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March 17, 2017
To my Fellow Shareholders:
It is an honor for me to serve as Lead Non-Management Director on your behalf, and I am
fortunate to work with a diverse group of knowledgeable and experienced Board members
who are committed to overseeing corporate governance and business strategy effectively and
prudently. On behalf of my fellow directors, I want to share some of our key areas of focus over
the past year.
Shareholder Engagement
I have worked with the Company’s Investor and Rating Agency Relations team to ensure we
understand the opinions and positions of our shareholders. Our outreach has included Financial
Analyst Briefings, attended by many of our shareholders, in both New York and Tokyo as well as
other meetings with institutional investors. As a result of these efforts, the Board has received
invaluable feedback, related to our board practices, executive compensation structure and
sustainability efforts, resulting in positive dialogue and actions on behalf of you, our shareholders.
Board Composition and Succession Planning
The Board engages in a regular self-evaluation process to ensure we maintain the right
balance of perspective, experience, skill sets and subject matter experts required for prudent
oversight of the Company. We believe it is appropriate to maintain a balance of longer-tenured
members who bring valuable, Company-specific knowledge that lends a historical perspective
with newer members who bring fresh viewpoints and new ideas. Accordingly, over the last five
years, we have added six new directors—most recently, Karole Lloyd, who brings a wealth of
financial, accounting and auditing experience and a new, external perspective to our Board.
Corporate Activities
A major part of the Board’s responsibility is working to ensure that the Company is well-
positioned in both the short and long term. In 2016 the Board oversaw a variety of corporate
activities. Among other things, Aflac initiated the process of converting Aflac’s Japan branch to
a subsidiary, which will better align the Company with more common global regulatory practices
and corporate structures.
Executive Compensation Program
In response to feedback from investors, our long-term incentive compensation program no
longer relies on annual measurements of average risk-based capital (RBC) over a three-year
period, and instead incorporates a single three-year measure of RBC in 2016, together with
additional new performance criteria in 2017. We believe this revision to executive compensation
appropriately motivates executives to focus on the long-term growth of the Company while
appropriately minimizing risk to policyholders and the Company.
With these bigger-picture topics in mind, I encourage you to review the accompanying proxy
and associated materials and to vote your shares before our annual meeting on May 1, 2017.
The Board looks forward to receiving and acting upon feedback from our investors, and we
thank you for your support.
Sincerely,
Douglas W. Johnson
Lead Non-Management Director
AFLAC INCORPORATED
2017 PROXY STATEMENT