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Corporate Governance
Shareholder Outreach
The Company has a long history of engaging shareholders to learn about the issues and
concerns that are important to them. We believe that open communications can have a positive
influence on our corporate governance practices. For example, we are proud to have been the
first publicly traded company in the United States to voluntarily allow shareholders a say-on-pay
vote. In keeping with this governance philosophy, we communicate with our shareholders on a
regular basis and incorporate their feedback into our decision-making process.
Director Independence
The Board of Directors annually assesses the independence of each Director nominee. Daniel
P. Amos, Paul S. Amos II, and Kriss Cloninger III are all employees of the Company. With the
exception of Thomas J. Kenny, due to fees paid for his previous role as a consultant to the
Board, the Board has determined that all of the other nominees are “independent” under New
York Stock Exchange (“NYSE”) listing standards. None of the independent nominees has a
material relationship with the Company, either directly or as a partner, shareholder, or officer of
an organization that has a relationship with the Company. The Board made its determination
based on information furnished by all Directors regarding their relationships with the Company
and research conducted by management.
Board Leadership Structure
Daniel P. Amos has served as Chairman of the Board since 2001 and as CEO since 1990. The
Board believes the most effective Board leadership structure for the Company is for the CEO to
continue to serve as Chairman of the Board, working with a Lead Non-Management Director.
This structure has served the Company well for many years. The CEO is ultimately responsible
for the day-to-day operation of the Company and for executing the Company’s strategy, and
the performance of the Company is an integral part of Board deliberations. Accordingly, the
Board believes that Mr. Amos is the Director most qualified to act as Chairman. The Board
believes that Mr. Amos’ in-depth long-term knowledge of the Company’s operations and his
vision for the Company’s development provides decisive and effective leadership for the Board.
However, the Board retains the authority to modify this structure to best advance the interests
of all shareholders if circumstances warrant such a change.
The Board believes its existing corporate governance practices achieve independent oversight
and management accountability. These governance practices are reflected in the Company’s
Guidelines on Significant Corporate Governance Issues and the Committee charters. In particular:
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a substantial majority of our Board members are independent;
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the Audit and Risk, Compensation, and Corporate Governance Committees all comprise
independent Directors;
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the Company has a Lead Non-Management Director with the responsibilities described
below; and
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the Non-employee Directors meet at each regularly scheduled Board meeting in executive
session without management present.
Lead Non-Management Director
Douglas W. Johnson is currently the Lead Non-Management Director. The responsibilities of
the Lead Non-Management Director include:
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consulting with the Chairman and Secretary to establish the agenda for each Board meeting;
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setting the agenda for, and leading, all executive sessions of the Non-employee Directors;
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when appropriate, discussing with the Chairman matters addressed at such executive
sessions;
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facilitating discussions, between Board meetings, among the Non-employee Directors;
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serving as a liaison between the Non-employee Directors and the Chairman of the Board;
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serving as a liaison between management and the Board;
AFLAC INCORPORATED
2017 PROXY STATEMENT
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