. 1001.)
Date: March 31, 2011
/s/ ROBERT H. BENMOSCHE | ||||
Robert H. Benmosche | ||||
Chairman and Chief Executive Officer | ||||