American Overseas Group Limited

Corporate Governance

Welcome to the corporate governance section of our website. In this section, you will find policies that govern our conduct and operations, as well as information about our directors, board committees, and how to contact our directors with questions or concerns.

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Guidelines and Policies

Our Board of Directors has adopted the following guidelines and policies governing our conduct, ethical behavior and communications with the public, among other matters.

Committee Charters

We have an audit committee, a governance committee, and risk management committee. Our Board of Directors has adopted the following charters governing our committees.

Board of Directors

The members of our Board of Directors are:

Steven J. Tynan
Edward F. Bader
Clement S. Dwyer, Jr.
Debra J. Roberts
David K. Steel

Committees of the Board of Directors

The members of our Committees of the Board of Directors are:

Director Attendance at Annual Meetings

Each director of the Company is expected to be present at annual meetings of shareholders, absent exigent circumstances that prevent attendance.

Shareholder Nomination of Directors

Shareholders may suggest director candidates for consideration by the Governance Committee by writing to the committee care of:

The Corporate Secretary
American Overseas Group Limited
Schroders House
131 Front Street
Hamilton, HM 12
Bermuda

The Governance Committee evaluates all director candidates in the same manner and in accordance with the same criteria, regardless of whether they are nominated by shareholders or identified by the committee. The minimum qualifications for director candidates are set forth in the Charter of the Governance Committee.

If a shareholder wishes to propose a director candidate for nomination at the annual general meeting, then the shareholder must comply with the procedures set forth in the Company's Bye-laws and Bermuda law.

Procedures for Handling Shareholder and Other Communications to the Directors

The members of the Board of Directors have instructed the Corporate Secretary to initially review all communications directed to them. Communications that are not relevant to the duties and responsibilities of the Board, such as the following, are not reported to the Board:

Spam
Junk mail and mass mailings
Resumes or other forms of job inquiries
Opinion surveys and polls
Business solicitations or advertisements

Any communications related to AOG's accounting, internal accounting controls or auditing matters will be referred promptly to the Chairman of the Audit Committee. Any allegations pertaining to a serious accounting infraction involving senior managers of the Company or any other potentially material complaint would then be investigated as directed by the Audit Committee and the results of such investigation would be reported to the Board.

All other communications received by the Corporate Secretary will be forwarded promptly to the specific Board committee or director(s) to whom it is addressed or otherwise to the non-management directors as a group.

Shareholders and other interested parties who wish to communicate with the Company's directors may do so anonymously or confidentially, and should direct correspondence to a particular director or committee, or to the directors as a group, by e-mail at info@aoreltd.com or by regular mail to: