23 / 68
when appropriate, discussing with the
Chairman matters addressed at such executive
sessions;
facilitating discussions, between Board
meetings, among the Non-employee Directors
as appropriate;
serving as a liaison between the Non-employee
Directors and the Chairman of the Board;
serving as a liaison between management and
the Board; and
chairing the meeting of the Board when it is
conducting its annual Board self-evaluation.
Furthermore, the Lead Non-Management Director has
the ability to call meetings of the independent Directors.
Communications with Directors
Shareholders may contact members of the Board by
mail. To communicate with the Board of Directors, any
individual Director or any group or committee of
Directors (including Non-employee Directors as a
group), correspondence should be addressed to the
Board of Directors or any such individual Director or
group or committee of Directors by either name or title.
All such correspondence should be sent to the
Corporate Secretary of Aflac Incorporated at the
following address: 1932 Wynnton Road, Columbus,
Georgia 31999.
All communications received as set forth in the
preceding paragraph will be opened by the Corporate
Secretary for the sole purpose of determining whether
the contents represent a message to the Directors. Any
contents that are not in the nature of advertising,
promotions of a product or service, or patently offensive
material will be forwarded promptly to the addressee. In
the case of communications to the Board of Directors or
any group or committee of Directors, the Secretary’s
office will make sufficient copies of the contents to send
to each Director who is a member of the group or
committee to which the envelope is addressed.
It is Company policy that each of the Directors attends
the Annual Meeting. All of the Directors were in
attendance at the 2014 Annual Meeting.
Director Nominating Process
The Corporate Governance Committee will consider
Director candidates recommended by shareholders. In
considering candidates submitted by shareholders, the
Corporate Governance Committee will take into
consideration the needs of the Board and the
qualifications of the candidate. The Corporate
Governance Committee may also take into
consideration the number of shares held by the
recommending shareholder and the length of time that
such shares have been held. To have a candidate
considered by the Corporate Governance Committee, a
shareholder must submit the recommendation in writing
and must include: (i) the name of the shareholder and
evidence of the person’s ownership of Common Stock,
including the number of shares owned and the length of
time of ownership; and (ii) the name of the candidate,
the candidate’s resume or a listing of his or her
qualifications to be a Director of the Company and the
person’s consent to be named as a Director if selected
by the Corporate Governance Committee and
nominated by the Board. No person 20 years of age or
younger or 75 years of age or older is eligible for
election or appointment as a member of the Board of
Directors.
The shareholder recommendation and information
described above must be sent to the Corporate
Secretary at Aflac Incorporated, 1932 Wynnton Road,
Columbus, Georgia 31999, and must be received by the
Corporate Secretary not less than 90 nor more than 120
days prior to the anniversary date of the immediately
preceding annual meeting of shareholders; provided,
however, that in the event that the annual meeting is
called for a date that is not within 25 days before or
after such anniversary date, notice by the shareholder,
to be timely, must be so received no later than the close
of business on the tenth day following the day on which
such notice of the date of the annual meeting was
mailed or such public disclosure was made, whichever
occurs first.
The Corporate Governance Committee believes that
the minimum qualifications for serving as a Director of
the Company are that a nominee demonstrate, by
significant accomplishment in his or her field, an ability
to make a meaningful contribution to the Board’s
oversight of the business and affairs of the Company
and have an impeccable record and reputation for
honest and ethical conduct in both his or her
professional and personal activities. In addition, the
Corporate Governance Committee examines a
candidate’s specific experiences and skills, time
availability in light of other commitments, potential
conflicts of interest and independence from
management and the Company. The Corporate
Governance Committee also seeks to create a Board
that is strong in its collective knowledge and has a
diversity of backgrounds, skills and experience with
respect to accounting and finance, management and
leadership, vision and strategy, business operations,
19