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The Compensation Committee
RESPONSIBILITIES
●●
reviewing, at least annually, the goals and objectives of the Company’s executive
compensation plans;
●●
evaluating annually the performance of the CEO with respect to such goals and
objectives and determining the appropriate compensation level;
●●
evaluating annually the performance of the Company’s other executive officers in light of such
goals and objectives, and setting their compensation levels based on this evaluation and the
recommendation of the CEO;
●●
reviewing the Company’s incentive compensation programs to determine whether they
encourage excessive risk taking, and evaluating compensation policies and practices
that could mitigate any such risk; and
●●
reviewing the Company’s general compensation and benefit plans to ensure they
promote our goals and objectives.
PURPOSE
The Compensation Committee also reviews and
approves compensation levels, equity-linked
incentive compensation, and annual incentive
awards under the Company’s Management
Incentive Plan.
The Compensation Committee recommended
and the Board adopted a policy regarding
Non-employee Director compensation and
actual Non-employee Director compensation
levels consistent with that policy. If the Board
creates a special purpose committee made up
of Non-employee Directors, the Compensation
Committee recommends remuneration for the
individuals who serve. The Board makes final
determinations regarding Non-employee Director
compensation.
The members of the Compensation Committee
are Robert B. Johnson (Chairman), Joseph L.
Moskowitz, and Douglas W. Johnson. All of these
individuals are “outside” Directors as defined by
Section 162(m) of the Internal Revenue Code,
“Non-employee Directors” within the meaning of
Rule 16b-3 under the Securities Exchange Act
of 1934, and independent Directors under NYSE
listing standards.
Compensation Committee Interlocks and
Insider Participation.
No member of the
Compensation Committee is a current or former
employee or officer of the Company or any of
its subsidiaries. During 2016, no Director was
an executive officer of another entity on whose
compensation committee any executive officer
of the Company served. In addition, no member
of the Compensation Committee had any
relationship requiring disclosure under the section
titled “Related Person Transactions” in this Proxy
Statement.
The Corporate Development Committee
RESPONSIBILITIES
●●
reviewing the Company’s corporate and strategic organization development to identify,
evaluate, and execute on appropriate opportunities that could enhance long-term growth
and build shareholder value;
●●
assisting the Board in reviewing, evaluating and approving specific strategic plans for
corporate development activities including mergers, acquisitions, dispositions, joint
venture marketing and distribution arrangements, and strategic equity investments;
●●
assisting the Board in reviewing proposals to enter new geographic markets; and
●●
reviewing corporate development proposals prepared by the Company’s officers and
managers and other strategic projects as determined by the Board to ensure consistency
with achieving long-term strategic objectives.
MEMBERS
Robert B. Johnson
(Chairman)
Joseph L. Moskowitz
Douglas W. Johnson
NUMBER OF
MEETINGS IN 2016
6
MEMBERS
W. Paul Bowers
(Chairman)
Elizabeth J. Hudson
Charles Knapp
Joseph L. Moskowitz
NUMBER OF
MEETINGS IN 2016
2
Corporate Governance
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Board and Committees
AFLAC INCORPORATED
2017 PROXY STATEMENT
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