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BOARD AND COMMITTEES
During 2015, the Board of Directors met four times, and
all Directors attended at least 75% of the meetings of
the Board and Board Committees on which they served.
The current principal seven Board of Directors
committees are Audit and Risk, Compensation,
Corporate Development, Corporate Governance,
Executive, Finance and Investment, and Sustainability.
The Audit and Risk Committee charter, the
Compensation Committee charter, and the Corporate
Governance Committee charter, as well as the
Company’s Guidelines on Significant Corporate
Governance Issues and the Code of Business Conduct
and Ethics, can all be found at the Company’s website,
aflac.com,under “Investors” then “Corporate
Governance.” These documents are also available in
print to shareholders upon request. Shareholders may
submit their request to Aflac Incorporated, Corporate
Secretary, 1932 Wynnton Road, Columbus, Georgia
31999.
The Audit and Risk (formerly Audit) Committee
The Audit and Risk Committee is a separately
designated standing audit committee established in
accordance with section 3(a)(58)(A) of the Exchange
Act.
The Audit and Risk Committee has the following
primary duties and responsibilities:
to oversee that management has maintained
the reliability and integrity of the financial
reporting process and systems of internal
controls of the Company and its subsidiaries
regarding finance, accounting, and legal
matters;
to issue annually the Audit and Risk Committee
Report set forth below;
to select, oversee, evaluate, determine funding
for and, where appropriate, replace or terminate
the Company’s independent registered public
accounting firm and monitor its independence;
to oversee the performance of the Company’s
internal auditing department;
to assist Board oversight of the Company’s
compliance with legal and regulatory
requirements;
to oversee the Company’s policies, process,
and structure related to enterprise risk
engagement and enterprise risk management;
and
to provide an open avenue of communication
among the independent registered public
accounting firm, management, the internal
auditing department, and the Board. In addition,
the Audit and Risk Committee’s charter
provides that the Audit and Risk Committee
shall discuss guidelines and policies governing
the process by which senior management of the
Company and the relevant departments of the
Company assess and manage the Company’s
exposure to risk, as well as the Company’s
major financial risk exposures and the steps
management has taken to monitor and control
such exposures.
The Audit and Risk Committee reviews periodically with
the internal auditors, together with the independent
auditor and the Company's financial management, the
adequacy and effectiveness of the internal controls of
the Company, including information security policies
and the internal controls regarding information security,
and any special steps adopted in light of material
control deficiencies.
In November 2015, the Audit Committee was reformed
as the Audit and Risk Committee, which in addition
provides direct oversight of areas of risk, such as legal,
regulatory, compliance, and information security, and
formalizes enterprise risk oversight at the Board level.
The Audit and Risk Committee’s risk management
oversight responsibilities include:
reviewing the Company’s risk assessment and
enterprise risk management framework,
including its risk management guidelines, risk
appetite, risk tolerances, key risk policies and
control procedures;
reviewing critical regulatory risk management
filings and enterprise risk management
material shared with regulators and rating
agencies;
reviewing the general structure, staffing
models, and engagement of the Company’s
risk governance departments and practices;
reviewing the Company’s major financial risk
exposures
and
evaluating
processes,
procedures, and controls that management
has adopted to monitor and control those risks;
meeting in executive session with key senior
leaders involved in risk management; and
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