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In addition, in setting compensation, the Compensation
Committee strives to create incentives that encourage a
level of risk-taking behavior consistent with the
Company’s business strategy. As more fully discussed
in the “Compensation Discussion and Analysis”
(“CD&A”) section of this Proxy Statement, incentive
compensation performance objectives of the
Company’s management are determined and
established which are realistically obtainable so as not
to encourage excessive risk taking.
The Company has a global Disclosure Committee
comprising senior levels of management across the
Company to ensure that disclosure controls and
procedures are effective and provide, to the highest
degree of certainty possible, that the information
required to be disclosed to the investing public is
accumulated and communicated to the Disclosure
Committee to allow timely decisions regarding
disclosure.
In its annual self-evaluation, the Board discusses its
performance and oversight responsibility. In this
discussion, the Board evaluates the quality of the
information provided to Directors by the Audit
Committee about the Company’s risk management and
corporate compliance programs.
Code of Business Conduct and Ethics
The Company has a Code of Business Conduct and
Ethics, which is applicable to all Directors and
employees, including executive officers, of the
Company and its subsidiaries. The Code of Business
Conduct and Ethics includes a Code of Ethics for Chief
Executive and Senior Financial Officers that sets forth
standards applicable to all officers, Directors, and
employees but has provisions specifically applicable to
the Chief Executive Officer, Chief Financial Officer, and
the Chief Accounting Officer. The Company intends to
satisfy any disclosure requirements regarding
amendments to, or waivers from, any provision of the
Code of Business Conduct and Ethics by posting such
information on the Company’s website, aflac.com,
under “Investors” then “Corporate Governance.”
Chief Executive Officer and Executive Management Succession Planning
The Board of Directors, in coordination with the
Corporate Governance Committee, is responsible for
Chief Executive Officer continuity succession planning
and succession planning for key executives to ensure
continuity in senior management. The Board of
Directors, in coordination with the Corporate
Governance Committee, also ensures that the
Company has appropriate steps in place to address
emergency Chief Executive Officer succession planning
in the event of extraordinary circumstances.
As part of the Company’s Chief Executive Officer
continuity succession planning, the Company’s Chief
Executive Officer, in coordination with the Company’s
executive management team, including the General
Counsel and the
Director of Human Resources,
periodically provides recommendations and evaluations
of potential successors to the Chief Executive Officer
position, along with a review of any development plans
recommended for such individuals, to the Corporate
Governance Committee. As part of the Company’s
succession planning for key executives, the Corporate
Governance Committee, in coordination with the Chief
Executive Officer and executive management, identifies
potential successors to executive management
positions.
The Chief Executive Officer reviews executive
succession planning and management development at
an annual executive session of non-management
Directors.
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