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AFLAC INCORPORATED
2017 PROXY STATEMENT
63
Audit and Risk Committee R port
In performing all of these functions the Audit and Risk Committee acts in an oversight capacity. The Audit and Risk
Committee reviews the Company’s quarterly and annual reports on Form 10-Q and Form 10-K prior to filing with
the SEC. In its oversight role the Audit and Risk Committee relies on the work and assurances of the Company’s
management, which has the primary responsibility for establishing and maintaining adequate internal control over
financial reporting and for preparing the financial statements and other reports, and of KPMG, which is engaged to
audit and report on the consolidated financial statements of the Company and the effectiveness of the Company’s
internal control over financial reporting.
In reliance on these reviews and discussions, and the reports of KPMG, the Audit and Risk Committee has
recommended to the Board of Directors, and the Board has approved, the audited financial statements to be included
in the Company’s Annual report on Form 10-K for the year ended December 31, 2016, for filing with the SEC.
For additional information, see the “The Audit and Risk Committee” section on page 22.
Audit and Risk Committee
Douglas W. Johnson, Chairman
W. Paul Bowers
Charles B. Knapp
Karole F. Lloyd
Joseph L. Moskowitz
Melvin T. Stith
Related Person Transactions
The Company recognizes that transactions between the Company and any of its Directors or executives
can present potential or actual conflicts of interest and create the appearance that decisions are based on
considerations other than the best interests of the Company and its shareholders. Accordingly, consistent
with our Code of Business Conduct and Ethics, it is the Company’s preference to avoid such transactions.
Nevertheless, there are situations where such transactions may be in, or not inconsistent with, the best interests
of the Company and its shareholders. Therefore, the Company has adopted a written policy that requires the
Audit and Risk Committee to review and, if appropriate, to approve or ratify any such transactions. Pursuant to the
policy, the Audit and Risk Committee will review any transaction in which the Company is or will be a participant
and the amount involved exceeds $120,000 in any fiscal year, and in which any of the following had, has, or will
have a direct or indirect material interest: (i) a Director, (ii) an executive officer, (iii) a holder of more than 5% of
the Company’s outstanding shares, (iv) an immediate family member of any of these persons, or (v) any firm,
corporation or other entity in which one of these persons is employed or is a general partner or principal or in a
similar position, or in which such person has a 5% or greater beneficial interest. During its review, the Audit and
Risk Committee considers a number of factors, including whether the related person transaction is on terms no
less favorable to the Company than may reasonably be expected in arm’s-length transactions. The Audit and
Risk Committee will only approve or ratify those transactions that it determines in good faith are in, or are not
inconsistent with, the best interests of the Company and its shareholders.
Each of the following ongoing transactions has been reviewed and ratified by the Audit and Risk Committee:
Kriss Cloninger III is President of the Company and a member of the Board of Directors. His son, Kriss Alan
Cloninger, has been employed with the Company since 2013. Kriss Alan Cloninger is a Field Force Consultant.
In 2016, his total compensation, including salary, bonuses, commissions and other benefits, was $185,913. The
compensation for Kriss Alan Cloninger is commensurate with that of his peers.