Aflac's 2016 Proxy

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(“CD&A”) section of this Proxy Statement, incentive
compensation performance objectives of the
Company’s management are determined and
established which are realistically obtainable so as not
to encourage excessive risk taking.
The Company has a global Disclosure Committee
comprising senior levels of management across the
Company to ensure that disclosure controls and
procedures are effective and provide, to the highest
degree of certainty possible, that the information
required to be disclosed to the investing public is
accumulated and communicated to the Disclosure
Committee to allow timely decisions regarding
disclosure.
In its annual self-evaluation, the Board discusses its
performance and oversight responsibility. In this
discussion, the Board evaluates the quality of the
information provided to Directors by the Audit and Risk
Committee about the Company’s risk management and
corporate compliance programs.
Code of Business Conduct and Ethics
The Company has a Code of Business Conduct and
Ethics, which is applicable to all Directors and
employees, including executive officers, of the
Company and its subsidiaries. The Code of Business
Conduct and Ethics includes a Code of Ethics for Chief
Executive and Senior Financial Officers that sets forth
standards applicable to all officers, Directors, and
employees but has provisions specifically applicable to
the Chief Executive Officer, Chief Financial Officer, and
the Chief Accounting Officer. The Company intends to
satisfy any disclosure requirements regarding
amendments to, or waivers from, any provision of the
Code of Business Conduct and Ethics by posting such
information on the Company’s website,
under “Investors” then “Corporate Governance.”
Chief Executive Officer and Executive Management Succession Planning
The Board of Directors, in coordination with the
Corporate Governance Committee, is responsible for
Chief Executive Officer continuity succession planning
and succession planning for key executives to ensure
continuity in senior management. The Board of
Directors, in coordination with the Corporate
Governance Committee, also ensures that the
Company has appropriate steps in place to address
emergency Chief Executive Officer succession planning
in the event of extraordinary circumstances.
As part of the Company’s Chief Executive Officer
continuity succession planning, the Company’s Chief
Executive Officer, in coordination with the Company’s
executive management team, including the General
Counsel and the Director of Human Resources,
periodically provides recommendations and evaluations
of potential successors to the Chief Executive Officer
position, along with a review of any development plans
recommended for such individuals, to the Corporate
Governance Committee. As part of the Company’s
succession planning for key executives, the Corporate
Governance Committee, in coordination with the Chief
Executive Officer and executive management, identifies
potential successors to executive management
positions.
The Chief Executive Officer reviews executive
succession planning and management development at
an annual executive session of non-management
Directors.
Communications with Directors
Shareholders may contact members of the Board by
mail. To communicate with the Board of Directors, any
individual Director or any group or committee of
Directors (including Non-employee Directors as a
group), correspondence should be addressed to the
Board of Directors or any such individual Director or
group or committee of Directors by either name or title.
All such correspondence should be sent to the
Corporate Secretary of Aflac Incorporated at the
following address: 1932 Wynnton Road, Columbus,
Georgia 31999.
All communications received as set forth in the
preceding paragraph will be opened by the Corporate
Secretary for the sole purpose of determining whether
the contents represent a message to the Directors. Any
contents that are not in the nature of advertising,
promotions of a product or service, or patently offensive
material will be forwarded promptly to the addressee. In
the case of communications to the Board of Directors or
any group or committee of Directors, the Secretary’s
office will make sufficient copies of the contents to send
to each Director who is a member of the group or
committee to which the envelope is addressed.
It is Company policy that each of the Directors attends
the Annual Meeting. All of the Directors were in
attendance at the 2015 Annual Meeting.
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