How AIG’s Glazer builds good governance on good relations

Dec 17, 2020
Why Rose Marie Glazer of American International Group was named governance professional of the year (large cap) at the recent Corporate Governance Awards

Rose Marie Glazer, senior vice president, corporate secretary and deputy general counsel of American International Group (AIG), joined the company in 2017 and has been a leader in supporting and enhancing its governance ever since. Glazer’s ability to work successfully with the board, people at AIG and outside stakeholders has been a hallmark of her tenure, and one of the reasons for her many achievements over the past year.

That ability has been highly evident in Glazer’s response to the Covid-19 pandemic. She is credited with maintaining strong links with AIG’s board, executive management and her colleagues, keeping her team ‘cohesive, connected and extraordinarily effective’ during the crisis. This includes holding regular team meetings to ensure she remained up to date with important developments on company governance issues. Glazer supported the AIG board’s transition to virtual-only board meetings – and also took the swift decision to switch from an in-person to a virtual AGM.

‘Rose Marie is highly regarded by AIG’s board of directors and executive management. She is equally admired by her team for her intellect, creativity, leadership, support and thoughtful management style,’ her colleagues write.

Outside of the pandemic, Glazer has helped AIG move past a difficult say-on-pay environment by improving relations with important shareholders through an enhanced year-round engagement program. The company’s say-on-pay votes passed only narrowly in 2018 and 2019 after receiving negative proxy adviser recommendations.

Glazer led discussions with shareholders to get their feedback and was able to secure the participation of AIG’s general counsel, chief human resources officer, head of executive compensation and head of investor relations in all of the meetings. AIG’s independent board chair and the chair of AIG’s compensation and management resources committee also participated in many discussions.

She used detailed preparation materials and practice sessions to ensure the company’s representatives understood the goals of engagement meetings, stuck to a consistent narrative and were ready to answer tough questions.

Glazer says she also learned from talking with investors that some needed more than discussion – they needed to be able to point to information in the proxy statement that would help them push for a positive vote. As a result, she worked with human resources and the compensation and management resources committee to revamp AIG’s executive compensation programs and the 2020 proxy statement so that it addressed stakeholder concerns. The result was a much-improved 94 percent vote in favor of the remuneration report in 2020.

Over the past year or so, Glazer has also improved board and committee processes. For example, she advised the independent board chair and the chair of the nominating and corporate governance committee on a review of the board’s approach to board and director evaluations, then helped the chairs develop a new written questionnaire. She improved governance efficiency and effectiveness by, among other things, creating board committee agenda matrices that track actions and progress toward meeting charter and/or regulatory responsibilities, and by overhauling the board’s meeting calendar.

‘Rose Marie has worked closely with our board of directors to implement corporate governance best practices and processes,’ writes CEO Brian Duperreault. ‘The directors appreciate that her actions are designed to ensure their time is spent on high-priority topical matters.’

In terms of ESG, Glazer worked with the company’s first chief sustainability officer to produce AIG’s inaugural Task Force on Climate-related Financial Disclosures report, then launched the company’s sustainability website and sustainability employee network. In March 2020 she formally assumed oversight of AIG’s chief sustainability office and the company’s sustainability strategy.

You can read more about the winners of the Corporate Governance Awards in the Corporate Secretary Yearbook

 

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