Corporate governance FAQs

Are most of your Directors independent?
Yes. We have 13 Directors and 11 are considered independent. The Board affirmatively determined in its business judgment that Fernando Aguirre, Frank M. Clark, Betsy Z. Cohen, Roger N. Farah, Barbara Hackman Franklin, Jeffrey E. Garten, Gerald Greenwald, Ellen M. Hancock, Richard J. Harrington, Edward J. Ludwig and Joseph P. Newhouse are independent as defined in the New York Stock Exchange ("NYSE") listing standards and under Aetna's Director Independence Standards and that any relationship with the Company (either directly or as a partner, shareholder or executive officer of any organization that has a relationship with the Company) is not material under the independence thresholds contained in the NYSE listing standards and under Aetna's Director Independence Standards.

All members of the Nominating and Corporate Governance, Audit, and Compensation and Organization committees are independent Directors under the relevant standards.

Do the nonmanagement Directors meet in executive sessions without any members of management present?
Yes. Aetna's nonmanagement Directors meet in executive session, without management present, at each regularly scheduled Board meeting. During 2010, the nonmanagement Directors met eight times to discuss certain Board policies, processes and practices, the performance and the proposed performance-based compensation of the Chief Executive Officer, management succession and other matters relating to the Company and the functioning of the Board.

Does the Board of Directors have a Presiding Director? 
Yes. Edward J. Ludwig, an independent Director, is the Presiding Director. The Presiding Director is appointed annually. Generally, the Presiding Director is responsible for coordinating the activities of the independent Directors. Among other things, the Presiding Director sets the agenda for and leads the nonmanagement and independent Director sessions that the Board regularly holds, and briefs the Chairman on any issues arising from those sessions. The Presiding Director also acts as the principal liaison to the Chairman for the views, and any concerns or issues expressed by, the independent Directors, though all Directors continue to interact one-on-one with the Chairman, as needed and as appropriate. The Chairman consults with the Presiding Director, who provides input on and approves agendas for Board meetings and Board meeting schedules. The Presiding Director also consults with the other Directors and advises the Chairman about the quality, quantity and timeliness of Board information and the Board's decision-making processes.

Does the Audit Committee have a “Financial Expert”? 
Yes. The Board has determined in its business judgment that each Audit Committee member, based on his or her background and experience, has the requisite attributes of an “audit committee financial expert” as defined by the rules of the Securities and Exchange Commission.

How do I contact members of the Board of Directors? 
Anyone wishing to make their concerns known to Aetna's nonmanagement Directors or to send a communication to the entire Board may contact Edward Ludwig, the Presiding Director, by writing to Mr. Ludwig at P.O. Box 370205, West Hartford, CT 06137-0205. All such communications will be kept confidential and forwarded directly to Mr. Ludwig or the Board, as applicable. To contact Aetna's Chairman, you may write to Mr. Bertolini at Aetna Inc., 151 Farmington Avenue, Hartford, CT 06156. Communications sent to Mr. Bertolini will be delivered directly to him.

How do I contact members of the Audit Committee? 
The Audit Committee can be confidentially contacted by employees and others wishing to raise concerns or complaints about Aetna's accounting, internal accounting controls or auditing matters by calling AlertLine®, an independent toll-free service, at 1-888-891-8910 (available seven days a week, 24 hours a day), or by writing to: Audit Committee c/o Corporate Compliance, P.O. Box 370205, West Hartford, CT 06137-0205.

What does Aetna look for when you nominate a new Director?
The Nominating and Corporate Governance Committee Charter sets out the criteria weighed by the Committee in considering all Director candidates, including shareholder-identified candidates. The criteria are re-evaluated periodically and currently include: the relevance of the candidate's experience to the business of the Company; enhancing the diversity of the Board; the candidate's independence from conflict or direct economic relationship with the Company; and the candidate's ability to attend Board meetings regularly and devote an appropriate amount of effort in preparation for those meetings. It also is expected that nonmanagement Directors nominated by the Board shall be individuals who possess a reputation and hold positions or affiliations befitting a director of a large publicly held company, and are actively engaged in their occupations or professions or are otherwise regularly involved in the business, professional or academic community. In evaluating Director nominations, the Committee seeks to achieve a diversity of knowledge, experience and capability on the Board. See also “Consideration of Director Nominees” in Aetna's 2011 Proxy Statement. 

How do I nominate someone for the Board?
The Nominating and Corporate Governance Committee will consider properly submitted shareholder nominations for candidates on the Board. Any shareholder nominations proposed for consideration by the Nominating Committee should include the nominee's name and qualifications for Board membership, and otherwise comply with applicable rules and regulations, and should be addressed to: Corporate Secretary, Aetna Inc., 151 Farmington Avenue, RC61, Hartford, CT 06156. See also “Consideration of Director Nominees” in Aetna's 2011 Proxy Statement.

How can I find out if any of the Directors or executive officers are selling stock?
Under the regulations of the Securities and Exchange Commission (SEC), Directors and executive officers are required to file notice with the SEC within two business days of any purchase or sale of stock. Information on filings made by any of our Directors or executive officers can be found in the Section 16 Insider Reports section of our Web site.

Are the Directors subject to stock ownership guidelines? 
Yes. Under the Board's Director Stock Ownership Guidelines, each nonmanagement Director is required to own, within five years of joining the Board, Aetna Common Shares or stock units having a dollar value equal to $400,000. As of March 18, 2011, all of Aetna's nonmanagement Directors are in compliance with these guidelines.

Are the executive officers subject to stock ownership guidelines?
Yes. The Chief Executive Officer and other senior executives are subject to minimum stock ownership requirements. The ownership requirements are based on the executive's pay opportunities and position within the Company. The ownership levels (which includes shares owned and vested stock units but not stock options or SARS) are as follows: Chief Executive Officer - 5 times base salary; President - 4 times base salary; other named executive officers - 3 times base salary; and other executives - ½ to 2 times base salary.

In January 2010, the Committee modified the executive stock ownership program. Executives who do not meet their individual ownership requirement at the time an award vests or is exercised will be required to retain at least thirty-five percent (35%) of the after-tax equity payout until they meet their individual ownership requirement. This policy applies to equity awards granted in 2010 and later and is intended to further align the interests of our executives with those of our shareholders. The Company's Code of Conduct prohibits all employees (including executives) and Directors from engaging in hedging strategies using puts, calls or other types of derivative securities based upon the value of our Common Stock.

Are employees required to participate in training on ethical behavior and your Code of Conduct?
Yes. All employees are required to complete our annual Business Conduct & Integrity program. The online training program includes an overview of our  Code of Conduct and covers topics such as privacy and information security, conflicts of interest, ethical decision making and raising concerns. At the completion of the training, employees are required to complete an online Business Conduct & Integrity acknowledgment and disclosure form. The Code of Conduct also applies to Directors.