相互生命保険会社における契約者主権と経営者支配

抄録

Mutually organized enterprise have had a long and snccessful history in American life insurance business. In theory, mutuals, without capital item in its balance-sheet, are owned by and operated for the benefit of the policyowners, and their boards of directors or “trustees” are elected by them, typically exemplified by the original Charter and By-Laws of the Mutual Life Insurance Company of New York, the first mutual in the United States. But in practice, officers and directors of mutuals, although claiming democracy of their companies, have completely ignored the sovereignty of policyowners, who have consequently been silent majority for nearly one and a half century.
The third president of the Mutual Life usurped the control through proxy contests and established his autocracy, so-called “Winston regime”. He and his vice-president held so many proxies, compared to “Children of Israel, ” that no one succeded in defeating his rule. Management control were dramatically disclosed by the Armstrong Committee of the New York Legislature in 1905, saying “Notwithstanding their theoretical rights, policyholders have had little or no voice in the management. Entrenched behind proxies, easily collected by subservient agents and running for long periods, unless expressly revoked, the officers of these companies have occupied unassailable positions and have been able to exercise despotic power”. With all the drastic revision of the New York Insurance laws, nothing happened in the elections of mutuals except temporary excitement, and management control continued at no stands for more than thirty years later the Temporary National Economic Committee disclosed the fact. “Life Insurance executives and directors constitute a small group that is self-appointing and self-perpetuating”. Another thirty years-plus have passed since TNEC, and the situation remains the same. All the while mutual managements have been criticized and refuted in the courts, legislatures of the stastes and journals, it has been desparately impossible to find out an effective means to bring indifferent policyowners to annual elections.