Governance Practices: Shareholder Rights
Travelers Articles of Incorporation and Bylaws, together with our Governance Guidelines, define and protect our shareholders’ rights, including through:
- Annually elected directors. The annual election of directors reinforces the Board’s accountability to shareholders.
- Proxy access. Shareholders may include director nominees in our Proxy Statement if certain conditions are met.
- Majority vote standard for director elections. In uncontested elections, a director who receives fewer votes ‘‘For’’ election than ‘‘Against’’ must promptly tender a resignation to the Board.
- Single voting class. Travelers common stock is the only class of shares outstanding.
- No poison pill. Travelers does not have a poison pill.
- Right to call a special meeting. Special meetings of the shareholders may be called at any time by a shareholder or shareholders holding 10% of voting power of all shares entitled to vote or 25% where the meeting relates to a business combination.
More about governance practices
Approach
The Board of Directors and management of Travelers are committed to implementing sound corporate governance practices with the goal of ensuring that the company operates ethically and with integrity and is managed to maximize the long-term interests of its shareholders.
Board independence & diversity
The Board of Directors seeks to ensure that it is composed of members whose particular expertise, qualifications, attributes and skills, when taken together, allow the Board to satisfy its oversight responsibilities effectively.
Board & executive compensation
Our director and executive compensation programs are designed to reinforce a long-term perspective and to align the long-term interests of our executives and directors with those of our shareholders.