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representing the Board in shareholder outreach; and
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in coordination with the Chairman of the Board, facilitating the annual Board self-evaluation.
The Lead Non-Management Director has the authority to call meetings of the independent Directors.
Board Self-Evaluation
The effectiveness of our Board is of the utmost importance. The Board recognizes that we live in a dynamic world
that requires regular self-evaluation to ensure that we have the best skill set and experience to serve the Company
and that the Board is fulfilling its responsibilities. To that end, the Corporate Governance Committee is charged
with overseeing an annual process of self-evaluation for the Board as a whole and for its individual members.
The Board’s annual self-evaluation process involves both the Chairman and the Lead Non-Management Director
separately scheduling one-on-one conferences with the Directors to address a variety of topics related to the
Board’s performance and oversight responsibility. Among other things, the Board considers its composition, with
the goal of ensuring its members have the mix of skills and subject matter expertise required for prudent oversight
of the Company. In addition, the Board evaluates the Board’s processes and operations, the Board’s organization
and committee structure, the Board’s oversight responsibility, the Board’s performance, and the quality of the
information provided to Directors by the Audit and Risk Committee about the Company’s risk management and
corporate compliance programs.
Director Nominating Process
The Corporate Governance Committee believes that, at a minimum, nominees for Director must have two qualifications:
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a demonstrated ability to make a meaningful contribution to the Board’s oversight of the business and affairs of
the Company; and
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an impeccable record and reputation for honest and ethical conduct in both professional and personal activities.
Beyond these threshold requirements, the Corporate Governance Committee examines each prospective
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 strives
to build a Board that is strong in its collective knowledge and has a diversity of backgrounds. In particular, the
Corporate Governance Committee looks for nominees with experience in the following areas:
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accounting and finance
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management and leadership
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vision and strategy
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business operations
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business judgment
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industry knowledge
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corporate governance
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global markets
Finally, the Corporate Governance Committee considers diversity (including gender, ethnicity, race, color, and
national origin) in nominating Directors. Nominees must be between the ages of 21 and 74.
The Corporate Governance Committee identifies potential nominees from three sources. The Committee seeks
suggestions from current Directors and executive officers; may engage firms that specialize in identifying director
candidates; and, as discussed below, considers candidates recommended by shareholders.
Once the Corporate Governance Committee identifies a potential nominee, members review publicly available
information to assess whether that person should receive further consideration. Candidates who warrant further
consideration will be contacted. If a potential nominee is willing to be considered for a seat on the Board, the
Corporate Governance Committee will request more information.
Generally, the Corporate Governance Committee conducts one or more interviews with each prospective
nominee. Committee members also may contact references provided by each candidate, and speak with
members of the business community or other people who may have firsthand knowledge of a candidate’s record.
This process enables the Corporate Governance Committee to compare the accomplishments and qualifications
of all potential nominees.
The Corporate Governance Committee will consider Director candidates recommended by shareholders. As with
any prospective nominee, the Corporate Governance Committee will evaluate shareholder-nominated candidates
in light of the needs of the Board and the qualifications of the particular individual. In addition, the Corporate
Corporate Governance
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Board Self-Evaluation
AFLAC INCORPORATED
2017 PROXY STATEMENT
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