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serving as a liaison between management and
the Board; and
in coordination with the Chairman
of the Board,
facilitating the annual Board self-evaluation.
Furthermore, the Lead Non-Management Director has
the ability to call meetings of the independent Directors.
Director Nominating Process
The Corporate Governance Committee believes that
the minimum qualifications for serving as a Director of
the Company are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability
to make a meaningful contribution to the Board’s
oversight of the business and affairs of the Company
and have an impeccable record and reputation for
honest and ethical conduct in both his or her
professional and personal activities. In addition, the
Corporate Governance Committee examines a
candidate’s specific experiences and skills, time
availability in light of other commitments, potential
conflicts of interest and independence from
management and the Company. The Corporate
Governance Committee also seeks to create a Board
that is strong in its collective knowledge and has a
diversity of backgrounds, skills and experience with
respect to accounting and finance, management and
leadership, vision and strategy, business operations,
business judgment, industry knowledge, corporate
governance and global markets. The Company’s
Guidelines on Significant Corporate Governance Issues
provide that diversity is a factor the Corporate
Governance Committee should consider in nominating
Directors. The diversity of Board and Committee
members (which would include gender, ethnicity, race,
color, and national origin) is one of the specified criteria
considered by the Board as part of its annual self-
evaluation.
The Corporate Governance Committee identifies
potential nominees by asking current Directors and
executive officers to notify the Corporate Governance
Committee if they become aware of persons that meet
the criteria described above and who have had a
change in circumstances that might make them
available to serve on the Board (for example, if an
individual has retired as chief executive officer or chief
financial officer of a public company or exited
government or military service). The Corporate
Governance Committee may also, from time to time,
engage firms that specialize in identifying Director
candidates. As described below, the Corporate
Governance Committee will also consider candidates
recommended by shareholders.
Once the Corporate Governance Committee identifies a
person as a potential candidate, the Corporate
Governance Committee may collect and review publicly
available information regarding the potential candidate
to assess whether that person should receive further
consideration. If the Corporate Governance Committee
determines that the candidate warrants further
consideration, the Chairman or another member of the
Corporate Governance Committee will contact the
person. Generally, if the person expresses a willingness
to be considered and to serve on the Board, the
Corporate Governance Committee requests information
from the candidate, reviews the
person’s
accomplishments and qualifications relative to any other
candidates that the Corporate Governance Committee
might be considering, and conducts one or more
interviews with the candidate. In certain instances,
Corporate Governance Committee members may
contact one or more references provided by the
candidate or may contact other members of the
business community or other persons that may have
greater firsthand knowledge of the candidate’s
accomplishments.
The
Corporate
Governance
Committee’s evaluation process does not vary based
on whether or not a candidate is recommended by a
shareholder, although, as stated below, the Board may
take into consideration the number of shares held by
the recommending shareholder and the length of time
that such shares have been held.
The Corporate Governance Committee will consider
Director candidates recommended by shareholders. In
considering candidates submitted by shareholders, the
Corporate Governance Committee will take into
consideration the needs of the Board and the
qualifications of the candidate. The Corporate
Governance Committee may also take into
consideration the number of shares held by the
recommending shareholder and the length of time that
such shares have been held. To have a candidate
considered by the Corporate Governance Committee, a
shareholder must submit the recommendation in writing
and must include: (i) the name of the shareholder and
evidence of the person’s ownership of Common Stock,
including the number of shares owned and the length of
time of ownership; and (ii) the name of the candidate,
the candidate’s resume or a listing of his or her
qualifications to be a Director of the Company and the
person’s consent to be named as a Director if selected
by the Corporate Governance Committee and
nominated by the Board. No person 20 years of age or
younger or 75 years of age or older is eligible for
election or appointment as a member of the Board of
Directors.
The shareholder recommendation and information
described above must be sent to the Corporate
Secretary at Aflac Incorporated, 1932 Wynnton Road,
Columbus, Georgia 31999, and must be received by the
Corporate Secretary not less than 90 nor more than 120
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