(Bloomberg) ? American International Group Inc., the insurer that restated $3.9 billion of profit in May, now has a ?productive? relationship with regulators probing its accounting, chairman Frank Zarb told shareholders.

?AIG in recent months has forged a productive, constructive, professional relationship with our regulators,? Zarb said at AIG?s annual meeting in New York today. ?This company is committed to working openly, without reservation.?

Zarb?s pledge distances the world?s largest insurer from Maurice ?Hank? Greenberg, the ousted chairman and chief executive officer, who once said overzealous regulators were turning ?foot-faults into murder charges.? AIG, which boosted its quarterly dividend 20 percent, is trying to regain investor confidence after accounting investigations wiped out as much as $59 billion of market value and led New York Attorney General Eliot Spitzer to accuse the company of fraud.

?There is still a lot of anger out there, but people have taken notice of what the board has already been doing,? Patrick McGurn, an executive vice president at proxy adviser Institutional Shareholder Services, said before the meeting.

Shareholders re-elected the 15 nominated directors and approved keeping PricewaterhouseCoopers LLP as the company?s auditor, casting a majority of votes in favour, Zarb said. Another proxy advisory firm, Glass Lewis & Co., had recommended that shareholders withhold votes for everyone but Zarb, new CEO Martin Sullivan, and three directors who were appointed this year. Withholding votes would be a symbolic protest because directors need just a single favourable ballot to be re-elected. The company won?t release the number of withheld votes until its third-quarter financial report to the US Securities and Exchange Commission.

AIG in May lowered net income from the past five years by ten percent, saying it improperly accounted for reinsurance contracts and other transactions, in part because former senior managers secretly altered the books.

Greenberg, a co-defendant in Spitzer?s lawsuit against AIG, has contested much of the restatement, accusing the insurer of making unnecessary accounting corrections to appease regulators.

?It has been a very challenging and even a very sad year at AIG,? said Zarb, a former Nasdaq chairman who joined AIG?s board in 2001 and is serving as interim chairman until a replacement is found. He declined to comment on specifics of the probes. The company has said it wants to settle with Spitzer.

AIG aims to fix deficiencies in its internal controls by the end of the year, chief financial officer Steven Bensinger told shareholders.

The company has created a disclosure committee, expanded the scope of panels that review complex financial transactions, and hired former SEC chairman Arthur Levitt as a special adviser to the board.

?Although there is certainly much more to be done before we can declare victory, plans are well under way,? said Bensinger, who took over as CFO after AIG fired Howard Smith for failing to cooperate with regulators.

AIG director Bernard Aidinoff will likely step down as chairman of the board?s nominating and corporate governance committee ?at some point,? Levitt said in an interview at the meeting. Aidinoff, who has been head of the panel since it was formed in 2002, declined to comment, saying he hadn?t shared his plans with the board. The Wall Street Journal earlier reported that he would step down from the committee.

Lee Wolosky, one of Greenberg?s attorneys, attended the meeting on Greenberg?s behalf. Greenberg held 1.8 percent of AIG?s outstanding shares as of March. Wolosky declined to comment on how Greenberg voted them. Greenberg, 80, ran AIG for almost 40 years, boosting its assets more than a thousand-fold and making more than $50 billion in acquisitions to reach 50 million customers. Sullivan, 51, thanked Greenberg for his service and wished him well.

?After Hank Greenberg has departed, investors wonder whether the company can carry on,? said Levitt, who is also a board member of Bloomberg LP, the parent of Bloomberg News. ?They?ve got to hear that management is solid, picking up the ball from the departure of a very-involved CEO.?

AIG yesterday increased its quarterly shareholder dividend to 15 cents a share from 12.5 cents. The stock rose 41 cents to $62.65 at 3.08 p.m. in New York Stock Exchange composite trading. The stock had fallen as much as 31 percent after the company disclosed accounting subpoenas from Spitzer and the SEC on February 14. It?s down 14 percent from that day.