Aflac's 2017 Proxy

The Audit and Risk Committee

RESPONSIBILITIES

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ensuring that management maintains the reliability and integrity of the reporting process

and systems of internal controls of the Company and its subsidiaries regarding finance,

accounting, and legal matters;

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issuing annually the Audit and Risk Committee Report set forth below;

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selecting, overseeing, evaluating, determining funding for, and, where appropriate,

replacing or terminating the independent registered public accounting firm and

monitoring that firm’s independence;

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pre-approving audit and non-audit services provided by the independent registered

public accounting firm;

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pre-approving or ratifying all related person transactions that are required to be disclosed

in this Proxy Statement;

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overseeing the performance of the Company’s internal auditing department;

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assisting with Board oversight of the Company’s compliance with legal and regulatory

requirements;

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overseeing the Company’s policies, process, and structure related to enterprise risk

engagement and management; and

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providing an open avenue of communication among the independent registered public

accounting firm, management, the internal auditing department, and the Board.

PURPOSE

The independent registered public accounting firm has direct

access to the Audit and Risk Committee and may discuss any

matters that arise in connection with its audits, the maintenance of

internal controls, and any other matters relating to the Company’s

financial affairs. The Audit and Risk Committee may authorize

the independent registered public accounting firm to investigate

any such matters, and may present its recommendations and

conclusions to the Board. At least annually, the Audit and Risk

Committee reviews the services performed and the fees charged

by the independent registered public accounting firm.

All Audit and Risk Committee members qualify as “outside”

Directors as defined by Section 162(m) of the Internal Revenue

Code of 1986, “Non-employee Directors” within the meaning

of Rule 16b-3 under the Securities Exchange Act of 1934, and

independent Directors under the NYSE listing standards, and

have been determined by the Board to be “audit committee

financial experts,” as such term is defined in Item 401(h) of

SEC Regulation S-K. Ms. Lloyd joined the Audit and Risk

Committee upon her appointment to the Board on January

6, 2017; Dr. Stith will no longer serve on the Audit and Risk

Committee after May 1, 2017.

Board and Committees

The Board of Directors met four times in 2016, and all Directors attended at least 75% of the meetings of the

Board and the Committees on which they served.

The Board of Directors has seven standing committees: Audit and Risk; Compensation; Corporate Development;

Corporate Governance; Executive; Finance and Investment; and Sustainability. Each committee (other than the

Executive Committee) operates under a written charter adopted by the Board of Directors. Charters for the Audit and

Risk Committee, the Compensation Committee, and the Corporate Governance Committee, as well as the Company’s

Guidelines on Significant Corporate Governance Issues and the Code of Business Conduct and Ethics, all can be found

on the Company’s website,

aflac.com,

under “Investors,” then “Corporate Governance.” Shareholders can request

printed copies of these documents by submitting a request to the Corporate Secretary at the address shown above.

Communications with Directors

Shareholders may contact members of the Board by mail. If you wish to communicate with the Board of Directors,

any individual Director, or any group or committee of Directors, address your correspondence to the Board or to

such individual Director, group, or committee, c/o the Corporate Secretary of Aflac Incorporated at the following

address: 1932 Wynnton Road, Columbus, Georgia 31999. The Corporate Secretary will forward any message that

is not in the nature of advertising, promotions of a product or service, or patently offensive material.

It is Company policy that each Director should attend the Annual Meeting. Twelve Directors attended the 2016

Annual Meeting.

MEMBERS

Douglas W. Johnson

(Chairman and

financial expert)

W. Paul Bowers

(financial expert)

Charles B. Knapp

(financial expert)

Karole F. Lloyd

(financial expert)

Joseph L. Moskowitz

(financial expert)

Melvin T. Stith

(financial expert)

NUMBER OF

MEETINGS IN 2016

Corporate Governance

Communications with Directors

AFLAC INCORPORATED

2017 PROXY STATEMENT