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Frequently Asked Questions
Board of Directors | Committees of the Board | Corporate Governance Guidelines | Director Independence Standards | Code of Conduct | Articles of Incorporation/By-Laws | Frequently Asked Questions

Aetna's Corporate Governance Web site includes a great deal of information about our corporate governance principles, our Board of Directors and our Code of Conduct. To help you quickly find important information about our corporate governance on our Web site, below are answers to some frequently asked questions.

  1. Are most of your Directors independent?
  2. Do the nonmanagement Directors meet in executive sessions without any members of management present?
  3. Does the Board of Directors have a Presiding Director?
  4. Does the Audit Committee have a “Financial Expert”?
  5. How do I contact members of the Board of Directors?
  6. How do I contact members of the Audit Committee?
  7. What does Aetna look for when you nominate a new Director?
  8. How do I nominate someone for the Board?
  9. How can I find out if any of the Directors or executive officers are selling stock?
  10. Are the Directors subject to stock ownership guidelines?
  11. Are the executive officers subject to stock ownership guidelines?
  12. Are employees required to participate in training on ethical behavior and your Code of Conduct?


  1. Are most of your Directors independent?
  2. Yes. We have 13 Directors and 12 are considered independent. The Board affirmatively determined in its business judgment that Frank M. Clark, Betsy Z. Cohen, Molly J. Coye, M.D., Roger N. Farah, Barbara Hackman Franklin, Jeffrey E. Garten, Earl G. Graves, Gerald Greenwald, Ellen M. Hancock, Richard J. Harrington, Edward J. Ludwig and Joseph P. Newhouse is 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) has been deemed to be immaterial under the independence test 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.

  3. Do the nonmanagement Directors meet in executive sessions without any members of management present?
  4. Yes. Aetna's nonmanagement Directors meet in executive session, without management present, at each regularly scheduled Board meeting. During 2007, the nonmanagement Directors, each of whom is independent, met six 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.

  5. Does the Board of Directors have a Presiding Director?
  6. Yes. Gerald Greenwald, an independent Director, was appointed the Presiding Director on February 29, 2008. 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 held by the Board regularly, and briefs the Chairman and Chief Executive Officer on any issues arising from those sessions. The Presiding Director also acts as the principal liaison to the Chairman and Chief Executive Officer for the views, and any concerns and issues raised by the independent Directors, though all Directors continue to interact one-on-one with the Chairman and Chief Executive Officer, as needed and as appropriate. The Chairman and Chief Executive Officer consult with the Presiding Director for recommendations in setting the agenda for Board meetings and the Board meeting schedule. The Presiding Director also consults with the other Directors and advises the Chairman and Chief Executive Officer about the quality, quantity and timeliness of information provided to the Board and the Board's decision-making processes.

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

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

  11. How do I contact members of the Audit Committee?
  12. 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.

  13. What does Aetna look for when you nominate a new Director?
  14. The Nominating and Corporate Governance Committee Charter sets out the criteria currently 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 ability of the candidate 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. See also “Consideration of Director Nominees” in Aetna's 2008 Proxy Statement.

  15. How do I nominate someone for the Board?
  16. 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, RW61, Hartford, CT 06156. See also “Consideration of Director Nominees” in Aetna's 2008 Proxy Statement.

  17. How can I find out if any of the Directors or executive officers are selling stock?
  18. 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.

  19. Are the Directors subject to stock ownership guidelines?
  20. 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 28, 2008, all of Aetna's nonmanagement Directors met these guidelines.

  21. Are the executive officers subject to stock ownership guidelines?
  22. Yes. In furtherance of the Compensation Committee's philosophy of the importance of using stock-based compensation to align the interests of executives with the interests of shareholders, 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 and must be met the later of June 30, 2007 or the third anniversary of the executive officer's first grant of a long-term compensation award. The ownership levels are as follows: Chief Executive Officer - 5 times base salary; other members of senior management - 3 times base salary; and other executives - ½ to 2 times base salary. The Company's CEO meets these requirements as well as the executive officers named in Aetna's 2007 Proxy Statement.

  23. Are employees required to participate in training on ethical behavior and your Code of Conduct?
  24. 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 more detailed modules on 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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