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BOARD AND COMMITTEES
During 2014, the Board of Directors met five times, and
all Directors attended 100% of the Board of Directors
meetings and at least 75% of the meetings of the Board
Committees on which they served.
The current principal seven Board of Directors
committees are Acquisition, Audit, Compensation,
Corporate Governance, Executive, Investment and
Investment Risk, and Sustainability. The Audit
Committee charter, the Compensation Committee
charter, and the Corporate Governance Committee
charter, as well as the Company’s Guidelines on
Significant Corporate Governance Issues and the Code
of Business Conduct and Ethics, can all be found at the
Company’s website, aflac.com, under “Investors” then
“Corporate Governance.” These documents are also
available in print to shareholders upon request.
Shareholders may submit their request to Aflac
Incorporated, Corporate Secretary, 1932 Wynnton
Road, Columbus, Georgia 31999.
The Acquisition Committee
The Acquisition Committee of the Board of Directors
reviews acquisition strategies with the Company's
management, investigates acquisition candidates on
behalf of the Company, and recommends acquisition
strategies and candidates to the Company's Board, as
appropriate. The Acquisition Committee is composed of
Charles B. Knapp (Chairman), Elizabeth J. Hudson, and
Takuro Yoshida.
The Audit Committee
The Audit Committee is a separately designated
standing audit committee established in accordance
with section 3(a)(58)(A) of the Exchange Act. The Audit
Committee has the following primary duties and
responsibilities: (i) to oversee that management has
maintained the reliability and integrity of the financial
reporting process and systems of internal controls of
the Company and its subsidiaries regarding finance,
accounting, and legal matters; (ii) to issue annually the
Audit Committee Report set forth below; (iii) to select,
oversee, evaluate, determine funding for and, where
appropriate, replace or terminate the Company’s
independent registered public accounting firm and
monitor its independence; (iv) to oversee the
performance of the Company’s internal auditing
department; (v) to assist Board oversight of the
Company’s compliance with legal and regulatory
requirements; (vi) to provide an open avenue of
communication among the independent registered
public accounting firm, management, the internal
auditing department, and the Board; and (vii) to review
and monitor the adequacy of enterprise risk
management activities of the Company. In addition, the
Audit Committee’s charter provides that the Audit
Committee shall discuss guidelines and policies
governing the process by which senior management of
the Company and the relevant departments of the
Company assess and manage the Company’s
exposure to risk, as well as the Company’s major
financial risk exposures and the steps management has
taken to monitor and control such exposures.
The Audit Committee also pre-approves audit and non-
audit services provided by the Company’s independent
registered public accounting firm and pre-approves or
ratifies all related person transactions that are required
to be disclosed in the Company’s annual proxy
statement. In addition, it is the responsibility of the Audit
Committee to select, oversee, evaluate, determine
funding for, and, where appropriate, replace or
terminate the independent registered public accounting
firm. At least annually, the Audit Committee reviews the
services performed and the fees charged by the
independent registered public accounting firm.
The independent registered public accounting firm has
direct access to the Audit Committee and may discuss
any matters that arise in connection with its audits, the
maintenance of internal controls, and any other matters
relating to the Company’s financial affairs. The Audit
Committee may authorize the independent registered
public accounting firm to investigate any matters that
the Audit Committee deems appropriate and may
present its recommendations and conclusions to the
Board.
The Audit Committee is composed of Douglas W.
Johnson (Chairman and financial expert), W. Paul
Bowers (financial expert), Charles B. Knapp, and Melvin
T. Stith. All Audit Committee members qualify as
“outside” Directors as defined by Section 162(m)
(“Section 162(m)”) of the Internal Revenue Code of
1986, as amended (the “IRC”), “Non-employee
Directors” within the meaning of Rule 16b-3 under the
Exchange Act, and independent Directors under the
NYSE listing standards. The Audit Committee operates
under a written charter adopted by the Board of
Directors. The Audit Committee met thirteen times
during 2014.
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