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The Corporate Governance Committee
RESPONSIBILITIES
●●
selecting individuals qualified to serve as Directors to be nominated to stand for election
to the Board;
●●
recommending assignments to the Board’s standing committees;
●●
advising the Board with respect to matters of Board structure, composition and
procedures;
●●
developing and recommending to the Board a set of corporate governance principles
applicable to the Company;
●●
monitoring compliance with the Company’s political participation program;
●●
overseeing the evaluation of the Board; and
●●
ensuring that the Company’s management and succession plans are appropriate.
The members of the Corporate Governance
Committee are Barbara K. Rimer, DrPH (Chair),
Robert B. Johnson, and Melvin T. Stith. All
Corporate Governance Committee members
qualify as “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.
The Executive Committee
PURPOSE
Under the Company’s Bylaws, the Executive
Committee must consist of at least five Directors,
including the Chief Executive Officer, the
Chairman of the Board of Directors, the President,
and such additional Directors as the Board
may from time to time determine. Currently, the
membership of the Executive Committee also
includes the chairpersons of the Audit and Risk,
Compensation, and Corporate Governance
Committees, and includes the Company’s Lead
Non-Management Director. The Chief Executive
Officer (or another member of the Executive
Committee chosen by him) is the Chairman of
the Executive Committee. During the intervals
between meetings of the Board of Directors,
the Executive Committee may exercise all of the
powers of the Board that may be delegated under
Georgia law.
MEMBERS
Barbara K. Rimer,
DrPH
(Chair)
Robert B. Johnson
Melvin T. Stith
NUMBER OF
MEETINGS IN 2016
3
MEMBERS
Daniel P. Amos
(Chairman)
Paul S. Amos II
Kriss Cloninger
Douglas W. Johnson
Robert B. Johnson
Barbara Rimer,
DrPH
NUMBER OF
MEETINGS IN 2016
7
Corporate Governance
|
Board and Committees
AFLAC INCORPORATED
2017 PROXY STATEMENT
24