Corporate governance FAQs

Corporate governance FAQs

Are most of your Directors independent?
Yes. We have 12 Directors and 10 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, 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, major shareholder or 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 Talent Management 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 regularly scheduled executive sessions without management present at each regular Aetna Board meeting. During 2012, the nonmanagement Directors, each of whom is independent other than Dr. Coye, met eight times to discuss certain Board policies, processes and practices, the performance and proposed performance-based compensation of Chairman, Chief Executive Officer and President, management succession and other matters relating to the Company and the functioning of the Board.

Does the Board of Directors have a Lead Director?
Yes. Aetna's independent Board members have appointed an independent Director, Edward J. Ludwig, to serve as Lead Director. Mr. Ludwig has served in this role since September 2011. The duties of the Lead Director include:  presiding at all meetings of the Board at which the Chairman is not present, including executive sessions of the non-management directors; approving meeting agendas and schedules to assure there is sufficient time for discussion of all agenda items; approving information sent to the Board; calling special meetings of the Board, including meetings of the nonmanagement or independent Directors; and making himself available for consultation and direct communication upon the reasonable request of a major shareholder.

Does the Audit Committee have a “Financial Expert”?
Yes. The Board has determined in its business judgment that all members of the Audit Committee meet the independence, financial literacy and expertise requirements for audit committee members set forth in the NYSE listing standards.  Additionally, the Board has determined in its business judgement 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?
To contact Aetna's management Director, Mark T. Bertolini, Chairman, Chief Executive Officer and President, you may write to him at Aetna Inc., 151 Farmington Avenue, Hartford, CT 06156. Communications sent to Aetna's management Director will be delivered directly to him. Anyone wishing to make their concerns known to Aetna's nonmanagement Directors or the Lead Director or to send a communication to the entire Board may contact Mr. Ludwig by writing to the Lead Director at P.O. Box 370205, West Hartford, CT 06137-0205. All such communications will be kept confidential and forwarded directly to the Lead Director. Items that are unrelated to a Director's duties and responsibilities as a Board member, such as junk mail, may be excluded by the Corporate Secretary.

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 Nominating 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 are 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. See also “Consideration of Director Nominees” in Aetna's 2013 Proxy Statement.

How do I nominate someone for the Board?

The Nominating Committee will consider properly submitted shareholder nominations for candidates for membership on the Board. Any shareholder nominations of candidates 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, RW61, Hartford, CT 06156. See also “Consideration of Director Nominees” in Aetna's 2013 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 15, 2013, all of Aetna's nonmanagement Directors are in compliance with these guidelines. Aetna's Code of Conduct prohibits Directors from engaging in hedging strategies using puts, calls or other types of derivative securities based on the value of the Common Stock.

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, SARS, or unvested MSUs or PSUs) are as follows: Chief Executive Officer - 5 times base salary; other named executive officers - 3 times base salary; and other executives - ½ to 2 times base salary.

Executives who do not meet their individual ownership requirement at the time an equity award vests or is exercised will be required to retain up to 35% of the after-tax equity payout in shares of Common Stock until their ownership requirement is met. These shares are required to be held until the executive terminates employment with the Company.  This policy applies to equity awards granted in 2010 and later and is intended to further align the interests of our executives with the interests 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. No Directors or Executive Officers entered into a pledge of Common Stock in 2012.

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.

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