8-KMaterial Agreements

TRAVELERS COMPANIES, INC. 8-K Report, Material Agreement (Nov 8, 2006)

Filed November 8, 2006For Securities:TRV

Summary

This Form 8-K filing from The St. Paul Travelers Companies, Inc. (TRV) on November 8, 2006, details a significant change in corporate governance. The Board of Directors established the new role of Lead Director to enhance oversight, particularly when the Chairman of the Board also serves as CEO or is not an independent director. John H. Dasburg was elected as the inaugural Lead Director, effective immediately, with his term extending until the May 2008 annual meeting, subject to shareholder re-election in May 2007. The Lead Director will preside over executive sessions of independent directors, set agendas, facilitate communication between directors and management, and provide input to the Chairman. This move signals a commitment to improved corporate governance and independent director engagement.

Key Highlights

  • 1The St. Paul Travelers Companies, Inc. established a new Lead Director position on its Board of Directors.
  • 2This role is designed to strengthen independent director oversight, especially when the Chairman is also CEO or not independent.
  • 3John H. Dasburg, an independent director, was elected as the first Lead Director.
  • 4The Lead Director's term will extend until the May 2008 annual meeting, subject to shareholder re-election.
  • 5Key responsibilities of the Lead Director include chairing executive sessions of independent directors, setting agendas, and acting as a liaison between directors and management.
  • 6An annual retainer of $25,000 will be paid to the Lead Director, in addition to other compensation for board service.

Frequently Asked Questions

The establishment of a Lead Director role is a corporate governance enhancement aimed at strengthening the oversight capabilities of the independent directors, particularly in situations where the Chairman of the Board may also be the CEO or not considered an independent director.

John H. Dasburg, a current independent director of The St. Paul Travelers Companies, Inc., was elected as the first Lead Director. The filing does not provide further details on his specific background in this report, but his role as an independent director suggests a focus on unbiased governance.

The Lead Director will chair executive sessions of non-management and independent directors, set their agendas, facilitate communication among directors and with senior management, and provide input to the Chairman of the Board resulting from these sessions.

Yes, the Board approved an annual retainer of $25,000 for the Lead Director, payable quarterly, in addition to any other compensation they receive for their service on the Board and its committees.