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Governance Committee may consider the number of shares held by the recommending shareholder and the
length of time such shares have been held.
To recommend a candidate for the Board, a shareholder must submit the recommendation in writing, including:
(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
qualifications to be a Director, and the candidate’s consent to be named as a Director if nominated by the Board.
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 days prior to the anniversary date of the immediately preceding
annual meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date
that is not within 25 days before or after such anniversary date, notice by the shareholder, to be timely, must be so
received no later than the close of business on the tenth day following the day on which such notice of the date of
the annual meeting was mailed or such public disclosure was made, whichever occurs first.
Shareholder recommendations and accompanying information should be sent to the Corporate Secretary at Aflac
Incorporated as described at the end of this Proxy Statement under the heading “Other Proposals or Director
Nominations to be brought before our 2018 Annual Meeting.”
Our proxy access bylaw permits a shareholder (or group of up to twenty shareholders) owning shares of our
outstanding capital stock representing at least 3% of the votes entitled to be cast on the election of directors
to nominate and include in our proxy materials director candidates constituting up to 20% of the Board. The
nominating shareholder or group of shareholders must have owned their shares continuously for at least three
years, and the nominating shareholder(s) and nominee(s) must satisfy other requirements specified in our Bylaws.
Enterprise-Wide Risk Oversight
Our Board of Directors oversees an enterprise-wide approach to risk management, designed to achieve organizational
and strategic objectives, to improve long-term performance, and to enhance shareholder value. Risk management
requires more than just understanding the risks we face and the steps management takes to manage those risks. The
Board also must understand what level of risk is appropriate for the Company. Our Directors are equipped to make all
of these determinations because they are integral to the process of setting the Company’s business strategy.
While the Board of Directors oversees the risk management process generally, several Board and management
committees have specific roles that correspond with their areas of responsibility.
Audit and Risk Committee
Under its charter, the Audit and Risk Committee’s responsibilities include risk management and compliance
oversight. Specifically, the Audit and Risk Committee:
●●
discusses guidelines and policies governing the process by which senior management and the relevant
departments of the Company assess and manage exposure to risk;
●●
reviews the Company’s risk assessment and enterprise risk-management framework, including risk
management guidelines, risk appetite, risk tolerances, key risk policies and control procedures;
●●
reviews critical regulatory risk-management filings and enterprise risk-management material shared with
regulators and rating agencies;
●●
reviews the general structure, staffing models, and engagement of the Company’s risk governance
departments and practices;
●●
reviews the Company’s major financial risk exposures and evaluates processes and controls that management
has adopted to monitor and control those risks;
●●
meets in executive session with key senior leaders involved in risk management;
●●
reviews with the internal auditors, the independent auditor, and the Company’s financial management team the
adequacy and effectiveness of our internal controls, including information security policies and internal controls
regarding information security, and any special steps adopted in light of material control deficiencies; and
●●
reports to the Board, at least annually, with respect to matters related to key enterprise risks and risk
management areas of concentration.
Corporate Governance
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Enterprise-Wide Risk Oversight
AFLAC INCORPORATED
2017 PROXY STATEMENT
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