27 / 108
Finance and Investment Committee
The Finance and Investment Committee oversees the investment process and investment risk management of the
Company and its subsidiaries by monitoring investment policies, strategies, and transactions and reviewing the
performance of the investment portfolio.
Compensation Committee
The Compensation Committee strives to create incentives that encourage a level of risk-taking behavior consistent
with the Company’s business strategy. As more fully discussed in the Compensation Discussion and Analysis
section of this Proxy Statement, the Compensation Committee establishes incentive compensation performance
objectives for management that are realistically attainable so as not to encourage excessive risk taking.
Management Committees
The Company’s management is responsible for day-to-day risk management. Our enterprise risk-management
framework, which is aligned with and overseen by the Board and its Committees, includes several executive
management committees whose roles incorporate risk management across the enterprise and who provide
regular reports to the Board of Directors or its committees. For example, the global Disclosure Committee
comprises senior managers from across the Company to ensure that disclosure controls and procedures are
effective and that the information required to be disclosed to the investing public is accumulated and evaluated in
a timely manner. Other management committees are responsible for implementing policies and risk-management
processes relating to strategic, operational, investment, competitive, regulatory and legislative, product,
reputational and compliance risks.
Chief Executive Officer and Executive Management
Succession Planning
The Board of Directors, in coordination with the Corporate Governance Committee, is responsible for succession
planning for key executives to ensure continuity in senior management. As part of that effort, the Board and the
Corporate Governance Committee ensure that the Company has an appropriate process for addressing Chief
Executive Officer succession planning in the event of extraordinary circumstances.
The Chief Executive Officer plays an active role in the succession-planning process. In coordination with the
Company’s executive management team, including the General Counsel and the Director of Human Resources,
the Chief Executive Officer periodically evaluates potential successors, reviews development plans recommended
for such individuals, and makes recommendations to the Corporate Governance Committee. Together these
parties also identify potential successors for critical executive management positions. In addition, the Chief
Executive Officer reviews executive succession planning and management development at an annual executive
session of independent Directors.
Code of Business Conduct and Ethics
The Company’s Code of Business Conduct and Ethics applies to all Directors, executives, and employees of
the Company and its subsidiaries. In addition, there are provisions specifically applicable to the Chief Executive
Officer, the 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 our website,
aflac.com, under “Investors,” then “Corporate Governance.”
Investment
process
The manner in which we invest cash flows of the Company and its subsidiaries and manage
investments to emphasize safety, liquidity, returns, tax considerations, applicable laws and
regulations, and conformity with the needs of each Company.
Investment risk
Includes liquidity risk, market risk, and credit risk.
Liquidity risk
When an investment is not marketable and cannot be bought or sold quickly enough to
prevent or minimize a loss.
Market risk
The risk that market movements will cause fluctuations in the value of our assets, the
amount of our liabilities, or the income from our assets.
Credit risk
The risk of loss arising from the failure of a counterparty to perform its contractual obligations.
Corporate Governance
|
Chief Executive Officer and Executive Management Succession Planning
AFLAC INCORPORATED
2017 PROXY STATEMENT
21