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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 Company decisions are
based on considerations other than the best interests
of the Company and its shareholders. Accordingly,
consistent with the Company’s Code of Business
Conduct and Ethics, as a general matter, it is the
Company’s preference to avoid such transactions.
Nevertheless, the Company recognizes that there are
situations where such transactions may be in, or may
not be inconsistent with, the best interests of the
Company and its shareholders. Therefore, the
Company has adopted a written policy which requires
the Company’s Audit Committee to review and, if
appropriate, to approve or ratify any such
transactions. Pursuant to the policy, the Audit
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) the Company’s
Directors, (ii) the Company’s executive officers, (iii)
holders of more than 5% of the Company’s
outstanding shares, (iv) immediate family members of
any of these persons, or (v) any firm, corporation or
other entity in which these persons are 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 Committee
considers a number of factors it deems appropriate
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
with unrelated parties. The Audit Committee will only
approve or ratify those transactions that are in, or are
not inconsistent with, the best interests of the
Company and its shareholders, as the Audit
Committee determines in good faith.
Each of the following ongoing transactions has been
reviewed and ratified by the Audit Committee:
Joey M. Loudermilk was an Executive Vice President,
General Counsel of the Company. Mr. Loudermilk
retired from the Company on December 31, 2014. His
son, J. Matthew Loudermilk, was employed by Aflac
from 2001 through 2012, and his brother, Gregg S.
Loudermilk, has been employed by Aflac since 2006.
Beginning in 2013, J. Matthew Loudermilk is Vice
President and Corporate Secretary of the Company
and Aflac, and in 2014 his total compensation,
including salary, bonuses, equity awards and other
benefits was $271,381. Gregg S. Loudermilk is a
Senior Manager and Sales Chief of Staff for Aflac, and
in 2014 his total compensation, including salary,
bonuses, equity awards and other benefits was
$181,583. The compensation for both J. Matthew
Loudermilk and Gregg S. Loudermilk is
commensurate with that of their peers.
Thomas J. Kenny was appointed by the Board of
Directors to fill a vacancy on the Board on February
10, 2015. Effective February 9, 2015, the Company
terminated a consulting agreement that it entered into
with Mr. Kenny on April 19, 2012, pursuant to which
Mr. Kenny provided certain consulting services to the
Investment and Investment Risk Committee of the
Board. Prior to April 19, 2014, Mr. Kenny’s fee was
$150,000 per year for his consulting services, and
after April 19, 2014, in exchange for additional
consulting services, Mr. Kenny’s fee was raised to
$240,000 per year.
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