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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.
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. Yes. Aetna's nonmanagement Directors meet in executive session, without management present, at each regularly scheduled Board meeting. During 2008, the nonmanagement Directors, each of whom is independent, met ten 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. Yes. Gerald Greenwald, an independent Director, has been the Presiding Director since April of 2007. 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 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 of, and any concerns or 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 consults 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. 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. 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. 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. 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 2009 Proxy Statement. 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 2009 Proxy Statement. 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. 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 27, 2009, all of Aetna's nonmanagement Directors are in compliance with these 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 and must be met no later than the third anniversary of the executive's first grant of a long-term incentive award. 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. 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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